Revised Discussion Paper Constitution Review

Transcription

1 Revised Discussion Paper Constitution Review 02 August 2018 Australian Association of Social Workers Level 7, Blackwood Street North Melbourne Vic 3050 PO Box 2008 Royal Melbourne Vic 3050 P: (03) Comments on this discussion paper may be directed to Kathy Nguyen at Associations Forum E: P: by 24 August 2018

2 AASW Constitution Discussion Paper revised as at 2 August 2018 A Introduction and reasons for change 3 B Constitution Committee 3 C Key dates 4 D Proposed changes to Constitution 4 1 Objects 4 2 Board of Directors 6 3 Australian College of Social Work 6 4 Branches and Capitation Fees 9 5 General Meetings 9 6 Other matters 10 E Comments on this Discussion Paper 10 2 P a g e

3 A. Introduction This Revised Discussion Paper outlines the Australian Association of Social Workers ( AASW or the Association ) 2018 Constitutional review. It articulates the reasons for the review, the process and timeline to complete the review and a summary of the proposed changes for the new Constitution. Based on the feedback provided by Members on the Discussion Paper issued in June 2018, the Board is issuing this revised version of the Discussion Paper. The Board appreciates the comments and feedback received from the first round of consultations with Members. The Board has considered the comments and is issuing this revised version for a further round of consultation. The Board invites Members to submit comments or questions on the proposed changes outlined in this document by 24 August 2018 to Kathy Nguyen at Associations Forum. Kathy s contact details are Kathy@associations.net.au. Kathy is also available by phone on (02) For ease of reference, the discussion contained in Section D of this paper broadly follows the numbering and lettering convention of the existing Constitution. Background and reasons for change AASW was originally established as a not-for-profit, unincorporated association and became a public company limited by guarantee in May Since becoming incorporated, the Association has undertaken several reviews of its Constitution in order to stay abreast of developments in good governance, industry standards, legal obligations, organisational requirements and to ensure the sustainability of the Association. To this end, there were a series of changes to the Constitution in 2008 and again, in When the Board undertook the Constitutional review process in 2015, it informed Members that further work was required to ensure that AASW s governance framework was properly aligned with contemporary practice and that its documents best describe the Objects and Purpose of the Association. The purpose of the current review of the Constitution is to: ensure that the AASW can flexibly and sustainably meet governance requirements, now and into the future; improve the effectiveness and assist in the smooth running of the Board; further align Governance documents with contemporary governance frameworks; identify necessary changes to ensure consistency with the external legislative environment to which we are accountable; and address remaining discrepancies between our current Constitution and Bylaws. B. Constitution Committee As noted in the first Discussion Paper: a Constitution Committee has been established to oversee the Constitution review. The Members of the Committee are: Christine Craik, National President Marie-Claire Cheron-Sauer, National Vice President Brenda Clare, Director Jenny Rose, Director Geoff Bennett, Company Secretary. 3 P a g e

4 The Constitution Committee is advised by Associations Forum, an organisation that has been assisting associations in governance and operations for thirteen years and which has previously worked with the AASW on a range of governance matters over many years. C. Key dates The aim is to present a new Constitution for voting on by the Members at the 2018 Annual General Meeting ( AGM ) scheduled for 9 November Transparency is key to moving towards the 2018 AGM. Members are being consulted over the months before the AGM to provide them with the opportunity to comment and ask questions on the proposed changes. This Discussion Paper is the second stage in the consultation process. The following schedule is proposed to develop the new Constitution: First Discussion paper issued to Members 12 June 2018 Deadline for comments on first Discussion Paper 29 June 2018 Webinar for Members 3 July 2018 Revised Discussion Paper available to Members 3 August 2018 Second webinar for Members Date to be advised Deadline for comments on revised Discussion Paper 24 August 2018 Draft Constitution available to Members Early September 2018 Deadline for submission of comments on draft Late September 2018 Final draft endorsed by Board Mid October 2018 Notice of Annual General Meeting referring to motion to pass a special resolution to adopt new Constitution approved by Board On or before 19 October 2018 (21 days prior to AGM) Annual General Meeting 9 November 2018 D. Proposed changes to the Constitution The key elements of the proposed changes to the Constitution, and rationale for the changes, are presented below. 1. Proposed changes to Objects (Purpose) The current Objects vs proposed Objects Current Objects clause A3 3. The objectives for which the Company is established are: a) to promote the profession of social work; b) to enhance the public and professional recognition and identity of social work; c) to establish, monitor and improve practice and ethical standards; Proposed Objects 1. The Objects for which the Company is established are to promote and advocate for the profession of social work, advance social justice, uphold standards and build capacity of Members. 2. The Company pursues these Objects through a range of activities and services that may include but are not limited to: 4 P a g e

