2. C ONSTITUTIONAL CHANGES Proposed changes to ADEA constitution Background information

3. C ONSTITUTION Aims: Fundamental rules for decision making by governing body and management Assurance for public and stakeholders Guidance for governance Facilitates: Good governance Accountability 3 adea.com.au

4. B ACKGROUND The constitution specifies: the aims or purposes of the organisation how the members of the organisation are admitted the rights and obligations of members how the office-bearers and members of the governing body are elected or appointed how general meetings of members and meetings of the governing body are convened and conducted how the organisation is managed, especially its finances, and what will happen to the organisation's assets if it is wound up. 4 adea.com.au

5. W HY : DO WE NEED CHANGES TO OUR CONSTITUTION ? Current structure and format reduces easy reference and guidance for decision making by CEO and Board. Currently has limited flexibility to adapt to the evolution and changes of ADEA as an organisation. Membership classes currently a barrier for key aim of increasing membership and international outreach Statutory accountability requirements have changed. 5 adea.com.au

6. W HAT : A MENDMENTS BOTH GENERAL AND SPECIFIC ARE REQUIRED IF ADEA IS TO HAVE STRENGTH AND CONSISTENCY WITH GOVERNANCE AND TO ACHIEVE ITS OUTCOMES General: Table of contents to improve referencing Include in contents a date record of lodgement and previous amendments Correct inaccurate clause cross references Arcane language contributing to difficult comprehension Determining principle inclusions and remove process issues By-Laws procedures to support the Constitution 6 adea.com.au

7. W HAT.... Specific: Increase revenue sources: Clause 40.2 ADEA to gain deductible gift recipient status. Approved by members and resolution passed by Board 12.4.201 Promotion of national and international membership : Clause7.3 consideration for additional categories of membership Governance clause for membership cessation, reprimand, suspension and expulsion. clauses 7.8, 9.0 Include clause for CEO appointment and powers. Nil currently exist Increase Directorship term Clause 20.4 7 adea.com.au

8. H OW WILL THIS HAPPEN ? 1. Board Constitutional Review Committee: Background scoping : other constitutional models, barriers to decision making and guidance, up-date requirements for organisational changes and accountability. 2. Membership consultation of proposed changes: EOI for members review group Regular updates from NO Engagement through branches 8 adea.com.au

9. .... H OW 3. Legal advice to ensure: Any rephrasing of a clause does not alter intent No current membership eligibility/class is excluded Board and office holders remain current 4. Statutory requirement adherence Special resolution notification and voting at AGM 9 adea.com.au

10. W HEN Board review committee has met and undertaken scoping EOI for members review group 2 May member update Branch executives engaged – meeting early June As suggestions for change agreed with review process – to members for consultation Legal review of all changes Completion dependent on steps above 10 adea.com.au