Explanation of changes to the Constitution.

On 28th July 2014, Members will vote on a proposal to adopt a replacement Constitution. This paper is intended to provide Members with a general understanding of the reasons why the directors are proposing that change. Anyone who would like a more detailed explanation is welcome to contact the Company Secretary at: This email address is being protected from spambots. You need JavaScript enabled to view it. or phone 02 8833 3038. Members are entitled to ask for a copy of the current and the proposed Constitution. Both documents are available on this Web page.

The new Constitution has been drafted by Clayton Utz, acting in a pro bono capacity; the same firm of lawyers that drafted the original Constitution in 1978. The new Constitution contains the essential hallmarks from our original Constitution. Most notably the same objectives which are specified in detail and introduced by the words – ‘the objects of the Foundation are to relieve poverty, sickness, suffering, distress, misfortune, destitution, or helplessness in persons in Australia without discrimination where this is in any way related to diseases of the skin’.

The main reason for the change, in addition to bringing the Constitution into line with the companies legislation and modern practices, is to permit dermatologists who practice at the Foundation to be eligible for appointment to the Board. The original Constitution prevents members of the Board from being paid fees as VMOs. That prohibition was appropriate 35 years ago but in contemporary times it prevents some of our most qualified members from serving the Foundation as directors on the Board. The new Constitution will overcome that prohibition by allowing payments to be made to a Member for goods or services that are provided in the usual course of business of the Foundation. The strict rules that prevent a charity from making payments to Members still apply and the new Constitution will not create any change to the Foundation’s status as a Public Benevolent Institution, Fundraiser or as a Deductible Gift Recipient.

Some of the other changes, to bring the Constitution into line with current companies legislation and modern practices, are :

  • Reimbursement of claims by Members and Directors for out-of-pocket will be restricted to limits approved by the Board.
  • Notices of meeting of Members changes from 14 days to 21 days to comply with the Companies Act.
  • Quorum for meeting of Members effectively changes from 20 to 8 members.
  • The Chairperson is given more powers to conduct a meeting including powers to remove persons or articles that threaten or disrupt a meeting.
  • In accord with modern practice and legislation, a Member will be able to be represented at a Meeting by an Attorney. So too, the Board may appoint an Attorney for any purpose.
  • Alternate directors are provided by the replacement Constitution.
  • The term of the director representing the Australasian College of Dermatologists had no limit but now will require College to re-appoint every three years.
  • Specific provisions are provided in the replacement Constitution for a CEO to be appointed as a Managing Director.
  • As one would expect, the new Constitution will provide for the role of electronic equipment, video and new communication technologies in allowing meetings to be held in multiple locations.

The new Constitution will bring the Foundation closer to its dermatologist Members whilst also making its governance more relevant to current law and contemporary practices.

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