Proposed Revisions to the By-Laws of the American Australian Association, Inc.
The Board of Directors of the Association, at its meeting on April 28, 2015, resolved to seek the approval of the members of the Association at the June 8, 2015 Annual Meeting of the Association to adopt revised by-laws of the Association substantially in the form of the draft by-laws that can be found here. The documents in this link include the revised by-laws, a black line version that shows the changes to the Association’s current by-laws and an explanatory note.
The existing by-laws have been in place in their current form, with some amendments, for over 20 years. During that time, the Association has grown and changed and improvements to governance procedures for not-for-profit organizations like the Association have occurred. The primary changes to the Association’s current by-laws are set forth below.
Revisions to the Board of Directors structure
- One Chairman and one or more Vice Chairmen elected as such by the Board
- The President is ex officio Director
- Treasurer and Secretary are not ex officio Directors (though could attend Board meetings and could be a Director)
- Director terms are 3 years, re-election permitted
- Chairman term limit of 6 years
Revisions to the Standing Committees of the Board of Directors
- Nominations & Governance Committee (to nominate Directors, subject to Board approval, and to periodically review and make recommendations to the Board regarding the AAA’s governance structure). This Committee would also nominate the Chairman, one or more Vice Chairmen and the President. This Committee also will nominate and make recommendations with respect to members of the suggested Advisory Council (other than corporate members - see the description of the Advisory Council below).
- Executive Committee (as now, will have authority to act for the Board of Directors between Board meetings, to include Chairman, one or more Vice Chairmen and President and such other Directors as the Board determines)
- Investments Committee (to oversee our investments including those previously handled by the Special Fund Committee)
- Development Committee (to oversee our fund raising activities)
- The Education Committee, the New England Committee, the California Committee, the Business Council, the Social & Cultural Committee and AWNY would no longer be Board committees as they include – and ought to include – non-Directors (and are therefore not appropriately Board committees), but would continue as non-Board committees.
- Audit & Risk Committee (to oversee our accounts, audit and risk management generally)
- Compensation Committee (to oversee the compensation of the CEO and the AAA’s staff)
Establishment of an Advisory Council
- The Australian Advisory Council, the US Advisory Council and the Patrons Board would be eliminated, and the members would become members of the Advisory Council.
- The primary purpose of this Council is to provide advice to the Board and support to the AAA as a whole.
- The Board of Directors will be required to consult with this Council from time to time on significant AAA matters.
- This Council would meet annually to receive an update on the AAA’s activities and to allow the Board to obtain this Council’s feedback on the AAA and its activities (includes a business meeting and a social event with the Board of Directors).
Revisions to Membership & Voting Rights
- Individual members and corporate members will no longer have voting rights.
- Voting rights will only be vested in the persons serving on the Board of Directors.
Over the years, the members of the Association have been tremendous supporters of the Association’s programs and have been and will always be the key to the Association’s primary objective of providing opportunities for citizens of the United States and Australia to meet together in order to promote cooperation and understanding among the peoples of those countries and promoting the development of relations among those countries. However, involving membership in the governance of the Association has proven to be a time consuming and precarious affair. We have a very substantial number of members now (including corporate members), so we have a large mailing list and we have struggled to get the 10% quorum required for annual meetings. Members at many other organizations similar to the Association do not have voting rights in those organizations. In fact, members in organizations such as ours do not expect to have voting rights – as we have learned! The change in voting rights will result in no less attention by the Association, the Board and the Association’s staff to the interests of the members, only in an improved, more efficient governance structure for the Association.
Date: 15 May 2015
1) Explanatory Note with a Section by Section discussion of the changes in the draft revised by-laws
2) Clean draft revised by-laws
3) Draft revised by-laws compared to the 2004 version
4) Clean 2004 version of the by-laws