The Internet Association of Australia Inc (IAA) is pleased to announce that members of the Association voted to support the proposed transition to a company limited by guarantee at the Special General Meeting held Wednesday 28 July 2021.
We have commenced the process of deregistration from Associations Incorporation Act 2015 (WA) and will soon apply for registration under the Corporations Act 2001 (Cth) as a company limited by guarantee.
We would like to say a special thank you to all the members that contributed to this process, providing input through our various member consultations and workshops, taking the time to vote and attend the meeting.
Notice of Special General Meeting of Members – Wednesday 28 July 2021
The Internet Association of Australia Inc (IAA) would like to thank all members who have participated in our consultation on whether to transition to a company limited by guarantee. The feedback has been overwhelmingly positive.
The IAA Board remains in favour of the transition and it has resolved to convene the Special General Meeting referred to below.
The Board of the Internet Association of Australia Inc hereby gives notice of a Special General Meeting to give members the opportunity to vote on the two (2) special resolutions set out below in connection with the proposal to transition IAA’s registration (association number A1004987S) from an incorporated Association under the Associations Incorporation Act 2015 (WA) to a company limited by guarantee under Part 5B.1 of the Corporations Act 2001 (Cth).
The following resolutions will be proposed as special resolutions at the Special General Meeting:
1. Lodgement of application for registration. Members are asked to consider and, if thought fit, pass the following resolution as a special resolution:
That in view of the dispersed and Australia-wide nature of the operations of the Internet Association of Australia Inc (registration number A1004987S), an application be made in accordance with section 93 of the Associations Incorporation Act 2015 (WA) and regulation 14 of the Associations Incorporation Regulations 2016 (WA) for it to apply for registration as a prescribed body corporate under Part 5B.1 of the Corporations Act 2001 (Cth) and an application be made under Part 5B.1 of the Corporations Act 2001 (Cth) for the Internet Association of Australia Inc to apply for registration as a company limited by guarantee with the proposed name of “Internet Association of Australia Ltd”.
2. Approve a constitution for the company. Members are asked to consider and, if thought fit, pass the following resolution as a special resolution:
That the constitution, tabled at the special general meeting of the Internet Association of Australia Inc held on 28 July 2021 and initialled by the chair of the special general meeting for the purpose of identification (a copy of which was attached to the notice of the special general meeting), be approved for adoption as the constitution of the company “Internet Association of Australia Ltd”, with the adoption of the constitution to take effect subject to and from when the Australian Securities and Investments Commission registers the company under Part 5B.1 of the Corporations Act 2001 (Cth), at which point the constitution shall completely replace the existing rules of the Internet Association of Australia Inc and which shall cease to apply from that date.
Update 17 June 2021 – Draft Constitution Review Completed
We would like to thank those members who took the time to provide us with feedback on the Draft Constitution. It is much appreciated.
This feedback is being collated, and the final draft of the Constitution will be provided to the IAA Board for approval, in accordance with the proposed progress timeline. Any final version will be put to the Members at a Special General Meeting, according to our Rules and applicable law. At this point, no additional changes have been requested.
Update 11 June 2021 – Revised Draft Constitution Now Available
We would like to thank all members who provided feedback on the Draft Constitution.
The Constitution Working Group, comprising members of the IAA Board, staff, Associations Forum, and Arnotts Technology Lawyers have completed a final review, and the revised Draft Constitution is now available. A marked up version is available for comparison.
Members are invited to comment on the revised draft by 16 June 2021.
We thank members for their feedback on the draft constitution. The Constitution Working Group is now completing a final review. Any subsequent changes will be shared with members by 11 June 2021.
Draft Constitution Now Available
The draft constitution is now available. Members are invited to comment on the draft constitution. Please send them to email@example.com by 3 June 2021. Comments will be received, collated and assessed by the Constitution Working Group comprising members of the IAA Board, staff and the Associations Forum. Any subsequent changes will be shared with the members prior to next steps.
