Constitutions and their contents

Many incorporated organisations start off with the premise that: "We need to be incorporated to get funds".

Whether that funding is a local council or shire grant, or other form of funding, the feeling is that the group needs to be seen as a "proper" one. Thus they write a constitution.

And in many cases they trot off to the regulator and get a copy of the Model Rules, which allow them to get up and running pretty quickly, legally and at a low cost.

But with a few groups we've worked , it has been 30 or 40 years since this process occurred and their constitutions may not have been touched since - or, even worse, can't be found.

So here's the first point of reflection - every group no matter how old or new should document somewhere why on earth it first started. What was at the forefront of the founders' minds when they established the group.

Following on from this is this question: "What's wrong with the model rules?"

Well they are a model for a reason. They cannot be everything to everyone. They are not the best set of rules for each individual organisation; they are a set of rules that are constructed to ensure you meet the obligations of the relevant Act and have a balance towards the principle of natural justice.

A good constitution sets the guiding principles in place. It shouldn't say: "anyone who coaches our team must have a Working With Children check" - that's the role of policies/by laws and codes.

As a guide, anything that is likely to require regular revision such as fees, expectations or standards of members should be in policy. The guiding principles behind them should be in the constitution.

So, where are the major issues, and what can be done? The areas where I see a fair bit of strife are:

Membership

Groups need to clearly define who their members are, under what conditions they become a member and under what conditions they get a vote.

It should also clearly articulate when they will not be a member and/or get a vote. Should the parent of a 16 year-old sports club member get a vote? Should the 16 year-old get a vote? Should both? Neither? Don't end up in dispute at the AGM - clarify it beforehand.

Board size

How large is too large and how small is too small? If you lock yourself into any finite number (for example - "the board will comprise seven members") it leaves you little flexibility.

However if groups were to say: "the board will consist of between five and nine members", they recognise that they don't need to drag people onto the board just to fill chairs, and allow themselves to expand the board to nine if and when they need to.

Election of office bearers

Do the members really need to elect the office bearers? Would it be better to allow the board of "x" to then select from within those best suited to the role of chair, secretary or treasurer?

Should groups have elections for the entire board every year, or would it be more effective for the promotion of renewal and succession to have half the board up for re-election one year and the other half up the following year?

How long is too long?

Do you want the same person on the board for 30 years? Is that healthy? What about the same treasurer for 30 years?

Maybe thinking of a break of one year or term after a certain number of years is worth consideration.

I'm not saying people who have been on a board for a long time still can't contribute - they could still volunteer, provide advice, act as a mentor to a new board member, or sit on a sub-committee. They can then nominate again once they've had a break.

These are probably the four key areas people should consider when looking at their groups' constitutions, and the simple process of a regular review (every two or so years) can ensure that you have kept up with any legal changes that have occurred.

The process of change is important, so if you can't find your constitution get a copy from your regulator (a fee applies). Then go through the process of "fixing" up what needs to be fixed, give notice to your members and hold your meeting. It is important to note that changes will not apply until the regulator gives their consent.