Progress Summary and Vision for the Future
Introduction
As we gather for this AGM, I am filled with optimism and appreciation for the work undertaken by
our team and board to strengthen ETIA Ltd’s foundation. This year’s efforts have focused on
enhancing our governance framework to ensure ETIA operates transparently, inclusively, and
effectively, in line with best practices.
Summary of Key Actions Since Last AGM
Following a board resolution in October 2023, we have made significant strides in aligning our
governance structure with our mission. These steps have included:
- Legal Consultation Engagement
○ After deliberation and consensus, the board decided to engage a law firm to
address uncertainties in our Articles of Association and Memorandum of Agreement,
specifically around voting rights and membership status.
○ In April 2024, we finalized our choice of Corney and Lind, a firm specializing in
not-for-profit governance, to assist with a comprehensive review of our constitution. - Document Review and Restructuring
○ Following discussions with our legal counsel, it became clear that drafting a new
constitution would be more cost-effective and legally sound than amending the
current one. This approach will allow us to create a framework that better reflects
ETIA’s evolving goals and needs.
○ Our counsel advised reconstructing a ‘member register,’ identifying all members who
have paid dues as official company members. This will support transparent voting
and governance procedures as we proceed.
○ On 29th September 2024, the board was sent a draft Constitution – the process for
reviewing this document has been put on hold in preparation for this AGM, and
awaiting an outcome from the consultations with member organisations.
○ On 22nd October 2024, the board was provided a reconstructed member register
and asked to vote on adopting this as our official membership register moving
forward; in addition a policy was created to provide guidance around appropriate
handling of the membership register; both the register and policy were adopted by
the board - Federated Structure Assessment
○ We requested a detailed review of our federated structure, including roles of
individual members and member organizations, to inform our governance model.
○ A letter of advice was shared with the board on 29th September 2024 (see below for
a high level summary of the letter of advice) – we are currently engaged in
discussions with our member organisations re: the advice and negotiating a
mutually agreeable path forward - Next Steps and Timeline
○ Our legal counsel has outlined the steps necessary to adopt the new constitution,
including formal member approval (see a high level explanation below)
○ We aim to complete this process by mid-2025, securing a governance structure that
reflects our organization’s current landscape and enables greater participation.
Looking Forward
This journey represents more than just administrative updates; it reflects our commitment to
building a thriving community. Our new governance framework will foster a more inclusive and fair
environment where every member has a voice. I am confident that these changes will allow ETIA
to move forward with integrity, purpose, and unity.
Thank you for your continued dedication and passion for ETIA’s mission. I look forward to another
year of collaboration with the new board, and our small but passionate group of members, as we
work towards achieving our shared vision for the future.
Regina Sawyer
CEO & Company Secretary
A: High-Level Summary: Steps to Adopt a Fresh Constitution for ETIA Ltd
This summary is taken from a letter of advice provided by our legal firm. - Confirm and Update the Member Register – completed
- Prepare for a Special Resolution
○ Distribute a final copy of the proposed new constitution to all members at least 21
days before the meeting where the special resolution vote will occur.
○ The resolution to adopt the constitution requires approval from at least 75% of
voting members. - Hold a Special Meeting for Constitution Approval
○ Issue a notice to members about the upcoming meeting to vote on adopting the new
constitution. - Complete Post-Approval Filings
○ After the members approve the new constitution by special resolution, ETIA must
file the new constitution with ASIC within 14 days, completing the legal adoption
process.
These steps will ensure ETIA has a legally up-to-date and clear governance document that
supports its growth and effective governance.
B: Here’s a plain-language summary of the advice given by Vocare Law on structuring
ETIA’s federated setup - ETIA’s Structure (summary): ETIA oversees state branches (state-based organizations)
which are legally separate entities but connected to ETIA as member organizations. - Membership: The lawyers suggest clarifying who qualifies as a “member.” Currently,
membership can mean having control over ETIA decisions (similar to being a shareholder).
It’s advised that the board consider limiting membership to individuals (natural persons)
rather than organizations (like state branches), as managing organizational members can
be tricky. Furthermore, If the state branches are confirmed as members, the board can
either work with them to step down or stop admitting new organizational members. - Instructor Accreditation: The lawyers recommend that membership in ETIA Ltd should be
separate from “accredited instructor” status, as these two roles involve different
responsibilities and could lead to conflicts. A separate accreditation policy is suggested to
define instructor qualifications, rights, fees, and how they may use ETIA materials, which
would avoid confusion with ETIA’s membership rights. - National Management Team (NMT): ETIA’s board and the NMT (a parallel governance
body) should have clearly defined roles to avoid overlap and potential legal risks. The
lawyers recommend renaming NMT as a “sub-committee” with responsibilities for specific
tasks, under the board’s oversight, to help prevent any governance confusion. - Relationship with State Branches (if they continue): ETIA Ltd, as the peak body, should
formalize its connection to state branches through an “affiliate agreement.” This agreement
would clarify the rights and duties of both ETIA and the branches, including brand and
material usage, reporting requirements, and dispute resolution. This agreement ensures
ETIA retains some control while allowing state branches their operational independence. - Alternative Structures:
○ ETIA could take more control by negotiating to transform state branches into
sub-committees.
○ Alternatively, it could negotiate to convert state branches into companies with ETIA
as the primary member, which offers high control but would be costly. - Risks Without an Agreement: Without a clear affiliate agreement, ETIA could face issues
such as:
○ Misuse of its intellectual property by state branches.
○ Liability for actions taken by branches.
○ Disputes over funding.
The lawyers suggest that ETIA’s board may need a follow-up discussion to explore these points
more thoroughly.
