Enhancing the quality of life for all Queensland communities

Our New Constitution

What is a constitution?

The constitution sets out the rules that govern the operation of the Institute for the benefit of its members. 

Why do we need a new constitution?

From our lawyers, McCullough Robertson:

The Associations Incorporation Act (AI Act) establishes a legal framework to enable small non-profit organisations to enjoy the protections of incorporation. The AI Act has relatively rigid provisions that are better suited for less sophisticated organisations.

Today, the modern commercially operating not-for-profit legal entity is the CLBG. In light of these changes, the incorporated association structure may no longer provide the optimal framework for IPWEAQ based on its current activities.

  • The Institute is currently an incorporated association under the Associations Incorporation Act 1981. The Institute is also a registered charity with the ACNC (Australian Charities and Not-for-profit Commission).
  • Ultimate authority for determining the rules that will govern members and their Institute currently rests with the CEO of the Office of Fair Trading.
  • An incorporated association is considered an inferior corporate structure to a Company Limited by Guarantee (CLBG). It is suitable for small associations and start-ups which may not have the capabilities or resources to adequately manage its own affairs. 
  • As a CLBG incorporated under the Corporations Act, the authority to determine the rules that govern the Institute, transfers to its members.
  • When a CLBG is a charity, its main regulator becomes the ACNC and less complex laws apply because various provisions in the Corporations Act switch off for registered charities that are CLBGs.
  • Because we are changing our corporate structure, we are not amending the old constitution but replacing it with a brand new constitution with clauses suitable for a CLBG. Very few rules in the old constitution continue in the new constitution unchanged.
  • There are a number of prescriptive rules in the current constitution which restrict the ability of the Institute to adapt to changing circumstances for example, categories and definitions of membership which under the new constitution can be amended from time to time by the Board. However, members have the right to veto Board decisions in a General Meeting [Clause 42(c)] under the new constitution.
  • There are some rules in the current constitution that attempt to usurp the authority of the IPWEAQ Board to make decisions for IPWEAQ members and there are some rules that attempt to usurp the authority of members to determine the rules that will govern their institute. We have removed these references.
  • Our constitution has not been updated since 2006 and owing to various ad hoc amendments over the years, there are a number of conflicting rules and others that don’t respond to the needs of a modern organisation eg postal voting rather than electronic voting.

Proposed General Meeting to adopt new constitution and legal structure

Date: Thursday 24 October 2019

Location: Brisbane, Royal International Convention Centre, Meeting Rooms 1 & 2

Time: 12:45 – 1:15

If you are unable to attend the General Meeting, please submit your vote by Proxy by completing the attached Proxy Form. Please return it to the Chief Executive Officer before 4pm 10 October 2019.

Please ask questions about your proposed new constitution and legal structure

Thank you for your queries in relation to the proposed new constitution. I will respond to you shortly.

Leigh Cunningham
Chief Executive Officer
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Please do not hesitate to contact Leigh Cunningham if you have any queries.