5 d) to contribute to the development of social work knowledge and research; e) to develop and review the education standards for social workers; f) to accredit social work courses at tertiary institutions, the completion of which satisfy the education standards necessary for admission as a Member of the Company, and to periodically reexamine the content of such courses before determining whether to reaccredit them; g) to advocate for the pursuit of social justice and changes to social structures and policies in order to promote social inclusion and redress social disadvantage; h) to promote and facilitate Members professional development and lifelong learning; i) to represent and advocate for the interests of Members as a group; and j) to affiliate with the International Federation of Social Workers and such other organisations outside Australia as will advance these objectives. a) advocating for the pursuit of social justice and for structural, cultural and environmental measures to optimise the social, emotional and physical well-being of individuals, families and broader communities; b) advancing Aboriginal and Torres Strait Islander social work; c) enhancing the public and professional recognition and identity of social work; d) representing and advocating for the interests of Members; e) upholding responsibilities for the regulation of the profession including establishing, monitoring and improving practice and ethical standards; f) contributing to the development of social work knowledge and research; g) developing and reviewing the education standards for social workers; h) accrediting social work courses at tertiary institutions, the completion of which satisfy the education standards necessary for admission as a Member of the Association; i) promoting and facilitating Members professional development and lifelong learning; j) collaborating with international colleagues; k) doing anything ancillary to the Objects in 1. Rationale for proposed changes to the Objects The Objects of an Association describe the reason that it exists and to influence its taxation status. The proposed Objects should reflect the vision, purpose and activities of the Association. 5 P a g e

6 A more flexible contemporary format for the Objects is to make a statement of intent which encompasses the broad purpose for the entity. Specific elements of the type of work that the entity does can then be given as an indication of the types of actions that the entity may take in pursuing its Objects. Advantages of this broader and more flexible approach include: a) the Objects are sufficiently broad to enable activities and not create impediments to action b) if a particular activity ceases to be functional, it does not have to be removed from the Constitution c) if a new activity becomes functional, it can be adopted without having to be included in the Constitution. 2. Board of Directors Number of Directors The number of Directors will remain at a minimum of seven and a maximum of nine, all of whom are elected by the Members. The quorum for a Board meeting will not change (currently five Directors). A number of changes to the Board of Directors are proposed, and include: A change to the method of election of National President and National Vice-President A reduction in the number of National Vice-Presidents (from two to one) A change in the terms of office of Directors Greater flexibility in creating (and retiring) Committees of the Board Removing clauses with respect to Alternate Directors Transferring the roles and responsibilities of Directors and the CEO from the Constitution to the Association s other governance documents Clarifying that a person chairing a Board meeting does not have a casting vote, in the event that a motion is tied. The proposed changes and rationale for the changes are explained below. 2.1 Proposed changes to method of election of National President & National Vice President The proposed change is that the National President and National Vice President be elected by the Board from amongst their number on an annual basis. The proposed change is for the National President and National Vice President to hold office for one year at a time, however, they may be re-elected to the role of National President or National Vice President for up to 5 consecutive years, if they remain a Director on the Board. The proposed change is for transitional provisions to be inserted into the Constitution that will enable the current National President, the National Vice-President elected in 2017 and the National Vice-President to be elected in 2018, to serve out their respective terms. 6 P a g e

