The Australian Academy of Science - Approval of Amendments to the Bye-Laws

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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

 

  1. 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’).
     
  2. 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”.

Overview

The Australian Academy of Science Approval of Amendments to the Bye-Laws Act 2020 was enacted to amend the Academy’s Bye-Laws as approved by the majority of its Fellows. The Act, which was approved by the Governor-General on 15 April 2020, aims to enhance the Academy’s governance structure by reconstituting its Finance Committee, now named the Finance, Audit and Risk Management Committee. This change includes a broader mandate, an increase in the number of meetings from two to at least four per year, and the inclusion of external members with expertise in finance, audit, and related activities. The objective of these amendments is to strengthen the Academy’s risk management, compliance, audit, and governance frameworks, ensuring robust oversight and accountability in its financial and operational activities. The Act was introduced to address the need for improved financial oversight and governance within the Academy, reflecting the importance of audit and risk management in the organisation’s strategic direction. Enacted by the Parliament of the Commonwealth of Australia, the policy objective is to ensure that the Academy maintains high standards of accountability and integrity in its operations, ultimately contributing to its mission of advancing scientific knowledge and supporting the nation’s scientific endeavours.

Scope and Application

The Australian Academy of Science Approval of Amendments to the Bye-Laws Act pertains to the Australian Academy of Science and its members, specifically its Fellows who have the authority to approve amendments to the Academy's Bye-Laws. This legislative measure applies to the governance and administration of the Academy, focusing on the restructuring of its Finance Committee, which has been renamed the 'Finance, Audit and Risk Management Committee', and expanded in its mandate to include risk and audit matters. The Act is grounded in the Original Charter and the Supplemental Royal Charter, with the Governor-General holding the final approving authority for any changes to the Bye-Laws. The changes are applicable on a national level, as the Academy operates throughout the Commonwealth of Australia. The Act does not specify any exclusions or exemptions, and its application is direct without the need for subordinate instruments. The changes to the Bye-Laws were approved by more than three-fourths of the Academy’s Fellows in a ballot, and subsequently approved by the Governor-General, reflecting a democratic and structured process for governance within the Academy.

Key Provisions

The Australian Academy of Science (the Academy) has undergone a significant restructuring of its governance as outlined in the Gazette, specifically detailing the approval of amendments to the Bye-Laws. These amendments were approved by more than three-fourths of the Academy’s Fellows in a ballot held in July 2019, and subsequently approved by the Governor-General on 15 April 2020. The main changes involve the reconstitution of the Academy’s Finance Committee, now known as the Finance, Audit and Risk Management Committee (FINCOM). This committee has been expanded to include external members who are experts in finance, audit, and related activities, one of whom will serve as the Chair of Audit. FINCOM will now have a broader mandate encompassing risk and audit matters and will be required to hold at least four meetings per year, up from the previous two. The Chair of Audit, an external member of FINCOM, will chair the committee when risk and audit issues are being discussed and will be invited to attend at least one Council meeting annually. The changes mandated by the new Bye-Laws impose specific obligations on the Academy and its members. The Treasurer is tasked with overseeing and actively monitoring the Academy's budgets, finances, investments, funds under management, strategic risk management, and audit. The Treasurer is required to advise and assist the Council on these matters and presents the financial report to the Fellowship at the Annual General Meeting. FINCOM, in its new form, must provide assurance, advice, and assistance to Council on the Academy’s risk management, compliance, audit, and governance frameworks, as well as its internal and external accountability responsibilities, including those related to financial statements and reporting. Furthermore, FINCOM is responsible for recommending an annual budget to the Council, which may include any expenditure from the Academy’s reserves and/or endowments. Failure to comply with the provisions of the amended Bye-Laws may result in various consequences, though specific penalties are not detailed within the Gazette. The governance structure outlined ensures that the Academy maintains robust financial oversight and compliance with its internal and external accountability requirements. Breaches of these obligations could potentially lead to civil or criminal consequences, depending on the nature and severity of the non-compliance. However, the Gazette does not specify the exact penalties or consequences for breaches of the Bye-Laws. The changes were formally published in the official Gazette, which serves as the official record of the approval and implementation of these amendments.

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Sourced from the Federal Register of Legislation at 26 August 2026. For the latest information on Australian Government law please go to https://www.legislation.gov.au.