A partial retraction about the AASW

In my post Another Fun Item from the AASW I alluded to the fact that it was not possible to have a Director for the Branch without the Branch being properly constituted. I am afraid I was only partly right and so have to correct the record.

Recent correspondence from Ms Samuels who is playing the role of Director of the WA Branch has clarified for me what has been happening. She writes:

Dear Mr G,

Thank you for your inquiry and interest in the AASW and the WA Branch. My apologies for not replying sooner - I have recently had a baby and even more recently returned to work so it is almost impossible to reply to all emails, work, manage a young family etc etc. I was also preparing for the AASW Board Mtg held in Canberra from the 15 - 17th April so only got back late Sunday night.

The current arrangements in WA have been undertaken with ongoing legal consultation and approval. I refer you to section 107. of the By-laws (attached) whereby an administrator can be a person or persons with the role of carrying on the business of the branch until a new COM can be elected.

We are pleased to be working towards the election of a new COM in WA.

We have held Special Meetings every year since the resignation of the previous COM and our members who attended have endorsed the work of the Administrator/Co-Ordinating Group.
Please feel free to contact me again if you have any further queries.
Kind Regards
Melanie Samuels

She has of course been kind enough to attach the By-Law of the Association to which she refers and this is also published for the interest of my readers:

Australian Association of Social Workers

By-Law
Procedure for the Temporary Administration of a Branch

Introduction

The object of these By-Laws is to provide for the business and affairs of a Branch to be administered on a temporary basis:

(a) from the time of the resignation of all of the members of a Branch Committee of Management until the election of a replacement Branch Committee of Management in accordance with any By-Law;

(b) to ensure the continued good governance of the Branch; and

(c) for the purpose of the continued administration and effective operation of the Branch until the election of a replacement Branch Committee of Management.

The following By-Laws will be the regulations which govern the appointment and conduct of a person or persons to manage, on a temporary basis, the Branch.

1 Definitions

1.1 “Branch Administrator’ means a person or persons appointed by the Board pursuant to this By-Law to manage the Branch for a temporary period.

2 Appointment

2.1 The Board, by resolution, may appoint a Branch Administrator if the Board resolves that:

(a) in the opinion of the Board, the Branch Committee of Management, due to the resignation of the Branch Committee of Management, is therefore unable to continue to manage the Branch; and

(b) a Branch Administrator should be appointed.

3 Period of Tenure

3.1 A Branch Administrator, appointed pursuant to By-Law 2.1, will continue the due administration of the Branch until:

(a) the time that a Branch Committee of Management is elected by the members of the Branch, in accordance with the Constitution and any By-Laws, including the “By-Laws for the Election of a Branch Committee of Management and Director”; or

(b) the Board, by resolution, removes the Branch Administrator.

4 Duties of Branch Administrator

4.1 While a Branch is under the control of a Branch Administrator, the Branch Administrator must:

(a) Control the business and affairs of the Branch;

(b) Perform any function, and exercise any power, that the Branch Committee of Management could perform or exercise if the Branch were under the control of the Branch Committee of Management;

(c) As soon as practicable, hold an election for a Branch Committee of Management in accordance with the Constitution and any By-Laws; and

(d) Hold the office of a Director on the Board, as the representative of the Branch.

While this letter and this set of by laws answers the question about how someone can be a director of the company without being elected at an AGM it does NOT answer my questions about the facts that the proposed EGM to be held on June 8th to elect a COM will have to be re-done according to the constitution within 90 days of the end of the financial year and that the two year terms being offered to COM members may in fact be illegal in spite of the fact that there is Branch By-Law which stipulates such two year terms as it appears that the constitution would suggest annual elections and the Board is not, at least in the view of this author, able to enact By-Laws that conflict with its own constitution.

I wish the members luck