CONSTITUTION

INVITATION TO ALL MEMBERS: CONSULTATION ON THE SSAA SYDNEY BRANCH DRAFT CLG CONSTITUTION

CLICK HERE TO DOWNLOAD: SSAA Sydney Branch CLG Constitution October 2024

Further to our email on 14 June 2024 informing members of an important change in our legal status that the Committee has been working to implement, we are pleased to advise you of some important dates relating to the implementation of the Association’s new Constitution.

You will remember that the Association exists as an incorporated Association. We are established under the NSW Associations Incorporation Act 2009 (Associations Act).

We have been working with our solicitors on this matter to develop a new Constitution to transition the Association from our current status under the Associations Act to become a CLG (Company Limited by Guarantee) under the Corporations Act 2001, which is administered through the Federal Government and the Australian Securities & Investments Commission (ASIC).

The Association will continue to exist. We will simply transition from our current incorporated Association status to become a CLG. The Association will not be wound up, it will simply transition from its current legal structure as an incorporated Association to a new legal structure as a CLG. The assets of the Association will be held via the new CLG structure.

The Draft SSAA Sydney Branch CLG Constitution sets out the rules governing the internal affairs of the SSAA Sydney Branch including the relationships between a CLG, its members and its directors.

We invite all members of the SSAA Sydney Branch community to attend the upcoming consultation meetings regarding the Draft SSAA Sydney CLG Constitution. Your feedback and input are vital in shaping the future of our organisation.

The consultation process will run for four (4) weeks from 31 October until 30 November 2024. Members will be invited to vote on 5 SPECIAL BUSINESS RESOLUTIONS THAT MUST BE PASSED AS SPECIAL RESOLUTIONS IF THE RESOLUTIONS ARE APPROVED on the Constitutional changes at the AGM to be held on 13 December 2024.

The consultation meetings will provide an opportunity for you to:

1. Review the Draft SSAA Sydney Branch Constitution.
2. Share your thoughts, concerns and suggestions on the proposed changes.
3. Discuss the importance of various provisions and how they impact our community.
4. Collaborate with the SSAA Sydney Branch leadership team to refine the document.

Your participation in these meetings will help us create a constitution that truly represents the interests of our diverse membership base. Your voice matters, and we want to ensure that all perspectives are considered in this process.

It’s important to understand that not all feedback can be incorporated into the Constitution due to the Company’s legal constraints and operational requirements.

Printed copies of the Draft Constitution will be on display during operational hours at Silverdale Rifle Range, Anzac Rifle Range, St Marys Indoor Centre (Pistol Club Office).

Online Consultation Sessions via Zoom:

• Webinar 13 November 2024 7.30 pm (you must register attendance ahead of time with your SSAA Sydney member number) – Zoom registration link
• Webinar 20 November 2024 7.30 pm (you must register attendance ahead of time with your SSAA Sydney member number) – Zoom registration link

If you are unable to attend the meetings but would still like to provide feedback, please feel free to reach out to us via email constitution@ssaasydney.net or visit our website where we have a page dedicated to CLG Constitutional FAQs and feedback. Your input is invaluable, and we want to hear from as many members as possible.

Thank you for your continued support and dedication to the SSAA Sydney Branch. We look forward to your participation in this important Consultation process.

FREQUENTLY ASKED QUESTIONS (FAQS)

Why are we changing our constitution?

Prior to the COVID pandemic, the then Committee of the Association was informed that Office of Fair Trading (OFT) that our Association had moved beyond the size and scale identified in the OFT Guidelines. The OFT considered that our Association was too large to continue to be regulated under the Associations Act.

Instead, we have to adopt a new legal structure in the form of a Cooperative or a Company limited by guarantee (CLG). The COVID pandemic delayed us doing this. The Committee must now address the issue raised by the OFT and we have move to change the legal structure of our Branch.

Why change from an incorporated association to a company limited by guarantee?

