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Practical governance for volunteer committees and not-for-profit organisations. Hosted by governance consultants Kate Hartwig and Kate McPhee, each episode tackles one topic — clearly, honestly, and without the jargon. Short enough to finish before your coffee goes cold.
Imagine this. The Committee knows the constitution isn't working for them anymore. The membership categories alone are a nightmare. 14 of them, most of them overlapping, half of them with no clear rationale, and every single one of them is locked into a document that requires a general meeting to change.
Kate H:And that's before we get to the committee composition clause that was clearly written for a completely different organisation, or the Objects section that doesn't reflect what the organisation has been doing for the last decade.
Kate M:So what does the Committee do?
Kate H:Absolutely nothing. Because change in the Constitution feels too hard, too expensive, too complicated and too uncertain. So they work around it. They work through it. They ignore the bits that don't suit them, and they keep going until one day they can't ignore it anymore. And then the problem they've been working around for years has become a constitutional crisis.
Kate M:The good news is that the problem is fixable, and the process doesn't have to be as hard or complicated as people think. Already knowing what needs to change is half the job. Welcome to The Committee Room.
Kate H:Welcome back to The Committee Room. I'm Kate Hartwig.
Kate M:And I'm Kate McPhee. We help volunteer board and committee members of small not for profit organizations who feel overwhelmed, frustrated, or just plain stuck to get their organization back on track, meet their legal and compliance obligations, and work better together.
Kate H:Last episode, we covered what a constitution is, what must be in it, and very importantly, the real choices your organization gets to make within that framework. We ended with a promise to talk about how to change your constitution. And, Kate, I confess, yes, I compared the process to changing a husband.
Kate M:You did. And we have since then received a listener question, and we love listener questions. The question asks how many husbands the two of us have actually had between us.
Kate H:Between us.
Kate M:Between us.
Kate H:Five.
Kate M:Five. That's right. Which does give us a certain amount of relevant experience in the area of change management.
Kate H:Always looking on the bright side, Kate. I love that about you. So today we're talking about changing the constitution, how the amendment process works, what has to go to the members and how to stop putting every little change into a document that requires a general meeting to fix. And we'll have some future proofing tips to make life a lot easier for the committee that comes after you. And a quick note before we start, this podcast is for general information on best practice governance for small to medium associations. It is not legal advice or marriage guidance.
Kate M:Now before we talk about the process to amend your constitution, let's pick up on something we introduced last episode that becomes really important here. The difference between what the Associations Incorporation Act requires your constitution to cover, the nonnegotiables and what your organization gets to choose and decide.
Kate H:Because this is where committees get stuck. They look at their constitution, see something that isn't working, and assume they can't change it because it must be there for a legal reason. Now sometimes that's true, but often it isn't. Often it's just the way somebody wrote it 20 ago, and nobody's questioned it since.
Kate M:So the act tells you what your constitution must cover. Your objects, membership, committee structure, general meetings, the amendment process, winding up, and so on. It doesn't tell you what those sections must say. That's your choice. So the fact that you have an object's clause isn't negotiable. You have to have it. Whether those objects are worded very narrowly or more broadly, whether you have a catchall clause or not, that's entirely up to you.
Kate H:Similarly, the act says you have to have a committee. It doesn't say how many people, how they're elected, whether terms are staggered, or whether there's a limit on consecutive terms. Those are all choices that you can make. And if your current constitution has choices that no longer suit your organisation, you can change them.
Kate M:So the first question when you're looking at a constitution that isn't working is, is this something the act requires, or is it something that was chosen way back when? Because if it's a choice, you can make a different one.
Kate H:Now once you understand which parts of your constitution are fixed and which are flexible, the next step is the most important one, working out what you want to change. And our strong recommendation is to forget the legal language entirely at this stage. Don't try to redraft clauses. Don't compare your constitution to other constitutions. Just ask yourself what's working and what isn't.
Kate M:So in practice, that means sitting down with your committee, you know, a small working group, two to four people, perfect, your brains trust, and going through the constitution section by section. Not the actual clauses, the topics. So your objects, your membership, committee composition, elections, meetings, and asking for each one, does this reflect how we operate or how we want to operate? Does it give us the flexibility we need? Is there anything here that creates unnecessary friction or complication?
