PAGS (Project to Align Governance to Structure)

• The Australasian Corrosion Association (“ACA”) currently exists as an incorporated association under the laws of South Australia.
• The laws permitting incorporated associations were designed for use by small organisations with local activities, such as a sports club.
• One requirement of the South Australian law is that Public Officer must be located in SA.
• Also, if South Australian legislation is updated, it will apply automatically to the ACA, whether that is appropriate for the ACA or not.
• The ACA has outgrown this structure as it operates throughout Australia and New Zealand, and to some extent further afield.
• Many Associations incorporated in SA and other states are converting to companies limited by guarantee for similar reasons – the rate is about one per week.

• The Corporations Act 2001 (Cth) governs the legal structure known as a “company”. A company is a structure intended for conducting operations throughout Australia and New Zealand and beyond.
• A company may be limited by shares (typically for commercial / trading companies) or by guarantee (typical for not-for-profit / charitable companies).
• The latter, a company limited by guarantee (a “CLG”), is the form suitable for a not-for-profit organisation like the ACA.
• A CLG company is not tied to any one State and has trans-Tasman recognition.
  The “guarantee” does not have any practical impact on members. It is a nominal amount and would replace the amount under the current Constitution so will not impact members at all.

• Stage 1: Workshop(s) with working group to discuss key issues in updating the Constitution
• Stage 2: Preparing Discussion Paper based on outcomes of workshop
• Stage 3: Circulating and presenting Discussion Paper to working group

• Stage 4: Drafting new Constitution
• Stage 5: Circulating draft Constitution to members for feedback
• Stage 6: Preparation of final version of Constitution for endorsement by ACA Board
• Stage 7: Notice of General  Meeting

• Stage 8: Lodgements with regulators

• The ACA will transfer its operations to a CLG under the Corporations Act 2001 (Cth).
• This will require a new Constitution. The ACA’s Constitution from 2014 was overdue for updating in any event. A new Constitution will be both suitable for a CLG and an update on the ACA’s current Constitution.
• Upon conversion to a CLG, ACA will continue very much in the same way with the same management structure other than where minor changes are made.
• ACA will be issued with a new ABN and will need to re-register with the ACNC as a charity.

• ACA is an association incorporated under Associations Incorporation Act 1985 (SA).
• ACA is a registered charity with the Australian Charities and Not-for-profits Commission (ACNC) under the charitable purpose of “Advancing Education”.
• Entity name per ASIC: THE AUSTRALASIAN CORROSION ASSOCIATION INCORPORATED Reg’n no. A36635

• The new (consistent) name of the ACA will be “Australasian Corrosion Association Ltd”

Associations operating across state or territory borders or with larger scale operations should be a company limited by guarantee under the Corporations Act 2001 (Cth) because:

• The Corporations Act is widely and readily understood across Australia and is designed for organisations like the ACA (the Associations legislation currently used for the ACA is however more designed just for a local organisation, like a sports club)
• Companies limited by guarantee (“CLG”) operating interstate do not require an ARBN and can operate internationally
• The Corporations Act is more robust and appropriate law for larger and geographically spread associations like the ACA
• The ACA as a company limited by guarantee will continue to be not-for-profit and will maintain its charity status
• There are clearer rights of members and clearer obligations on CLG Directors laid down under Corporations Act than State incorporated association legislation
• The “home base” of a company (its “registered office” and its “principal place of business”) can be anywhere in Australia
• A CLG may have members in New Zealand who have exactly the same rights as Australian resident members.

This draft constitution has been prepared by legal firm, Governology, a subsidiary of Associations Forum. Governology has been working with the ACA Governance Committee on PAGS. The constitution is based on Governology’s extensive experience in transitioning incorporated associations to companies limited by guarantee, with some amendments for the ACA’s particular circumstances.

Link to download the draft constitution.

To help you to understand the key differences between the ACA Inc constitution and the draft ACA Ltd Constitution, we have prepared a document which goes through the key differences between the two constitutions.

Link to download the key differences document

• We will hold a Special General Meeting for Members to vote on the resolution to transition to a Company limited by Guarantee and to approve the new constitution
• The Special General Meeting will be Sunday 9 November 2026 at 4.00pm (prior to the commencement of the C&P Conference). We will distribute invitations to attend closer to the event
• The SGM will be held both in person and online.