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Proposed Changes to RACMA Constitution

Overview

The Board is proposing amendments to the RACMA Constitution to enhance the mix of skills for contemporary governance of RACMA. This will in part be achieved by enabling the Board to appoint one additional external Board member with specific skills. Constitutional amendments to appoint an additional independent Director will be put to the 2016 AGM.

Further to this, the Board proposes to regulate for Board skill profiles and a Nominations Committee to give effect to the selection process for nominations and external appointments. There has also been discussion about professional development for Board members.

The Board has proposed there be discussion at the 2016 AGM about the case for election versus appointment of Office bearers e.g. President, Vice President, Chair Finance and Audit and Chair Education and Training. The discussion will include the appointment of all Office bearers, or appointment of all Office bearers except for the President.

These matters will be the subject of discussion at the 2016 AGM in addition to the Constitutional amendment.


Proposed changes to the Constitution

The proposed changes concern providing for the appointment of a second independent Director with specialised skills sought by the Board, and increasing the number of Directors on the Board from 10 to 11. The proposed changes are discussed in further detail below.

A. Increasing the number of Independent Directors on the Board

Proposal: Provide for the appointment of a second Independent Director with specialised skills sought by the Board.

Why: There are potentially limitations of the skills and experience inherent in representational Boards. External Independent Directors can bring expertise (e.g., Accounting and legal skills) and/or perspectives (e.g., Of a jurisdiction with a particular strategic importance) that might not be provided by elected directors.

B. Increasing the number of Directors on the Board

Proposal: Increase the maximum number of Directors on the Board to 11.

Why: Increasing the number of Directors on the Board to 11 will accommodate an additional Independent Director (where required) without reducing the number of Fellows, Associate Fellows and Candidates on the Board. Additionally, increasing the number of Directors from 10 to 11 will overcome the potential issue of a Board being equally split on a vote.


Other changes (not requiring Constitutional change)

There are further changes that support a more skill based Board structure and/or support the Constitutional changes described above, but in themselves can be implemented by regulation rather than Constitutional amendment. These will be discussed at the 2016 AGM for the purpose of providing context to the proposed Constitutional amendments.

A. Development of a Board Skills Matrix: A Board Skills Matrix will need to be developed to formalise the required skills of the Board, to underpin selection and appointment of Independent Directors, and to identify training needs.

B. Establishment of a Nominations Sub-Committee: Establish a Nominations Sub-Committee to assess nominees for election to the Board against the Constitution and the Board Skills Matrix. The establishment of a Board Nominations Committee rested on the decision about the Board selection, election and appointment process. The composition and operation of this Sub-Committee can be managed through Board regulation.


Other Constitutional areas for discussion (but NOT to be put forward for Constitutional amendment at this time)
 
Other areas for discussion, but are not being put to the 2016 AGM for Constitutional amendment are:

A. Appointing Office Holders

For Discussion: Directors (apart from Independent Directors) are elected to the Board. However, for discussion, are whether:
  • All Office Holders (including President, Vice President, Chair of the Education and Training Committee, and Chair of the Finance and Audit Committee) are Directors appointed to these positions by the Board, OR
  • All Office Holders, except for the President, (including Vice President, Chair of the Education and Training Committee, and Chair of the Finance and Audit Committee) are Directors appointed to these positions by the Board
Why change: Direct election of these positions unduly complicates voting procedures and may be inimical to achieving good governance outcomes.

B. Change maximum period for which a person may serve as a Director or Office Holder

Proposal: Change the maximum period of 12 years for which a person may serve as a Director or Office Holder from a cumulative period of 12 years, to a continuous period of 12 years with provision for a further period provided there is a gap of 12 months before any further period commences.

Why: Provide continuity of service within the Board, and to not unduly limit RACMA’s access to specific skills, expertise and perspectives held by some RACMA members at Board level.

C. Clarify the maximum period a President may hold office

Proposal: Clarify the effect of the provision specifying that the President may not hold that office for a second consecutive term by providing that there must be a gap of 12 months before the President commences a further term.

Why: Provide clarity in respect to the limitations on how long a person may hold the position of President, and the circumstances under which they may serve another term.


Other areas for discussion at the 2016 AGM

Another area for discussion at the 2016 AGM, but don’t require Constitutional amendment (only regulation) is Board Member Professional Development. To further support the mix of skills governing RACMA, it is proposed that Board members attend training and development activities relating to their Board membership and the Board member is reimbursed for the course cost and related travel and accommodation for participation in training. This does not need a constitutional amendment, but would need a Board regulation to establish expectations and parameters (such as the amounts), and the mechanism for ensuring the reimbursements are transparent and comply with the regulation.


Further Information

These amendments and the supporting regulations will be discussed at the 2016 AGM. In the lead up to the 2016 AGM, teleconferences have been set up for the following times to provide College members a place for questions and more in depth discussion. Teleconferences have been scheduled for:

Monday 12 September, 2-3pm AEST and
Tuesday 13 September, 3-4pm AEST

College members wishing to participate in a teleconference or who have a particular concern or question, can email Gaye Britt at This e-mail address is being protected from spambots. You need JavaScript enabled to view it .

 
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