While an incorporated association is simpler and more cost-effective for small community entities such as a local soccer or cricket club, a company limited by guarantee offers limited liability to its members and allows for much larger operations like the Branch already undertakes.

A company limited by guarantee is a legal structure suited for larger, complex non-profit organizations. It has stricter regulatory requirements, and more formal governance, and provides better protection for its members and directors.

What is different in this new Draft Constitution?

We have closely aligned the previous Constitution with the new Draft Constitution. Instead of a committee, we have a Board. ASIC becomes our regulator instead of the NSW Government Department of Fair Trading, and we are re-introducing a member lead disciplinary panel after a previous committee abandoned it.

Will this change affect the members of the SSAA Sydney Branch?

Absolutely not. This change does not affect the day-to-day membership or the benefits that members enjoy such as insurance, advocacy provided by SSAA NSW and SSAA National. The transition is an internal structural adjustment and will not alter membership rights, services, or activities.

How will the change impact the governance of the SSAA Sydney Branch?

The transition to a company limited by guarantee will drastically enhance governance maturity by:

– Introducing a board of directors with defined roles and responsibilities, performance indicators they must meet annually and reporting obligations to members.

– More detailed financial reporting and compliance with corporate laws are required, the same laws that govern how major banks and mining companies adhere to them.

– Ensuring decisions are made in accordance with Australian accepted corporate governance best practices.

What is the key benefit that this transition bring to the SSAA Sydney Branch?

Stronger Organisational Structure: The more formal corporate governance model allows for a more robust framework to manage risk, compliance, and accountability of the future Board, Executive and staff.

How will this transition affect the day-to-day operations of the SSAA Sydney Branch?

The transition should not affect the branch’s day-to-day operations. Activities, events, and services for members will continue as normal. However, the new structure will allow for smoother long-term management and the ability to scale up operations if necessary. For example, the current committee are scoping and preparing to build a purpose built archery range at Silverdale specific for hunters.

Will there be any additional costs or fees to members as a result of the transition?

No, there will be no additional costs or fees to members due to the transition. Membership fees and other costs will remain the same unless otherwise communicated.

What is the timeline for this transition?

After the vote at the December AGM, April 2025, or prior, if the NSW Government and ASIC adhere to their published timelines.

How will the members be involved in this transition?

Members will have the opportunity to vote on yes or no on whether the new constitution is adopted. Regular updates will be provided, and members are encouraged to participate in any consultation meetings held during this process.

Where can I find more information or ask questions about this transition?

Members can find more information through official SSAA Sydney Branch communications, including newsletters, emails, or the branch website. Any specific questions can be directed to the dedicated email: constitution@ssaasydney.net or questions can be asked at the consultation meetings.

What is happening with the current Committee?

A new committee will need to be elected at the December AGM. Unlike previous years, anyone wishing to be nominated for election must seriously consider the very rewarding personal aspect of volunteering to grow our sport and Branch, but, the potential consequences involved. This is a voluntary Board position. It is not paid but carries the same accountabilities as any other Board. Executives on the board give, on average, 20 hours per week of personal time to the role.

Nominees need to have appropriate qualifications or experience to demonstrate they can strategically govern our 35,000-member Branch. Should someone be elected and fail to uphold their fiduciary duties as a Director, they could be held civilly and criminally accountable for offences under the Corporations Act 2001 and the Criminal Code Act 1995.

Why have you changed the disciplinary process?

There is no Branch disciplinary process currently, and this is entirely unfair to Sydney Branch members. A previous committee elected not to discipline our own Branch members. Instead, disciplinary matters have to be deferred to the State Branch, which means any member put through the process faces lengthy delays in having a matter heard.

The new Branch disciplinary panel will be voted in by Sydney Branch members, run by Sydney Branch members, for Sydney Branch members. Similar to a court, a jury of peers should run our disciplinary process, not outsiders. The future Board will not run this process, it is an independent body that merely reports outcomes to the Board.

Appeals of any outcome will go to the State body as required, providing another layer of fairness to our members.