ALIA General Meeting 30 November 2006
The next general meeting of the Association is scheduled for 5:30pm, Thursday, 30 November 2006 at The John Niland Scientia Building, University of NSW, Sydney. A motion moved by the President and seconded by the Vice-president seeking to alter the Association's constitution by special resolution is outlined below.
Rationale for Agenda Item 3 Special resolution
Changes to Clause 13 - Board of Directors
Proposal to change governance arrangements
ALIA's governance arrangements are very important and ensure the organisation works successfully. An issues paper including a detailed proposal was prepared by the ALIA Board to enable the Association to better meet the challenges before it, to achieve more effective management of the organisation, and to ensure services are delivered well.
The Proposal to change governance arrangements: issues paper [288kb pdf] was published for members in July and consultation included discussion at meetings in eleven regions and capital cities at regional National Advisory Congress Meetings, discussion on e-lists and in inCite. There were 11 direct submissions to the Governance Standing Committee regarding the proposals and a total of 133 members attending the regional meetings in July and August where the issues were discussed. A summary of the comments [108kb pdf] received is available.
The proposals were further discussed at the National Advisory Congress meeting on 19 September 2006 in Perth. This has enabled to the Board to refine and reduce the number of proposed governance changes.
The major reasons for the proposed change are:
- the new Board structure would enable the Board to more effectively plan and implement policy and programs through simultaneous terms and a longer term for President and Vice-President;
- it would provide more effective management of the Association, for example the Executive Director would not have a new manager (the President) every year;
- the Board could work better together on membership issues as part of the membership of the Board would not change each year; and
- it would be more cost effective for members as elections would be held every two years; and
- that these changes would be modelled on best practice from other professional and not-for-profit organisations.
Taking into account the views expressed by members, the changes proposed in the amendments to the constitution in summary are:
- the President, Vice-president and five elected Directors would be elected for two-year terms in a single election;
- the Board be increased by three positions including the immediate Past-President (for one year) and given the ability to co-opt up to two individuals to the Board, who may not be members, and thus add additional skills, knowledge and experience from outside the library sector;
- all Director positions be elected by the full ALIA membership; and
- the transition to the new model be immediate with elections for Directors occurring in early 2007 under the provisions for elections in the By-Laws.
The recommended changes also include the repeal of some clauses as they applied to the previous transition period when the Former Association became the present Association. These have been recommended by the Association's legal adviser.
A detailed rationale of each of the above proposed changes follows.
Proposed amendments
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Proposed additions are indicated in blue. Proposed deletions are indicated in red. |
13 BOARD
13.1 Composition of Board
The Board shall consist of the President, Vice-President, immediate Past President , Executive Director and not less than 3 persons and not more than 7 persons or such other number as shall be determined from time to time in general meeting.
| Rationale : These amendments reflect the addition of up to three Directors. The additional Directors are the immediate Past President and up to two Directors appointed by the Board for their expertise (under new Clause 13.3 (a)(i) (D)) |
13.2 First Directors
The First Directors shall be appointed as an interim Board of Directors and shall be the Executive of the Former Association.
Except for the President and Vice-President who shall complete their appointed terms of office, the First Directors shall retire at the general meeting to be convened and held pursuant to Clause 13.5 (b) hereof but shall be eligible for re-election.
Existing 13.2 Repealed in full
Rationale: It is proposed that the current Clause 13.2 be deleted because it is no longer relevant as it applied to the previous transition period when the Former Association became the present Association. This has been recommended by the Association's legal adviser.
The Transitional Arrangements are dealt with in proposed Clause 13.8. This new placement of the Transitional Arrangements is on the recommendation of the Association's legal adviser. |
13.3 Directors
The Board shall comprise the following seven directors with voting powers who shall be appointed as given below:
a president (elected by members);
a vice-president/president elect (elected by members);
four directors elected by members;
one director elected by institutional members; and
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.
- The Board shall comprise:
- up to nine Directors with voting powers who shall be appointed for the term specified in the By-Laws. These Directors shall be:
- a President elected by Personal and Institutional members;
- a Vice-President elected by Personal and Institutional members;
- five Directors elected by Personal and Institutional members; and
- up to two members appointed on the basis of their expertise by the Board;
- up to two Directors without voting powers who shall be appointed for the term specified in the By-Laws. These Directors shall be:
- the immediate Past President; and
- the Executive Director.
- All voting Directors (excluding those appointed under clause 13.3(a)(i)(D)) 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 also commission advice from suitably qualified person or persons.
Rationale: The Board is seeking to increase their ability to deal with complex issues in it's role of managing ALIA. The Board would consider the addition of Directors with considerable high level strategic experience in subject areas such as law and accounting.
Members should note that all Board members are required under the By-Law 5 (1) (3) 'to 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.'
The Past President has been added to ensure continuity on the Board and to mitigate the risk of high turnover of Directors in elections. The By-Laws will be amended to define a twelve month period of office for the immediate Past President.
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13.4 Executive Director
- The Executive Director shall be a non-voting member of the Board
and the interim Board of Directors.
- 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.
| Rationale: This change has been recommended by the Association's legal adviser as the words deleted were originally inserted to assist governance arrangements during the transition period when the Former Association became the present Association. They are therefore no longer relevant. |
13.5 Operational Provisions Consecutive Terms
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.
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.
| Rationale: This change has been recommended by the Association's legal adviser as the words deleted were originally inserted to assist governance arrangements during the transition period when the Former Association became the present Association. They are therefore no longer relevant.
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13.6 Rotation of Directors
Except for the special arrangements for the initial establishment of the Board, then in each year the following positions will be filled as follows:
A Vice president/president-elect elected by members;
Two directors elected by members;
The director to be elected by the institutional members will be elected in alternate years.
Section 13.6 Repealed in full
Rationale: The Board proposes that this be repealed in accordance with the proposals in the Governance Issues Paper. This is based on extensive consultation with members. To achieve a level of continuity, the position of immediate Past President will be formalised in the constitution. The issue of continuity was raised by members at pre National Advisory Congress meetings, the National Advisory Congress and through submissions.
The Board is proposing continuity be ensured through two members of the Board crossing to the next Board - the immediate Past president and the Executive Director. The Board also noted that it is usual for there to be a member seeking election for a second term.
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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.
13.8 Transitional arrangements for current directors
- The persons who hold office of President, Vice-president and Directors (except the Executive Director) of the Association immediately prior to the Annual General Meeting to be held in 2007 shall retire on the commencement of the term of office of another person in the same office.
- A person who holds office of Director immediately prior to the Annual General Meeting to be held in 2007 who has served less than a full term, shall be eligible to nominate for re-election as if they had never served that term as a Director.
- This clause 13.8 will cease to have effect and will be automatically repealed on 31 December 2007.
Rationale: The Governance issues paper proposed two options. Member views expressed at pre-National Advisory Congress meetings, the National Advisory Congress and through submissions were, overall, that the current Board of Directors should decide the required changes in the best interest of the Association. The Board has decided to recommend implementation of the new arrangements for the board immediately.
The purpose of new clause 13.8 is to put in place the necessary arrangements to assist in the smooth transition to the Association's new governance. |
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