Introducing  IPEd's constitution

The IPEd constitution [0] is the result of more than five years' work by the Institute of Professional Editors and its predecessor the Council of Australian Societies of Editors. It was drafted by a law firm in accordance with the proposal agreed in early 2007 by all societies, and subsequent instructions from the interim council. Then, in the spirit of full consultation and participation in which this whole process has been conducted, the council presented it for comments from members of societies of editors across Australia.

In drawing up the constitution , our lawyers advised that there were advantages in conforming closely to the language of the legislation under which it would operate. Matching terms reduce the likelihood of disputes over interpretation, but the result is that some parts of our constitution may appear to be clumsily worded, or the English not as plain as we might otherwise wish.

Take, for example, the term ‘Members': the Corporations Law is intended to apply to companies whose members are individual shareholders, but the ‘shareholders' of IPEd are the Australian societies of editors. Thus, throughout the constitution ‘Members' means the societies, not the individual members of the societies. Similarly, ‘Person' may mean a legal entity rather than a human being.

To help you find your way through the thickets of terminology, note that capitalised words are defined in clause 29.2.

We draw your attention to another interesting point: the duty of councillors. Until now, the council of IPEd has comprised delegates appointed by the societies and they represented their society's interests. Now, as clause 13.2 points out, the councillors must act in the interests of the Company (IPEd). Of course, the councillors will still be entitled to put the views of their own societies within the council, but they are obliged by the Corporations Law to make decisions that promote the interests of the national body rather than the interests of the societies that appointed them. It is the interim council's view that on almost every occasion the interests of the national body and the societies will be congruous if not identical.

The council will, in council meetings, make decisions by parity voting, with each councillor having one vote (clause 19.6). At general meetings, though, for some decisions it may be desirable for the votes to be weighted according to the size of the various societies, so paragraph 11 allows for proportional voting. For these reasons, the constitution contains sections dealing with both ‘general meetings' and ‘council meetings'. In practice, both types of meetings will be ‘attended' by the same group of councillors, acting in the different ways described above and under the two different voting systems. (‘Attendance' may occur at face-to-face meetings, by teleconference, or by email discussion.) The interim council has agreed that any votes required in general meetings will be conducted using weighted voting because certain issues to be discussed in general meetings will affect IPEd's budget, to which the societies will be substantive contributors. Again, it is the Council's expectation that the consensus style of decision-making which has been a feature of the work of CASE and IPEd councils will be reflected in any votes taken under the constitution or ASIC regulations.

The interim council arrived at the draft constitution on which members, nationally, commented only after much careful deliberation. All comments received from societies and individual members were discussed in detail at a council meeting in November 2007 and the council then finalised the draft and submitted it to the Australian Securities and Investments Commission so that the Institute of Professional Editors could be incorporated and begin to operate as a legal entity.

[Original signed by the current members of IPEd's interim council]

Virginia Wilton [0]
Canberra Society of Editors Inc.

Michael Lewis [0]
The Society of Editors (NSW) Inc.

Robin Bennett [0]
Society of Editors (Queensland) Inc.

Rosemary Luke [0]
Society of Editors (SA) Inc.

Janice Bird [0]
Society of Editors (Tasmania) Inc.

Rosemary Noble [0]
Society of Editors (Victoria) Inc.

Anne Surma [0]
The Society of Editors (WA) Inc.