Governance Charter

 

Introduction

Woolamai Beach Surf Life Saving Club Incorporated (the Club) is a charitable community service- based institution.

The purpose of the Club is outlined in its Constitution, its primary purpose being the preservation of life in the aquatic environment.

All members of the Club are bound to act in accordance with the Constitution and By Laws which form a more detailed outline and set of guidelines for how the Constitution is implemented.

All members are bound to act in accordance with the Club’s Code of conduct.

Our Code of conduct has been formalised to ensure the safety, wellbeing and enjoyment of all members.  It formally advises our members, and parents of our junior members, of the required behaviour which forms a condition of membership.

The Board of Directors (the Board) of the Woolamai Beach Surf Life Saving Club recognises the importance of good governance in achieving its objectives, and in discharging its responsibilities to its members and wider stakeholders in executing its role.

This Charter sets out the main principles adopted by Woolamai Beach Surf Life Saving Club and its Board in order to develop, implement and maintain a culture and standard of good corporate governance.

The Board is committed to ensuring that principles of good governance are implemented openly and with integrity, pursuing the true spirit of good corporate governance, commensurate with the organisation’s needs.

What Commonwealth and State laws is the Club and its Board bound by?

The Club incorporated association and registered under the Associations Incorporation Reform Act 2012 (Vic). The Directors duties are outlined in the that Act and the common law as trustees.

The Club as an Incorporated association is regulated by Consumer Affairs Victoria.

in addition as a charity, the Club must adhere to the provisions of Australian Charities and Not-for- Profits Commission Act 2012 (Cth) and the Charities Act 1978 (Vic).

The Club has tax deductibility status for donations to it as well as income tax exemption and GST charity concessions as such must comply with the relevant tax laws to maintain this status.

The club must comply with all relevant Commonwealth and State laws.

The Board structure

The governance structure of Woolamai Beach Surf Life Saving Club consists of a Board of Directors.  The composition of the Board is made up of a President, Director of Administration and Finance (Club Secretary) and a minimum of four general directors. The exact number of general directors is determined at each AGM for the next year.

The Board is supported in its functions by administrative officers, specialist advisers, sub-committees and members. The Constitution provides for a Development Fund Board.

What the Board does

The Board is responsible for the Club’s governance, for setting the Club’s strategic direction, goals and priorities, and for approving policies, strategies and budgets that reflect the Club’s objectives, and how they are to be achieved.

Governing style

The Board is a collective decision-making body whose duty is to act in the best interests of the Club as a whole in relation to:

  • Strategy and policy which shall be advantageous to the interests of the Club as a whole

  • Anticipating and planning for change

  • Objectivity

  • Consultation and collaboration with stakeholders

  • Strategic leadership

  • Clear distinction and differentiation of its role and that of management

  • Collective rather than individual decision making

  • Determining the future direction of the Club

  • Being proactive rather than reactive

  • Recognising the expertise and know-how of the members in their respective disciplines

Board of Directors Code of Ethics

Meetings

The conduct of meetings is outlined in the Constitution.

Decisions can only be made by the Board of Directors in accordance with its constitutional authority. This requires that a majority vote be obtained at a properly convened meeting of the Board or that the decision be made pursuant to a power of delegation granted by the Board.

There is a clear duty on Directors to attend meetings regularly and to vote on all matters coming before a meeting for consideration.

Preparing for Meetings

The degree to which a Director is prepared for a meeting is perhaps the single most important factor in ensuring meetings are effective and achieve results with a minimum of time waster.

It is an expectation that Directors will have read pre-circulated decision papers and reports of other Directors prior to the Board meeting.

Meetings to be inclusive

Directors should ensure that meetings are a positive, safe and supportive environment.  Everyone should be part of an open and respectful exchange of ideas and value what is shared.

Form of Meetings

In accordance with the Constitution, meetings of directors may be conducted in person or by an electronic means that allows directors of clearly and simultaneously communicate with each other.

Quorum

In accordance with the Constitution, at meetings of the Board the number of Directors whose presence to constitute a quorum is a majority of the Directors. 

Chair

The President is the chairperson of all meetings of the Board.  If the President is absent, then a Vice President is to chair the meeting. If neither the President nor a Vice President is present the remaining Directors shall elect a chairperson.

Acknowledgement of Country

All meetings of the Board should commence with an appropriate acknowledgement of the Traditional Owners of the lands upon which we meet.

Determinations of the Board

In accordance with the Constitution, determinations of the Board shall be decided by a majority of votes.

Votes shall be cast by a show of hands unless a poll called by either the chair of the meeting or a simple majority of directors.

A determination of a majority of Directors present at the meeting shall be deemed a determination of the Board.

All Directors shall have one vote on any question.

The chairperson may exercise a casting vote where voting is equal.

Resolutions not in meeting

In accordance with the Constitution, a resolution in writing, signed or assented to by letter, email or other form of visible or other electronic communication by all the Directors shall be as valid and effectual as if it had been passed at a meeting of Directors duly convened and held. Any such resolution may consist of several documents in like form each signed by one or more of the Directors. Such resolutions as signed shall amount to a minute of meeting of the Directors.

Minutes

In accordance with the Constitution, the Board must ensure that minutes are taken and kept of each Board and Board sub-committee meeting.

The minutes must record the following:

  • The names of the members in attendance at the meeting;

  • The business considered at the meeting;

  • Any resolution on which a vote is taken and the result of the vote;

  • Any material personal interest disclosed

  • Minutes of the Board Meetings will be available electronically within 7 days of the meeting.

Meetings Schedule

In accordance with the Constitution, the Board is required to meet as often is deemed necessary in every calendar year for the despatch of business.

Conflict of interest

In accordance with the Constitution, a Director shall declare his or her interest in any contractual, selection, disciplinary or other matter in which a conflict of interest arises or may arise, and shall absent him or herself from discussions of such matter and shall not be entitled to vote in respect of such matter.

Decisions and the need for unity

It is not expected that there will be consensus amongst all Directors on all issues. It is important to emphasise that teamwork and harmony do not exclude diversity and difference of opinion; indeed, on important issues alternative and challenging views are important.

However, Directors need to ensure they raise any concern in meetings. When the debate is over and when as large a consensus as possible has been reached, all Directors must accept that the Board has made a decision and if they choose to remain as part of the Board, they must accept a duty of loyalty and confidentiality.

All Directors, whether for or against a particular decision, need to become advocates for the final Board decision.

If a Director understands his or her duty is to the Club as a whole, there can be no justification for breaching Board confidentiality or showing public disloyalty while remaining a member of the Board. In such cases resignation is the only option.

Constitution prevails

This document contains extracts from the Club’s Constitution. Where there is any inconsistency between content of this document and the Constitution, the Constitution prevails.

Updated: September 2022

 
Governance