ACS is currently undertaking a major review of its operating constitution, it has been revealed, with potentially major changes in store for the organisation.
The governance review was announced on 23 August during a question and answer session with ACS CEO Rupert Grayston and President Ian Oppermann.
“We’re looking at ways we can make ACS more adaptable, while still retaining healthy member oversight,” said Oppermann.
“This is a long-term project, and one that will decide on the shape of ACS management for the future. We’re going to take our time and get this right.”
The ultimate goal, said Oppermann, is to build a governance model for ACS that allows it to adapt and change, while still retaining strong member oversight and communications.
“We want to be more able to respond to changes in the needs of our members old and new. The goal is to reduce the overhead required to get things done and streamline some of the legacy issues that prevent ACS from moving forward.
“At the same time, it’s critical that the organisation remain transparent and open about its activities, with member visibility and oversight, and we hope to see that enshrined in the ACS constitution.”
The review follows from a previous attempt in October 2019 to change the governance structure of ACS.
While the change passed during a vote of the membership during a Special General Meeting (SGM), in December 2019 the decision was overturned by the Federal Court which determined that the SGM (and the vote taken in it) was invalid.
According to Oppermann, ACS has learned from the criticism highlighted in the judgement related to that case.
“We’ve learned our lessons from that experience, and this is not a continuation of that old process,” he noted.
“This is a complete fresh start, and we plan on approaching this carefully and slowly. Nothing will be done without complete and thorough consultation of the membership and we’re developing a plan to make sure that everyone is heard.”
The governance overhaul is being undertaken in conjunction with several other reformation projects in ACS, including the development of a new strategic plan, a brand review and a major technology refresh.
According to ACS President Ian Oppermann, constitutional reforms will be a key enabler for those projects, enabling ACS to adopt different structures and approaches as needed for members.
The review is expected to be ongoing, and will likely take considerable time, said Oppermann.
“There are many people to be consulted, and there are a lot of strong feelings on the matter among ACS members. We need to work through that process and find a solution that serves our members best.”
A company limited by guarantee
One of the key changes under consideration is to make ACS a company limited by guarantee (CLG).
“We do need to clear up some confusion about the term,” said ACS CEO Rupert Grayston.
“Many people might hear the term ‘company limited by guarantee’ and think that it means that ACS will become ‘privatised’ and a for-profit company. That’s not the case.
“ACS will absolutely remain a member-owner not-for-profit and registered charity, regardless of whether the decision to become a CLG goes ahead or not. Nothing is going to change there.
“What a CLG means is that there will be a simplification of the legal structure of ACS, one that will enable better decision making and greater accountability for both the executive and for members of the managing committee.”
Under Australian law, the organisation is currently an incorporated association, while under a CLG, ACS would become incorporated under the Corporations Act.
It would be required to produce an audited annual report (which ACS already does) and the directors of the CLG have additional reporting and compliance obligations.
It would still remain member-owned, and the current Management Committee would likely transition to being directors.
In practice, said Grayston, not a lot will change for members on a day-to-day basis.
“As part of the review, we’re looking at how we can simplify governance in ACS, which is currently extremely complex due to our legal structure.
“A CLG would potentially allow us to simplify decision making, which will increase our ability to evolve and adapt to changes in the industry.”