Constitution Review – The Journey

The Constitution is a fundamental component of any organisation’s governance framework.

Constitutions should be reviewed regularly to stay up to date with changes to the Corporations Act 2001 (Cth) and other legislation, modern company practices and technologies.

For the past 12 months the College has been working on a detailed review of RACMA’s governance framework, which has been led by the Constitutional Working Group (CWG) throughout 2022. The group is comprised of the following members:

Background

The RACMA Constitution has had a series of amendments over time; but it has been approximately 10 years since a full review was conducted.

At the 2019 AGM, the President advised the membership that it was timely to undertake a full review to ensure that the Constitution remains fit for purpose. The Board approved the first stage of work, namely a legal review of the current Constitution and set up a Board steering group to oversee this work.

Legal Review – Clayton Utz

The Board commissioned Clayton Utz to conduct a legal review of the Constitution which highlighted the following areas for consideration:

• Governance
  • Role and composition of the Board
  • Committees and jurisdictions
• Membership
  • Admission and continuing competence
• Legal and technical
  • Objects
• Occam’s razor
  • The Constitution could be simplified.  It is very prescriptive and detailed, to an extent that is not conducive to good governance.  

Member feedback in 2021

College Members were given an opportunity to provide feedback on the Legal Review and the key areas of consensus included:

• The current size and composition of the Board is appropriate.
• The removal of prescriptive material within the Constitution to allow for a more agile response to change.
• Support for the role of a President Elect.
• Limited support for the role of Past President on the Board.
• Support for the removal of prescriptive material about the Jurisdictional Committees from the Constitution.
• Support for clarity of the role of Jurisdictional Committees, their membership, terms of appointment, and link to the Board.

Proposed Amendments

The CWG has focussed on reviewing four focus areas:

• Objects and purpose
• Board composition
• Board subcommittees
• Jurisdictional committees

Extracts of the proposed amendments have been highlighted below.

Objects and purpose

The principal object of the College is to enable the delivery of high quality, safe health services and systems for the community by education and training, and by promoting the skills, knowledge, and professional attitudes of specialist medical leaders and managers, who have a leadership role in providing such services.

The College does this by:

• Establishing and maintaining standards in medical leadership and management education, training, assessment, and continuous professional development;
• Promoting health equity within the communities we serve, acknowledging the dignity and special needs of diverse groups within the community and including recognition of the commitment to reconciliation for Indigenous People of Australia and Aotearoa/New Zealand and the articles of Te Tiriti o Waitangi for Mãori of Aotearoa/New Zealand;
• Developing education, training, assessment and research programs which promote and advance the principles and practice of medical leadership and management and providing opportunities to bring Members together for their common benefit;
• Advocating as the peak body on medical leadership and management issues and related topics, and providing expert advice on high quality, efficacious and safe health care, services, and systems for the community; and
• Promoting cooperation and collaboration with organisations, including organisations outside Australia and Aotearoa/New Zealand, with objectives similar to those of the College.

Board composition

The following amendments are being proposed by the Working Group:

• Add an additional Associate Fellow member, increasing the representation by Associate Fellows to two (2).
• Amend the periods of appointment to three (3) year terms, with a maximum consecutive period of service of nine (9) years.
• Replace the Vice-President with a President-Elect. This will include:
  • Changing the name of the role
  • Providing for election of the President-Elect and automatic transition to the role of President
• Amend the term for the President and President-Elect be two (2) years rather than three (3) years.
• Allow the RACMA Board to appoint to the roles of Chairperson of the Finance and Audit Committee and Chairperson of the Education and Training Committee.
• Amend the Constitution to exclude the President and Vice President from the jurisdictional cap (President Elect).
• Ensure that a Fellow Practising in New Zealand is required as part of the Board Composition.

Board subcommittees

The following amendments are being proposed by the Working Group:

• Amend the Constitution to allow the RACMA Board to establish Board committees to ensure the work of RACMA is fulfilled.  Board committees to include key strategic areas such as (but not limited to): Executive, Finance, Education, Policy and Advocacy and Risk.
• Amend the Constitution to remove the requirement that the majority of the members of Board committees be Directors, Officeholders and/or employees of the College – instead that the majority of members be “Members of the College”.
• Amend the Constitution to standardise the use of the words ‘committee(s)’ and ‘subcommittee(s)’ throughout the Constitution.

Jurisdictional committees

• Reference to the Jurisdictions and Jurisdictional Committees to remain in the Constitution.
• The operational detail of the Jurisdictional Committees to be transferred from the Constitution to newly authored ‘College Terms of Reference’.
• The new ‘College Terms of Reference’ to include items such as approved terms of reference and position descriptions for key roles such as Chair, Jurisdictional Coordinators of Training and CEPD Coordinator.
• Jurisdictional Committee matters such as elections and maximum terms should be discussed when the new ‘College Terms of Reference’ are drafted.

Consultation

Town Hall Meeting – 25 May 2023

To view the latest Town Hall Meeting, please click HERE.

To view the powerpoint presentation slides plase click HERE.

Consultation Papers

Throughout July 2022, the CWG led by the College President have conducted several ‘Town Hall’ meetings to discuss the progress of the Constitutional review and to seek feedback from members. Overwhelmingly, Members have endorsed the approach of the review and have been supportive of the proposed changes.

Constitution Review Consultation Paper #4 – The Role and Composition of the Jurisdictional Committees (July 2022)

Constitution Review Consultation Paper #3 – Board Subcomittees (March 2022)

Constitution Review Consultation Paper #2 – Composition of the Board (March 2022)

Constitution Review Consultation Paper #1 – The Objects and Purpose of the College (November 2021)

Next Steps

At the most recent December Board meeting, the Board approved the following principles that were recommended by the Working Group:

• An Extraordinary General Meeting (EGM) to vote on the Constitutional amendments be held in the first half of 2023.
• Any Constitutional amendments that are approved by the membership take effect at the 2023 AGM.
• If endorsed at the EGM, the President-Elect position is elected between the EGM and the 2023 AGM, to take office at the 2023 AGM.
• The RACMA Board considers establishing an ongoing governance committee to continue to reform the Constitution and other governance requirements across the College.

For more information on the current status of the Constitutional Review, please feel free to email RACMA Chief Executive Cris Massis – cmassis@racma.edu.au.