Constitution review 2021

Posted by: Brendan Guiney on 31/08/2021

Principle of the review

The review is intended to be a 'modernisation' of the Constitution rather than a fundamental change to the structure and functions of the Water Directorate. A discussion of the need for the modernisation is given below.

Key Objectives of the Constitution review

  • Comply with the legal requirements of the NSW Associations Incorporation Act 2009.
  • Embed the option to use modern technology to conduct meetings and voting, including Annual General Meetings
  • Broaden the revenue base of the Water Directorate through the inclusion of a non-voting Associate Member category

A brief history of the Constitution of the Water Directorate Inc.

  • 2001: Original Constitution was prepared when the Water Directorate was made an incorporated association.
  • 10 March 2011: An updated Constitution was adopted.
  • 2018: During the development phase of Water Directorate's Strategic Plan 2019-2024, member councils supported a review of the structure and functions of the Water Directorate.
  • 2019: Water Directorate commissioned the Associations Forum, an organisation that assists associations with governance, structures and other matters, to review the Water Directorate's existing Constitution.

Discussion

Our strategic review in 2018 included a comprehensive member survey and interview process. In particular, three Strategies  in our Strategic Plan 2019-2024 are related to our governance and funding model:

 Strategies Actions
Re-think governance arrangements
  • Review the makeup of the Executive Committee to ensure it is representative of a range of different types of Councils, including smaller and western councils
  • Consider changing representation from the IPWEA NSW boundaries to Joint Organisation boundaries
  • Consider structure of Executive Committee to improve engagement
  • Review the potential for associate memberships as part of industry partnerships and MOU’s
  • Consider the inclusion of or level of consultation with alternative water and sewer providers in non-metropolitan NSW (eg Essential Water)
  • Review the nature of fees based on any changed governance arrangements.
  • Consult with Water Directorate members in relation to any proposals for changes in the governance model of the makeup of fees
Increase collaboration across the sector
  • Ensure that any review of the governance arrangements provides for increased collaboration across the sector.
Explore options for increasing revenue base, dependent on services provided
  • Options include:
    • increase member fees
    • open up membership to a broader range of entities/people, and
    • apply for substantial government funding from Department of Industry or other relevant agency


Member feedback in 2018 included:

Opportunities for increasing the revenue base ought to be considered

There was a suggestion from one interviewee that there would be value in reviewing options for increasing the revenue base for the Directorate so that it might be able to expand its offering somewhat.

One option included opening up membership to consultants who would benefit from the Directorate’s publications and expertise.

Another option was to test the willingness of members to pay marginally more in Directorate fees. Another interviewee proposed perhaps introducing a fee for service model.


It is also worth noting that Qldwater have an arrangement for Affiliate Members to other industry partners, consultants and service providers located in and outside Queensland. Our Constitution amendments are intended to pick up a similar opportunity.

Findings from the Associations Forum review - modernisation recommendations

Some other findings on the review of our existing Constitution included:

  • Threshold for passing a Special Resolution is higher than what is normally required under the Act
  • Definition of ‘representatives’ not good practice
  • The quorum for ordinary meetings is smaller than good practice
  • The Constitution requires payments exceeding $50 to be made by cheque
  • Election process for the Chair of the Water Directorate should be clearer
  • Stating the maximum number of consecutive terms of office bearers is a requirement of the Act, even if it is not limited
  • Clause 15.3 is inconsistent with the Act in how funds are distributed upon dissolution of the Water Directorate to the membership. It needs to be to another association.
  • Need include the ability to conduct meetings and voting over technology

Proposed new Constitution - what's different?

  • The name of the incorporated association is explicitly identified in the new Constitution.
  • A rule has been added to confirm the association is 'Not for Profit'
  • 'Ancillary' objectives have been trimmed out, to maintain clarity on the core objectives of the association, which have not changed
  • A new membership application process has been included, which is necessary for introducing an Associate Member category
  • The composition of the Executive Committee has not changed, including a 2 year term for Executive Committee members
  • The process for casual vacancies on the Executive Committee has changed so that they can be filled by appointment after consultation with the members rather than requiring a by-election
  • The position of Deputy Chair has been included as an officer bearer
  • The Chair and Deputy Chair will be appointed by the Executive Committee with no maximum number of consecutive terms as an office bearer
  • A 'Validity of Acts' clause has been included to specify that acts of the Executive Committee will be valid despite any subsequent defect discovered in the appointment of any member of the Executive Committee
  • A new rule has been included for appointing an alternative Chair if the Chair is not present
  • A new rule has been included to give the Executive Committee discretion to cancel, postpone or change the venue of a general meeting
  • Special resolutions have been simply defined to align with the requirements of the Act
  • A new rule has been included to allow meetings to be held over technology (such as, Zoom or Teams videoconferencing technology)
  • The financial year has been explicitly defined to run from 1 July to 30 June each year.
  • Dissolution of the Association has been updated to comply with Not for Profit requirements
  • Transitional arrangements have been included to maintain continuity of the Executive Committee, office bearers and subcommittees

Consultation period

  • A draft of the new draft Constitution was previously on display between August and October, available here. Comments closed on 6 October 2021.
  • The current Constitution is available here.

Close of consultation - 6 October 2021

  • The final draft Constitution is now available for voting upon here. A ballot form has been emailed to the General Managers of all Member Councils.
  • The ballot will succeed with a 75% vote in support of the final draft Constitution. 
  • It is important that all members vote by 5pm Friday 5 November 2021.
  • If you have any questions or concerns please contact us at info@waterdirectorate.asn.au.
  • The results of the ballot will be reported at the Annual General Meeting of the Water Directorate Incorporated on 11 November 2021.

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