The Australian Academy of Science
Approval of Amendments to the Bye-laws
At the Annual General Meeting of the Fellows of the Academy on 25 May 2016, more than three-fourths of the Fellows present and voting at the meeting, in which due notice had been given, approved changes to the Academy’s Bye-Laws.
On 22 August 2017 in accordance with Chapter VIII of the Bye-Laws, His Excellency the Governor-General of the Commonwealth of Australia approved the changes.
The principal amendments to the Bye-laws involve the following four sections:
- Chapter VII: Section 5 – insertion of a Dissolution Clause to satisfy the requirements of registration for the Australian Charities and Not for Profit Commission;
- Chapter III: Section 1g – to allow for up to two nominations for each vacant Council Officer position (except for that of President);
- Chapter VI: Section 1a - to include reference to the establishment of the Executive Committee and its role; and
- Chapter VII: Section 3 – to use the correct title of the Chief Executive (which Council changed from Executive Secretary in 2008) and to clarify the role of the Chief Executive.
The opportunity was also taken to conduct a substantial review of the Bye-Laws to: update the language and terminology; correct some numbering errors within the document; increase the quorum requirements for meetings; and to enable more efficient processes within the Academy’s Secretariat. The additional amendments will enable the following:
- Electronic voting for all Academy elections;
- ‘Attendance’ at committee meetings via electronic means (except for the AGM);
- Acceptance of electronic ‘signatures’ and agreement of support, for example, for candidate nomination certificates for Fellowship;
- A fourteen day voting period for Academy elections;
- A quorum of a majority of members for meetings of Council and the Committees of Council;
- Ten percent of the Fellows required to convene a Special General Meeting of the Fellowship; and
- A quorum of fifteen percent of the Fellows for a General Meeting of Fellows.
The full version of the revised Academy Bye-laws can be obtained on the Academy’s website by selecting the following link - https://www.science.org.au/about-us/governance/bye-laws
Witness under my hand 22 August 2017
Sir Peter Cosgrove AK MC (Retd)
Governor-General
EXPLANATORY MEMORANDUM
Royal Charter of the Australian Academy of Science
- On 16 February 1954, Her Majesty Queen Elizabeth the Second by Royal Charter (here called ‘The Original Charter’) constituted a Body Corporate and Politic by the name of the ‘Australian Academy of Science’ (‘The Academy’).
- On 8 December 1987, Her Majesty Queen Elizabeth the Second, assigned to the Governor-General of the Commonwealth of Australia, all powers and functions in respect of the issuing of Letters Patent:
a) Granting a Supplemental Charter to anyone in the Commonwealth of Australia to whom a Charter of Incorporation had been granted; or
b) Revoking, amending or adding to any charter of incorporation or Supplemental Charter granted to anyone in the Commonwealth of Australia.
3. On 18 September 2003, The Governor-General of the Commonwealth of Australia granted a Supplemental Royal Charter (here called the Supplemental Royal Charter) amending the Original Charter on the representation and request of the Academy.
4. Bye clause 13 of the Supplemental Royal Charter provides:
‘A majority of not less than three-fourths of the Fellows present in person or by proxy and voting at a general meeting of the Fellows of the Academy specially called for the purpose of which due notice has been given or the like majority of the Fellows voting by means of a ballot as hereinafter provided shall have power from time to time to make such Bye-Laws as shall seem requisite and convenient for the regulation, government and advance of the Academy its members and property and for the furtherance of its objects and purposes and from time to time to revoke or amend any Bye-Laws or Bye-Laws previously made but so that the same be not repugnant to these Presents or to the laws and statutes of Our Commonwealth of Australia or any State or Territory thereof; provided that no such Bye-Law, revocation or amendment shall take effect until approved by our Governor-General of Our Commonwealth of Australia. The Academy shall cause all such Bye-Laws when allowed with the formal allowance to be printed and published on the official Gazette published by our Government of Our Commonwealth of Australia’.
5. Pursuant to the Original Charter and the Supplemental Royal Charter, the Academy has adopted Bye-Laws and those Bye-Laws have been duly allowed and approved by the Governor-General. The most recent amendments to the Bye-Laws were duly allowed and approved by the Governor-General on 1 February 2012.
6. In August 2016, minor edits were made to the Bye-Laws to improve formatting, correct numbering errors and to add a Table of Contents but these made no substantive changes to the Bye-Laws. The revised version of the Bye Laws, was effective from 15 August 2016.
7. Chapter VIII of the Bye-Laws deals with ‘Revocation of Amendments or Additions to Bye-Laws’. The terms of Chapter VIII are as follows:
‘Each proposal to change or repeal a Bye-Law, or to make a new Bye-Law shall be given to the Secretaries in writing and shall specify exactly the alterations proposed. The next two meetings of Council shall consider the proposed alteration and Council shall recommend that the alterations be (a) approved or (b) rejected or (c) approved with amendment. Council shall then submit the proposal together with its recommendations to Fellows, either at a Special General Meeting convened as in Chapter V, or by a ballot as Council determines. If the proposed alteration receives the affirmative votes of not less than three-fourths of the Fellows voting as specified in Clause 14 of the Charter, it shall be submitted for the approval of the Governor-General, and shall take effect from the date of formal allowance as published in the official Gazette of the Commonwealth of Australia’.
