Information on the new AICD Constitution

Friday, 19 November 2021


    Over the past 12 months we have been working on a review of the Institute’s governance framework.

    That review has focussed on the formal documents which establish the governance framework – our Constitution, our By-laws and the charters for our Division Councils – together with the practical ways in which the National Board, the Division Councils and our management team engage with each other in advancing the affairs of the Institute.

    Why we have changed our Constitution

    The basic structure of the Institute as a single corporate entity with clear unity of purpose and management but with seven Divisions giving us reach and presence in each of the States and Territories of Australia works well.

    However, the Constitution in place prior to the review reflected a series of piecemeal amendments over the years as the structure has been developed and refined. This has resulted in some cumbersome and confusing drafting, and the Constitution had not been updated to reflect modern methods of communication and the registration of the Institute under the Australian Charities and Not-for-profits Commission Act 2012 (“ACNC Act”).  

    The AICD’s new Constitution

    In early 2021 we commissioned Gilbert+Tobin to review the Constitution and prepare a completely new draft which is appropriately modernised and clearer in its drafting but which did not alter the basic structure of the Institute, the relationship between the National Board and the Division Councils and the processes for the appointment of Directors.

    An initial draft of the proposed Constitution was made available to members for review in July 2021 and the Institute is very grateful to all members who provided comments on the draft. These comments were taken into consideration in preparing an updated draft of the proposed Constitution, which was presented to members for adoption by way of special resolution at the Annual General Meeting on 17 November 2021. 

    At the 2021 Annual General Meeting, members who voted on the resolution overwhelmingly supported the adoption of the proposed new Constitution. The AICD wishes to thank members for attending the meeting and for their support for the new Constitution.

    A copy of the new Constitution is available on our website.

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