Notice of Special General Meeting - 8th February
The Special General Meeting called for the purpose of incorporating CAUL will be held via Zoom Webinar.
When: Feb 8, 2019 2:00 PM (AEDT).
Topic/purpose: CAUL Meeting (Special Meeting to Approve the CAUL Constitution & path to incorporation)
Agenda: Draft agenda available (24-1-19)
Please register in advance for the webinar:
After registering, you will receive a confirmation email containing information about joining the webinar.
The new consittuion has been developed over the last twelve months, there have been two rounds of consultation held in September 2018 amd January 2019.
- New Constitution (Final draft 24 January 2019)
- Current Constitution (Updated March 2014)
- Current board charter (Updated 19th Sep 2018)
Key briefing documents previously prepared and presented
- The lastest briefing paper 22/11/18 (CPO)
- Presentation slides used at CAUL 2018/2 in September 2018 (CPO)
- Original CAUL Incorporation Proposal (Presented at CAUL2017/2 in September 2017 - Prepared by the Executive Officer)
Matters arrising from previous consultation
When the constitution was presented at the CAUL 2018/2 meeting two issues were raised:
(1) Was the membership model used by CAUL appropriate for an incorporated association; and
(2) Do the objects (CAUL's objectives) sufficiently reflect CAUL's purpose as an organisation?
See a summary of questions and advice provided (Presented to the Executive Committee in October 2018).
The question of membership was addressed by seeking advice from ECU's legal team, and advice from the Associations Forum. The the question of CAUL's objects was addressed through a process of reviewing and updating the existing objectives, this was conducted by the Executive Committee.
- Briefing paper on membership (Executive Committee Meeting 2018/6 22/11/18)
- Briefing paper on CAUl's objects (Executive Committee Meeting 2018/6 22/11/18)
Draft motion to be considered at the Special Council Meeting on the 8th February
The draft motion has been prepared and endorsed by the Executive Committee (November 2018). The motion is presented in six parts, and each part may be discussed and voted on separatly or the motion can be considered on block.
This motion is that CAUL:
 Confirms the name of the association to be that described in the new constitution under section 1.1;
 Confirms the objects of the association to be those described in the new constitution under section 1.3;
 Adopts the new constitution;
 Appoints the Executive Director Rob O'Connor to be the inaugural Public Officer;
 Appoints the following persons to positions on the Board as described under part 3 of the new constitution:
Chair of the Board: Margie Jantti, term ending September 30th 2019
Deputy Chair: Jill Benn, term ending September 30th 2020
Directors (Elected): Constance Wiebrands, term ending September 30th 2020, holding the portfolio of Treasurer. Robert Gerrity, term ending September 30th 2019.
Directors (Appointed): Roxanne Missingham, term ending September 30th 2019. Catherine Clark, term ending September 30th 2020, holding the portfolio of Program Director: Fair affordable and open access to knowledge. Carmel O'Sullivan, term ending September 30th 2020, holding the portfolio of Program Director: Digital Dexterity
 Authorises the Public Officer to apply for the incorporation of CAUL and to do all things necessary to lodge the application with Access Canberra following the meeting at which this resolution is passed.
The Board shall be the inaugural committee for the purpose of incorporation, with members’ terms beginning from the date on which this resolution is passed and ending on the dates listed by their names. The Special Resolution must give members at least 21 days’ notice, with the notice accompanied by all documentation necessary to make an informed decision. A Special Resolution must be passed by 3/4 of the members.
The incorporation process
A number of documents and supporting information have been prepared by CAUL in order to incorporate. Access Canberra provides instructions for incorporating an association, which includes:
- the name of the association;
- the objects and purpose of the organisation;
- the rules (a constitution our CAUL's case) which describe how the organisation will operate;
- the people responsible for the organisation – the applicant, and the a public officer;
- and nominate an inaugural committee (in CAUL's case the Executive Committee or Board).
In CAUL’s case the association has a name and it is currently available (we cannot register a name that is already taken). CAUL’s objectives and purpose are set out in the new Constitution as are rules for how CAUL operates. Some rules will be written as policy separately from the constitution. The applicant and public officer shall be CAUL’s Executive Director and the inaugural committee will be the Executive Committee (which is being renamed to the Board in the new Constitution).