7 Rationale for proposed changes to the method of election of National President and National Vice-President The National President being elected by the Directors rather than the Members is common practice in contemporary association governance. Directors generally have an in-depth understanding of the attributes of their fellow Directors and who will be the most appropriate candidate to lead the Association and the Board as National President or National Vice President. Associations Forum Annual Board Survey 2017 in which approximately 200 associations take part, shows an increasing trend for Boards to elect officers. 70% of responding associations have their President elected by the Board and 30% by the Members. Examples of the many Membership associations that have the Board elect the President from amongst their number include: Audiology Australia Australian College of Nursing Australian Physiotherapy Association Australian Podiatry Association Occupational Therapy Australia Speech Pathology Australia. 2.2 Proposed change to the number of National Vice Presidents To reduce the number of National Vice Presidents from two to one. Rationale for proposed changes to the number of National Vice-Presidents The position of the National Vice President provides a clear indication of who assists and deputises for the National President, should the National President be unavailable or absent. Therefore, there is no need for a second National Vice President position. 2.3 Proposed changes to Terms of Office for Directors The proposed change is for Terms of Office for Directors to commence at the end of the relevant Annual General Meeting ( AGM ) and finish at the end of the third following AGM. The proposed change is to decrease the maximum term limit of all Directors to nine consecutive years (3 x 3-year terms). An individual who serves the maximum of nine years consecutively, may be eligible to be Director again after a break of one term (3 years). Rationale for proposed changes to Terms of Office of Directors Directors commencing and ending their terms at the AGMs is common practice with associations, as it allows the National President and elected Directors to go to the AGM of the association they have governed for the previous year and deliver the necessary reports. It also means that new Directors may be announced at the AGM. The current maximum term limit for any Director is twelve years (4 x 3-year terms). The key factors to consider when setting term limits are (1) the risk of losing corporate knowledge and (2) the need to refresh the Board over time while retaining corporate knowledge. A nine-year period is considered to be sufficient to allow for an effective contribution by a Director, while balancing the need for renewal and fresh ideas on the Board. 7 P a g e

8 2.4 Proposed changes to creating (and retiring) Committees of the Board The proposed change is for the Constitution to state that there be Board committees that formally address the areas of Finance, Risk, Ethics and Regulation. Rationale for proposed changes to creating (and retiring) Committees of the Board The current rule D20 of the Constitution lists three mandatory Board committees being Finance, Risk and Ethics. In practice there are two Board committees that cover the areas of Finance, Audit, Compliance and Risk (the FACR Board Committee) and Ethics. The Constitution should give the Board flexibility to set up (and retire) other committees as required, to support the effective functioning of the Association. 2.5 Proposed changes to Alternate Directors. It is proposed that Alternate Directors no longer be permitted, as there is no need for Directors to appoint an alternate in an organisation like AASW. Rationale for proposed changes to Alternate Directors Alternate Directors are not agents of the appointing Directors and are subject to the same legal duties and liability as elected Directors. The perception that an Alternate Director can represent an absent Director and vote in accordance with the wishes of the absent Director is inaccurate. The Corporations Act is clear on this point: that Alternate Directors need to act independently. The use of Alternate Directors is also potentially disruptive to the proper functioning of the Board and is not considered best practice. 2.6 Proposal to transfer the roles and responsibilities of Directors and the CEO from the Constitution to the Association s other governance documents It is proposed that the legal duties of Directors currently listed in rule D21 and the roles and responsibilities of the National President, National Vice President and the CEO be moved to the Association s other governance documents. Rationale for proposed transfer of the roles and responsibilities of Directors and the CEO from the Constitution to the Association s other governance documents. Directors are subject to the legal duties under common law, the Corporations Act and other legislation regardless of whether they are listed in the Constitution. Having such duties in other governance documents (such as the Governance Charter) means they can be periodically reviewed and updated as the law changes. Similarly, the roles and responsibilities of Directors and office bearers are better placed in the Governance Charter, as the Board should be able to determine the roles and responsibilities of Directors and their allocation according to what is appropriate for the efficient and effective functioning of the Board at the time. 2.7 Proposed change to Chairman s Casting Vote It is proposed that the person chairing a Board meeting has a vote but does not have a casting vote. Rationale for the proposed change to the Chairman s Casting Vote The current Rule F4 is unclear and will be removed. The new Constitution will clarify that the person chairing a Board meeting has a vote but does not have a casting vote. If a vote is tied, then the motion will not pass. 8 P a g e

