The Australian Academy of Science
Approval of Amendments to the Bye-Laws
Changes to the Academy’s Bye-Laws were approved by more than three-fourths of the Academy’s Fellows voting in an all-Fellows ballot in July 2019, for which due notice had been given.
On 15 April 2020, in accordance with Chapter VIII of the Bye-Laws, His Excellency the Governor-General of the Commonwealth of Australia approved the changes.
The changes are to reconstitute the Academy’s Finance Committee (FINCOM) as follows:
1) the Finance Committee to be renamed the ‘Finance, Audit and Risk Management Committee’ (still referred as FINCOM);
2) FINCOM to be granted a new mandate to take on a broader remit (to include risk and audit matters);
3) the membership to be revised (to include three external members who are expert in finance, audit and related activities, one of whom is the Chair of Audit);
4) FINCOM to hold at least four meetings per year (up from two); and
5) the Chair of Audit (an external member of FINCOM) will Chair the FINCOM meetings when risk and audit issues are before it and will be invited to attend at least one Council meeting each year.
The Treasurer shall oversee and actively monitor the Academy's budgets, finances, investments, funds under management, strategic risk management and audit, and shall advise and assist Council in these matters. The Treasurer presents the financial report to the Fellowship at the Annual General Meeting. FINCOM shall provide assurance, advice and assistance to Council on the Academy’s risk management, compliance, audit and governance frameworks, and its internal and external accountability responsibilities including in relation to financial statements and reporting. Annually, it will recommend to Council a budget for the Academy including any expenditure from the Academy’s reserves and/or endowments.
The reconstitution of the Finance Committee requires changes to the Bye-Laws at Chapter III: Section 12a -13e and Chapter VII: Section 3e.
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-and-standing-orders
Witness under my hand on 15 April 2020
General David Hurley AC
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 22 August 2017.
6. 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 the next Annual General Meeting, 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 13 of the Supplemental 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”.