Special General Meeting - DBV Constitution Update

Compared to many sporting organisations dragon boating is still relatively young and in some areas does not have the degree of professionalism that is now demanded of peak sporting bodies. The current constitution is based on the model rules found within the Incorporated Associations Act, and the legal advice is that whilst these provide a good template for individual clubs these are not adequate for the governance needs of a state sporting organisation. The Board had already retained lawyers to review the current constitution, and following its completion it was thought in the interests of efficiency, the updated constitution could also be presented at this meeting.  

The Australian Tax Office now requires all organisations to have processes in place regarding winding up arrangements. As this has to be included in the constitution by 31 October, the Board has called this Special General Meeting of members to implement this. This is now one of the clauses in the draft constitution. 

The Directors reviewed the constitutions of all Australian State and National Dragon Boat Associations, plus several other sports to get some background, and sought professional legal advice. For example, whilst the Directors felt the new NSW constitution was very good, and in fact we retained the same law firm to conduct our review, they advised us that because of differences in state legislation we were unable to copy that constitution in its entirety. Some elements that were missing in the NSW constitution, such as no mention of the cultural origins of the sport were added, as the Victorian board members feel this is an important part of the sport.  

Some members have also commented on the “legal tone” of the documentbut a constitution is a legal document and the lawyers have written it as such. However, we have tried to make it as user friendly as possible by setting out each section clearly and having all relevant information under one heading. More specific clarity is provided below. 

Definitions.  

CEO. The current constitution refers to a CEO without much definition as to how a CEO might be appointed or what their responsibilities are. In fact  former CEO Craig used to refer to himself as the DBV CEO and sign emails as such. The draft constitution (clause 22) clearly says the Directors MAY appoint a CEO and that the CEOs powers are under the control of the Board and that the Board can also suspend or remove the CEO. This clause is looking to the future when it might be desirable to appoint a CEO but also ensures that the Board retains control of the CEOs actions. But there is no requirement for the Board to appoint a CEO now or in the future. It just provides an option. The NSW constitution has a similar clause stating the Board can appoint a CEO or if they don’tthe Board assumes the functions of a CEO. This is a standard inclusion in modern constitutions.  

Most of the other definitions are standard in modern constitutions but please ask for an explanation if there’s something you don’t understand or have concerns regarding its inclusion. Landers and Rogers (the Lawyers) are very helpful in clarifying the reasons behind what has been written.  

Categories of members.  

This has been simplified and clarified. The current constitution is contradictory in places about the categories of members and the rights they hold.Bearing in mind that Victoria has fewer members and fewer clubs than a state like NSW, the Victorian draft constitution has tried to address the possibility of power imbalances between large clubs and smaller clubs, and regional and metro interests.  

The draft constitution gives each club regardless of member numbers one vote through a club delegate. This gives smaller clubs equal representation in making important decisions.  

Currently each individual member has one vote. Whilst this seems democratic it also creates some administrative complexities that reduce clubs'options. An example of this is found in the current constitution which requires 10% of eligible voters to agree to call a Special General meeting if the members wanted one. With current membership numbers of about 1300 this means that 130 individuals would have to put a request for a SGM in writing. Obviously, this is a complicated process for the members. The draft constitution only requires that the greater of either 10 voting members (ie club delegates) or one third of voting members can request a SGM. This was based on legal advice with current club membership of 28 clubs and allowing for potential increases in club numbers. The NSW constitution states 10% but this is based on a larger number of clubs. If this was followed in Victoria it would mean that only 3 clubs would need to agree to call a SGM. Statistically this seems inequitable, but the Board would be interested in feedback from clubs. The numbers can be adjusted.  

In addressing the removal of an individuals right to vote, the draft constitution does state in clause 8.13(h) that the delegate will vote in line with instructions given by their club members. Currently the existing constitution doesn’t provide any information as to how club delegates use their vote. Potentially it could be based on their decision without consultation with their members. 

The draft DBV constitution also allows a club to nominate an alternate delegate (unlike the NSW constitution) to act on behalf of the club if the primary delegate is unavailable.  

The draft constitution also removes the chairpersons right to have a casting vote. Again this is in line withcurrent governance recommendations. If a decision is that close it is unfair for a single individual to be able to make the decision.   

We have also had feedback regarding the requirement for clubs to be incorporated. Again this is based on legal advice that incorporation protects both individual club committee members and DBV from individual legal liabilities by making the club the legal entity. All Victorian clubs are either incorporated in their own right, or are covered by being part of a larger incorporated body. So all Victorian clubs are currently compliant and have all the usual rights currently afforded to clubs.  

There has also been feedback about clause 8.5(d). This clause asks clubs to advise DBV if they are having SERIOUS financial or administrative problems. It then states that in this circumstance DBV can help the club by taking over the administrative functionsitself, or can appoint an administrator. This clause needs to be there to allow the winding up of a club that has ceased functioning as a club. The clause also states that the Assocation (DBV) is not obliged to act under the clause.  

