COVID-Proof constitutions

Advice on adapting an Incorporated Society (club) rules to help you meet your legal obligations and club processes using online methods when you can’t get together in person.

By Dan Clearwater and Phil Glasson

The 2020 COVID-19 level 4 lockdown coincided with a number of clubs’ AGM dates, causing headaches whilst waiting for in-person meetings. The pandemic has normalised so many more aspects of conducting tasks online than ever before. This ought to encourage clubs to consider amending their rules to allow the flexibility for their meetings and business to be conducted electronically.  

 

Do you actually need an AGM?

No. The present law (Incorporated Societies Act 1908) does not require an AGM as part of the minimum requirements for a club.  It only requires that the Rules state how General Meetings will be called. So clubs are not obliged to invite all members into the decision making process: representative committees can legally suffice for all decisions if your rules say so. 

 

Online meetings – fast and slow

Most matters of agenda are refined by the committee beforehand, and the meeting simply formalises the recommendation with a vote. Such matters can be dealt with by seeking feedback and conducting voting by email over a set period of time.

For contentious issues, real-time meetings via video call might be required, and a very strict and competent chairperson to allow the meeting to function. 

 

Voting

If you want to allow electronic meetings, it’s worth considering: 

  • How would you define the equivalent of a quorum. (perhaps a minimum % of the total membership participating in the vote or present on the video call)
  • What % of the votes in favour would determine that the motion is passed.
  • The time frame allowed for voting.

 

Definitions for electronic procedures

You can save unnecessary wording in your Rules by having good definitions. There’s a plethora of electronic communication tools; think carefully about your definition of which are acceptable. For example:

“In writing” includes: email, and a person’s name typed as a signature in an email will be accepted as their written signature.  

Email, despite its shortcomings, has stood the test of time as the ubiquitous electronic communication. Other formats are less formal, and often come and go. 

“Notice” includes: notice posted to the last known address of the member or by email to the last known email address of a member, by publication in any local newspaper or on the club website or by [any other electronic means].

Some clubs use platforms such as Facebook for general communication instead of email, so that might be appropriate as a formal method. Whatever you decide, try to ensure that you are not disadvantaging members who may not use a particular platform.

 

Online banking

Cheques are being phased out, so if you haven’t already, get your club set up with online banking. Many will provide free or discounted rates for Non profit organisations, and the ones worth dealing with will assist you in setting up the system. For a reasonable sized club spending a few hundred dollars a year on an accounting software such as Xero (which links directly to your account) will make the treasurer’s job much easier.  Take a look at the Finance category here on Wilderlife for more helpful advice. 

 

Dispute procedures:

Whilst you are amending the rules, you may consider including a disputes procedure, as the Incorporated Societies Act 1908 is being amended to likely include this requirement.

Rules will need to cover how to resolve disputes:

  1. Between two members
  2. Between a member and an officer (or the committee)
  3. Between two members of the committee

Your procedures will need to adhere to some principles of natural justice:

  1. A party involved cannot be both  judge and jury.  So while a club committee might have the power to rule on a dispute between two members not on the committee a club committee ought not sit in judgement on a dispute between a club member and the committee.
  2. The people concerned have the right to be told of the reasons for the dispute, have the relevant material made available to them and be allowed to submit their point of view.

And should also cover:

  1. How the committee is formed 
  2. What time frames for notifying people, holding meetings, reaching a decision are reasonable 
  3. Should there be a right of appeal to a decision on a dispute and if so how would this work.

A possible approach is to set up a disputes committee, keep it small. An odd number so it can’t be a tied vote, let each side nominate one person and have a Chair who is “neutral” .  A long standing Club Member who is not on the committee, respected by the club could be suitable as a Chair.  No appeal to this committee’s decision  and so the decision is final.  

Thanks to Phil Glasson and Dan Clearwater for collating this resource.  If you have advice to give on this or any other topic in the Outdoor Community resource, please contact us

Last updated: 5 November 2020

Wilderlife