After considerable member engagement and consultation with ADA members and branches over the past 18 months, the ADA Federal Council is unanimously recommending two newly prepared constitutions for approval by members.
The first constitution implements a range of changes to improve the governance of the ADA federal body. It includes a move to a more contemporary, smaller, more nimble skills based board of 7 including 2 independent skills based directors to govern on behalf of all members. It limits the maximum number of member directors from any state or territory to 2 and it resolves the misunderstood principle that legally Federal Councillors have not been representatives for many decades.
The new constitution retains the involvement of branches in board selection by introducing a Board Nominations Committee, a committee appointed by Branches whose role is to consider the skills and composition of the Board and recommend directors to members for approval in an online vote. This is one of several checks and balances to ensure accountability in the new constitution. It limits the term of directors to 3 terms of 3 years to allow for succession and renewal while retaining corporate knowledge. While the transitional Board will be elected from the current 18 person Federal Council, those positions will begin to be contestable 1 year later.
The new constitution provides expanded representational capacity through a representative Policy and Advisory Committee with one representative from each state or territory, the ability to bring in other groups as required and the ability for that committee to seek direct input from groups who should have input on specific issues.
This constitution does not change federation in any way with all clauses related to the operation of the federation bought across from the existing constitution without any material changes. It doesn’t change the membership eligibility or entitlements.
The second part of the meeting relates to transferring the ADA from an incorporated Association in the Australian Capital Territory to a Public Company Limited by Guarantee. The incorporated association legal framework was designed for small local associations based in that state. We hold an Australian Registered Business Number which is intended to allow an organisation based in the state it is registered in to trade outside of the state which means we have legal and compliance obligations under both the Association Incorporation Act and the Corporations Act. The move to a Public Company Limited by Guarantee moves the association into the most appropriate and most rigorous legal framework.
The second constitution is identical to the first constitution other than changes to ensure the constitution is appropriate for a Public Company Limited by Guarantee. If members adopt Special Resolution 10, this constitution would come into effect on the incorporation of the ADA as a Public Company Limited by Guarantee.
Federal Council now recommends that the current ADA Inc constitution be replaced with the draft Constitution sent to members with this Notice of Annual General Meeting.
In accordance with clause 45(2) of the current ADA constitution, notice is given of the intention to propose the following special resolutions:
1. IT IS RESOLVED (BY STANDARD RESOLUTION) THAT:
The Minutes of the Annual General Meeting of the Association held on November 21, 2022, be received, signed and entered into the Minutes Book.
2. IT IS RESOLVED (BY STANDARD RESOLUTION) THAT:
The Annual Report of the Australian Dental Association for 2022/2023 be adopted.
3. IT IS RESOLVED (BY STANDARD RESOLUTION) THAT:
The Australian Dental Association Inc. Financial Report for the year ended June 30, 2023, be adopted.
4. IT IS RESOLVED (BY STANDARD RESOLUTION) THAT:
Nexia be appointed as the Australian Dental Association’s Auditors for the financial period July 1, 2023 to June 30, 2024.
5. IT IS RESOLVED BY SPECIAL RESOLUTION THAT:
The existing Constitution of ADA be repealed in full and the Constitution attached to the Notice of Annual General Meeting to be held on 21st November 2023 and marked “Annexure A” be adopted in its place as and from the close of the Annual General Meeting.
6. IT IS RESOLVED (BY STANDARD RESOLUTION) THAT:
That the following individuals shall comprise the Elected Directors of the Association under clause 8.10 and 8.42 of the constitution:
7. IT IS RESOLVED BY SPECIAL RESOLUTION THAT:
The Board of ADA is empowered to do all things necessary and expedient to give effect to Special Resolutions 5 and 6 including making any administrative or procedural changes to the Constitution referred to in Special Resolution 5 .
Explanatory Notes for Special Resolution 8
The Federal Council of ADA resolved on August 18, 2023 to recommend to the members that the Association transfer its incorporation from the Associations Incorporation Act 1991 (ACT) to be a company limited by guarantee under the Corporations Act 2001 (Cth).
8. IT IS RESOLVED BY SPECIAL RESOLUTION THAT:
The Association apply for permission to apply for registration of the Association as a company limited by guarantee under the Corporations Act 2001 (Cth) pursuant to Part 6 of the Associations Incorporation Act 1991 (ACT).
9. IT IS RESOLVED BY SPECIAL RESOLUTION THAT:
The Board of ADA is empowered to do all things necessary and expedient to give effect to Special Resolution 8 including to make application to the relevant government authorities and the Australian Securities and Investments Commission
10. IT IS RESOLVED BY SPECIAL RESOLUTION THAT:
The existing Constitution of ADA be repealed in full and the Constitution attached to the Notice of Annual General Meeting to be held on 21st November 2023 and marked “Annexure B” be adopted in its place as and from the close of the Annual General Meeting and, as a consequence, the Association change its name to "Australian Dental Association Ltd".
