alive and well - Geological Society of Australia

Should the members of the Society, as a whole, not considerthere to be justification for improvement to the processesand procedures of determining the composition, functioningand powers of the Governing Council (note to be read asequivalent to the “committee” as per the Act) that is a matterfor the members of the Society as a whole to determine.The existing Rules refer to a “Council” and although thatterm is not defined in the existing Rules the expression“Council” is used throughout the Rules and, in particular,Rule 16(a) with the intention of referring to that group ofpersons who would have the same powers, functions andobligations as those persons who comprise the “committee”referred to in the Act.Therefore, the expression “Governing Council” has beenchosen in communication material and in the proposed draftnew Rules so as to enable a distinction to be made between,and avoid confusion with, the functions, powers and role ofpersons serving on the “Executive Committee” as that termis referred to in the Rules and from all other references in theexisting Rules to the various other “committees” that can andhave been formed by the “Council” from time to time.Hence, all references to the expression “committee” in theAct should be read and construed as referring to the“Governing Council” for the purposes of communicationand interpreting the proposed draft amended Rules.The expression “committee” is defined in the Act to mean:“In relation to an association, means the committee of theassociation established under Section 60(1).”Section 16(d) of the Act specifies matters that are requiredto take place in order for an association to become incorporatedunder the Act, which states: “An association or a groupof five or more persons proposing to form and incorporate an associationmay, by resolution: (d) appoint at least 3 members ofthe association or of the group proposing to form and incorporatean association to be the inaugural members of the committee ofthe incorporated association if the application is successful.”Hence, by virtue of section 16(d), in order for an associationor group of 5 or more persons to validly incorporate underthe Act and indeed to remain incorporated under the Act,there must have been a resolution (ie a recorded vote)to approve the appointment of at least 3 members to formthe inaugural committee (ie in this case the GoverningCouncil).Section 60 of the Act states:“(1) An incorporated association must have a committee of atleast 3 members of the association.(2) The committee of an incorporated association has themanagement of the association.”Section 61 of the Act provides:“The inaugural members of the committee of an association incorporatedunder this Act are, unless the rules of the associationotherwise provide, taken to be:(a) For an incorporated association under section 19 – thepersons appointed under section 16(d):......”Therefore, by virtue of Section 16(d) and Section 61, it isa pre-condition that the composition of the committee(ie under the Rules, the “Governing Council”) at theestablishment of incorporation of the association and at alltimes thereafter by virtue of Section 60 be comprised of thosemembers of the Society who have been appointed by a validresolution of the members (ie by election). Any changes to thecomposition of the ‘committee’ (ie Governing Council) mustbe notified to the registrar-general pursuant to Section 62.The existing Rules provide for a complex and difficult interpretativeprocedure for the election of members of each of the‘Divisions’, ‘Specialist Groups’ or ‘Branches’, however, do notprovide any Rules for the nomination and election of membersto Governing Council (ie ‘committee’ as read in the Act).Hence regardless of what the Act provides, having a set ofRules for the election of members to each Division andSpecialist Group without rules for the election of personsto the Governing Council (again read as referring to ‘committee’)is of itself justification requiring correction at least.Although there is no requirement under the Act forparticipants of the Divisions, Specialist Groups or Branchesto have been elected, given that the existing Rules alreadydo so, the proposed draft Rules provide for the participantsof each Division to elect by simple majority resolution anominee of that Division as the Divisional Representativeon the Governing Council and such nomination is requiredto be endorsed by the Society in General Meeting.It is important to point out that it is the ratification of aparticular Division to have representation on the GoverningCouncil for the term of office set out in the Rules ratherthan the individual who is a participant in that Divisionso as to enable the particular Division to have differentparticipants of that Division representing the Division onthe Governing Council throughout the term.The purpose of the model proposed for the compositionof the Governing Council is to provide and ensure equalvoice, equal representation, clear transparency and objectivityfor the broad membership of the Society and notthose comprising the greatest in number of members of aparticular Division or Specialist Group to the disadvantageof smaller Divisions or smaller Specialist Groups.On behalf of the Governance CommitteeJim Ross, Brad Pillans, Laurie Hutton,Chris Yeats and Sue FletcherTAG September 2012| 11