Special Resolutions: Constitution
At the 2021 AGM, the Board are proposing three motions to change elements of ESSA’s Constitution.
Under the Corporations Act, changes to the Constitution require a 75% supportive vote.
General meetings
Motion 1: Move to amend clause 3.1.23 to be “General meeting means a physical or virtual meeting pursuant to clause 24”.
Fellows
Motion 2: Move to remove Fellows as a membership category and include as an honorary status:
- a. Remove clause 9.1.2
- b. Remove clause 12
- c. Adding clause 23:
Fellow
Full and Academic members may apply for Fellowship status as established in the By-Laws.
Fellowship status (Fellow) may be retained as long as the person remains a financial member of the Organisation.
A member with Fellowship status will be entitled to use the postnominal status of ESSAF.
Fit and Proper
Motion 3: Move to improve the clarity of a member’s Fit and Proper status by:
- a. Adding the clause “who has completed and satisfied all the required declarations”. (clause 11.1.4, 12.1.2, 13.1.3, and 14.1.2)
- b. Add the wording “and renewal” to the wording “and may upon application and renewal, be admitted by the Board subject to payment of any subscriptions owing to the Company”. (clause 11.1.5, 12.1.3, 13.1.4, and 14.1.3)
Click here to see a draft copy of the changes to the ESSA Constitution (Word document).
To understand the rationale for the changes, the Board has provided the following information to help the Members make informed decisions. If you have any questions about these changes, please contact the Company Secretary:
[email protected].
| Proposed change/inclusion |
Why do we want this? |
| Defining General meeting |
In 2020, ASIC permitted changes via the Corporations Act to allow for virtual AGMs. ESSA’s Constitution does not explicitly state the form of General Meetings. By adding a General Meeting definition, we clarify that a General Meeting can be virtual or physical.
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| Members being “fit and proper” |
Allied Health Professions Australia (AHPA) engaged lawyers to provide advice to member associations regarding fit and proper and declarations with members.
Our Constitution has reference to members being fit and proper, but does not include all the requirements.
Last year, the ESSA Board approved the Organisation’s new Fit and Proper Person Policy.
Our Constitution has a gap in that members only need to comply with our bylaws and determine they are fit to be a member on application for membership. There is currently no requirement for them to make this determination when renewing their membership.
Legal advice also identified we had a gap in the Constitution in acknowledging that members were required to complete and satisfy declarations such as the Code of Conduct and other mandatory declarations.
The proposed amendments to the Constitution will correct these gaps.
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| Fellows |
Fellows are a category of Full membership under our Constitution. Currently, only our Full members can apply for Fellowship. Our Academic members cannot apply for Fellowship despite many Academic members contributing significantly to the Organisation.
When investigating what other like organisations do, it was identified that ESSA was the only one with Fellowship as a specific membership category. Fellows are regarded as a recognition title in other organisations.
The proposed changes will move Fellowship from a membership category to an honourary title. The bylaws will be amended to allow Full members and Academic members to apply for the award of Fellowship.
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