Why it needs to be done and what it means for Soldiers SLSC.
Addressing the issue of “constitutional change” & why it needs to be done.
Over the last 5 years surf lifesaving has taken substantial steps towards developing and adopting a “standard model” for surf clubs. This has been necessitated by the changing social environment in which surf clubs now operate. Issues such as charitable status, service classification, funding eligibility, governance, reporting and commercial viability are some of the drivers in the decision making process around the direction of surf lifesaving into the future.
Surf lifesaving Central Coast has been an early adopter of the “standard model” as part of the future direction of the Branch. This is evidenced by the use of Fortunity as auditors and advisors for Surf Lifesaving Central Coast Branch and Central Coast Clubs. Surf Lifesaving Central Coast (SLSCC) has utilized Fortunity to educate and assist clubs on issues of governance, financial planning and management as well as implementing standardised reporting formats and time frames across the branch in an effort to achieve this standard model.
As an integral part of this standard model, Surf lifesaving NSW (SLSNSW) in conjunction with the Dept. of Fair Trading, have developed a standard constitutional template for use by surf lifesaving clubs. This template has been developed as a response to changes in the Associations & Incorporations Act (The Act) which governs the management of incorporated entities such as surf lifesaving clubs.
Under The Act, among many other requirements, incorporated entities, such as surf lifesaving clubs, are required to periodically review their constitutions to ensure that they remain current and relevant to their operation.
The changes to The Act, in association with the structural changes to the commercial operation of Soldiers Beach SLSC which have taken place over the past few seasons accompanied by the shift towards a standard model for the future is the catalyst for the review of the constitution. This review, and subsequent adoption, is the foundation for the clubs succession planning for the long term future of Soldiers Beach SLSC.
How the proposed document was developed.
In 2020 the Executive Committee began the review of the current constitution by applying the current 2004 document to the “standard SLSNSW constitution template”. This resulted in the identification of areas which required attention. This document was shared with the Executive and comparisons made with other like entities to identify further alterations which would support the club into the future. Changes to the previous commercial operations which support the club were taken into consideration in addition to new requirements under The Act see accompanying document from Dept of fair trading. https://www.fairtrading.nsw.gov.au/__data/assets/pdf_file/0007/371797/Summary_of_changes_to_the_model_constitution.pdf
The structural administrative changes which have taken place were also examined in the development of the current proposal including the use of media platforms and electronic communication along with the engagement of professional services such as book keeping, auditing, administration, business planning, legal advice and marketing. On the whole, the document in most parts remains the same with some updating of notice times to bring the current document in line with the standard template along with the inclusion of the use of electronic platforms. The major changes are centered around the structure of the management committee and meeting structures which will be outlined in the following paragraph on what it means for Soldiers SLSC.
What it means for SBSLSC
On the surface the proposed changes to the constitution will not affect the membership of Soldiers Beach SLSC. What it will do is recognise the changing commercial nature of Surf Lifesaving and Surf Lifesaving Clubs and address the need for a modern management structure whilst maintaining the balance of contact with the membership. As noted previously there are some incidental changes around the notices of meetings and the use of electronic platforms to facilitate the dissemination of information to the membership, maintain records, and provide remote access to meetings. The major changes revolve around the change of the management structure and the configuration of meetings. Most notably the separation of General meetings, Special General Meetings and Board or Committee meetings.
To address these changes individually;
- The change of management structure;
These changes are to address the need for the decision making process to be streamlined whilst maintaining a high level of responsibility and accountability. Previous “committee positions” are now Directors of individual portfolios. The change in the structure of the commercial management of Soldiers SLSC requires a “Board structure” for efficient management practice. Committee members or Directors have a number of duties these include but are not limited to:
- To act in good faith & proper purpose
- To act with reasonable care skill & diligence
- Not to misuse information or position
- Disclose & manage conflicts of interest
See the link for full range of responsibilities.
Members do not have the same level of responsibility and are not bound by the same legal requirements as Directors. If Directors are to be responsible for the decisions made there must be the structure in place which supports the proper decision making process.
- Changes to the configuration of meetings
This is the most significant change to the current constitution document. At present all meetings are General Meetings and Special General Meetings may be called by the Management Committee through the Director of Admin or by a representation by 10 members requesting the Director of Admin to call a Special General Meeting.
In the current document the quorum requirement for Committee meetings and Executive Committee meetings and the conditions under which they are held are outlined however they cannot proceed without the presence of members. While this seems reasonable on the surface it poses a number of issues
- Members are not bound by the same set of duties or regulations as Directors however conversely have the potential to influence decisions with no responsibility for the outcome.
- The changing nature of the Surf Club business is increasingly reliant on professional confidentiality in relation to contracts and agreements which the club enters into in the course of doing business.
- The speed at which decisions can be made is reduced because of the need for notifications for general meetings & the communication of relevant information.
The proposed changes are:
i. . Board meetings with board members only to facilitate expedient decision making and functional management process. Member issues are still able to be raised via elected Directors.
ii. General meetings to be held quarterly. One to be the AGM. These meetings are for the information of the membership as to what is happening within the club. This gives the membership the opportunity to communicate directly and address any issues that they feel they need to raise.
iii. The structure & requirements for Special General Meetings remain the same. The major change here is the requirement that 10% of the membership would be required to call for a special general meeting. At present it is 10 members.
iv. Quorum requirements for meetings to proceed are still required
Board Meeting 50% of the board
General meeting/ Special general meeting 10 members
As noted above, the environment in which Surf Lifesaving Clubs now operate is a far cry from what it once was. In order for surf clubs to continue into the future they must adapt and change to remain relevant.
This is true not only for their core objectives of surf lifesaving but so to for the management structures and business operations which support the club. These proposed changes to the current constitution aim to set the foundation for the club into the future. These changes are designed to provide a streamlined management structure with a high level of responsibility and accountability for the management while maintaining a balance of membership interaction and accessibility going forward.
The committee has recently found out that a new club constitution template will be released by SLS NSW in 2022 at which time SBSLSC will make final existing club constitution amendments in line with this new template with updates provided to members as this work progresses.