Kate H:The answers tend to fall into one of a handful of categories. Things that are outdated, so objects that describe an organisation established in the 1970s but looks very different today, or a financial year that made sense back then but doesn't anymore. Things that are too restrictive, membership categories that are so detailed and specific that adding a new one requires a general meeting every time, or things that are missing. No provision for electronic meetings, no skills based appointed positions, no term limits.
Kate M:And then there are the things that are simply no longer right for the organization. So for instance, language that assumes all committee members are men, references to positions that no longer exist, membership rules that no longer reflect who you want to have join your organization, or processes that bear no resemblance to how your organization actually needs to operate.
Kate H:Write it all down in plain dot points. What do we want this section to say? What do we need from our constitution that we're not currently getting? And what's in there that we'd be better off without or better off moving somewhere else?
Kate M:So that dot point list does most of the heavy lifting, as the cool kids say, and that's exactly what we work through with organizations in our constitution compose a process. We don't start with legal language. We start with what the organization needs, how it wants to operate, and what it wants its constitution to actually do. So the drafting comes after the thinking, not the other way around.
Kate H:Oh, I like that. Drafting after thinking. That's a bit of a life lesson, isn't it?
Kate M:It is. So back to the husband analogy.
Kate H:Yes. Speaking of life lessons. Well, indeed. Once you know what you want to change, how do you do it?
Kate M:Well, Kate, like a divorce, there's a process. You can't just announce that it's over and walk away. Your members have to approve the changes. But also, like a good relationship, it's much smoother when everyone understands what's happening and why. So your members need to understand what you're changing, why you're changing it, and what it means for the organization.
Kate H:In South Australia, if your constitution doesn't specify its own amendment process, the act's default process applies. Now that means giving all members at least twenty one days written notice of the intention to propose the changes as a special resolution and passing that resolution by at least 75% of the members entitled to vote who vote at that meeting.
Kate M:So there are two things worth noting. So first, 75% is the act's default definition of a special resolution, but your constitution can make other provisions or clauses for how its rules are changed. So you might have a higher threshold if you want stronger protection against hasty changes or a lower threshold if you want to make changing your rules easier in the future. The practical point here is that 75%, it it's not a legal threshold. It's a planning number because you need to know who's likely to support the changes before you get to the meeting. So check what your constitution actually says before you start planning that meeting. Don't assume it's 75% just because that's what most constitutions or the example rules say.
Kate H:Second, don't treat giving the members notice of the meeting as a box ticking exercise. Members need to know what they're being asked to vote on, not just that there's a meeting, but what changes are proposed and why. Members can get quite protective of their constitution even if they've never read it. A brief plain English explanation of the amendments sent with the notice or put on your website isn't a legal requirement, but it can make the difference between members arriving at the meeting informed and members arriving confused, uncertain, and skeptical. Members who understand what they're being asked to approve are much more likely to support the changes.
Kate M:So the notice of meeting tells members what they're being asked to decide, and the special resolution is the formal decision they make at the meeting to approve or reject those changes. So let's assume that the members love your work and they approve the changes.
Kate M:Once that's been done in South Australia, you'll need to register the changes with consumer and business services. That's the government department responsible for incorporated associations. You have one month from the date the changes are passed to lodge the alteration or the replacement constitution.
Kate M:Now if you're changing your organization's name, that change doesn't take effect until consumer and business services registers it. Other constitutional changes generally take effect when the members pass them, but they still need to be lodged within that one month time frame. And, yes, Kate, there are penalties for late lodgement. Now the constitution compose a process includes the documents and guidance you need for this step because we don't want anything to fall through the cracks.
Kate H:And if you're listening from outside of South Australia, check the legislation that applies in your state or territory. The process, time frames, and registration requirements are similar, but they do vary across Australia. And if you're listening from outside Australia, and apparently, Kate, we do have some international listeners, which is rather lovely. Don't assume that our rules are your rules. What we talked about today is based on South Australian legislation, so check the process, time frame, and registration requirements that apply where you are. We'd hate to have you changing your constitution based on something two Aussie gals said on a podcast, and it turned out to be wrong.
Kate M:So now let's talk about the thing that means that our dear listeners won't need to change constitution nearly as often as they think they might. Companion documents.
