It’s not often that organisations undertake the arduous task of completely changing their constitution. IPWEA Australasia had been working on a completely new and contemporary constitution for more than three years.
Regrettably, however, the final version did not reach unanimous agreement at Board level and consequently it was ‘parked’ in February this year. This meant we have continued to operate under our original 1999 Articles of Association and Memorandum of Association.
That original Articles and Memorandum of Association however were clearly outdated and contained many clauses that were redundant. In addition, IPWEA Australasia holds registered charitable status under the Australian Charities and Not-For-Profits Commission (ACNC). This Federal status alone however was not sufficient to meet the requirements of the NSW Office of State Revenue (NSW OSR) which administers such matters as payroll tax. Accordingly, to be considered for payroll taxation exemption, IPWEA Australasia needed to alter a number of out-dated clauses within its Articles and Memorandum to align more closely with the charitable requirements for payroll tax exemption within the NSW OSR.
In total, there were 38 changes required across 29 pages of both documents. There were three discrete batches of amendments proposed: removal of redundant clauses; modernising of clauses to reflect current practice; and amendments to recognise IPWEA Australasia’s charitable status. The Board considered and approved all of these proposed amendments and recommended their adoption by a Special General Meeting of members. All current and proposed changes were made available to all members and were posted on the website for due consideration within the time frames required.
At the Special General Meeting convened on 20 June 2018 in Rotorua (NZ), which coincided with IPWEA NZ’s Annual General Meeting and their national conference, the IPWEA Australasia President and CEO placed the matter before a duly convened meeting of members. After fully explaining the proposed amendments, the President received a vote of unanimous approval of all of the proposed amendments.
It was significant and a mark of respect that such an important change to IPWEA Australasia’s Articles and Memorandum was so well endorsed by its newest, and largest membership Special Division, New Zealand.
The refreshed Articles of Association and Memorandum of Association have now been lodged with the relevant statutory authorities as well as the NSW OSR seeking an exemption from NSW payroll tax. Once these have all been formally processed, a clean copy will be placed on the website for member reference. I would like to thank those members that provided proxies and particularly those who attended in person and voted for these amendments.
Robert Fuller CEO, IPWEA