9 3. Proposed changes to the Australian College of Social Work The Australian College of Social Work ( ACSW or the College ) is a specialised Membership segment of AASW. It is proposed that the rules around the College are placed in internal policy documents or the ByLaws rather than in the Constitution, as is already the case with other Membership categories. Rationale for proposed changes to the Australian College of Social Work In accordance with rule B4, details about AASW s other Member categories are already addressed in the ByLaws. The removal of Section I to the ByLaws does not have any practical impact on the operations of the ACSW as the current clauses already state that the management of the College and the criteria and rules about the College will be as defined in the ByLaws. 4. Proposed changes to rules regarding AASW Branches and capitation fees Branches will continue to be recognised in the Association s Constitution. The proposed changes will move the operational aspects of branch activity (finances, Membership and Branch Management) to the Association s ByLaws. It is further proposed that current clauses B15 and B16 (capitation fees) be removed from the Constitution. Rationale for changes to the rules regarding AASW Branches and capitation fees The role of Branches is to support the Objects of the Association at a local level. Branches have an important role with local Member engagement activities and provide a channel for addressing local and regional issues in policy and advocacy. It is more appropriate that the rules around branch operations are placed in internal policy documents or the ByLaws, rather than in the Constitution. Having the details about the operations of the Branches in the ByLaws allows more flexibility with regards to how each Branch operates, as well as giving the Board agility to respond to the needs of the Association at the time. The allocation of the Association s finances is the responsibility of the Board, based on the agreed plan and budget. As the Branches are not separate legal entities, the management and control of funds rests with the AASW Board and the concept of capitation fees is no longer relevant. 5. General Meetings Some technical amendments are proposed in the new Constitution to reflect changes to the Corporations Act. The changes proposed encompass a change in the minimum number of Members that can requisition a general meeting of Members, from 100 Members to 5% or more Members. 9 P a g e

10 Rationale for changes in the minimum number of Members that can requisition a general meeting of Members. The statutory right of 100 or more Members to require a general meeting to be held was abolished in The rationale was that the 100 Members Rule could potentially be used by a very small percentage of the total Membership (less than 1% in AASW s case) to request a general meeting to consider resolutions that are unlikely to pass if they have been requested by such a small number of Members. Holding a general meeting also involves significant time and cost and potential reputational risks. Members have the right to call a general meeting in accordance with the Corporations Act and current Section C, rule 7(a) of the Constitution. The proposed rule change will align the Association s Constitution with that of the Corporations Act, whereby a general meeting must be held on the request of Members with at least 5% of the vote that may be cast at a general meeting. 6. Other matters Section H regarding National Committees. It is proposed that this section be replaced with a clause stating that the Board has power to establish National Committees and to determine the terms/conditions of such Committees. Rationale for proposed change Prescriptive details about Committees do not need to be in the Constitution and are more appropriately placed in the ByLaws or Terms of Reference for each committee. 7. Transitional provisions It is proposed that transitional clauses be included in the new Constitution to outline how changes will transition to the new proposed model. It is expected that there will be a transition period following the 2018 AGM before any proposed changes come into effect. E. Comments on this Discussion Paper The AASW Board welcomes Member comments and questions to the Revised Discussion Paper. The closing date for comments to the discussion paper is 24 August Please send your comments and/or questions by this date to Kathy Nguyen at the Associations Forum. Kathy s contact details are Kathy@associations.net.au Kathy is also available by phone on: (02) P a g e

11 T E ceo@aasw.asn.au National Office Level 7, Blackwood Street, North Melbourne VIC 3051 Postal Address PO Box 2008, Royal Melbourne Hospital VIC 3050 Incorporated in Victoria ACN P a g e