ACCA’s proposed constitutional amendments were overwhelmingly supported and approved by members at a General Meeting held on Sunday 1^stOctober 2017 at the Parramatta RSL Club, Parramatta. The Meeting was attended by 115 members (total quorum was 158 including proxies)

ACCA President, Ms Shirley Chan declared the General Meeting opened at 2.03pm after a quorum of 135 (voting members plus proxies) was registered at that time. Ms Chan briefly outlined to members the reasons for the proposed amendments to the constitution - to streamline the management and administrative processes, including the need to improve organisational efficiency, accountability, fairness and equity to members. Company Secretary John Hugh assisted with translation from English into Mandarin and President Shirley Chan from English to Cantonese.

The meeting was handed over to director Felix Lam, Chair of the Constitution Review Subcommittee who provided further explanations on the key amendments and where appropriate the rationale behind the changes.

Renewal of membership - Clause 11.1

Clause 11.1: A person ceases to be a member of the Company if the person:

Proposed – clause 11.1 (e) has failed to renew their membership for twelve (12) months since their annual membership fee fell due.

Board considered that a 3 year grace period for members to renew their membership was overly generous and out of step with modern practice. With the new proposed clause, Mr Lam advised that there will be a requirement for members to renew their membership within 12 months of their annual membership fee falling due.

Disciplining of Members - Clause 12

[entire chapter reorganised]

Proposed clause 12.1 to 12.5

Mr Lam advised that this new clause (in regard to expelling members who engages in conduct which is unbecoming or prejudicial to the interest of the company) means the Board may take disciplinary actions against a member without the need to call for a special general meeting of members. Mr Lam further advised that this new clause has been taken from the constitution of the Australian Consumers’ Association (more commonly known as CHOICE) who has a membership base of more than 175,000.

Notwithstanding that the Board may take disciplinary actions against a member, ACCA has an Appeals Committee in its existing constitution (not found in the constitution of the Australian Consumers’ Association) that gives rights of appeal to members where disciplinary action to expel or suspend a member has been exercised by the Board.

Composition and membership of the Board - Clause 17

 [Entire chapter reorganised]

Proposed – Clause 17.1 to 17.6

This section deals with reduction in the number of directors, frequency of elections and the process leading to the reduction. The ACCA Board believed the existing Board numbers were too large and proposed a phased reduction.

Pre 2014 – 20 directors

Current Board numbers – 16 directors

Proposed – 10 directors (50% reduction compared to pre 2014) after the 2017 and 2018 AGMs. Further:

•  All directors will be entitled to serve a 4 year term.

• Directors will be elected every 2 years at a half Board election – this eliminate yearly election for Board, hence able to retain corporate knowledge and also achieve financial and administrative cost savings of  about $10,000 a year from having no election.

The rationale for fewer directors includes:

•  Allow for more in-depth discussions of Board matters

•  Quicker response to issues which requires Board attention

•  A lower but optimal quorum numbers needed for meetings to proceed

• Administratively more efficient and fewer resources required

Overall, a smaller and dedicated Board will be more responsive to matters that require its attention. This is important for ACCA operating in a competitive home & community care industry which has been deregulated since February 2017.

How does ACCA with reduction to 10 directors compare with other organisations?

By way of ‘rule of thumb’ examples, Mr Lam provided further information from the Australian Institute of Company Directors (AICD) on the number of directors as follows:

Council - Clause 15

Clause 15.2 of current Constitution provides that the Council shall consist of minimum of 5 and no more than 9 Councillors.

Proposed amendment - 5 Councillors

With a proposed reduction in Board numbers, the Board considered it appropriate to also correspondingly reduce the number of Councillors.

Reducing the number of Councillors from 9 to 5 represents a 44.5% reduction compared to a gradual Board reduction of 20 directors to 10 represents a 50% reduction. 

Thank You

The President and directors would like to thank all the members who took time on a long weekend (Monday 2 Oct 2017 being Labour Day public holiday) to attend and approve the amendments to the constitution.   

The meeting was declared closed at 3.05pm. Members then adjourned to ACCA’s Parramatta office for light refreshments.  

Editorial Team

ACCA