Internet Association of Australia (IAA) is currently an association incorporated under the Western Australian law, being 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, the association changed its name to 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 a transfer of incorporation to Commonwealth law (Corporations Act 2001 (Cth)) and become a company limited by guarantee.
A discussion paper has been prepared, outlining the reasons for changing IAA’s mode of incorporation, the process and potential timeline. As a new constitution that complies with the Corporations Act would be required, a summary of potential changes for any new constitution is also included.
A Members forum was held on Wednesday 7th April 2021 to discuss the paper.
IAA is keen to fully engage with members over any proposed changes before a new constitution is drafted and formal applications are made to the regulators to transfer incorporation – hence this discussion paper and member forum. Members are invited to submit any comments or questions on the proposed changes outlined in this Discussion Paper by 22 April 2021 to email@example.com
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 the very same lines as they are under the existing Rules. 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 June / 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
7 April 2021
Deadline for feedback on Discussion Paper
22 April 2021
Draft Constitution available to members
13 May 2021
Deadline for submission of comments on draft
27 May 2021
Final draft endorsed by Board
Notice of Special General Meeting referring to motion to pass a special resolution to adopt new Constitution and transfer incorporation