ALIA General Meeting 25 November 2005

Rationale for Agenda Item 3 Special resolution

New election of directors model

The Board of Directors is presenting a special resolution to a general meeting to be held in November 2005 in conjunction with the National Advisory Congress (NAC) to amend the Constitution to allow for the election of all directors by the general membership. This is consistent with the requirement in the Constitution that directors represent the interests of the Association as a whole rather than those of a particular constituency (13.3 Directors, paragraph b), and would allow for a simplified and more equitable election process. The general membership comprises all financial personal and institutional members.

Under the structure proposed by the Board all candidates will be elected through preferential voting by the general membership. Each year there will be one ballot paper for candidates for vice-president (president-elect) and one for candidates for director. To retain the current rotation of directors two and three candidates will be elected in alternate years. In practice this means that in 2006 the candidates with the first, second and third highest number of preferential votes would be elected, and in 2007 it would be those candidates with the first and second highest number of preferential votes. A member who is both a personal member and institutional representative will have one vote in each capacity.

The current structure for the election of directors was implemented in 2000 with the change to incorporation under Corporations Law and after wide consultation with the membership. At that time there was some support for different constituencies within the membership having specific voting rights with a separate ballot, even though directors would not represent those constituencies, and so an additional ballot for institutional members only and another for NAC representatives were incorporated. However in the voting patterns it is not unusual for the one candidate to receive the highest number of votes in each constituency ballot, though of course they would be declared in the ballot by the general membership and their votes distributed in the other ballots.

The election structure currently comprises:

• a vice president (president elect) elected by the general membership
• two directors elected by the general membership
• one director elected by institutional members; and
• two directors elected by the National Advisory Congress representatives.

The rotation for election each year is:

• a vice-president (president-elect) elected by the general membership;
• one of the two directors elected by the general membership;
• one of the two directors elected by the National Advisory Congress representatives;

plus the director to be elected by institutional members is elected in alternate years.

While this provides for direct election of some directors by institutional members and NAC representatives, it has proven to be overly-complicated to administer and for some members with multiple voting rights (eg as a personal member, institutional representative and NAC representative). It has resulted in an inequality in the number of votes for a director being elected with the average total votes received from the general membership being 900, institutional representatives 585, and NAC representatives 33. There have been instances where a candidate receiving the second or third highest number of votes by the general membership has not been elected and a candidate with a lower number of votes by the general membership has been elected by the NAC with fewer than 33 votes.

The next general meeting of the Association is scheduled for Friday, 25 November 2005. A motion moved by the president and seconded by the vice-president seeking to alter the Association's constitution by special resolution to allow for the election of all directors by the membership at large is set out in the formal notice of the meeting.

Proposed amendment

13.3 Directors

1. The Board shall comprise the following seven directors with voting powers who shall be appointed as given below:
   
   
   1. a president (elected by members);
      
      
   2. a vice-president/president elect (elected by members); and
      
      
   3. two five directors elected by members;.
      
      
   4. one director elected by institutional members; and
      
      
   5. two directors elected by the National Advisory Congress.
      
      
2. All voting directors shall be personal members of the Association and represent the interests of the organisation as a whole rather than those of a particular constituency. The Board may commission advice from a suitably qualified person or persons.
   
   

13.4 Executive Director

1. The Executive Director shall be a non-voting member of the Board and the interim Board of Directors.
   
   
2. The Executive Director shall be engaged on terms and conditions agreed in writing between the Board and the Executive Director. The powers and duties of the Executive Director shall be as agreed between the Executive Director and the Board and such further or other powers, duties and discretions as determined by the Board from time to time.
   
   

13.5 Operational Provisions

1. To provide for the carry over of the corporate knowledge on the Board the terms of office shall be overlapping, for a period of two years each. In the case of the vice-president, the second year of the term is to be the presidential year. A director can only hold office for a maximum of two consecutive terms.
   
   
2. Within six months of incorporation and prior to the first Annual General Meeting of the new body, elections shall be held for the positions of directors elected by members and institutional members. Terms shall be as determined by the Interim Board of Directors to be those closest to the terms to bring the Board into a normal election cycle. The National Advisory Congress will elect two directors for terms which provide for the normal election cycle.
   
   

13.6 Rotation of Directors

1. Except for the special arrangements for the initial establishment of the Board, then in each year the following positions will be filled as follows:
   
   
   1. A Vice president/president-elect elected by members annually;
      
      
   2. One of the two Three directors elected by members biennially, for a two-year term from 2006; and
      
      
   3. One of the two directors elected by the National Advisory Congress. Two directors elected by members, biennially, for a two-year term from 2007.
      
      
2. The director to be elected by the institutional members will be elected in alternate years.
   
   

13.7 Election of Directors

The election of Directors shall take place in the manner determined by By-laws as promulgated by the Board from time to time.