Speak_Out_June_2013

Association News

Recommended Changes

Benefits of Change

Change in key Nomenclature For example, Councillor becomes Director; Council becomes Board; Association becomes Company. Definitions and Interpretation A number of definitions have been updated or removed to align with changes within. By-Laws Introduction of the use of By-Laws for key descriptions and procedures.

Changes are consistent with contemporary governance and highlight the Association as a Company, managed by a Board of Directors that holds specific statutory responsibilities. An expansion of the list of definitions and updating of language provides for greater clarity of intent. By-Laws will replace operational or procedural detail within the previous constitution. The Board will form By-Laws from time to time, as deemed necessary, but must be subject to and consistent with the Constitution. Members must be provided with appropriate notice of any new, revised or repealed By-Laws. By-Laws are also complemented by existing Policy and Procedures. The dates 1 January to 31 December have been removed so that while this remains the membership year at this time, the flexibility to move to a financial year has been created. While the current range of membership classes are retained, the definitions and criteria for these have been removed to allow for greater flexibility in reviewing them from time to time. For example, eligibility for practising membership could be updated with respect to recency of practice and CPD requirements. It also allows the Board to make new membership classes as deemed appropriate. All definitions will be described in detail in Association By-Laws. Clarification provided and inclusion of Life Members as Voting members. Best practice and Australia Institute of Company Directors guidance indicates that a Board of between seven and nine representatives made up of agreed skill mix is optimum for strategic decision making. Similarly skills-based boards, not representative boards, are considered best practice. This provides for the ability to appoint a member, non-member or non- speech pathologist who has specific skills required by the Board e.g. legal skills, high level marketing skills, government liaison, etc. This option increases the pool of individuals who can nominate for a position on the SPA Board and provide expertise in a designated field. Nomination and voting procedures will be set out in a By-Law, which removes operational detail from the Constitution, and allows for modernisation of processes over time. The timing of the election of National President and Vice Presidents has been brought into line. Changes also will optimise a culture of succession planning within the Board. Notifications and processes of meetings of members have been simplified. Procedures for Voting at meetings and use of Proxy forms have been simplified and the Form of Appointment of Proxy included as an Appendix.

Annual Membership Year

Classes of Membership

Voting and Non-voting members

Governance Structure Directors will form a skills-based Board and not be drawn from a specific state or territory. Nominees will be drawn from anywhere in Australia and will apply against a set of predetermined Selection Criteria for Directors which will be outlined in terms of a skills and attributes matrix. Introduction of External Directors Up to 2 Directors may be appointed by the Board as External Directors. These Directors are not voting members of the Association, and cannot hold office bearing positions.

Member Election of Directors

Election of Office Bearers National President and Vice Presidents elected by the Board.

General Meetings of Members and Annual General Meeting

Voting and Proxy Instruments

Simplification of language and authorised signatories.

Execution of Documents

Speak Out June 2013

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