21 resolutions in 21 days – Episode 6

Why we need replaceable rules

The Corporations Act comes with a comprehensive set of replaceable rules. They’re basically the default settings for how companies like AMT should operate. They cover everything from meeting procedures to director duties and other essential aspects of governance.

Currently, the AMT Constitution has a “bring our own lunch” approach, excluding all of these rules in favour of writing everything ourselves. It sounds independent and self-reliant but it potentially creates some serious headaches.

The Swiss cheese problem

When you exclude all the replaceable rules but your constitution doesn’t explicitly address every possible governance scenario, you end up with gaps … governance Swiss cheese, if you will.

What happens when a situation arises that the Corporations Act covers but our constitution doesn’t? We’re suddenly navigating uncharted legal territory, which is about as fun as a fart in the spacesuit that AMT was rumoured to have acquired in the early 2000s.

Adopting the replaceable rules in the Corporations Act gives AMT a legal safety net that automatically stays current as the Act evolves, while preserving our ability to customise our rules in specific ways that are relevant to our circumstances.

Any questions?

AMT is hosting two discussion sessions via Zoom for members who have any questions about the proposed Constitutional changes.

Thursday 18 September @ 7.30pm Register here

Tuesday 30 September @ 12.30pm Register here

This is Episode 6 in our blockbuster blog bonanza “21 Resolutions in 21 Days”, exploring the cases for constitutional change that will be considered at the upcoming Special General Meeting on October 19. Each change is designed to strengthen AMT’s governance and better serve members.

Tomorrow: The one where we give notice of our notice requirements.