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Speak Out June 2013 5
Association News
Recommended Changes Benefits of Change
Change in key Nomenclature
For example, Councillor becomes Director;
Council becomes Board; Association
becomes Company.
Changes are consistent with contemporary governance and highlight
the Association as a Company, managed by a Board of Directors that
holds specific statutory responsibilities.
Definitions and Interpretation
A number of definitions have been updated or
removed to align with changes within.
An expansion of the list of definitions and updating of language
provides for greater clarity of intent.
By-Laws
Introduction of the use of By-Laws for key
descriptions and procedures.
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any new, revised or repealed By-Laws.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.
Annual Membership Year 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.
Classes of Membership 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.
Voting and Non-voting members Clarification provided and inclusion of Life Members as 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.
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.
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.
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.
Member Election of Directors 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.
Election of Office Bearers
National President and Vice Presidents elected
by the Board.
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.
General Meetings of Members and
Annual General Meeting
Notifications and processes of meetings of members have been
simplified.
Voting and Proxy Instruments Procedures for Voting at meetings and use of Proxy forms have been
simplified and the Form of Appointment of Proxy included as an
Appendix.
Execution of Documents Simplification of language and authorised signatories.