National restructure of the Australian Institute of Steel Detailers (AISD)

The AISD has restructured its organisation so that there is now only one, national governing body.

Previously, the AISD consisted of 5 separate entities with a common name, each registered in their home state. The two most significant factors driving this change were;

the difficulty state-based bodies were having finding members willing to volunteer for management committee positions
the duplication of effort required for compliance and administration tasks that each separate state group needed to carry out.

The plan to amalgamate the state bodies was discussed at every National Steering Committee meeting for the last 4 years as well as numerous phone conversations and emails between the management committees.

The agreed option for the restructure was to establish a new, not-for-profit corporation limited by guarantee, then invite each state group to wind up or cancel the registration of their existing association and transfer their assets and members to the new entity.

This option achieves our intended goals by eliminating the need to separately operate the state entities, greatly reduces total running costs and eliminates duplication of management tasks.

Winding up – Each state management committee had to review the constitutions of their association in order to determine exactly how the entity could be wound up. Generally speaking, the processes between states are very similar and should not take long to work through.

A notice of a meeting would need to be issued for each association, the process for winding up outlined in each constitution would need to be complied with, the management committee would lodge any necessary forms with state and territory regulators, final accounts had need to prepared for each association and the assets of each association would need to be transferred to the new national entity.

Each association only had cash assets from membership fees, so no tax or duty issues should arise in transferring the assets of each state entity to the new company.

Governance of the new company – To ensure that each state is engaged in management, the new company includes provisions in the constitution that provide for board representation from each state jurisdiction.

We also provide for different classes of membership based on jurisdiction to ensure that the members of each state can vote on jurisdiction-based matters – such as their board representative and be involved in the planning and delivery of local events.

The management committee of the Queensland AISD assumed the roles of the inaugural board members for the new company (the Foundation Board). The Foundation Board will oversee operations of the new company for 2 years while other states and territories transition to the new structure. After this period, at least one person from each state/territory would be elected as a director. There would be a board cap to ensure that the board does not reach an unmanageable size.

By-laws and policies

The new company will design and implement policies or by-laws for dealing with matters such as the election of a president or chairman and the management of funds.

In relation to the election of a president or chairman, the board will allocate these positions once elected.

As discussed between the state AISD leaders, each jurisdiction will be able to maintain some autonomy and segregation of their members funds; by-laws will outline how this should be attended to. Once the initial, roll-over funds are received, the board of directors will determine how to apply any further segregation of ACMA balances.

Key differences between previous, incorporated association structures and the new public company

There is no real difference in liability for members or directors – it’s just that the obligations of directors are more regularly codified in legislation compared to the duties of officers of incorporated associations. However, common law (being law from court decisions), imposes very similar obligations on officers of incorporated associations when compared to legislation applicable to directors of companies.

Next steps

As a public company we will need to hold an annual general meeting (AGM) yearly.

The AGM will be held at the Australian Steel Convention. The Convention is delivered by the Australian Steel Institute (ASI) and is held at a different capital city each September.

This year, the Convention is scheduled for Sydney from Sunday the 15^th to Tuesday 17th of September. The ACMA AGM will be conducted on Tuesday 17^th September from 4pm.

Please see separate article relating to this event. Notices advising of the AGM will also be sent to all current ACMA member 30 days prior to the event.