The Queensland Branch of Australian Medical Association Limited
ACN 009 660 280
Explanatory Statement - Special Resolution for the Amendment of the Constitution
Extraordinary General Meeting to be held on Saturday 12 November 2016 at 8.30am
Introduction
The accompanying Notice of Meeting provides notice to members of an Extraordinary General
Meeting of T h e Q u e e n s l a n d B r a n c h o f A u s t r a l i a n M e d i c a l
A s s o c i a t i o n L i m i t e d (‘Company’) to consider and, if thought fit, pass a Special
Resolution to adopt the new Constitution. A copy of the proposed new Constitution is attached
as “Annexure A”. You can also view the new version of the Constitution on our website at
http://www.amaq.com.au/page/extraordinary-general-meeting-12-november-2016/
This Explanatory Statement contains a short summary of the proposed changes to the Constitution and
a recommendation of the AMA Queensland Board (‘Board’).
Background
The Board of Directors recognises that the health environment is complex and often subject to change.
This environment requires the Company to be capable of responding in a timely and relevant way. To
enable the Company to do this, the Board has focussed on improving the Company’s practices, policies and
processes.
In 2015, the Board formed a working group to consider the Board makeup and its skills mix, with a view to
assessing whether a broader Board membership may provide greater flexibility, broader skills and depth of
governance experience. The working group also assessed the benefits of a more flexible Council and
Ethics and Medico-Legal Committee makeup and how to best enable that to occur. A further consideration
was how to recognise the contributions of non-medical practitioners to the profession.
It is proposed that the current constitution is repealed and a new constitution adopted by the Members. This
allows the Constitution to be redrafted in modern language and to simplify the Constitution.
Effect of Proposed Amendments
The amendments to the Constitution which are proposed in the Special Resolution will, if passed, have
the following effect on the structure of the Board and the election process going forward:
1.
Change to Board
a)
The Board must have a minimum of five (5) and a maximum of eight (8) permanent Board
positions comprising:
(i)
the President;
(ii)
the Vice President;
(iii) the Chair;
(iv) Up to five (5) Member Appointed Directors; and
(v)
Up to two (2) Skills Based Directors.
The number of Member Appointed Directors and Skills Based Directors will depend on the
requirements of the Board but a total of five (5) Directors will be appointed from these two (2)
groups.
b)
The Member Appointed Directors must be Ordinary Members or Honorary Members and are
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c)
d)
e)
appointed directly by the Members (and not by the Council as currently occurs) for a term of 2
years with a maximum of 3 consecutive terms;
A Skills Based Director may be a medical practitioner or a person from a non-medical
background but must have one of the skills needed by the Board, and will serve for a term of
two (2) years with a maximum of three (3) consecutive terms. The types of skills required
include accounting and finance, legal and corporate governance, research and
development/technology transfer, public/private investment and sectoral experience and
business development and marketing.
A Past President may not be appointed as an officer of the Company within 12 months after
ceasing to be the President.
If a person is appointed to fill a casual vacancy, the first term will be from the date of
appointment until the next general meeting.
2.
Membership Categories
a)
The current Categories of Membership remain, being:
(i)
Ordinary Members;
(ii)
Honorary Members; and
(iii)
Medical Student Members.
b)
The new Associate Member category of membership, is created, being a person who has
given honourable and/or substantial services to the Company who is not a member of the
medical profession. An Associate Member is entitled to receive notice of meetings and to
attend meetings but may not vote at a General Meeting. An Associate Member may be
appointed as a Skills Based Director.
c)
The Directors may create further categories of members to reflect the changes in the medical
environment. These further classes of members will be entitled to receive notice of and to
attend General Meetings but may not vote at a general meeting.
d)
The membership fees between the various categories of members and within a particular
category of membership may be different. The Directors have the authority to determine the
various categories of membership fees.
3.
Change to Council
The requirement to have a Council continues to remain documented in the Constitution. The
Council composition, election process, powers, duties and processes will be set out in the Terms of
Reference approved by the Board and utilised as the policy engine room of the Company. This
change will provide the Council with the flexibility to co-opt members/representatives from craft
groups and geographical regions as the trends and changes occur in the medical landscape.
4.
Chair
a)
The Chair will act as chair of any General Meeting, the Council and the Board.