8. It is evident that the reference in Chapter VIII of the Bye- Laws as extracted in the preceding paragraph to ‘Clause 14’ of the Charter should instead be a reference to ‘Clause 13’ of the Charter. (This has been corrected in the latest round of amendments).
Overview
The Australian Academy of Science Approval of Amendments to the Bye-laws Act 2017 was enacted to address the need for updated bye-laws to ensure the proper functioning and governance of the Academy. The changes to the bye-laws were approved by more than three-fourths of the Fellows present and voting at the Annual General Meeting on 25 May 2016, and were subsequently approved by His Excellency the Governor-General of the Commonwealth of Australia on 22 August 2017 in accordance with Chapter VIII of the Bye-Laws. The principal amendments to the bye-laws involve changes to the Dissolution Clause, Council Officer nominations, the role of the Executive Committee, and the role of the Chief Executive. The opportunity was also taken to conduct a substantial review of the bye-laws to update the language and terminology, correct numbering errors, increase the quorum requirements for meetings, and enable more efficient processes within the Academy’s Secretariat. The amendments also include provisions for electronic voting and attendance at committee meetings, and clarify the requirements for convening a Special General Meeting of the Fellowship and a General Meeting of Fellows.
The Australian Academy of Science Approval of Amendments to the Bye-laws Act 2017 was enacted by the Parliament of Australia, with the policy objective of ensuring the proper functioning and governance of the Academy. The changes to the bye-laws were approved by more than three-fourths of the Fellows present and voting at the Annual General Meeting, and were subsequently approved by His Excellency the Governor-General of the Commonwealth of Australia. The amendments aim to update the language and terminology, correct numbering errors, increase the quorum requirements for meetings, and enable more efficient processes within the Academy’s Secretariat. The changes also include provisions for electronic voting and attendance at committee meetings, and clarify the requirements for convening a Special General Meeting of the Fellowship and a General Meeting of Fellows. The full version of the revised Academy Bye-laws can be obtained on the Academy’s website.
Scope and Application
The Australian Academy of Science Bye-Laws Amendment Act 2017 pertains specifically to the Australian Academy of Science and governs the internal administrative processes of this institution. The Act applies to the Academy's members, including its Fellows, Council Officers, and other related entities, as well as their conduct and transactions within the Academy. The scope of the Act is national, falling under the purview of the Commonwealth of Australia. The Act allows for the amendment of the Academy’s Bye-Laws, which were originally established under the Royal Charter and subsequently supplemented by the Supplemental Royal Charter. Notably, the Act specifies the process for approving amendments to the Bye-Laws, requiring a three-fourths majority vote from the Fellows at a special meeting, followed by formal approval from the Governor-General. The approved amendments in 2017 included changes to the Bye-Laws to comply with the Australian Charities and Not for Profit Commission requirements, modifications to nomination processes for Council Officers, clarification of the Executive Committee's role, and updates to the Chief Executive's title and responsibilities. These changes were intended to modernize the Academy’s operational framework, enhance governance efficiency, and facilitate electronic participation in various Academy activities.
Key Provisions
The principal sections of the amendments to the Australian Academy of Science's Bye-Laws focus on updating and clarifying governance structures and processes. Firstly, Section 5 of Chapter VII (1) includes a Dissolution Clause to comply with the requirements of registration for the Australian Charities and Not for Profit Commission. Secondly, Section 1g of Chapter III (2) allows for up to two nominations for each vacant Council Officer position, except for the position of President. Thirdly, Section 1a of Chapter VI (3) now refers to the establishment of the Executive Committee and its role, while Section 3 of Chapter VII (4) corrects the title of the Chief Executive from Executive Secretary to the current title, and clarifies the role of the Chief Executive. These amendments aim to align the Academy's governance with modern practices and legal requirements.
The amendments impose several obligations on the Academy and its members. The Academy must ensure that the Bye-Laws are updated to include the Dissolution Clause, which requires a clear process for the Academy's dissolution in compliance with regulatory standards. The Council must allow for up to two nominations for each vacant Council Officer position, except for the President, and ensure that the Executive Committee is established and its role is clearly defined. The Chief Executive's title and role must be correctly reflected in the Bye-Laws. Furthermore, the Academy must facilitate electronic voting for all Academy elections and allow attendance at committee meetings via electronic means, except for the Annual General Meeting (AGM). These changes aim to streamline processes and improve efficiency within the Academy.
Failure to comply with the provisions of the amended Bye-Laws may result in several consequences. The Academy, its Council, and its members must adhere to the new processes and requirements outlined in the Bye-Laws. Non-compliance with the Dissolution Clause may result in regulatory penalties or loss of registration with the Australian Charities and Not for Profit Commission. Failure to follow the nomination and voting processes could lead to invalid elections and potential disputes over Council positions. Additionally, not facilitating electronic means of participation where required could lead to operational inefficiencies and non-compliance with the updated governance processes. While the document does not specify maximum penalties for these breaches, they could include regulatory sanctions or internal disciplinary actions.
The amendments to the Australian Academy of Science's Bye-Laws represent significant updates to the governance framework of the Academy, ensuring compliance with modern regulatory standards and enhancing operational efficiency. By introducing provisions such as the Dissolution Clause, allowing multiple nominations for Council positions, and clarifying the roles within the Academy, the amendments aim to improve governance and streamline processes. However, these changes impose clear obligations on the Academy and its members to ensure compliance, with potential consequences for non-adherence.