A proposal to transition the Society from an Incorporated Association to a Company Limited by Guarantee

A proposal to transition the Society from an Incorporated Association to a Company Limited by Guarantee

In November 2021, as part of a strategic planning exercise, the ANZSGM Council began a review of all governance policies, procedures and processes that impact the way the Society operates. As part of this review, the Council discussed the most appropriate governance structure for the Society.

To ensure that the ANZSGM can operate as a truly international organisation that complies with the regulatory requirements in these environments, it was decided to explore options for reforming the organisation under Commonwealth law. The ANZSGM Council has decided that it would be appropriate to reform the Society as a company limited by guarantee to be regulated and governed by Commonwealth laws.

The ANZSGM was originally established as (and remains currently) an incorporated association under New South Wales law and the NSW Department of Fair Trading. This set a range of expectations around how the ANZSGM conducts its business.  It is proposed that the ANZSGM change from an incorporated association under New South Wales law, to a company limited by guarantee under Commonwealth law.

In this conversion it is proposed that the ANZSGM adopt a new constitution as part of that process. While substantially similar in form to the existing Rules of the Society, the new constitution will reflect changes in the way that the ANZSGM is governed to better align them with the change in nature of the Society from an association to a company, and the practices and procedures of the Society as it has developed and matured since it was established.

A new constitution has been developed as part of this proposal. While no substantive changes will be proposed to the provisions relating to the operations of the Society or Council, some functions will be removed from the Constitution to be managed through new governance measures. Most notably, this will include the operations of ANZSGM Divisions, Section 41 of the existing Rules of the Society, which will removed from the Society’s Constitution and managed through the development and implementation of By-Laws that further support the function and purpose of these important bodies.

This proposal will be discussed and voted on as a Special Resolution at the Annual General Meeting on Thursday, 11 May 2023 at 12.00pm (AEST), at the Brisbane Convention & Exhibition Centre as part of the 2023 Annual Scientific Meeting.

There are a number of reasons from both statutory and operational perspectives why remaining an incorporated association in NSW is no longer an appropriate structure for the Society.  In particular, the Society is an international body and should be recognised as such in the public domain.  The proposed structure of a Company Limited by Guarantee governed by the Australian Securities and Investment Commission (ASIC) will provide the Society with the most relevant legal structure for its brand and recognition.  In particular, the following requirements in relation to Societies support the need for this change:

  • Technically a registration as an incorporated association in a particular state (NSW) means the organisation is not entitled to operate activities outside of the State. ANZSGM now carries out regular activities in all states of Australia and New Zealand.
  • The Government of New South Wales has legislated that associations with a certain level of income or assets may no longer be entitled to remain as incorporated associations within NSW due to their scale. The ANZSGM is close to one or more these benchmarks and therefore this decision is simply meeting what may well be legislated shortly.
  • As Directors of a company registered under ASIC, the compliance requirements and general level of Governance expectations will be at a higher standard than that imposed at State level. We believe it is appropriate for the professionalism of the Society that it is governed by the most appropriate standards to support the membership.
  • The reflection of the organisation as a national entity better reflects our membership base and is more appropriate when presenting to Government and other statutory authorities.

An detailed Explanatory Memorandum will be prepared for Society Members and form part of the Notice of General Meeting for the 2023 Annual General Meeting. This will provide further information about the proposed change of structure of the Society and the Council’s recommendation to approve the transition. Members are encouraged to read these in conjunction with the accompanying proposed Constitution which will also be distributed.

Council welcomes any feedback from Members about this proposal. Please feel free to contact head office with any questions at:

Alison King – ANZSGM Executive Officer
executive@anzsgm.org