Hamley Bridge Aged Care Inc
12 APRIL 2021 CONSULTATION FREQUENTLY ASKED QUESTIONS
These Frequently Asked Questions (FAQs) have been provided to hopefully inform you further regarding the development of a new Constitution for Hamley Bridge Aged Care Inc.
HBAC is a community governed facility and at the AGM in October 2020 a review of the Constitution was requested by the community. It is also worthy to note that a complete overview of the Constitution was well overdue. Reviewing a Constitution on a regular basis is recommended.
It is proposed that these items form part of the Annual Report to the Community for the financial year ended 30 June 2021.
These are sections of the Constitution that are mandated under the Associations Incorporation (SA) Act 1985. That means they can’t be changed.
The Constitution is the foundation document for the incorporated association. It establishes the rules to govern the association, provide guidance to the Board and establishes the rights and responsibilities of members and Board Members.
The current Board will stay on until the 2021 Annual General Meeting at which time 50% of the positions will be up for election. (NB. This will be the case if the Constitution is adopted at the Special General Meeting scheduled for May.)
Full Members – must reside within 20km of HBAC or be a resident of HBAC, register to become a full voting member, subscribe to the objects of the association, be over 18 years old and not be employed by HBAC. Only Full Members can nominate for the Board.
Full/Associate Memberships – Residents of HBAC are automatically granted Associate Membership of HBAC whilst residing in the facility. They can also apply for Full Membership if they so wish. One family member of a resident may apply to become an Associate member. This membership will be cancelled when the resident no longer lives at HBAC.
Full and Associate Membership applications must be in writing on the prescribed form.
We have a requirement to maintain a membership register of the association that includes the member’s name, address, contact details, the date their membership application was approved and the date that their membership ceased and the reason why it ceased. All associations need to know who is to receive an invite to a general meeting, who is eligible to vote at a general meeting and who can nominate for a position on the Board.
Associations that have members need to maintain a register of members.
As the Board members are the “Employer” of staff at the facility, having a staff member sitting on the Board as the employer, as well as being an employee is a conflict of interest and places enormous pressure and risk upon that staff member and on the association.
Staff have regular meetings that are attended by Management and sometimes Board members, and these meetings are reported on back to the Board to keep them informed.
In our restructure, we have formed several sub-committees of the Board, which meet and report back regularly. The Auxillary has been an important fundraising arm of the facility and critical to its wellbeing over many years and now will sit alongside the Finance, Audit & Risk subcommittee and the Clinical Governance & Quality Subcommittee.
Many associations have membership fees e.g. Unions, sporting clubs, social clubs and professional guilds, that are paid annually with a membership renewal. These membership fees form a part of the association’s revenue. No membership fee is being proposed for members of HBAC though provision is made within the constitution for fees so that, if at some time in the future the Board, with the support of members, chooses to introduce fees.
The constitution sub-committee reviewed the current process for Board nominations and considered different models to manage this process. The proposal is to establish a nominations committee which will manage the process to ensure that the overall composition of the Board aligns with the mix and diversity of skills, experience and knowledge required and ensure that nominees are permitted to be on a Board under S30 of the Associations Incorporation Act. It is proposed that all nominations be processed int his way and that nominations will not be taken from the floor at a general meeting.
The clauses that address Board Membership can be found in Section 7. The proposal is for the Board to comprise:
• 6 people who must be full members of the association
• 2 people who may be members or could be from outside of the membership list
• From time to time up to 2 more people appointed for a set period because they have skills, knowledge, experience that that Board needs e.g. legal, medical, marketing, HR, finance
The constitution sub-committee understands that all associations have trouble attracting skilled and experienced people to the Board and so it was decided to create more flexible rules about the composition of the Board and to make skills, knowledge and experience the priority criteria for Board appointment. Plus, the proposed skill-based approach addresses the recommendations of the Royal Commission into Aged Care and Safety.
Associations that have members (not all do) must have rules within the constitution for who can be a member, how they become a member and the rights and responsibilities of members. Part of the responsibilities of members is to act in the best interests of the association and not engage in misconduct that damages the reputation of the association. Associations need to have rules on how to deal with misconduct from a member e.g. fraud, theft, assault etc. Those rules also need to follow the principles of natural justice as required under the Act. It’s not often that associations ever need to invoke these rules however, if they do, the process is clear and fair.
No. All Board members are volunteers and not paid if elected to the Board. However, out of pocket expenses are covered.
No. This consultation is just about the draft constitution. The Special General Meeting should be held late May 2021
Feedback can be provided until Close of Business Wednesday 5 May 2021. The Board will also prepare a “Survey Monkey Questionnaire” for community to respond.
The Board will review the feedback and work with the legal advisors to prepare a final draft Constitution to present for voting in the form of a special resolution at the Special General Meeting