Message from Queensland Chapter President Bruce Wolfe FRAIA

 

The Institute Restructure and why it’s important.

The Australian Institute of Architects needs to be both responsible to its membership and responsible financially and legally. Best practice corporate governance advice is that the 16 or more National Councillors trying to act as the board of directors is unlikely to work effectively, and the value of independent directors with specialized skills is missing.  National Council has long had a 5 member National Executive Committee made up of the (president, past president, president elect and 2 other elected members.

A new look National Executive Committee (the Board) is proposed.  It would be formed by the same 5 members of National Council with the addition of up to 3 independent members National Council chooses.

This provides a team that carries strong awareness of the values and purpose of National Council by way of a majority of members of National Council but also provides external and independent expertise to enable good governance and expert advice

National Council remains as is with Chapter Presidents and Nationally-Elected representatives.  The National Council Board members continue to join in at National Council meetings.  Currently Queensland has 2 members on National Council, Chapter President Bruce Wolfe and Nationally-Elected Richard Kirk.  Queensland will also have a representative on the Board through Richard Kirk’s selection as president-elect.

The main benefits I see, from my short involvement at National Council level so far, is that a lot of the procedural matters that currently occupy a significant time at National Council will pass to the Board and that issues relating to the profession and the member issues will be to be the key focus of the National Council.

Interests of the members are safeguarded by the ability to install and remove members of the Board through annual selection by National Council.

I urge members to consider these changes and vote at the AGM or by proxy, remembering that a 75% majority of those votes is required for the change to succeed.

 

Bruce Wolfe FRAIA
Qld Chapter President

---

 

 

Message from Jon Clements, Ken Maher and David Karotkin including link to more details.

Governance Review – proposed changes to Institute Constitution
22 March 2016

Dear Member,

Earlier this month we emailed you about the Institute’s Governance Review that was initiated last year with advice from Henry Bosch AO. We outlined the recommendations received, core among them to create a smaller and more focused Board of Directors that also includes independent representation to strengthen and diversify both experience and capability.

We have now framed key elements of those recommendations in consultation with advisors Clayton Utz to update governance practices and build a better, more robust and sustainable Institute for all members.

To ensure we are progressing in a direction that aligns with member expectation, we have made the draft proposal to you at the link below. Members with voting rights have until 5 April to provide comments for consideration prior to taking proposed changes to the AGM.

Please click here for proposed submission.

There will be no change to the principle that the membership elects National Council. The Board of Directors will be elected by the National Councillors from their own members (just as the Executive Committee is now) plus Independent Directors appointed by National Council. With reduced time devoted to director’s compliance obligations, National Council will have enhanced capacity to focus on strategy and member representation.

What happens next?

For the proposal to be implemented, we have to change the Memorandum & Articles of the Institute – our ‘Constitution’.

Please review the proposed submission at the link above and email your feedback by 5pm AEST 5 April to constitution@architecture.com.au. Your feedback will be collated and considered by the National Executive Committee, National Council and Clayton Utz. Appropriate amendments will be incorporated into the final submission, which will be detailed in the Notice of Annual General Meeting, issued to members with voting rights on 22 April.

The Notice of AGM sets out in detail every necessary change, for a vote at the AGM in person or by proxy. Changing the constitution needs a 75 per cent majority of those votes, which will be counted at the AGM, held on 13 May at 41 Exhibition St in Melbourne. Members with voting rights can attend and vote in person or can issue a proxy vote. Details will be outlined in the Notice of the AGM.

We look forward to hearing your thoughts on this important proposal to bring a more effective governance structure to the Institute.

Yours sincerely,

Jon Clements
National President

Ken Maher
President Elect

David Karotkin
Immediate Past President