Cancer Voices NSW has a new Constitution, and Executive Committee Charter
Cancer Voices NSW has a new Constitution following the unanimous decision at the Annual General Meeting on 25 February 2022. You can read the new Constitution here.
New legislation for the operation of incorporated associations commenced in NSW in 2009 with the introduction of the Incorporated Associations Act 2009 (NSW). An updated regulation (which provides the ‘how’ for compliance with the Act) was introduced in 2016. The new Act and Regulation modernised and streamlined provisions and requirements for compliance with NSW law.
In 2021 as part of its strategic planning work, and during the development of an Executive Committee (EC) Charter, the decision was taken to develop a new, up-to-date Constitution that would:
- be consistent with the current Model Rules
- more accurately reflect the ways in which CVN operates twenty years after its formation, and
- provide greater flexibility into the future.
A working group of EC members developed a draft document between August 2021 and January 2022, with ongoing input from other EC members. The EC resolved on 4 February 2022 that the new Constitution be referred to the CVN membership for adoption at the 2022 AGM.
The new Constitution has been based on the current Model Rules which have provided a solid basis for the development of a CVN-specific document.
The major changes in the new Constitution include
Cancer Voices NSW Purpose (p. 5)
The statement of CVN’s purpose has replaced the list of objectives from the previous Constitution as this was considered to provide more flexibility for regular review of our objectives that can be made without the need to amend the Constitution.
Membership (Classes of members) (p. 6)
CVN previously had 2 classes of members (voting and associate). A change to two member types (‘individual’, and ‘organisational’) more accurately represents the way CVN now operates.
Consequential changes were made in later parts of the Constitution (‘Fees and subscriptions’, p. 7) to provide flexibility for the Executive Committee, if it thinks fit, to charge a membership fee/s for organisational members.
Composition and membership of the Executive Committee (pp. 9-10)
Size of the Executive Committee:
Flexibility as to the size of the Executive Committee has been built into the Constitution given that organisational needs may change from time to time. The EC can now determine its size as appropriate with the range of members being between 7 and 11 (inclusive of office bearers).
Number of terms of an office bearer:
Given the need for renewal and refreshment of office bearer positions, and those occupying them, a maximum number of four (4) consecutive years of office is now provided for.
Election of EC members (p. 10)
The previous Constitution required that a certain number of the EC be nominated by cancer-based organisations (such as the Breast Cancer Action Group and the Prostate Cancer Foundation of Australia). This process had not occurred in recent years, and was seen to be out-of-step with the way CVN and the EC operate. The change is designed to encourage new members with the capacity to approach their work from a generalist rather than a specific cancer perspective, and to more accurately reflect the cancer environment in which we operate.
Commencement of the new Constitution
The provisions of the new Constitution commenced from 18 March 2022, the date it was registered by Fair Trading NSW.
Executive Committee Charter
The development of a Charter for the operation of the Executive Committee (EC) took place in parallel with the development of the new Constitution, which helped shape major elements of the Constitution’s content. It was adopted by the EC on 16 November 2021.
A document of this kind is now common practice, as part of good governance, of many boards and committees. The EC Charter provides a guidance tool for Executive Committee members and prospective EC members on how the Cancer Voices NSW Executive Committee operates within the organisation. It also provides an overview of the EC’s operation for the wider membership of Cancer Voices NSW and the wider cancer community.
The Charter sets out the role, composition and responsibilities of the Executive Committee. A main purpose of the Charter is to promote a culture and standards of good corporate governance across CVN. Through its development and adoption, the EC has indicated that it is committed to ensuring that principles of good governance are implemented openly and with integrity, in achieving and maintaining good corporate governance that is appropriate for CVN’s needs
It is a living document that both ensures stability of the processes that facilitate the EC’s operation while regularly evolving to accommodate changes to circumstances, technologies and the composition of the EC membership.
The EC Charter has the following sections: CVN Vision and Mission; History of Cancer Voices NSW; Charter purpose; Definitions and acronyms; ‘About Cancer Voices NSW’; Governance, including structure of the EC; Role and responsibilities of the EC; Role of individual EC members; EC Code of Conduct, that has been signed by each EC member; EC Confidentiality Undertaking, that has also been signed by each EC member; Disclosure of conflicts of interest; EC procedures, including reporting to the EC; Policies and procedures; EC nomination and election procedure; Induction of new members; Executive Committee performance; Payment and allowances arrangements; Work Health and Safety; Intellectual Property; Publication and review of the Charter.
The matters set out in the Charter are subject to the Associations Incorporation Act 2009 (NSW) and the Constitution of CVN. The EC will review the Charter on an annual basis to ensure that it continues to provide sound guidance on its operation.
Murray McLachlan
