Proposed Constitution

The current Constitution hasn’t been comprehensively reviewed since it was first drafted. Governance expectations, legislation, and the Society’s role have evolved significantly since then. The proposed Constitution modernises the framework, strengthens accountability, and ensures we remain a trusted, well-governed professional body.

To modernise and clarify how the Society operates — ensuring good governance, transparency, and a clear separation between our governance and regulatory functions. These changes are designed to support fairness, impartiality, and confidence in our processes.

The Council-appointed Governance Review Working Group led the review with input from governance specialists and feedback from members. All changes were reviewed against legislative requirements and best-practice standards.

Members will vote on the proposed Constitution at the Annual General Meeting (AGM) on 28 November. Formal notice of the AGM will be issued in line with constitutional requirements.

If adopted, the proposed Constitution will replace the current one. Transitional provisions are in place to ensure a smooth changeover to the new governance structure.

The Objects have been modernised and clarified to reflect current language and practice, while remaining true to the Society’s original purpose – to represent, support and regulate the legal profession in the ACT, and to promote the administration of justice and the rule of law.

The current Objects use language that has become outdated or unclear. The new wording:

• Expresses the Society’s purpose in clear, contemporary language
• Aligns with its dual role as both a professional association and a regulatory authority
• Reflects the Society’s ongoing commitment to serving the public interest, supporting members, and upholding professional standards

No – the intent and underlying purpose remain the same. The updates simply ensure the Objects are expressed in modern, inclusive, and transparent language that aligns with the Society’s functions and values today, and better resonates with the broader membership.

• Smaller Council (9 members instead of 16) for clearer focus and accountability
• Staggered three-year terms for Councillors
• Clear eligibility and conduct standards
• Two officeholders only (President and Vice President)
• Updated governance and delegation framework
• Modern, gender-neutral, and plain English language throughout

With regulatory (conduct and licensing) functions now managed by dedicated committees recently established by the Council, the Council can focus on governance and strategy. A smaller Council supports more effective decision-making, accountability, and diversity of skills.

A nominations policy will guide future recruitment to ensure the Council collectively represents a broad range of skills, experience, and perspectives.

Currently all Councillors vacate their positions each year. Staggered three-year terms will ensure continuity and smooth succession, while allowing regular renewal of the Council’s membership.

Yes. Councillors may serve up to three consecutive terms (nine years total), or a maximum of twelve years if non-consecutive. This encourages renewal and prevents entrenchment.

Yes. The new Constitution aligns membership provisions with the Legal Profession Act 2006, removes outdated references to the former legislation, and allows Council to maintain a membership policy to provide additional guidance.

To maintain public confidence and integrity, members are ineligible for Council if they:

• Have findings of professional misconduct or are listed on the disciplinary register
• Have findings of unsatisfactory professional conduct in the past five years
• Have been found not fit and proper to hold a practising certificate in the past five years
• Are bankrupt, disqualified as a director, or convicted of certain offences
• Have previously been removed from the Council by the Council
• Have performed investigative functions in relation to conduct matters (presenting a potential or actual conflict of interest with the role of Council in overseeing determination of conduct matters).

In the past, the Society has relied on an informal honour system, where Council members who faced circumstances that could pose a reputational risk stepped down voluntarily. While this worked in most cases, it depended on everyone respecting that system. If someone chose not to, it would create potential reputational risks for the Society and the profession.

They set clear, objective standards that reflect contemporary expectations for directors and governing boards. These provisions ensure that those serving on Council meet high professional and ethical benchmarks – consistent with the standards expected of leaders in the legal profession.

No. The eligibility provisions are protective, not punitive. They are designed to protect the integrity of the Council, the Society, and the broader legal profession in the ACT.

As the peak body and regulatory authority for legal practitioners, the Society must maintain the confidence of both the profession and the public. Any question about the integrity of the Council could undermine that confidence, so these provisions are a safeguard for everyone involved.

The structure is being simplified to focus on key leadership roles:

• President (who also chairs the Council – this was not the case under the current constitution)
• Vice President (supports and can act for the President)

The Treasurer and Immediate Past President roles will no longer be part of Council. A Secretary will be appointed (not elected) to support governance administration. This reflects common practice in modern professional associations.

The President may serve up to three years, consistent with the current arrangements.

Yes. The new Constitution formally provides for hybrid and electronic participation and voting, which have already been working well in practice under previous bylaw amendments.

This change aligns with modern governance standards and allows members more time to review meeting materials and resolutions.

Yes. The Constitution clarifies that Council and committee meetings can take place electronically and outlines rules for quorum and decision-making, previously not addressed in the constitution.

The new Constitution clearly sets out:

• Council’s ability to set and report on the President’s remuneration
• The option for members to approve remuneration for other Councillors if needed
• Reimbursement of legitimate expenses

This ensures transparency and compliance with not-for-profit governance standards.

Many matters currently covered in bylaws will be incorporated directly into the Constitution or managed through Council policies. This approach provides clarity while allowing flexibility to adapt to future needs.

Policies provide a more contemporary approach that can be updated by Council to respond to changing requirements, while the Constitution provides the overarching framework and principles.

If members vote to adopt the new Constitution, those elected at that AGM will take office under the new framework, subject to:

• the transitional provisions, and
• the eligibility criteria set out in the new Constitution.

This means that if someone is elected under the current Constitution but does not meet the new eligibility requirements, they will not continue as a Councillor, despite having been elected. This is an important integrity measure to ensure the Council meets the higher standards expected of those responsible for setting and enforcing the standards for the profession.

The transitional provisions set out a clear and fair pathway to achieve the new structure within six months:

1. Attrition: Vacancies that naturally arise will not be filled until the Council reaches the new size.
2. Voluntary transition: Councillors may choose to step down to take up roles on the new regulatory committees, supporting the separation between governance and regulatory functions.
3. Internal vote (if required): If the reduction to 9 Councillors is not achieved within six months, an internal Council vote will be held to finalise the composition for the remaining term.

This approach maintains stability and fairness during the transition while ensuring the new structure is implemented efficiently.

The Council has already begun separating governance and regulatory functions by establishing interim Conduct and Licensing Committees. These committees ensure continuity of decision-making and independence while the transition to the new framework takes place.