[Page 10] Section 16 of the Act sets out the steps required for incorporation ('the association' referes to CAUL). In CAUL’s case a motion given 21 days notice will need to be passed by 3/4 of CAUL's memebers which:
- authorises a person who is at least 18 years of age and who resides in the ACT to apply for the incorporation of the association (this person will be the Public Officer);
- approves a statement of the objects (or objectives/purpose) of the association;
- adopt rules of the association (our new constitution), being rules that comply with Section 32;
- appoint at least 3 members of the association to be the inaugural members of the committee of the incorporated association (the Board) if the application is successful.
The nominated public officer can then lodge an application for incorporation with Access Canberra. The application form is available at https://form.act.gov.au/smartforms/landing.htm?formCode=1249 and incorporation costs $193.00.
Reporting and other requirements
Incorporation comes with a number of reporting requirements which are listed by Access Canberra as:
Annual returns - An incorporated association must lodge an Annual return (DOC 208KB) or (PDF 196KB) with Access Canberra along with the prescribed fee where applicable. The information that an association needs to lodge in the annual return is:
- an audited statement of the association's accounts;
- a copy of the auditor's report in relation to those accounts; and,
- a completed annual return form.
Two current members of the committee and the public officer must sign the form. This certifies that the association has complied with the provisions of the Act. The committee of the association is responsible for ensuring that annual returns are lodged with Access Canberra within six months of the end of the most recently ended financial year. Committee members may be prosecuted if they do not take all reasonable steps to ensure the association complies with the Act. If annual returns are not lodged for two consecutive years the association’s incorporation may be cancelled and the assets of the association vested in the Registrar-General.
Changes of committee - Whenever any changes to the committee occur or a committee member changes their address the association must lodge a Change of committee particulars (DOC 161KB) or (PDF 161KB) with Access Canberra along with the prescribed fee where applicable. The association must ensure a change of committee is lodged within one month of the change occurring.
Change of public officer - Whenever a change of public officer or their address occurs, the association must lodge a Change of public officer particulars (DOC 127KB) or (PDF 159KB) with Access Canberra along with the prescribed fee where applicable. The association must ensure a change of public officer is lodged within one month of the change occurring.
Change of registered office - Whenever an association opens a registered office, changes the address of the registered office, or changes the opening hours of the registered office, the association must lodge a Change of registered office particulars (DOC 130KB) or (PDF 161KB) with Access Canberra along with the prescribed fee where applicable. The association must ensure a change of registered office is lodged within seven days of the change occurring.
Changes of rules or objects - Whenever the association resolves by special resolution to alter the objects or rules the association must lodge a Change of rules or objects of an association (DOC 178KB) or (PDF 187KB) with Access Canberra along with the prescribed fee where applicable. The information that an association needs to lodge along with the change of rules or objects of association is:
- a written statement of the specific changes;
- a fully updated copy of the association’s objects and purposes;
- a fully updated copy of the association’s rules, unless the association is adopting the model rules; and,
- a completed Association constitution and rules checklist.
Two current members of the committee must sign the form. This certifies that all changes to the objects or rules have been passed by special resolution and the provisions of the Act have been complied with. The committee of the association is responsible for ensuring that changes of objects or rules are lodged with Access Canberra within one month of the special resolution being passed. Alterations to rules or objects are of no effect until the change of rules or objects of association has been lodged and accepted by Access Canberra.
Background information to CAUL's incorporation
In 2016, the CAUL office compiled a series of documents related to previous reviews of the question of incorporation, including extracts of relevant minutes of CAUL and Executive meetings. CAUDIT has generously shared their documentation, including their proposal to members and their final constitution.
Memorandum of legal advice - to CAUL from Hall&Wilcox re incorporation (28/2/17) [included in papers for 2017/2.]
Documentation required for incorporation in the ACT is available from https://www.accesscanberra.act.gov.au/app/answers/detail/a_id/1504/kw/incorporation
Notes on the incorporation of CAUL in the ACT (compiled by Diane Costello)
*ACT Associations Practice Manual (AccessCanberra)
*Association Constitution & Rules Checklist (AccessCanberra)
*Association Model Rules (AccessCanberra)
*Associations Incorporations Act 1991
*Associations Incorporation Regulation 1991