The Townsville Chamber is proposing to changes to its Rules. Members will decide on the proposed Rules at a Special General Meeting on Wednesday 15 August, from 5.15pm at the Lakes Room of the Mercure Townsville.
Why change the Rules?
The Chamber’s current constitution, known as the Rules, dates from 1985. Only minor amendments have been made to the Rules since.
Our organisation has evolved and the Rules, the principal guiding instrument for the Board and the members, no longer reflects the vision of today’s Chamber.
Over the past 30 years, much of the way business in conducted has changed. For example, technology now plays a role on how the Chamber serves its members. Yet, the current Rules makes no mention of the use of digital membership application, electronic fund transfer, and meeting attendance via teleconferencing.
Also, we seek to strike a balance between Board renewal and the need to maintain deep corporate knowledge to serve members now and into the future. We are proposing clarifications on the nomination, elections and terms of Board members.
What will not change
- The Chamber is a Certified Incorporation under the Association Act 1981. We are legally bound by the Act.
- Under the Association Act, members have rights and recourses. That will not change under the proposed Rules.
- The a-political and not-for-profit nature of the Chamber and its objects to promote, inform and support the business community, will not change.
- The powers of the Chamber, for example the power to hire staff, enter into contract, and deal with monies as stated in the current Rules and governed by the Act, will not change.
- The Board composition of a President, Deputy President, Treasurer, Secretary, and seven Board members, will remain.
- The calling and holding of Special and Annual General Meetings will not change.
- The audited financial results will continue to be delivered to members at the Annual General Meeting.
What we propose to change
1) Term for Board members
The Act is silent on the term of Board members but allows Chamber to articulate its own governing Rules when it comes to the term of Board members.
We seek to ensure the continuation of a dynamic Board, representative of our community. We also seek to clarify the process of Board members succession.
We recommend for all Board members to be in office for a term of two years.
For several years, we have maintained a verbal arrangement that President and Deputy President hold a term of two years each. We look to enshrine that process and extend it to all Board members.
We propose for Board members, except for the President and Deputy President who will stay in the role for a term of 2 years each only, to have the option of two additional terms for a total of six years.
This will clarify the commitment the organisation expects of Board members.
It takes up to a year for a Board member to fully understand the role and deliver on expectations. A two-year commitment with an option for a longer term will allow time for Board members to develop and deliver.
We also propose that at least one Board member steps down every year.
A staggered renewal process will help balance the onboarding of new Board member(s) every year, while maintaining deep corporate knowledge of the organisation and the environment in which it operates.
2) Voting of Board members
We seek to clarify the voting of Board members. We suggest for postal voting prior to the Annual General Meeting (AGM) and ballot voting at the AGM to occur.
We propose to remove show of hands and proxy voting at the AGM.
We propose for members to vote for Board members and for Board members to nominate elected Board members to the positions of President, Deputy President, Treasurer and Secretary.
3) Opening up the membership
Under the current Rules, a person or organisation can only apply for membership in writing and only if nominated by a current member, for which signatures are required.
This process is complicated, does not meet the expectations of potential new members, nor does it reflect the value of inclusiveness the Chamber promotes.
Under the proposed Rules, we look to remove the endorsement condition.
We are clarifying the Rules on the usage of technology, particularly regarding legislative requirements to hold a member register; communication with members; the transfer of funds; and the attendance to meetings via electronic means.
5) Plain English
We have looked to simplify the text of the Rules to make them legible and accessible, while keeping their integrity and our responsibilities toward the Act.
The next steps
Members are informed of the proposed changes and invited to information sessions.
Members are invited to a Special General Meeting on Wednesday 15 August 2018 to hold a vote for or against the proposed Rules. The Special General Meeting will be held according to our current Rules.
Should members accept the proposed Rules –
- An application with the proposed changes will be lodged with the Office of Fair Trading, the organisation issuing Certificates of Incorporated Association.
- The Office of Fair Trading will review the changes against the Act. This can take several months. They will inform us of their decision and we will inform members.
The 2018 AGM
Depending on the voting outcomes at the August Special General Meeting, the 2018 AGM could be postponed to accommodate the Office of Fair Trading’s time line. Townsville Chamber AGMs are usually held in September.
Whatever the Special General Meeting’s voting outcomes, the date of the 2018 AGM will be compliant with our current Rules and the Association Act. If the 2018 AGM is postponed, it will be a one-of event.
If members and the Office of Fair Trading accepts the proposed Rules, the 2018 AGM will be conducted under the new Rules
If members or the Office of Fair Trading reject the proposed Rules, the 2018 AGM will be conducted under the current Rules and we will continue our work of reforming the Rules.
Questions and queries
Townsville Chamber Secretary, Jan Pool, 0417 167 116
Chamber Executive Officer, Marie-Claude Brown, 044 789 5525, firstname.lastname@example.org