The Internet Association of Australia (IAA) is currently an association incorporated under Western Australian law, specifically the Associations Incorporation Act 2015 (WA).
As the organisation was originally the Western Australia Internet Association, this was a suitable way to become a legal entity. In 2016, reflecting its increased coverage across the country, the association changed its name to the Internet Association of Australia, however, it remained incorporated under the WA Act.
As IAA has grown substantially and now represents the interests of corporate, professional and affiliate members across Australia, the IAA Board believes it is appropriate to consider transferring our incorporation to Commonwealth law (Corporations Act 2001 (Cth)) and become a company limited by guarantee. Should we do this we would remain a not-for-profit entity, with our main office in Perth, and ensure we retain all the important aspects of our current rules.
This page is being updated as we move through the process.
On the 7 April we released a discussion paper outlining the issues associated with IAA’s mode of incorporation, as well as the process and a potential timeline to change to federal incorporation.
As part of the consultation process, we held a Member Forum online, to brief our members on issues we have encountered, providing a summary of recommendations received from the Associations Forum for a new constitution, and seeking member input and perspectives over any proposed changes.
Members were encouraged to offer their input, comments, and questions by the 22 April. An FAQ was also released to provide members clarity around commonly asked questions. Submissions were received from a number of members who provided valuable feedback. A Working Party comprising three Directors, the CEO and EO and representatives of the Associations Forum reviewed the existing Rules and considered key issues for preparing a draft Constitution. Several members who had provided feedback were invited to attend the workshop.
Based on the comments/feedback and discussions with the IAA Working Group on constitution review, a revised Discussion Paper was developed and is available to members.
On Monday 10 May, members participated in a governance working group and provided feedback on the revised Discussion Paper.
Timeline to date
Communication to Members – invitation to participate in Member Consultation
Communication to Members – Reminder to register for Member Consultation
Member Consultation video conference (Zoom) with Associations Forum
Communication to Members – Outlining the recommendations from Associations Forum, including discussion paper and FAQ. Member input requested. Deadline set for 22 April
Discussion paper and FAQ live on IAA website, member input requested. Deadline set for 22 April
Communication to Members – Calling for input, reminder of 22 April deadline, call for volunteers for a Constitutional Review Working Party
21 April-28 April
– Correspondence with individual members who responded to calls for feedback and volunteers, providing clarifications and further information – Interested members invited to attend Constitutional Review Workshop – Member feedback collated and shared with Associations Forum
Constitutional Review Workshop with Associations Forum and Board Working Party, member feedback discussed
Communication to Members – invitation to participate in Governance Working Group
Communication to Members – Revised Discussion Paper shared with members. Members invited to Governance Working Group
Communication to Members – reminder to participate in Governance Working Group
Governance Working Group
Communication to Members – Draft Constitution shared with Members; Member input requested. Deadline set for 3 June
Communication to Members – Reminder to Review Draft Constitution
Communication to Members – Reminder to Review Draft Constitution
Deadline for submission of comments on draft
Communication to Members – Revised Constitution shared with Members; Member input requested. Deadline set for 16 June
Communication to Members – Thanking members for feedback on the Constitution
Final draft Constitution endorsed by the IAA Board
Communication to Members – Notice of Special General Meeting to propose a special resolution to adopt new Constitution and transfer incorporation to federal registration
Key consultation findings
Overall, member feedback was positive and constructive with eight members responding including five who indicated strong support for a change to federal registration. No member expressed opposition to changing to federal registration.
Members expressed views on the importance of ensuring effective curbs on board authority, either for individuals or collectively, and in running the organisation, ensuring fair and open elections, and reinforced the importance of maintaining strong accountability to the membership.
