Proposed resolution for direct vote with open nominations


This is the final proposed resolution please print the above pdf of the resolution, sign, scan and send to

Proposed resolution for Open nominations and direct election of Directors:

Replace Article 44 (a):


(a) The Board shall be appointed by the Representative Council and shall consist of a maximum of 12 Directors, such Directors being:

(i) up to 10 persons who are Members; and

(ii) up to 2 persons who are neither a Member nor an employee of the Company.


(a) The Board shall be elected by the Members and shall consist of a maximum of 12 Directors. Each Director must hold an Allocated Membership Status of “Fellow Certified Practising Accountant”, “Certified Practising Accountant” or “Life”. Members who hold an Allocated Membership Status of “Associate” or “Honorary” are ineligible to be Directors of the Company.

Remove the remainder of Article 44 and replace with the following:

(b) The election of Directors shall take place in the following manner:

(i) Except as in (ii) any member with the Allocated Membership Status of “Fellow Certified Practising Accountant”, “Certified Practising Accountant” or “Life” can nominate themselves to serve as Director.

(ii) Any Director appointed as Director before 31 December 2017 cannot nominate for election.

(iii) The board will call for nominations for open positions on the organisations website, by email, by advertisement in the magazine In The Black (or any successor publication).

(iv) The nomination shall be in writing, signed by the member, and signed by at least 100 voting members and shall be lodged with the Secretary before the 30th of June.

(v) Voting opens on 1 August and closes on 31 August.

(vi) The election of Directors must be by an optional preferential voting system. Voting is optional. Electronic voting must be available. The counting of votes is as described in Article 44(c).

(c) In relation to the election of Directors, Members votes of members are counted as follows:

(i) Members votes are allocated to their preferred candidates to the extent of the number of available positions. e.g. if there are 3 vacancies the highest 3 preferences receive one vote each or if the member’s ballot paper specifies less than 3 preferences those preferences get one vote each.

(ii) A Surplus Candidate is a candidate that can be eliminated without leaving a vacancy on the board of Directors or an additional vacancy in the case of insufficient candidates.

(iii) The Surplus Candidate with the lowest number of votes is eliminated and their votes reallocated to the candidate with the voters next highest preference that is yet to be eliminated. This process is repeated until there are no more Surplus Candidates.

(d) Each Director must retire on 30 September of the third calendar year following the calendar year during which the Director is appointed.

(e) Subject to the requirements of the Corporations Act, on the retirement of a Director, the retiring Director shall be eligible to stand for re-election for one (1) subsequent re-election but the Director shall, be ineligible for any subsequent re-election.

(f) A Director appointed to fill a casual vacancy (without election or re-election) ceases to be a Director on 30 September.

Remainder of Article 44 to be removed. Also removing Articles 61 to 64 which deal with the Representative Council.

Remove from Article 51:


Representative Council

61 Powers of the Representative Council


62. Appointment of Representative Councillors


63. Meetings of the Representative Council


64. Termination of office

Explanatory memorandum – Proposed resolution: Open nominations and direct election of Directors

I this resolution I am proposing that Directors are appointed by direct election by members. Any CPA, FCPA or Life member can stand for election and their nomination must be supported by 100 voting members. More information about this resolution is available at

The use of the Representative Council model for the appointment of Directors has failed us spectacularly. Other models being proposed are complex and similar in a number of ways to the existing process.

The complexity and number of stages in the these process has results in members having less influence and Directors being less accountable to members than a Direct election model with open nominations.

I am therefore proposing that Directors be appointed by a direct election, with members eligible to nominate.

Key features of the my proposed model:

  • I am proposing a board of 12 Directors. With the focus on member representation rather than professional Directors I believe a 12 member board would be preferable over 9.

  • All CPA, FCPA and Life members can nominate to vote with the support of 100 voting members.

  • All the Directors must be members. In a membership of 160,000 we should be able to find enough diversity without looking to non-member independents.

  • Any Director appointed prior to 31 December 2017 is ineligible. We need a fresh start not a set of Directors appointed by the old process or who have the benefit of incumbency during the election process.

  • I have specified the vote counting process. The existing process described in the By-Laws actually leads to the following undesirable result:

If there are 3 candidates, A, B, C and 2 positions. If 100 people vote and 99 vote for A as preference 1 and B as preference 2. Just 1 person votes for candidate C. Candidate A and C get in. B is eliminated as B has the least first preferences in the first round of elimination. So even though 99% of people wanted A and B, candidate B does not get in.

Comment on the IRP’s concerns with direct voting:

IRP’s concern


Incompatibility with a skills-based approach to Directorship.

My focus is on accountability to the members.

There is a risk that some members may place pressure on an elected Director to be a constituent representative.

Directors should be accountable to the members. This is a good thing. It’s what has been lacking.

Disruption of the nature of the direct election process when a skills-based matrix or diversity criteria are applied to filter potential candidates to try and achieve a balanced and skills-based board. Such disruption brings it closer in style to an appointments process by an electoral body such as the Appointments Council.

For the reasons outlined above I am proposing a simple approach. I think we have to trust members to vote responsibly, we are qualified CPAs!

Historical low voter turnout in member-based organisations’ direct election process.

The current voting process is only the first stage in a complex process and has no direct influence on the outcome so of course there is a low member participation.

The time and cost impost of running direct elections alongside the current Representative Council model.

How much do we pay the recruitment agency currently? The Representative Council will be disbanded under this resolution.

We’ll likely save money.

Few safeguards against elected candidates coming from Divisions with large numbers of members risks not having representation from some important regions.

The board is currently proposing that each Division and Branch have 1 representative so about 38% of the representation is going overseas, whereas 29% of the membership is overseas. CPA Australia has refused to release the number of ASA members located overseas although it has been requested.

Perhaps the risk is that under the board proposed model the region that is not appropriately represented is Australia!

Models referred to in the consultation process, by those who support direct elections, did not address the relative merits and detriments of different voting models.

The Independent Review Panel report does not address the relative merits of direct elections either, which I find strange considering the terms of reference includes “Governance, including the election of directors”.

Director tenure under direct election models is generally lower and diminishes the experience and continuity of the Board.

Under this resolution a Director can serve a maximum of 6 years being 2 x 3 year terms. Directors need to be re-elected at the end of the first term.

One thought on “Proposed resolution for direct vote with open nominations

  • March 6, 2018 at 12:23 am

    Excellent! One Vote! One Member!! I hope this goes through to the Board and AGM!
    Thank you so much.
    Peter J Polgar
    M: 0414 861 306


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