5.
Board Minutes
a)
Board minutes will no longer be provided to the Council.
b)
The Chair of the Board will provide a regular communiqué to members of the Council to keep
it abreast of the strategic focus of the Board and any items as it considers appropriate.
6.
Roles of Honorary Secretary and Treasurer
a)
The roles of Honorary Secretary and Treasurer will be abolished.
b)
The maximum number of Directors on the Board will not change. The persons appointed as
Honorary Secretary and Treasurer will convert to being Member Appointed Directors for the
balance of their term. At the end of their term, the Board will consider whether the number of
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Member Appointed Directors will be reduced and to appoint up to two (2) Skills Based
Directors.
7.
Committees
a)
The Directors have the authority to appoint Committees which would comprise members of
the Board and others nominated by the Board.
b)
The Constitution sets out that the Board must create the Council, but other Committees will
be appointed by the Directors to reflect the needs of the Company.
8.
Australian Medical Association
The references to the Australian Medical Association including the references to membership of
the Australian Medical Association and the National Conference have been removed from the
Constitution. These are not part of the governance of AMA Queensland. Members of AMA
Queensland will still be members of AMA and the relationship between AMA Queensland and AMA
will be dealt with in accordance with the arrangements in place between the 2 organisations.
9.
Director’s Fees
The provisions dealing with Director’s fees have not been changed. The Directors are not entitled
to be paid a Director’s fee for providing service as a Director but the Constitution does allow the
General Meeting to approve the payment of Director’s fees in the future. As you are aware, the
President is currently paid an amount to reflect the extra work undertaken in addition to the
responsibilities as a Director.
10.
Transitional arrangements
The following transitional arrangements are proposed:
(a)
Treasurer and Honorary Secretary
If the resolution is passed, at the Annual General Meeting in 2016:
(i)
The appointed nominee to the position of Treasurer, who was appointed in 2015, to
serve a two (2) year term, will then serve the balance of their appointment, ending
at the Annual General Meeting in 2017 with the position being a Member
Appointed Director; and
(ii)
The nominee to the position of Honorary Secretary, appointed by the Ordinary
Members in 2016 will serve a two (2) year term and that position will be a Member
Appointed Director.
(b)
Board Appointed Directors
In early 2017, the Board may seek expressions of interest from medical practitioners and
non-medical practitioners to apply for up to two (2) Skills Based Director positions to
commence from the end of the Annual General Meeting in 2017 for a term of two (2) years,
up to a maximum of three (3) consecutive terms.
(c)
Associate Member
The new Associate Member category will commence from 1 January 2017.
(d)
Past President
Any Director who is a Past President will remain a Director despite the restriction on a
person being appointed as a Director within 12 months of ceasing to be the President.
(e)
All other transitional arrangements not specifically referred to in section 9.1 (a) to (c), will be
applied and effective at the close of the Extraordinary General Meeting to be held on 12
November 2016.
11.
Recommendation of the Board of Directors
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11.1 The Directors believe that the proposed new Constitution will assist to allow the Company to focus
on longer term objectives for the advancement of the medical profession by further promoting
diversity, expertise and flexibility to co-opt required experience and skills to its Board, Council and
Committees.
11.2 The Directors believe that the proposed amendments to the Constitution do not adversely affect a
member’s rights under the current Constitution and that the amendments are desirable for
corporate governance and compliance and to provide for further breadth and expertise to achieve
the objects of the Company.
11.3 The Directors recommend that members vote in favour of the Special Resolution.
Copies of Documents
A copy of the following documents is attached:

Annexure A - the new Constitution of T he Queensland Branch of Australian Medical Association
Limited. You can also view the full details of the proposed amendments at:
http://www.amaq.com.au/page/extraordinary-general-meeting-12-november-2016/

The current Constitution dated 8 November 2014 can be obtained by contacting The Queensland
Branch of Australian Medical Association Limited on (07) 3872 2222 or viewed at
http://www.amaq.com.au/page/About_Us/AMA_Queenslands_Constitution/

Annexure B - the draft By-laws for The Queensland Branch of Australia Medical
Association Limited.

Annexure C – the draft Standing Orders for The Queensland Branch of Australia Medical
Association Limited.

Annexure D – the draft Terms of Reference for the AMA Queensland Council.
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