Pony Club Association of Western Australia Constitution

Transcription

1 Pony Club Association of Western Australia Constitution Introduction I would like to thank the group of volunteers who have been working throughout the year on the Constitutional changes and who have now developed a draft for members to consider. It has been a long and difficult process started by others some years ago, of investigating the recommendations for best practice from the Australian Sports Commission and DSR as well as looking at many different models throughout the not for profit sporting organisations around Australia. Not only did they have to consider those elements of our old constitution that perhaps weren t working as well as they could or that were no longer compliant with legislative requirements in this current governance environment, but they also needed to consider what elements should be maintained for the benefit of Pony Club in WA. The concern has always been to not throw the baby out with the bath water and I believe the model they have worked with and developed has indeed kept the baby. Over three years ago a Forum of members from Zones and clubs was held at the SEC and one of the issues which arose from that was the declining role and participation of many Zones in developing competition, Zone and Interzone activity and Zone governance. It was felt then that clubs had become the main focus of members. The Executive have tried to address some of those issues through better governance processes at state, zone and club level and further training opportunities, but believe more can be done to invigorate those Zones which do not function as well as they may. This continues to be part of the Strategic direction taken currently. The Constitutional group have considered our current model and felt that along with good governance practice members should have a more direct say in the way in which PCAWA is governed. This new model gives clubs and club members a more direct role in decision making as they do currently at the AGM as opposed to Council where decisions made at Zone level are brought Council. Sometimes this has meant that the smaller club voices are not always heard and they often choose rather to go their own club way which may not necessarily be the best Pony Club manner for members to participate. This model encourages clubs to engage but maintains and hopefully strengthen further the role and function of Zones. The group has developed a best practice model based on ASC which combines the function of Council and the Executive, provides for member forums to help develop strategic directions, general meetings to deal with significant issues that arise from members and a Board which has greater member representation as well as the opportunity to seek expertise from others that may be missing from those elected. The role of the Coaching Panel remains important and unchanged. The 2012 PCAWA Constitution Explanatory Notes Page 1 of 9

2 expectation is that this new body would have members from around the state with many interests able to nominate, that there would be no casting vote so decisions that were not made by a majority could not be passed, direct elections, a charter to govern for all members rather than any particular interest or region, staggered elections so as not to lose the collective knowledge and with two year terms. The template used has been designed specifically for sport so it is more detailed than the model rules available on the Office of Fair Trading website. It takes into account issues which a general community organisation might not need to include; for example, Sport must deal with the impact of drugs; Sport is affected by child protection legislation; and Sport operates under a national system where the national body can make rulings and set policy that will flow through the Sport and affect those playing at Club level. The benefit of the structure of this proposed constitutionis that all levels of the Sport are working together for the advancement of the Sport and therefore share common purposes, structures, policies and procedures. It also makes it easy to address issues of joint concern, to share information and to maximise the sport s marketability. Finally, with the increasing amount of legislation affecting sport, this structure enables organisations to enact consistent and complementary policies and strategies that address areas of common risk and that flow effectively through the organisation. Please find below explanatory notes that should be noted as you read the drafted constitution. I urge you to all congratulate and thank those who have endured the process of investigating constitutional change over this last year in particular, as it has not been easy. Those people are Tanya Appleby, Jenny Duncan, Dan Foster, Marc Fraser, Kevin Gianatti, Vicki Griffin, Denise Legge, Michelle Meylan, Simon Ozanne, Rose Pinter, Dahlia Richardson, Judy Rose, Jo Spadaccini, Ben Verning and Nyrell Williams. I also urge you to read the material regarding best practice provided alongside this new model and consider those ideals alongside this new model. I would encourage everyone to engage with this process and should the model be accepted, take up the greater responsibility of participating in the governance and development of PCAWA. Acknowledgement This document and information in it has been amended and reproduced with the permission of the South Australian Office of Recreation and Sport and NSW Sport and Recreation gratefully acknowledges its support. Rose Pinter President PCAWA 2012 PCAWA Constitution Explanatory Notes Page 2 of 9

3 TABLE OF CONTENTS 1. NAME OF ASSOCIATION DEFINITIONS AND INTERPRETATION OBJECTS OF THE ASSOCIATION MEMBERS AFFILIATION REGISTER OF MEMBERS EFFECT OF MEMBERSHIP DISCONTINUANCE OF MEMBERSHIP DISCIPLINE SUBSCRIPTIONS AND FEES POWERS OF THE BOARD COMPOSITION OF THE BOARD ELECTED DIRECTORS APPOINTED DIRECTORS VACANCIES ON THE BOARD MEETINGS OF THE BOARD EXECUTIVE OFFICER DELEGATIONS ANNUAL GENERAL MEETING SPECIAL GENERAL MEETINGS NOTICE OF GENERAL MEETING BUSINESS NOTICES OF MOTION PROCEEDINGS AT GENERAL MEETINGS VOTING AT GENERAL MEETINGS PROXY VOTING PCAWA Constitution Explanatory Notes Page 3 of 9

