The board of Blind Citizens Australia (BCA) has undertaken a review of the current constitution and proposes a number of amendments to BCA members. Below you will find a brief summary of the proposed changes. The proposed draft constitution and a document outlining all proposed changes entitled ‘List of draft changes to BCA’s Constitution 2023’, are available here:
The legal firm Baker and McKenzie, reviewed the draft documents and offer the following statement:
“We did not identify any proposed changes to the constitution that would cause BCA to no longer meet its legal requirements as a company, charity, public benevolent institution and deductible gift recipient.”
The board is seeking members’ views about the changes proposed. You are invited to attend BCA Inform on Tuesday 7th March 2023, where you can hear about and discuss these changes. Your questions are welcome either in advance or on the night. Please register for BCA Inform: https://events.humanitix.com/march-2023-bca-inform
Following consideration of all feedback received, a draft Constitution will be finalised and approved by the board, so it can be put to the members at a general meeting. At least 21 days’ notice of this meeting will be given to all members. A detailed explanatory memorandum will be mailed to all members along with the notice of meeting. At that time, the proposed draft Constitution and listed changes documents will be available on request in your preferred formats.
Please send your comments or questions to email@example.com or phone BCA on 1800 033 660.
About the Proposed Changes
The Australian Charities and Not-for-profit Commission (ACNC), the governing body for not-for-profit organisations like BCA, recommends that organisations regularly review their governance documents. Our constitution was last updated in 2017.
The board undertook the current review over the past two years. There are three broad reasons for the proposed changes.
First, mindful of BCA’s enduring mission and values, there are changes that ensure that the constitution accurately reflects the way we understand and talk about our purpose and activity. These ensure that our constitution is contemporary and relevant while remaining anchored in its original intent.
Second, there are changes because the Board decided to align our constitution with the recommended template constitution for a charitable purpose company limited by guarantee, published by ACNC. We want our constitution to reflect best governance practice, and meet the expectations of government and funding bodies. This is a one-off change and has resulted in a large number of amendments, many of which are minor as they simply re-order or shift provisions within the current constitution from one place to another or are stylistic in nature. Some are more significant, such as new additions relating to dispute resolution and disciplinary procedures.
Third, there are other stylistic changes that we have initiated so that our constitution reflects contemporary language use.
Details of the main changes proposed are listed in brief below.
- BCA’s purpose and activity
- update the statement of BCA’s charitable objects and purposes – modern and positive language to describe what we do and reflect our current strategic plan (clause 6)
- define blindness and vision impairment using functional rather than medical tests – that is, blind means having no or little usable sight and vision impairment looks at the impact vision has on the way a person undertakes daily activities (definitions clause 54)
- remove class A and class B organisational members from BCA’s categories of members – in practice our members are people not organisations (clause 10)
- simplify rules relating to branches and the NSW/ACT State Division (clause 15)
- recognise that general meetings and member forums or conventions may be held entirely virtually (clause 16)
- define the duties of directors (clause 30) and president (clause 33)
- limit the number of consecutive full terms a director can serve to 3, and 4 for a president (clause 34)
- Aligning with ACNC template
- insert headings to separate sections e.g., “Preliminary”, “Charitable purposes and powers” and “Members”.
- introduce dispute resolution including mediation for resolving disputes between and among members and BCA (clause 13) – this clause does not apply to disputes about service provision which will remain covered by BCA’s Service Charter and complaints policy
- introduce disciplinary procedures – the power for the board to warn, suspend or expel a member from BCA in very limited circumstances and following specific processes, which are intended to safeguard members’ rights (clause 14)
- remove the provision for the immediate past president to automatically become a member of the Board (clause 20 in the 2017 constitution) – while this may align our Board membership with other NFPs, we would seek input about other ways of ensuring continuity and a smooth handover process
- give members the right to dismiss a director (clause 30)