Letter from the Chair | IAP2 Australasia Proposed Change to the Constitution

Dear members,

I am writing to you as Chair and on behalf of the IAP2 Australasia Board to seek your support for an important constitutional change that aims to enhance the continued growth of our organisation. The change will provide more flexibility while retaining full member control.

IAP2 Australasia has flourished over the last six years, our membership has grown from just over 3,000 in 2017 to over 15,000 members, our revenue likewise has grown from $2.9million to tracking to over $6million this financial year. We have introduced new courses, member post-nominals to recognise your professional expertise, we have advocated and are succeeding in embedding IAP2 standards in government guidelines across Australia and New Zealand.

Like any growing organisation we face challenges. One of those challenges is managing growth and continuing to elevate our governance and professionalisation of our organisation. A key element to this success is individuals who are prepared to give up their time as volunteers to commit to what is a demanding and high performing board. At present, our constitution restricts directors to only 2 x 3-year terms which we believe could be improved.

Over the last four years we have only had one contested director election, and it is now at the point where we had only two nominations for three positions at the 2023 director election. We recently held a nominations process in March 2024 to fill the third position and sadly no nominations were received.

As a board we are exploring a range of initiatives to continue to improve the skills on the board and establish a structure in-line with best practice governance. One of the initiatives we are exploring is extending the maximum number of continuous terms from two to three in line with contemporary governance best practice.

Consulting the membership there was significant support for the proposal however there was a variety of concerns:

Concern that six years is enough for a NFP board.
That nine years may lead to complacency and a stale board.
Nine years will lock out new directors.
The board can appoint two extra members if people wish to go beyond six years via a special resolution of members.

To address some of these concerns I would like to outline the following important points for you to consider.

Every director is appointed for a three-year term and MUST re-stand for re-election should they wish to continue to serve. Being elected once does not constitute a nine-year term. Members have a total say in who they decide to elect.
The board is staggered, there are 3 positions to elect every year providing for turnover. On this basis members can elect three new people every year providing renewal.
Australian Institute of Company Directors (AICD) recommend best practice as 3x 3-year terms. The first term is about learning, the second term is about contributing, and the third term is about mentoring and contributing. This considers the importance of organisational history and the ongoing transfer of knowledge.
This change was also recommended by an independent review of IAP2 Australasia governance conducted by Johnson Partners who are Board Specialists.
The constitution allows the appointment of two additional directors for special purposes, however these appointments must also meet the maximum term as per the Constitution. The positions are designed to enable the board to appoint individuals with special technical skills which are needed from time to time.

The board and I encourage and urge you to support this resolution, it will provide the organisation with additional options. The challenging reality is there are limited members with the skills and time to serve as a volunteer director. The IAP2 Australasia Board wish to provide the organisation more options into the future while retaining full member control and choice.

I would be happy to discuss this in more detail with any member and you can contact me personally at tony@tonyclark.com.au.

Yours sincerely,

Tony Clark GAICD
Chair, IAP2 Australasia