Stage 1 of the AMCouncil New Constitution Project is now complete. Thankyou for the many who provided feedback to the Draft Discussion paper. The AMCouncil Board considered the member feedback during early October 2025 and have now decided to proceed to Stage 2 of the project and commence the writing of the new clauses. Once drafted the new draft constitution will again be available for members to provide feedback and comment prior to it being placed before the members for approval at a general meeting.
AM Council Constitution Project Discussion Paper 2025 – FAQs
Thank you to all our members who have had your say, here is a snapshot of the FAQs:
What is a Constitution, and why should I care?
The Constitution is the contract between the Asset Management Council as the company, the Board and most importantly you, our members. It provides the rulebook for how the organisation is managed, and who can do what. A robust Constitution improves efficiency on corporate governance matters for the Board to unlock more time spent on strategy. It also lays out the process for how Directors can be elected to the Board. As a member within a membership organisation, it’s an important document! A change to the Constitution can only be made with 75% support of the membership through a special resolution vote.
Why change the Constitution, and why now?
The Asset Management Council is already operating under a Constitution, and this current version was written in 2015. There is no fixed requirement for its update, but a common timeframe for similar organisation is every 5 years. The majority of the existing Constitution is still applicable, yet a full rewrite was selected to modernise the structure, the wording, and the contents to reflect contemporary practice and ensure intent is clear. This process is being done in partnership with an experienced legal organisation specialising in non for profit organisations.
How do the proposed changes make a difference to members?
The Asset Management Council has taken pride over many years in developing Board members through having elected Board positions from the membership. The proposed Constitution increases the number of elected Directors from 4 to 5 positions. This puts more control of the organisation in the hands of the membership. The Objects, aka purpose of the organisation, has been simplified and broadened to reflect the diverse cohort of members and activities.
What about the balance of refreshing the Board and corporate knowledge?
The proposed Constitution provides black and white clarity on the allowable tenure of Board Directors. The proposes state that an elected Board Director has a term of 3 years, after which they need to renominate for election. A maximum of three consecutive terms are allowed, after which there needs to be a break for three years before being allowed to renominate. This applies to the Chair, meaning that are not guaranteed an additional term once they become Chair – they are subject to the same nomination process. The role of Immediate Past Chair has also been removed as an automatic role outside of the nomination process. The proposed changes seek to balance refresh and continuity – and importantly give control to the membership through voting.
Tell me more about the Immediate Past Chair role?
Our current Constitution is unique in our sector as it specifically defines a role of Immediate Past Chair, and provides a Director role for the Immediate Past Chair for the tenure of the current Chair outside of the nominations process. This process provides the certainty and stability of having this individual as a Director for this period. It also can result in very long tenures for some Directors and restrict the freedom for the new Chair to step into the role. After considering the benefits and risks, and legal recommendations on best practice – the Immediate Past Chair will no longer have special rights. If someone steps down from being the Chair, they can continue as a Director for their elected term as per any other elected Director.
Where have the Chapters gone?
In reality, there is no intent to change anything. The Constitution is focused on the governance of the organisation and that has always been the role of the Board. The recommendations from the legal experts, is to remove references to the Chapters in the Constitution and also create Bylaws which is the appropriate place to delve into this detail.
What is a Bylaw?
The AM Council doesn’t currently have documented Bylaws although it does have a comprehensive set of policies and procedures. Where a Constitution sets the why and the what for an organisation, Bylaws set the how. They are the operational rule set for which the organisation will be operated. Bylaws are the place for important detail, and as such they will be refreshed more frequently – and can be changed by the Board. Draft terms for the Bylaws are being prepared and will be circulated prior to the decision on the Constitution.
