23 Review of the RACMA Constitution The College has embarked on a multi-year review of the RACMA Constitution to ensure good governance and the membership retaining control of the College in the long term. Role of the Constitution and the importance of good governance AConstitution is legallybindingsetof rulesonthe internal governance structure of an organisation. It establishes the purpose and function of an organisation. With regards to a membership body, it is a contract between the College on the one hand and Members and the Board on the other. The Constitution also explains the roles, responsibilities, powers and obligations of the Board, the Members and management. Governance is about leading and guiding the direction of an organisation by setting strategy, monitoring performance and compliance, overseeing risk and ensuring that an appropriate control framework (such as by-laws, policies and procedures) is in place to make sure the College is working towards achieving its charitable purpose. The College Constitution separates the different roles and functions that Members, directors and management play in the governance of the College. Good governance practice requires those charged with the governance of an organisation (the Directors of the Board) to be separate from management, which is responsible for operating the College on a day-to-day basis. It is a requirement that directors act independently and owe a fiduciary duty to act for the benefit of the College as a whole. That is, they must act in the interests of the entire College and not any specific part of the College. This will continue to apply irrespective of the process by which directors are elected or appointed. Changing the RACMA constitution requires at least a 75% vote in favour of any changes by Members present and entitled to vote. Constitutions should be reviewed regularly to stay up to date with changes to the Corporations Act 2001 (Cth) and other legislation, modern company practices and technologies Background and context The RACMA Constitution has had a series of Constitutional amendments progress over time; but it has been approximately 10 years since a full review was conducted. At the 2019 AGM, the President advised the membership that it was timely to undertake a full review to ensure that the Constitution remains fit for purpose. The Board approved the first stage of work, namely a legal review of the current Constitution and set up a Board steering group to oversee this work. Legal Review – Clayton Utz The Board commissioned Clayton Utz to conduct a legal review of the Constitution which highlighted the following areas for consideration: Governance Role and composition of the Board Committees and jurisdictions Membership Admission and continuing competence Legal and technical Objects Occam's razor TheConstitution could be simplified. It is very prescriptive and detailed, to an extent that is not conducive to good governance Member feedback in 2021 CollegeMembers were given an opportunity to provide feedback on the Legal Review and the key areas of consensus included: The current size and composition of the Board is appropriate. The removal of prescriptive material within the Constitution to allow for a more agile response to change. Support for the role of a President Elect. Limited support for the role of Past President on the Board. Support for the removal of prescriptive material about the Jurisdictional Committees from the Constitution. Support for clarity of the role of Jurisdictional Committees, their membership, terms of appointment, and link to the Board. The review of the RACMA Constitution has been led by a Constitutional Working Group (CWG). The group is comprised of the following Members: 1. Dr H Parsons President 2. Prof E Loh Vice President 3. Dr F Jensen QLD Fellow 4. Prof T Lawler TAS Fellow 5. Dr J Alexander NSWFellow 6. Dr A Sara NSWFellow 7. Dr H Freeborn NSWFellow 8. Dr B Appleton VIC Fellow 9. Dr I Stolarek NZ Fellow 10. Dr D Dua ACT Affiliate 11. Dr MBoyd Turner SA Fellow 12. Dr AWilliams VIC Associate Fellow The CWG has focussed on reviewing four focus areas: Objects and purpose Board composition Board subcommittees Jurisdictional committees The proposed changes to the to the Constitution can be broadly categorised as follows: Governance improvements Modernisation of terminology and processes, including to reflect the practice of RACMA with respect to examinations and continuing professional development, and recent changes to the law to permit the use of technology in communications with, and meetings of, Members of companie Amendments to clarify the intended operation of provisions, and to reflect current practice of RACMA Hygiene changes, being drafting corrections identified through the review process, or consequential amendments arising from other amendments made (for example, to remove redundant clause cross references) Member feedback in 2021 Throughout 2022, the CWG led by the College President conducted several ‘Town Hall’ meetings to discuss the progress of the Constitutional review and to seek feedback fromMembers. Overwhelmingly, Members have endorsed the approach of the review and have been supportive of the proposed changes. A further ‘Town Hall’ meeting has been scheduled for Thursday 25 May, 5.00 – 5.45pm AEST, where the final proposed amendments will be presented to Members. To register to attend please click HERE. Extraordinary General Meeting (EGM) An Extraordinary General Meeting (EGM) to vote on the Constitutional amendments be held in the second half of 2023. Any Constitutional amendments that are approved by the membership will take effect at the 2023 AGM. For further information on the current status of the Constitutional Review, please feel free to email cmassis@racma.edu.au
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