Proposed amendments to the Constitution
Members are invited to consider the following amendments at the Annual General Meeting
Amending the DIA’s Constitution will require a special resolution of DIA Members at the upcoming Annual General Meeting, when Members will be invited to vote. Further details regarding the rationale and proposed amendments can be found below.
The last update to the DIA Constitution was in 2017. Since then there has been substantial change to the work environment and to corporate responsibilities. The amendments being proposed support DIA's strategic goal of professional recognition while maintaining operational flexibility through the Charter framework. In summary the changes include:
Professional Standards Alignment: The definition of "Design or Associated Profession" now aligns with Australian Bureau of Statistics Occupation Standard Classifications for Australian professionals. The Accreditation Committee must reference Tertiary Education Quality and Standards Agency learning outcomes.
New Membership Category: Creation of "Registered Design Entities" – organisations (not individual members) that can affiliate with DIA, with separate register and governance provisions. A new "Accredited Members" class is also introduced.
Enhanced Governance: The Board gains explicit power to establish accreditation schemes, risk management systems, and claims monitoring committees. The Code of Ethics definition is modernised to allow updates via Board resolution within a Charter framework.
Strengthened Accountability: Directors can now be removed by Special Resolution (75% majority) of the National Advisory Council for acting inconsistently with their role, with clear removal processes established.
Expanded Representation: Each Branch Council's representation on the National Advisory Council increases from one to two Councillors, providing broader state input.
Modernised Objects: New object added promoting inclusivity and sustainability principles, reflecting contemporary community expectations and scheme compliance requirements.
2025 Annual General Meeting and Voting Information
The DIA’s 2025 Annual General Meeting (AGM) will be held on Thursday 27 November 2025 at 4.00pm AEDT. The meeting will be held at Brickworks Melbourne Design Studio, Shop T1/367 Collins St, Melbourne VIC 3000 and online via Zoom.
Information about how to vote and participate in the 2025 Annual General Meeting is included in the document below.
Constitution of the Design Institute of Australia
DIA Constitution and the Directors resolution for proposed amendments can be downloaded below.
Table of amendments
Original Clause
Contents page
Definitions
Heading 4
1.2 – Code of Ethics
1.2 – Design or Associated Profession
1.2 – Special Resolution
2.4 – Objects (new n)
4.2 – Classes of Members
Clause 4.3
Clause 4.4
Clause numbering
4.4 – Qualifications for Membership
4.16 – Reference Correction
4.17 – New: Accreditation Powers
5.4(c)(i) – Removal of Director
5.7(j) – Codes of conduct
5.7(l) – Accreditation Committee
5.7(o) – New: Risk Management
5.7(q) – New: Accreditation Programs
5.7(p) – New: Charter Amendment
Clause 6.3(e)
Clause numbering
6.3(f) – Claims Monitoring Committee
8.1(a) – Branch State Council reps
9.1 – Annual General Meeting
Clause 9.3(c)(iii)
Clause 9.3 numbering
What’s Changed
Amended to incorporate the following changes
Add definitions
Amended heading
Redefines Code of Ethics: Now means the code as prescribed by the Company in accordance with new clause 5.7(j) and as amended from time to time.
Redefines as: (a) “Design Professionals” in Aus. Occupation Standard Classification (category 242); and (b) other areas as determined by Board.
Expands: Special Resolution means 75% majority of relevant group (National Councillors, Directors, or Members).
Adds: "to promote principles and practices of inclusivity and sustainability..."
Rewrites list of membership classes; adds Accredited Members and clarifies Board/Charter roles.
Added clause
Clarifies: Board may set qualifications/eligibility criteria as it sees fit, to be detailed in the Charter.
Added clause
Subsequent renumbering
Fixes incorrect reference from “4.144” to “4.14”.
Gives Board explicit power to create accreditation scheme, detailed in the Charter, and link to professional standards.
Details grounds for removal—Director acting inconsistently with role—by Special Resolution of National Advisory Council; allows replacement.
Expands to include Code of Ethics, applications for membership, proxies, records, etc.
Specifies committee must advise/recommend on learning outcomes per Tertiary Education Quality and Standards Agency.
Allows Board to establish risk management policy and systems (complaints, CPD, insurance, etc.).
Sets out how the Charter may be amended.
Covers operation of Board-adopted accreditation programs.
Added clause
Subsequent renumbering
Permits Directors to establish this committee and sets out its Charter basis.
Changes each branch’s representation on National Advisory Council from one to two Councillors.
Clarifies AGM to be held “in accordance with Constitution and the law including Corporations Act 2001”.
Added clause
Subsequent renumbering
Why
Update TOC entries and page numbers for new headings/clauses
Registered Design Entity means an organisation or institution, not being a Member, that is admitted by the Board under clause 4.3.
Registered Design Entity Register means the register listing each Registered Design Entity.
Change heading to: Members and Registered Design Entities
Aligns definition with new governance systems, allowing Code to be updated via Board resolution and within Charter framework. Required for Professional Standards Scheme flexibility.
Clarifies alignment with ABS standards and expands Board power to include new relevant professions. Aids scheme accreditation and clarity.
Needed to allow scheme-related resolutions by different governing bodies, not just Members.
Recognises new class (Accredited) for scheme; clarifies how classes are set and governed.
Modernises objects for community expectations and scheme compliance.
4.3(a) Board may admit a Registered Design Entity and set benefits and fees;
4.3(b) RDEs are not Members for Corporations Act purposes, have no voting rights and are not liable under the Company guarantee;
4.3(c) Board may adopt an RDE Policy and delegate routine admission/suspension/removal to the CEO (subject to reporting and reserved matters);
4.3(d) Subject to 4.3(b), Board may establish and govern RDE categories, determine eligibility, rights, benefits, fees and conditions, and give effect by Charter or subscription agreement.
Supports responsive qualification/accreditation standards for Professional Standards Scheme.
4.4(a)(i) Company must maintain a Registered Design Entity Register;
4.4(a)(ii) Company must ensure public records/materials clearly distinguish Members from RDEs
Renumber remaining subclauses in clause 6.3 accordingly
Housekeeping/corrects citation.
Needed for formal scheme structure and PSC compliance; clarifies governance.
Strengthens governance, ensures clear removal process for scheme suitability.
Ensures governance covers all formal conduct/record-keeping obligations under new scheme.
Tightens link between accreditation and higher education standards as required by PSC.
Supports scheme’s consumer protection, risk, and compliance requirements.
Ensures procedural flexibility to adapt Charter for scheme and future needs.
Codifies authority for ongoing or new membership program governance.
6.3(e) Board may delegate to the CEO authority to admit, suspend or remove RDEs in accordance with the Board‑approved RDE Policy
Renumber remaining sub-clauses in clause 4 to reflect insertion of 4.3 and 4.4
Consumer protection; matches PSC/scheme requirements for monitoring.
Broader state input; strengthens governance for national coverage and scheme compliance.
Brings clause in line with current statutory requirements and best practice.
Insert new 9.3(c)(iii): each Registered Design Entity.
Renumber former 9.3(c)(iii) to 9.3(c)(iv) and update cross‑references accordingly.