At the upcoming Annual General Meeting (AGM) to be held on 16 September 2026, VOTING MEMBERS will be asked to consider and vote on a Special Resolution to adopt a revised Constitution for ARMS. 

The proposed amendments follow a comprehensive review of the Constitution undertaken by the Board, our Governance, Finance and Audit Committee (GFAC), and external legal counsel (Elementary Law).  The review was conducted in response to recommendations arising from the recent Governance Review, which identified:

"The need to strengthen the articulation of Board responsibilities, governance principles, accountability arrangements, and the overall governance framework for the Society". 

The review also sought to ensure the Constitution remains contemporary, legally compliant and aligned with ARMS's evolving strategic direction.

Key objectives of the amendments include:

  • Strengthening governance and accountability provisions.
  • Clarifying the role and authority of the Board.
  • Updating member rights and meeting procedures to align with current legislation and practice.
  • Improving continuity and succession planning for key office holder positions.
  • Increasing transparency by creating opportunities for members to observe Board meetings.
  • Strengthening Board diversity and Indigenous representation.
  • Aligning the ARMS Mission with the Strategic Plan: Towards 2030.
  • Incorporating contemporary governance, conflict of interest, and office holder obligations. 

Below is a summary of the substantive amendments made to the Constitution.  A clean, revised version of the Constitution that will be put forward at the AGM can be downloaded here: 

Summary of Proposed Amendments to the ARMS Constitution

Clause

Amendment

Purpose / Impact

3.5 Membership Register

Updated provisions relating to the Register of Members to align with the Associations Incorporation Reform Act 2012 (Vic). New provisions clarify the information held on the register, member rights to inspect the register, restrictions on use of member information and the ability for members to request restrictions on access to their personal information.

Improves privacy protections, clarifies member rights and ensures compliance with current legislative requirements.

6.6 Quorum at General Meetings

Clarified quorum requirements by defining quorum as the lesser of 20 members or 10% of voting members present, with reduced quorum provisions applying to adjourned meetings.

Provides greater flexibility and helps ensure general meetings can proceed even where attendance levels fluctuate.

7.5 Board Composition - Indigenous Representation

Introduces a requirement for at least one General Board Member to identify as an Indigenous person. If no Indigenous candidate is elected, the Board will seek to appoint a suitably qualified Indigenous member through its co-option powers.

Strengthens Indigenous representation and inclusion within ARMS governance.

7.5 Board Composition - Co-opted Directors

Enables the Board to co-opt up to two individuals with specific skills, expertise or lived experience to strengthen Board capability and representation.

Provides flexibility to address skills gaps and enhance diversity of perspectives on the Board.

7.5.2.1 New Clause - Review of Co-opted Positions

Introduces a requirement that co-opted positions be reviewed prior to each election cycle. Where an ongoing need exists, the Board may recommend establishment of an elected position, subject to member election at an AGM.

Ensures co-opted positions remain accountable, transparent and subject to periodic review.

7.5 / 9.4 Governance Transition Arrangements

Removes the President-Elect model and replaces it with a structured transition arrangement between the outgoing and incoming President. The Board will determine the timing and duration of the transition period, with a default transition of six months.

Supports leadership continuity while simplifying Board officer arrangements.

7.5 / New Board Nomination Provision

Introduces a new rule permitting a member to nominate for more than one Board position but requiring them to resign any existing Board position upon election to a new position. A member may only hold one Board position at any time.

Provides clarity regarding Board elections and succession arrangements.

7.8 Casual Vacancies

Clarifies that where a vacancy occurs in a General Member position, the President, following consultation with the Board, may appoint a member to fill the vacancy until the next AGM when an election must be held.

Strengthens governance oversight and provides a clear mechanism for managing Board vacancies.

7.8 New Clause - Open Board Meeting

Introduces a requirement for at least one Board meeting aligned with the Annual Conference to be open to members as observers, subject to attendance limits and confidentiality requirements.

Enhances transparency and member engagement in Board governance.

9.4 President Term and Succession

Formalises a three-year (3) Presidential term, permits a maximum of two consecutive terms and establishes a two-year break before a former President may seek election again.

Supports leadership renewal while retaining opportunities for experienced leaders to return in future.

9.5 Vacancy in Office of President

Provides that where the President's office becomes vacant, the Deputy President acts in the role until an election is conducted at the next AGM. If both positions are vacant, the Board appoints an Acting President from among its members.

Establishes a clear and transparent succession process.

9.6 Treasurer and Secretary Terms

Introduces a maximum of two consecutive terms and a three-year (3) term of the Treasurer and Secretary positions.

Promotes renewal of leadership and succession planning.

10 Conflicts of Interest

Introduces a formal requirement for the Board to maintain a Conflict-of-Interest Register, including recording disclosed conflicts and mitigation strategies.

Strengthens governance, accountability and risk management.

15 Notice to Members

Clarifies that references to notices throughout the Constitution are satisfied through electronic communication and that voting status will be identified where relevant.

Modernises communication provisions and improves clarity for members.

16 Disciplinary Action

Replaces the existing disciplinary provisions with a more comprehensive disciplinary framework, including defined grounds for disciplinary action, disciplinary procedures, notice requirements, natural justice provisions, disciplinary outcomes and appeal rights.

Improves procedural fairness, transparency and governance compliance.

17 Disputes and Mediation

Introduces a substantially revised dispute resolution framework based on the Victorian Model Rules, including mediation requirements, appointment of mediators, procedural fairness provisions and dispute resolution pathways.

Provides a clear, contemporary and legally robust mechanism for resolving disputes.