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Constitution Review Update

Review of the Constitution of Ocean Shores Country Club

Information Session 26 February 2020 – Key Issues

Mr Ron Browne from ClubsNSW provided the following information to Members

What is a Constitution

  • Effectively a contract between the Club, the Board, and the Members; with each party agreeing to observe and perform the Constitution as rules

Why do we need to review our Constitution

  • Important for Constitution to be consistent with the law
  • At least six key pieces of legislation for Clubs to comply with
  • Changes have occurred in legislation since the last OSCC 2017 amendment
  • Also important for Constitution to reflect and support best practice
  • Best practice is essentially processes and methods that are generally accepted as superior to any other alternatives because there is demonstrated evidence that it produces results that are superior to those achieved by other processes and methods undertaken

How do we review our Constitution 

  • OSCC has commenced a best practice approach to the Constitution Review
  • Importance of consulting, informing, educating and considering all views
  • Final decision rests with the Board to decide on what and how many proposed amendments to submit to members
  • As there has been changes in legislation since the 2017 amendment to the Constitution there will need to be amendments to the Constitution to cater for these legislative changes
  • Obtain external legal support to finalise proposed amendments and Special Resolutions
  • If the proposed amendments cover a range of different topics then the Special Resolutions should be presented in topic groupings to ensure members have genuine flexibility in their voting options noting they may agree with one topic area of change but not another topic area of change
  • Ordinary Voting Members and Life Members then vote on each Special Resolution at a General Meeting

Area for discussion: Titles of Board of Directors

  • There is a trend for change in titles from Chairperson to President, however there is no considered best practice of what titles to adopt
  • There is no legal requirement for there to be a Treasurer position as all members of the Board have shared responsibility and duties for finances

Area for discussion: Election Cycle

  • Best practice for the election cycle is considered to be three-year terms which is referred to as the Triennial Rule and in effect involves a third of the board being elected each year
  • The advantages of the Triennial Rule are greater stability and continuity on the board, reduced chance of members making wholesale changes to the board, greater ability to prepare and implement strategic plans, and greater opportunity to pass on valuable knowledge between directors as an important component of succession planning
  • This has now been adopted by over 40% of Clubs in NSW and fast increasing
  • One third of the positions on the board are elected each year, and once a person is elected it is for three years
  • The members choose the Directors at the Annual General Meeting (AGM), and then the Directors who are elected chose who will undertake the various roles such as Chairperson and Deputy Chairperson.  Given the OSCC Constitution makes specific provision for the election to positions on the Board of Golf Director and Bowls Director this would need to be considered
  • To implement such a change at OSCC there would need to be a transition process.   There are a lot of examples from other clubs on how they have successfully transitioned
  • There is also the option of biennial elections where the whole board is elected every second year for two-year terms of office

Area for discussion: Board Tenure and Board Diversity

  • There does not appear to be any established best practice for including in Constitutions a maximum period a member can be on the Board
  • The focus should be on ensuring the Board establishes diversity, is representative of both the membership and the local community, and has a pipeline of potential future directors to support succession planning

Area for discussion: Voting Options

  • Postal and / or pre-poll voting is worthwhile to consider to facilitate the participation of members who cannot attend the AGM
  • Proxy votes are not permitted under legislation
  • To undertake electronic voting it could be challenging and potentially costly, with the need for discussions with the Australia Electoral Commission
  • Some Clubs are facing serious challenges due to a range of external pressures which includes reduction in gaming revenues, changes to smoking regulations and reduction in core member numbers.   The changes to core member numbers means that in some clubs there are significantly more social members in the club than there are core members (such as bowlers and golfers) and consequently there is pressure for social members to be given full voting privileges and in some clubs the ability to be elected to the board 

Information Session details:

  • There were 55 participants (22 women and 33 men) in attendance
  • The session commenced at 1703 and concluded at 1814
  • The presenter (Ron Browne) then undertook informal discussions with various members (both in groups and with individuals) responding to their questions.