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Current
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Resolution
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Reasoning
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1
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The Constitution of the Girl Guides Association (New South Wales) be amended as recommended in the Draft 2024 Girl Guide Association (New South Wales) Constitution as circulated on 9 February 2024 and referred to in the Notice of Meeting dated January 2024 (“Draft Constitution”)
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Resolution 1 allows for Adult Members to vote for all the proposed changes together.
The changes are listed from 2 to 16 below and can be viewed in the attached copies of the Constitution.
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2
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7.3.2 requires that a specific Treasurer position exist on the Board.
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Clause 7.3.2 be deleted to remove the position of Treasurer as a Director of the Board.
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All Board Members are responsible for the decisions made by the Board, including financial decisions, so the appointment of a Treasurer is no longer necessary to ensure a Board Member with financial qualifications serves on the Board. The necessary skill set can be incorporated in Board skills matrixes and appointment processes.
This is considered Governance best practice.
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3
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Clause 11 sets out the duties and role of the Treasurer position on the Board.
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Clause 11 be deleted.
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See 2 above – this Clause relates to the Treasurer role. The requirements specified for this role apply to the Board and the relevant work will be done by the Finance, Audit and Investment Committee of the Board and the Chief Financial Officer in line with best practice financial management.
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4
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Clause 7.2.1.2 to 7.2.1.5 provide for a reduction in the number of elected directors each year, for the years 2020 to 2023.
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Clause 7.2.1.2 to 7.2.1.5 be deleted as the transition provisions are no longer required.
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These are administrative amendments as the changes to the number of Elected Board Members to 5 has been achieved at the 2024 AGM.
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5
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Clause 7.3.4 provides for a minimum of 2 co-opted Directors and a maximum of 4.
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Clause 7.3.4 be amended to allow a maximum of 5 co-opted Directors.
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With the removal of the specific Treasurer position, an additional co-opted director position must be created in order for the Board to comply with Clause 7.2.1.1 (a minimum of 9 Directors and a maximum of 11) and to ensure a level of independence on the Board, impartiality, and to attract recognised skill requirements, the maximum number of Co-Opted Directors needs to be increased to 5. No minimum needs to be specified as that is implied by Clause 7.2.1.1.
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6
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Guides has always paid an honorarium to Board Members taking on these roles to indicate the value of these positions over and above basic expenses. After the change to the NSW Fair Trading Act in July 2021, none of these honorariums have been able to be paid and will not be able to be paid in the future.
Non Board Members serving in senior roles in Guides such as Region Managers, State Leads and Deputy State Commissioners who have always been paid honorariums are not affected by the Fair Trading Act and their honorariums continue to be paid.
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A new Clause 7.5 be adopted to enable the payment of honorariums to Board members appointed to the positions of Chair, Deputy Chair, GGA Director, State Commissioner or Committee Chair.
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Amendments to the NSW Fair Trading Act prohibit the payment of honorariums to Board Members. If an organisation wishes to seek an exemption from the Minister to this requirement, the constitution must contain a suitable clause within it allowing for the remuneration of Board Members.
This clause will enable Girl Guides NSW, ACT & NT to seek an exemption and pay honorariums in line with past practice.
The payment of honorariums to non Board Members will remain unaffected.
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7
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Clause 7.11 sets the term of a Co-opted Director to 1 year with up to 5 renewals of 1 year.
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Clause 7.11 be amended to increase the term of a Co-opted Director to 3 (three) years and a maximum of 1 (one) further term.
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The increase in the term of a Co-Opted Director (Clause 7.11) is to ensure continuity for the Board and to attract and retain qualified individuals. Terms of 1 year are not attractive to potential Board Members, And are not in line with what is expected when someone is seeking a Board Director position in most organisations. Administrative burden and onboarding requirements were also considered when putting forward this recommended change.
Terms of 3-3 rather than 2-2-2 are considered appropriate as this aligns with the terms of Elected Directors.