4 27. STRATEGIC FORUM OF ASSOCIATION GRIEVANCE PROCEDURE RECORDS AND ACCOUNTS AUDITOR INCOME WINDING UP DISTRIBUTION OF PROPERTY ON WINDING UP ALTERATION OF CONSTITUTION REGULATIONS STATUS AND COMPLIANCE OF ASSOCIATION ASSOCIATION S CONSTITUTION STATUS AND COMPLIANCE OF REGIONS AND CLUBS NOTICE INDEMNITY PCAWA Constitution Explanatory Notes Page 4 of 9

5 DRAFT CONSTITUTION This is a constitution for a State Sporting Association. The document complies with the Associations Incorporation Act. ( Act ). The document has been also drafted to take into account the Australian Sports Commission s Best Practice Corporate Governance Principles for Sporting Organisations. The document has been prepared to show the organisation as a key part of the overall national structure for the Sport and thus there are references to the National governing body for the Sport. 1. NAME OF ASSOCIATION The name of the Association can be varied according to what the organisation requires. 2. DEFINITIONS AND INTERPRETATION The constitution refers to Board and Directors instead of committee and committee members. The reason for this is that an incorporated association is still a corporation and its governors (whatever their title) owe duties to the members and the Association.PCAWA seeks to use true corporate governance terminology. There is also no offices such as President, Vice-President or Treasurer. These terms despite their cultural weight are not of any constitutional relevance. There is nothing in the document which precludes such titles being attached to particular Director s offices. Titles of Director Position s and job descriptions can be included in the PCAWA by-laws, if desired. Clause 19.2 of the constitution sets out that the Public Officer duties will be assumed by the Executive Officer. The Public Officer is the conduit for information flow between the Association and the regulator, therefore it is important that the Public Officer is a about the Association's activities. Further, as the Public Officer has numerous responsibilities, it is important that they are an employee and therefore owe a duty to act in the best interests of the Association. 3. OBJECTS OF THE ASSOCIATION The objects of the Association are important and must be carefully considered. The objects of the Association are its reasons for existence and although this can be simply stated as promotion and encouragement of the Sport the changes in regulatory and commercial, as well as sporting, landscapes require a 21 st century sporting body to have broad objects. The purpose of object (a) is to recognise the sporting authority which follows from being part of an NSO recognised sport. To be part of the authorised sport an organisation must be part of or affiliated with the State, National and International bodies. Ideally a sport will operate under consistent regulations and policy framework. This is the responsibility of the NSO as the technical rules of the game are essentially the responsibility of the NSO. Generally, an SSA would be responsible for implementation of policies that are developed by the NSO and would develop local policies for implementation by affiliated clubs and associations. Generally, rules made in the public interest are less susceptible to challenge, therefore, this object reminds SSA members of the moral obligation to be mindful of the community when operating the association. Model State Sporting Association Constitution Page 5 of 9

6 4. MEMBERS The members of the Association and their rights and responsibilities are set out under this clause. The member categories and their respective rights and responsibilities may of course vary. Under this template the Clubs are the voting Members whilst State Life Members, Individual Members and Directors are also Members and are bound by the Constitution but with no voting rights at General Meetings of the Association. Also the Board can create new categories of Members such as corporate members but any new category cannot be granted voting rights unless approved by the General Meeting. To grant voting rights is effectively a change in the Constitution and thus must be submitted to a General Meeting. 5. AFFILIATION The Affiliation process for Clubs is very important as it should be seen that Cubs are joining and rejoining the Association each year. 6. REGISTER OF MEMBERS 7. EFFECT OF MEMBERSHIP This clause reconfirms the requirements of the Act and that the Constitution is a contract between the Association and its members. 8. DISCONTINUANCE OF MEMBERSHIP 9. DISCIPLINE 10. SUBSCRIPTIONS AND FEES The fees of the association are the sole province of the Board NOT the membership. Should the members seek to interfere or assume responsibility for the setting of fees and/or budgets they risk potential liability. 11. POWERS OF THE BOARD Taken from the Australian Sports Commission s Governance: Principles of Best Practice: The Board s primary responsibility is one of trusteeship on behalf of its stakeholders, ensuring that the legal entity, the Association, remains viable and effective in the present and for the future. The Board s role includes determining the Association s strategic direction, core values and ethical framework, as well as key objectives and performance measures. A key critical component of this role is the Board s ultimate authority and responsibility for financial operations and budgeting to ensure the achievement of strategic objectives. 12. COMPOSITION OF THE BOARD This constitution has 7 elected directors, one appointed State Coaching Panel Representative and up to 2 appointed directors who may be appointed by the elected directors where a specific skill or knowledge is lacking. For example, ensuring that there is a member with a thorough knowledge of regional operation or marketing. This constitution provides that a Director cannot also be a Delegate. This is to prevent any actual conflict of interest. The process for electing and appointing Directors is not entrenched in the Constitution. It by such process as the Association may determine is appropriate for it PCAWA Constitution Explanatory Notes Page 6 of 9