Kate H:The principle is simple. The constitution sets the framework. It doesn't need to carry all the detail. Operational detail, the things that change as the organization grows and evolves, belong in separate documents that the committee can update by resolution without calling a general meeting.
Kate M:So remember our opening scenario, 14 membership categories all locked into the constitution. Once they move into a companion document, the committee can review those membership categories whenever it needs to. 14 becomes eight at the first review because without the general meeting barrier, you know, it's immediately obvious to the committee how many of those membership categories are redundant. Yay. Problem solved. No general meeting. No special resolution required.
Kate H:Now we've given this a lot of thought, and we think there are four main types of companion documents that a club or association might use alongside its constitution. The committee charter, codes, bylaws, and policies. Together with the constitution, these form the governance framework for your organization.
Kate M:So let's start with the committee charter. Now this provides practical guidance about the committee's role, responsibilities, authority, and how it operates. So think of it as the committee member's handbook. It sits underneath the constitution and deals with the practical detail that committee members need to understand. Second, code of conduct or codes, plural, if different groups within the organization need different standards or different guidance. So a code sets out the behavior expected of the people connected with the organization, whether that's members, volunteers, staff, competitors, or spectators.
Kate H:Third, bylaws. Now these are more formal rules dealing with particular activities or areas of the organization. They're intended to provide a relatively stable framework rather than something the Committee is constantly changing. And fourth, policies. Policies set out the organisation's approach to particular issues and can cover all sorts of operational and governance matters. They're generally more flexible and can be updated as circumstances change. Where necessary, a policy can have a procedure sitting underneath it, which deals with how it's actually put into practice.
Kate M:So the really important thing here, Kate, for our listeners to remember is that these documents don't compete with the constitution. They sit alongside it or underneath it. The constitution provides the framework while the companion documents carry much of the detail.
Kate H:Which means you need to work out what properly belongs in the constitution and what is better dealt with somewhere else. Get that right, and you can have a constitution that provides a solid foundation without having to change it every time the organisation needs to change a process, introduce a new rule, or update the way something works.
Kate M:And there's a bit more to getting that architecture right than simply moving things out of the constitution. You need to make sure the documents have the right authority, that they fit together properly, and that they don't accidentally contradict each other.
Kate H:It's not just about having four different documents and giving everything a different name. There's quite a bit of thought involved in deciding what belongs where and making sure the whole framework works together. That's a big part of what we work through in the constitution composers, so we'll save the finer detail for a future episode.
Kate M:A constitution that changes too often loses authority, whereas companion documents that change easily keep everything current. So you can use the right tool for the right job.
Kate H:And there's one more thing worth thinking about when you're reviewing or rewriting a constitution, and that's future proofing as much as you can. The way organizations operate has changed enormously, particularly with technology in recent years. But a lot of constitutions still seem to assume everyone has a wooden filing cabinet, a printer, and a spare afternoon to find a postage stamp.
Kate M:And here's another example we see all the time. The constitution that still defines present at a meeting as physically being in the same room. So for organizations that now routinely meet by video call, and, you know, most do, at least sometimes, that creates an immediate problem because that means that anyone joining online isn't technically present under the constitution, which means the quorum could be challenged and that decisions could be invalid.
Kate H:Now the fix for this is fairly straightforward. A future proof definition for present at a meeting could say something like, and here, Kate, I'm going to use my constitution reading voice. Present includes attending in person or by any other means approved by the committee that allows the members to hear and be heard and participate in the business of the meeting. You like that?
Kate M:That's an excellent constitution voice.
Kate H:It's a good constitution voice, isn't it? I like it. So that one sentence covers video calls, phone ins, and whatever technology comes next. Because let's face it, we don't have a crystal ball, and technology is changing so quickly.
Kate M:What's that thing we were you were telling me about the other day? Quantum
Kate H:Quantum mechanics. So we could all be impaired particles in our meeting in a decade or two. So what we need to do is cover whatever technology comes next. Who knows what it will be? But what it means is that your constitution won't need to be amended every time the technology changes.
Kate H:I've seen plenty of constitutions, Kate, that are more Band Aid than original constitution. Catch all clauses, flexible definitions and companion documents that carry the details. These are the tools that mean your constitution works for you for years, not just until the next time something changes.