The overall total possible term on the Board remains at 6 years.
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8
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Clause 7.14 relates to the filling of casual vacancies among Co-opted Directors
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Clause 7.14 be deleted.
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As the Board can already appoint Co-Opted Directors as needed, Clause 7.14 serves no purpose.
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9
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Clause 8.3.1 gives the State Commissioner the right to be the Chair if she so chooses.
Girl Guides NSW, ACT & NT is the only Girl Guides organisation in Australia that provides this right.
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Clause 8.3.1 be amended to remove the option for the State Commissioner to choose to be the Chair of the Board.
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Further to similar provisions in other GG organisations and to enable the Board to determine the best qualified Board member to chair meetings, the amendment to this clause enables that decision to be made by the Board as a whole.
This is in line with best practice Governance principles.
This also ensures GGN lives its mission in empowering women by enabling roles to be split among the volunteers who form the Board and not overburn one individual with many roles.
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10
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Clause 8.3.1 requires that the Chair of the Board must be an Adult Member.
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Clause 8.3.1 be further amended to remove the requirement for the Chair to be an Adult Member.
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To enable the Board to determine the best qualified Board member to chair meetings, the amendment to this clause enables the Board to consider all Directors as Chair candidates and removes any discriminatory aspect.
Best practice Governance principles and Australian Institute of Company Directors recommendations are that Board Chairs should be able to be and be seen to be independent. Restricting the Chair to Board Members who are also Adult Members conflicts with these best practice principles.
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11
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Clause 8.6 requires that an Executive Committee of the Board be established. This was designed to comply with a Girl Guides Association Act of Incorporation 1951 requirement referring to the Executive Committee.
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Clause 8.6 be deleted.
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This clause is redundant as the Board is the Executive Committee of the organisation. No extra Board Committee is required to comply with the Act and this will remove the need to form this Committee which has no purpose and creates an administrative burden.
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12
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Clause 9.2 provides that the State Commissioner but not the Chair has the power to call a Board meeting.
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Clause 9.2 be amend to delete the State Commissioner and replace with the Chair.
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This amendment reflects the amendment to Clause 8.3.1 as the Chair of the Board should have the authority to call a Board meeting.
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13
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Clause 9.3 relates to how notices of a Board meeting must be issued.
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Clause 9.3 be amended to include the Company Secretary.
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The inclusion of the Company Secretary enables the CEO to have support in the governance of the organisation.
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14
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Clause 19 mandates the compulsory use of Seal and that two Directors and the Chief Executive Officer (or another person adopted by the Board for this purpose) to witness in person the affixing of the common seal.
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Clause 19 be amended to delete the requirement that the Girl Guides must have a seal.
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With the introduction of electronic signatures, registration of property transactions and other digital processes, it has become inefficient to require the use of the Seal and three signatures on documentation. Land and Property Information NSW requires the registration of the Constitution, and this amendment will facilitate ease of complying with regulatory requirements.
Being able to sign and administer documentation digitally supports that our Directors are spread across the State and Territories we represent.
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15
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Clause 7.3.4 refers to co-opting persons to the Board.
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Clause 7.3.4 be amended to replace’ Co-Opted’ with ‘Appointed’ and all subsequent necessary amendments.
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The term Co-Opted is outdated and not in line with modern governance phrasing. The accurate term is ‘Appointed’ and this resolution will replace all references in the Constitution from Co-Opted to Appointed.
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16
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Currently any correction to numbering, spelling or other typographical errors in the Constitution must be put to an AGM as a constitutional change requiring a vote for each error.
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The Chief Executive Officer and the Company Secretary be authorised make further amendments, to amend clause numbering and any other administrative matters, including any typographical and grammatical errors as required to the 2024 Girl Guides Association (New South Wales) Constitution.
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This resolution is an administrative provision so that necessary amendments to the finally adopted Constitution can be made without further reference to the Membership.
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