By Laws of Chartered Accountants Australia and New Zealand, approval

APPROVAL OF BY LAWS OF CHARTERED ACCOUNTANTS AUSTRALIA AND NEW ZEALAND

Chartered Accountants Australia and New Zealand sought approval to amend the By-laws.  The amendments were approved by the Governor General on 28 July 2016.  The proposed amendments to the By-laws were approved by resolution of the members in an electronic and postal ballot of members conducted in accordance with the Charter and By-laws in November 2014.

Prior to the amendments being approved Article 21 of the Charter provided subject to the provisions of Article 22 hereof, the Institute may from time to time, by resolution approved by a ballot conducted in accordance with the By-laws, make such By-laws for the better execution of this Our Supplemental Charter, the furtherance of the objects of the Institute and generally for regulating the affairs of the Institute as to the Institute seem fit, and may from time to time rescind, vary or add to any By-laws and make others in their stead, but so that the By-laws for the time being be not in any respect repugnant to the laws of the Commonwealth of Australia or of any of the States or Territories comprised in the said Commonwealth, the laws of New Zealand or of any territory or dependency in respect of which the Parliament of New Zealand

may make laws, or inconsistent with the express provisions of this Our Supplemental Charter.

Article 22 of the Charter provides that no By-law or any rescission or variation thereof or addition thereto shall come into operation until the same shall have been submitted to and approved by Our Governor-General in and over the Commonwealth of Australia or the person for the time being administering the Government of Our Commonwealth of Australia.

Article 23 of the Charter provides that the Board of the Institute shall cause all such By-laws, when approved, to be printed and published together with the formal approval of Our Governor-General in the Official Gazette of the Commonwealth of Australia.

The principal amendments to the By-laws include:

Committees and Tribunals

Two new committees have been created – the Professional Conduct Oversight Committee (PCOC) and the Professional Conduct Committee (PCC).  The current Professional Conduct Tribunal will continue, but will be renamed the Disciplinary Tribunal (DT) - the Appeals Tribunal (AT) will continue. 

The purpose of the PCC is to receive, initiate, investigate, determine and, if necessary, refer complaints to the DT.  The DT and AT will continue to hear and determine complaints and appeals of decisions respectively.  The meetings of the PCOC and PCC will be held in private and the DT and AT in public. 

Disclosure Events and Notification Events

The introduction of two new terms - Disclosure Event and Notification Event.  These terms have been introduced to require a CA ANZ member to advise the PCC on the occurrence of certain events that would, prima facie, cause that member to face disciplinary action. 

Investigation

The PCC can conduct an investigation into matters brought to its attention and have the power to require information from a member to enable the investigation to be completed.  To facilitate its investigations, the PCC can require a member to attend a Case Conference (a meeting of the PCC) to answer any questions or discuss a complaint. 

At the conclusion of their investigation, the PCC can:

• conclude that no further action is required;
• caution a member;
• enter into an agreement with the member wherein the member and the PCC agree the appropriate action to be taken, including:
  • reprimanding a member;
  • fining a member; or
  • directing a member to undertake certain professional development courses;
• require the member to pay costs associated with the complaints;
• require a member to submit to a Quality Review;
• a combination of the above; or
• refer a matter to the DT.

Reviewer of Complaints

A new role of a Reviewer has been introduced.  The Reviewer is legally qualified and is independent of CA ANZ, the member and the complainant.  The Reviewer will, upon request (and payment of the prescribed fee) of either the complainant or the member, review the PCC’s file where the complaint was concluded by the PCC.  Complaints referred to the DT are not able to be referred to the Reviewer.  The Reviewer will report back to the parties involved in the complaint and can recommend the PCC reconsider its decision.

Interim Suspension of Membership

The DT will now be able to suspend a member’s membership on an interim basis.  The DT can only exercise this power when it “is satisfied that it is necessary or desirable to do so, having regard to the urgency of the matter, the interests of the public, the reputation of CA ANZ, or the integrity of the profession of accounting”.  A member whose membership is proposed to be suspended in accordance with this By-Law will have a DT hearing in an expedited manner.  We expect this power to be used only in rare and exceptional circumstances.

Transitional provisions and other matters

The following other matters have been amended in the By-Laws:

• The current practice has been that a member whose membership has been terminated or who has been excluded from membership by the DT or the AT was not able to re-apply for membership.  Members are now able to re-apply for membership, however, such application must be approved by the DT.
• The By-Laws provide for reciprocity of sanctions in the most serious cases against a member in Australia and New Zealand.  This avoids a member and CA ANZ needing to have the same matter dealt with in both jurisdictions.
• The awarding of costs in relation to the disciplinary framework is included in the By-Laws.  The matters to be considered when awarding costs are set out in CR 8 Disciplinary Procedures.  Costs for the DT and AT will continue to be awarded to members in an amount determined by the DT and AT.  In the majority of cases, costs of the PCC will not be passed onto members.

Other Amendments to the By-Laws

Changes to voting arrangements to remove the requirements for scrutineers. In this digital process the role of scrutineer is reduced and is supported by undertakings obtained from the external provider as to the accuracy and correctness of the voting process.

Changes to enable the New Zealand Regional Council to fill casual vacancies by appointment or to not fill the vacancy.

Composition of the Nominations and Governance Committee

The size of the Committee has increased for the inclusion of two individual members who are not Regional Councillors, Directors or members of the Council.

Removal of the reference to specific dates in relation to annual subscriptions

Removal of By-Law 54 (a) which specifies that annual subscriptions shall cover the period 1 July to 30 June.

There are a number of minor changes required to provide greater clarity or to correct minor errors. 

• All references to the Institute will be replaced with Chartered Accountants Australia and New Zealand or CA ANZ.
• The definition of the Nominations and Governance Committee will be corrected to show that the Committee is established by the Council and not the Board.
• Provisional Members will be added to the list of membership types that do not receive a certificate of membership.
• The reference to Members in relation to appointments to the Board will be replaced with a reference to Individual Members to align it with the provision covering positions on the Council.  The definition of Individual Members does not include Provisional, Affiliate and Practice Entity members.

A complete version of the new By-laws can be obtained on the Chartered Accountants Australia and New Zealand’s website www.charteredaccountantsanz.com/CA-bylaws