Specifically, members raised the following items:
Seeking clarity on how any proportional/weighted voting might work for resolutions
Seeking clarity on membership classes and any change to access to peering services
Seeking clarity on how a wider range of membership fees or categories might work
Stressing the importance of staggered board terms, board accountability
Stressing the importance of ensuring members can call for changes to the board through appropriate SGM and spill mechanisms
Concern over nominations processes including eligibility to the board
One member recommended including the CEO as an ex-officio member of the board
One member was keen to include provision for life members in voting
Two members commended the “open and informative” approach in seeking input and gathering feedback. One member raised concern over the short period of time for consultation, however it would seem the member missed earlier emails calling for input. Targeted member emails, newsletter entries and website updates will be used to improve visibility.
Proposed Progress Timeline
Special General Meeting
Frequently Asked Questions
Will IAA lose its connection to Western Australia?
No, IAA’s origin story is a vital part of its heritage and reason for being. IAA has an office lease in Perth where the Admin team are based. WA-IX continues also to be an essential part of the IXA service offering. IAA is now, however, a national organisation and needs to have a strong national presence that suits its mode of operation.
What’s wrong with WA Associations Law? Why move to Federal law?
The WA Association’s Law is well suited to smaller clubs and charities operating within Western Australia. It is regulated by the West Australian Consumer Commissioner and as such IAA is currently subject to its rules as well as some from Federal law. This means that, for example, updates to board member records need to be sent to ASIC who forward them to WA, meaning records are often incomplete and cannot be managed by the more efficient ASIC online system.
What would change?
The intention of this process is to shift the specific law under which the entity is incorporated, meaning the organisation, its not-for-profit status, the goals and other fundamental characteristics won’t change.
Will IAA become a for profit entity?
No, IAA will remain a not-for-profit industry association. Its Constitution will constrain its activities to the same basic set of objectives as the current Association Rules.
Will IAA issue shares?
No, as a not-for-profit entity it cannot issue shares. As a company limited by guarantee, members cannot sell their membership nor receive financial distribution of profits. There are no owners of a company limited by guarantee, members are the equivalent stakeholder.
Will IXA be sold?
No, the IX services are an essential part of IAA’s reason for existence.
Are the current board members receiving benefits from this transition?
IAA Directors are not paid fees today, and there is no plan to do so in the future. No payments for this transaction are being made to Directors today nor will there be in the future. The standards of performance required by Directors are also clearer, and arguably more stringent, under Federal law than state law.
Will the name change?
IAA Inc will simply be known as IAA Ltd, or just IAA. The ARBN will become an ACN. Other than that, there will be no change.
Will the internal rules of IAA change?
IAA would adopt a new governance document – a ‘Constitution’ – replacing the IAA ‘Rules’ and is the equivalent document. The specific elements of the existing Rules to transfer across must be approved by the Members with at least a 75% majority of the vote taken. The Board is conducting a process of consultation to ensure the appropriate elements are retained and/or strengthened.
How will the IAA board be elected?
The IAA members will nominate and elect the board along very similar lines as they are under the existing Rules. In the interest of gaining the best possible range of candidates, it is proposed that all members be able to vote for all candidates, without reserving specific seats for specific member categories (Professional or Corporate).
A minor change to ensure the AGM notice period and the nomination period do not overlap will be proposed.
What is the proposed timeline if IAA proceeds with the transition?
If there is sufficient positive feedback from the IAA members to the Discussion Paper, the aim is to have a new constitution and resolutions to transfer incorporation for member approval at a special general meeting (SGM) in July 2021. Leading up to the special general meeting, members will again be consulted on the proposed changes and have the opportunity to comment and provide further feedback.
The following schedule is proposed to develop a new Constitution:
Discussion Paper available to members
Deadline for feedback on Discussion Paper V1
Constitution Review Workshop
Revised Discussion Paper V2 available to members
Constitution Review Workshop
Draft Constitution available to members
Deadline for submission of comments on draft
Amended (if required) Constitution published
Final draft endorsed by Board
Notice of Special General Meeting to propose a special resolution to adopt new Constitution and transfer incorporation to federal registration (30 days notice required)