Download a copy of the proposed new constitution here
The Constitution is the contract between the Asset Management Council as the company, the Board and most importantly you, the members. It provides the principles for how the organisation is managed, and who can do what and is the governing document of the Company.
The AMCouncil Board has proposed an update to the Constitution and there will be a vote via Special Resolution at the upcoming AGM scheduled for Monday 13 April 2026.
The Board believes the proposed Constitution strengthens governance clarity and aligns with contemporary not-for-profit practice. In making this recommendation, the Board has considered the long-term interests of the organisation and its members.
While the Board recommends voting in favour, the decision rests with members and the Board encourages all members to review the materials and vote in accordance with their own judgement.
The current Constitution has been in effect since 2015, was based on a Canadian precedent, with some clauses subject to multiple interpretations, and some areas in need of modernisation and realigning to best practice governance. The current existing 2015 version of the Constitution can be found here.
The AMCouncil Board engaged Governology to provide independent legal advice and drafting support in preparing the proposed Constitution. Governology is an expert legal/governance firm that specialises in the not for profit sector. Based on this legal advice and its own consideration of governance needs, the AMCouncil Board has opted to pursue a new Constitution rather than make edits to the existing to align with best practice for Australian based not-for-profit Companies Limited by Guarantee.
The proposed new Constitution has been canvassed with members during two consultation stages with feedback incorporated.
Thank you to all our members who have had your say, here is a snapshot of the FAQs:
Frequently Asked Questions
What is a Constitution, and why should I care?
The Constitution is the contract between the Asset Management Council and its members. It sets out the rules for how the organisation is governed, including the role and powers of the Board. It provides the principles for how the organisation is managed, and who can do what. A well-designed Constitution reduces ambiguity in governance matters so the Board can spend more time focusing on strategy and member value. 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 via a special resolution vote. This is open to voting members and the change is passed if 75% or more of those who vote are in favour of the change.
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 organisations 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 clear limits on the allowable tenure of Board Directors. It states 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 is allowed, after which there needs to be a break for three years before being allowed to renominate. The Chair is selected by the Board for a period determined on appointment of the Chair, up to a maximum of five consecutive years. The role of Immediate Past Chair has been removed as an automatic role outside of the nomination process in line with contemporary practice.
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 arrangement provides continuity but can also lead to extended Director tenure and limit the flexibility of a new Chair to shape the Board. 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 remaining term as per any other Director.
Will there still be Chapters?
Absolutely. The Chapters are referenced in Part E 44.1 stating that the Board will establish supporting groups such as Chapters. The operational details of how Chapters function are typically not included in a Constitution. There already are established practices and processes for creating and operating Chapters and these are not changing as part of this Constitution refresh.
What is a Bylaw?
Where the Constitution sets the governing framework, Bylaws provide more detailed rules about how the Board operates. Bylaws typically include details of how the Board will operate such as details on Board committees, the Chair nomination process, meeting protocols etc. Bylaws are the place for important detail, and as such they will be refreshed more frequently – and can be changed by the Board. This allows governance processes to evolve efficiently without requiring a member vote for operational changes. If the refreshed Constitution is passed, the Board will move onto drafting Bylaws. To note, below the Bylaws are the policies and procedures of the organisation which provide the operational guidelines. Our policies are already mature and all reviewed and re-approved regularly by the Board.
Are the Classes of Membership changing?
There are classes and categories of membership. The important part to distinguish in the Constitution is that some members have voting rights and others don’t. For example, corporate members may include many individuals, but only a defined number hold voting rights to ensure fair representation across the membership.
The Constitution allows for the Board to determine what categories of membership to offer as part of its strategy. Feedback from the membership in how these Classes have been defined has been incorporated into the Constitution along with transitional arrangements as stated below.
If the new Constitution is adopted:
- Current Individual, Life and Retired Members will become Voting Members.
- Current Honorary Members will become Non-Voting Members.
How to Vote on the New Constitution
Financial members entitled to vote can do so via the following ways;
- in person at the AGM,
- online at the AGM or (registration required here)
- via Proxy. Download a Proxy form here
For more information
Please see the FAQs above or contact a member of the AMCouncil Board.