7 The trend in sporting organisations is not to entrench portfolios or titles in the Constitution. If it is determined to allocate portfolios or titles to Directors it is considered that the discretion simply be retained in the Board so as to maintain flexibility and not require constitutional change if a portfolio is no longer required. 13. ELECTED DIRECTORS Under this constitution Directors terms are for 2 years and a Director can only serve three, two year terms before being required to stand aside for a period of 12 months. 14. APPOINTED DIRECTORS Appointed Directors need not be appointed. The principle behind them is to provide to the Elected Directors with additional skills that may facilitate or assist the Board with a particular issue over time. For example, an Association may require marketing or lobbying skills. It can then approach and invite an appropriately skilled person to join the Board as an Appointed Director. 15. VACANCIES ON THE BOARD 16. MEETINGS OF THE BOARD These clauses of the constitution have been drafted so that they comply with the law but also provide the Board maximum flexibility in terms of how it meets. The Australian Sport Commission s Governance: Principles of Best Practice, recommend that a board meet no less than six times per year and often as regularly as monthly. The Australian Sport Commission s Governance: Principles of Best Practice recommend that, votes taken at board or general meetings should be passed by a majority of director/members and not be subject to a casting vote. The principle is based on the premise that if a majority cannot agree on an issue then the issued should be forfeited. This clause provides for electronic meetings of the Board. The Chairperson can be any Board Director that the Board regards as sufficiently skilled to undertake the role. 17. EXECUTIVE OFFICER The duties of the Executive Officer will be set out not only in the Constitution but also in any employment contract that he or she may have with the Association. 18. DELEGATIONS The delegations clause recognises that the Board has to delegate functions and tasks to special committees. In sport these are common. For example, finance, marketing or sponsorship. This clause sets out how such delegations should be made and how they operate PCAWA Constitution Explanatory Notes Page 7 of 9

8 19. ANNUAL GENERAL MEETING 20. SPECIAL GENERAL MEETINGS 21. NOTICE OF GENERAL MEETING 22. BUSINESS 23. NOTICES OF MOTION 24. PROCEEDINGS AT GENERAL MEETINGS 25. VOTING AT GENERAL MEETINGS Voting at General Meetings will be by Member Clubs not Zones. The Australian Sport Commission Governance: Principles of Best Practice, recommends that, votes taken at board or general meetings should be passed by a majority of director/members and not be subject to a casting vote. The principle is based on the premise that if a majority cannot agree on an issue then the issued should be forfeited. 26. PROXY VOTING 27. STRATEGIC FORUM OF ASSOCIATION The Strategic Forum as its name suggests has been included as an additional forum for key Association stakeholders to meet on an annual basis to discuss and review the strategic direction of the Association. It is not a formal General Meeting of the Association. 28. GRIEVANCE PROCEDURE This constitution allows PCAWA to establish an independent tribunal to resolve disputes. The procedures for establishing the tribunal is set out in the Member Protection Policy and varied or amended by the Board from time to time. 29. RECORDS AND ACCOUNTS 30. AUDITOR 31. INCOME 32. WINDING UP 33. DISTRIBUTION OF PROPERTY ON WINDING UP 34. ALTERATION OF CONSTITUTION 35. REGULATIONS The Regulations are the key delegated legislation of the Association, (sometimes referred to as By-Laws). These are key rule and policy documents, which can address a whole range of issues for an Association. These include disciplinary regulations, election procedures, policies including member protection and anti-doping (subject to SSO and NSO requirements), financial management and particular sporting matters. 36. STATUS AND COMPLIANCE OF ASSOCIATION This section entrenches and strengthens the relationship between the Association and the NSO PCAWA Constitution Explanatory Notes Page 8 of 9

9 37. ASSOCIATION S CONSTITUTION 38. STATUS AND COMPLIANCE OF REGIONS AND CLUBS 39. NOTICE 40. INDEMNITY 2012 PCAWA Constitution Explanatory Notes Page 9 of 9