April 2015

AusIMM’s By-Laws and Royal Charter: underpinning excellence in governance

  • By Michael Catchpole MAusIMM, Chief Executive, AusIMM

The Australasian Institute of Mining and Metallurgy was founded in 1893 as a group of individual minerals professionals working together with a focus on professional excellence. In 1955 the AusIMM was incorporated by Royal Charter, turning it from a collection of individuals into a single legal entity.

The Royal Charter and By-Laws are the fundamental governance documents that underpin AusIMM’s existence, purpose and operations. As well as creating the AusIMM as a corporate legal entity, the Royal Charter set out AusIMM’s objectives and purposes and established a number of operating elements of the Institute such as regional Branches, minimum membership criteria and grades of membership.

The 1955 Royal Charter remains in effect. A proposed variation to the Royal Charter was approved by an AusIMM Extraordinary General Meeting in 2007, but several applications to the Governors-General of Australia and New Zealand have not received the necessary joint approvals. Therefore,the original Charter remains in effect.

AusIMM’s By-Laws set out the detailed operational rules of the Institute, as was envisaged in the Royal Charter. The By-Laws have been through some changes over the years, including a major reform adopted in 2000 which:

  • created the annual Congress as a meeting of representatives of all AusIMM groups
  • established the AusIMM Board: a modern corporate governance Board which replaced the former AusIMM Council.

The most recent amendments to the By-Laws adopted in 2013 enable electronic balloting for the election of the Board of Directors, a process which has since been successfully implemented.

During 2014, the Board undertook a review of its own operations. This review identified areas that require detailed examination relating to the way the current Royal Charter and By-Laws operate, and whether they effectively support best practice corporate governance for the AusIMM and the Board.

In October 2014, the Board determined to establish a taskforce of senior AusIMM members to review the AusIMM By-Laws, to take advice on the relevance and coverage of the Royal Charter, and to recommend changes. The Board will consider recommendations made and determine what changes (if any) should be proposed to the membership at a future general meeting of the Institute.

The taskforce will be ably led by former President (2006) Dr Peter Lilly as Chair, and former President (2011-2012) Alice Clark as Deputy Chair. The Board has appointed AusIMM Director Keren Paterson as the Board representative on the taskforce. The Board also will engage legal and governance consultants with experience in the review of the by-laws of similar professional bodies governed by Royal Charter.

One of the taskforce’s most important roles will be the coordination of communication with AusIMM members and a series of discussion forums to gain member input on reform options and feedback on their implications for the Institute and members working in a rapidly-changing global minerals sector. The 2015 AusIMM Congress being held in mid-April will have a particular focus on governance at all levels of the Institute and processes that will enable interested members to understand the range of issues under consideration and to make suggestions and comment on possible amendments to the By-Laws.

The expert independent advice engaged by the Board will ensure that any changes proposed to these essential documents that establish the Institute and its operating procedures are robust and reflect best practice in corporate governance for a not-for-profit professional Institute.

At this stage the timing of final recommendations and their consideration at a general meeting of the Institute is dependent on the early considerations of the taskforce and input from Congress 2015. In the first half of 2015 the focus is on identifying potential areas of improvement in the current By-Laws and Royal Charter. Only when this process has been completed will we have a clear indication of the scale of the potential reforms and the time needed to carefully work them through with interested AusIMM members.

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