Kate M:So the best constitution, dear listeners, is one that doesn't need constant tinkering and doesn't leave the committee scratching its collective head trying to find a workaround. So get the framework right, build in some flexibility, and you'll have a constitution that supports your organization instead of getting in its way.
Kate H:So let's summarize what we've covered today. First, know the difference between what the Act requires and what your organization can choose for itself. If something in your constitution creates friction, question it. It might be a legal requirement, but it also might be something someone decided a long time ago that no longer makes any sense. Second, don't be frightened of the amendment process.
Kate H:Whether you are putting some amendments to the meeting or whether you are putting up a completely new constitution, check your own rules, give members the required notice and enough information, put the proposed changes to the meeting as a special resolution, and once it's passed, make sure the alteration or the new constitution is registered within the required timeframe. Third, use companion documents, your committee charter, code or codes of conduct, bylaws and policies to carry the detail that doesn't need to be locked into the constitution. That gives you room to change the way you operate without having to rewrite the constitution every time. Use the right tool for the right job. And finally, think about the future, where you can build in sensible flexibility so the constitution can accommodate change rather than constantly needing to catch up with it.
Kate M:So you want to build a constitution that fits with companion documents that can evolve as you do. That's a governance framework that works for you, not against you. And finally, we've established that changing a constitution is a little bit like changing your spouse. There's a process. There are forms. There's usually some negotiation involved, and it's much easier if you know what you want before you start. Although, unlike husbands, constitutions can actually be improved without having to divide up the furniture.
Kate H:Did you end up losing half the furniture every time, Kate?
Kate M:Absolutely. Definitely not. No.
Kate H:Oh, well, did better than I did because I lost all of it. I think that's probably why you embarked on husband number three and I didn't. I'm too chicken. On a more serious note, listeners, here's your improvement challenge for this week, and no, it's not replacing your husband. Look at your constitution and identify three things that create friction. Things you regularly have to work around, things that don't reflect how you actually operate, or things that are harder to change than they should be. Maybe we are talking about husbands after all. Write them down in plain dot points and that list is the beginning of your constitutional review.
Kate M:Now you have to ask yourselves, do you have companion documents? Have you got a committee charter, a code of conduct, bylaws, policies? If not, start with whichever one would make the biggest difference right now. Your committee can adopt a charter by resolution. You don't need a general meeting to get started. There is a companion documents overview in the show notes from Kate One's very excellent committee companion, and you can read more about some of the other helpful documents in my book, Just a Tick.
Kate H:And remember, these companion documents don't have to be perfect or complete on day one.
Kate M:Like a marriage.
Kate H:Like a marriage. Actually, it's generally better on day one than it is down the track, but that's by the by. In fact, good governance is never really a finished product. Your organization changes and your documents should change with it. Start with the things that matter most and build from there. One document at a time, and you'll be building not just a set of documents, but the structure that supports good governance in your organization for the long haul.
Kate M:As the wise people say, Kate, incremental improvement beats postponed perfection every time.
Kate H:Oh, another excellent saying, Kate. We should put them all in a book. If your constitution and companion documents need a proper review, not a DIY patch or a Band Aid, but a structured process that gets it right, that's exactly what our constitution composer does. Five steps, fixed price for a constitution built around your organization. Details are at freshallsorts.com.au and in the show notes.
Kate M:And please, listeners, keep your questions coming. As this episode demonstrates, we do read your questions, and apparently, we answer them whether we had planned to or not. The contact form is at The Committee Room dot com dot a u.
Kate H:If today's episode was helpful for you, please subscribe wherever you listen to podcasts and share it with someone else on a committee who might find it useful too. The free download and the show notes are at thecommitteeroom.com.au.
Kate M:Next time in our documents done right series, we're talking compliance basics. What you have to do to whom and by when. The things that keep your organization on the right side of the law without making compliance your full time job. That will be episode 21. Apparently, Kate, our podcast is grown up
Kate H:Unlike us.
Kate M:Until then, I'm Kate McPhee, Kate two.
Kate H:And I'm Kate Hartwig, Kate one.
Kate M:And this has been The Committee Room. Remember,
Kate H:you don't need good luck if you've got good governance.