Cessation of membership is another clause inserted by Landers which some people have said is confusing but basically states all the usual reasons for an individual no longer being a member, but also asks in 9.2 that if a Voting Member (which in the new constitution is a club) wants to resign ie leave DBV it needs to be with the agreement of the clubs members obtained through voting at a club SGM.   

Some clauses such as Grievances and Discipline of members have been updated to include detailed Dispute Resolution and Appeals processes as mandated by Consumer Affairs Victoria in December 2023. Inclusion of this is compulsory.  

Timeframesfor general meetings, nominations etc have been updated as required by the Act to ensure directors adhere to legislation.   

Processes such as nominating for Directors positions have been clarified and ensure members understand how to do this. It also sets out the process for identifying members with the skills required of directors.  

Voting procedures have been clarified in line with contemporary practice.  

A quorum for a General meeting is currently 5 club representatives. The draft constitution increases this to 10 or one third to ensure a wider representation of clubs in decision making processes. NSW requires a quorum of 50% of clubs which is a greater total number again.  

The draft constitution clarifies the procedures for conducting virtual meetings using technology and alsopermits electronic voting. The existing constitution, while it allows meetings using technology, still refers to voting via a show of hands with no capacity to allow voting electronically. There is no reference to voting at a general meeting to be by secret ballot. Although a poll may be requested by 3 or more members and must be held before the end of the meeting. But this can be just another show of hands. Obviously trying to count votes by show of hands at a zoom meeting is a very laborious task and hard to keep accuratebut currently that’s what is allowed in the current constitution (clause 40.1).  

Similarly the current constitution clearly specifies the process for conducting the election of board members under clause 53. This states that the election must be by secret ballot and sets out that votes must be written on a piece of paper. Which means that strictly speaking the AGM should be attended to in person by members so they can vote using the process outlined in the constitution. This disenfranchises many members especially regional ones.  

The draft constitution would allow virtual attendance andelectronic voting. Electronic voting can be done in a manner which facilitates a secret ballot.  

The draft constitution asks for clubs to submit copies of their accounts and other documents. The Board thanks members for pointing this out and agrees that this is over reach and intends to delete this clause. This just slipped past the Board when we reviewed what Landers presented. Clubs currently have to send copies of their financial statements to CAV and this is sufficient.  

A lot of the inclusions in the draft constitution are to bring it into line with current practice, to comply with legislation, and to ensure good governance. We understand that members worry about change and may interpret parts of the draft constitution as the Board “wanting to be in charge”.Buta Boards responsibility is to govern and it needs a clear, comprehensiveand legally compliant document to guide it.  

Some clauses which have been queried such as the capacity to refuse membership to an individual are common in most organisations andmust be without needing to give a reason, to protect against the possibility of being sued for discrimination. This is a clause which most organisations would not want to use but it is prudent to have it for the protection of the whole membership.  

Ultimately the best way for any organisation to operate is within a culture of trust and collaboration. Constitutions are part of the framework that ensures processes are clear and equitable and decisions are financially responsible and legally compliant.   

The current Board have put in a huge amount of time, energy and expertiseacross multiple areas of governance. Some of this is visible to members in areas such as improved frequency and clarity of information via newsletters, WhatsApp posts and the News tab on the website, or the delivery of a more organised approach to supporting the State teams process. Other improvements are well under way in areas such as a more efficient and professional delivery of regattas and other events, and exploring opportunities to increase the public profile of dragon boating and gain members from different demographics, and working on increasing funding opportunities. However, there is a lot of work which is invisible to members but has alerted the current Board of the urgent need to update many of our current practices, and forDBV and its member clubs to become compliant with various legislative and financial requirements. These include things such as ensuring relevant personnel have their WWCC, registering all participants through RevSportto ensure that have insurance coverage, and completing safety checklists before conducting activities.  

It is unfortunate that these processes add extra time and work to already busy club committees but we can no longer operate in the way we used to. These requirements also add to the responsibilities and workload of the Directors, butDBV is the peak sporting organisation for dragon boat racing in this state and mustoperateas an up-to-date professional organisation.  

We hope that this has provided an explanation for the need for a new constitution and answered your questions. Please contact any of the directors if you have more questions or comments. We need a constitution that will guide DBV not only now but into the future and it’s important that the members understand it and support the final document.  

We are also trying to arrange for a representative from Landers and Rogers to attend the meting to answer any other questions. However, this has not been confirmed so in the interim please email any questions and we can forward them to Landers.  

As stated above, because we have received quite a lot of feedbackclose to the closing date for registrations to attend the SGM, and we realise the importance of members views being heard, the closing date has been extended to allow more interested members to attend. 

With thanks.
Heather Watts, Jacqui Hillas, Tricia Lewis, Caroline Mulcahy, Steve Arrowsmith.