On the second of October our President and Treasurer attended a meeting at City Diggers about the new draft Constitution. A summary was provided to members at our General Meeting on the 3rd of October, and the summary was also included in our October mail out. The summary is included below, as well as the full transcript of the meeting prepared by Beau Byers.
RSL NSW Constitutional Update
President and Treasurer attended meeting on
2nd October at City Diggers
RSL NSW Attendance:
RSL NSW State President James Brown
James Wagner, Research Assistant at ANZAC House
Leighanne Myer, Law specialist writing constitution
Brian Slattery, State Council
Mick Bainbridge, State Council
Constitution
The new draft constitution is not close to being finalised, and more detail will be included in the next draft which will be delivered for consideration by the end of the month. It was purposely left as a scaffold so that the Sub Branches could be consulted to fill in the detail in accordance with the member’s wishes. The new constitution will comply with all laws and legislation, so some legal jargon needs to be included. It also must be completed correctly the first time, in the least amount of time as possible. The old Constitution is 716 pages and riddled with errors and inconsistencies from additions over the years. It does not comply with law. For members awareness, a panel of 30 Service Members from all over the state review every draft constitution, advise on changes and additions to State Branch before it is released as a draft to the rest of the State. This process will continue and many issues that Sub Branches and members are identifying have already been picked up by the panel. All feedback is welcome however, and members are encouraged to make individual submissions to State Branch through their Sub Branches to ensure that everything is covered and every member has a say.
Sub Branches must choose between two options, Model A or B:
Model A (suitable for larger Sub Branches)
Has a board of 3 Directors, and are fully responsible for all assets, deeds, property and funds. They will not have to submit budgets to State and the Directors are fully responsible for the running of the club. They will have their own constitution created with State Branch, one director is appointed along with one person from State Branch and any changes to their own constitution need both persons to be in agreeance. This prevents either party making unreasonable changes to their constitutions. A levy of approximately 5% will be paid to RSL NSW, and a further fee can be paid to enable RSL NSW to manage administration and compliance (audits etc).
Model B (previously called Chapter, suitable for small Sub Branches)
Have a committee (current structure) that run the Sub Branch and are focussed on commemorative activities and veterans welfare. All funds and property are held in trust by RSL NSW and they will manage all compliance. All of the Sub Branches funds are amalgamated into one investment fund for best rates, but a ledger will be kept to account for the funds separately. Sub Branches will submit a budget to State Branch and when approved these funds will be released to the Sub Branch. Credit cards will be utilised for emergency (Welfare) funds. A process will be created for Sub Branches to request extensions of their budgets for unforeseen circumstances or opportunities. State Branch are not after all of the money, but if Sub Branches cannot find the people to become Directors for a Model A Sub Branch then State Branch must be accountable.
One Member One Vote
When voting for Directors positions each Service Member/Life Member will have one vote each, which is a legal requirement. Affiliates will not have voting rights.
Membership Fees
The current capitation system costs more money to administer than it generates so will be discontinued. Future membership fees may be $0, with 3, 5 or 10 year memberships made available for simplification. Another option will be a small amount for Service Members and Affiliates (potentially $5), and currently serving members and life members $0. Details will be worked out under new draft constitutions.
Congress
Congress will be in Albury next year, possibly in October. This will enable RSL NSW to align its finances with the Financial Year and will ensure that RSL NSW have their financial figures to present to members, unlike previous years. Congress will then be shifted to Sydney in the future, as it is more central for all Sub Branches to get to. Voting at Congress will remain as a One Vote per Sub Branch system.
Affiliates
Affiliates are an important part of our league and their work contributes to the running of many Sub Branches. While they are appreciated, the RSL is an organisation for Serving members and their families. For this reason Affiliates are not going to have voting rights for either congress or Directors. We are an ex-service organisation and by our nature it is military service that defines us. It is no sign of disrespect to the affiliates that these changes are being made. Our uniqueness is our military link, and if affiliates were able to dominate in the future we would become the same as many other charity’s.
Day Clubs
Day clubs are no longer majority Defence Members or families, so will transition away from RSL and move to RSL Life Care. This will fit better with what Life Care can provide. It will still enable RSL NSW to contribute to our local communities, but remove the burden of administration and funding from Sub Branches.
Fundraising
A fundraising agreement has been met with WBI, and Sub Branches will be allowed to fundraise on their behalf for Remembrance Day. More detail will come out by the end of the month but this is a short term fix. The long term solution is for Sub Branches to fundraise directly for RSL NSW. All proceeds will be sent to State Branch, who will then return approximately 49% to Sub Branches for welfare. This process is the only legal way of doing it, and will also mean that Sub Branches do not have to account for every dollar spent by making sure it is used for the specified purpose of the fundraising activity. How this will work for smaller activities such as BBQ’s or raffles is yet to be determined.
District Representational Council
District Councils will be replaced a District Representational Council that will be made up of 11 district representatives. The representatives will be voted in by the district and will be given a budget from State for travel. 11 Districts are based on a new SES (State Emergency Service) zoning system. The new council will be able to trigger Special Congresses to deal with any major breaches by state council (75% majority trigger). The District Representational Council will also function to provide guidance and advice to State Branch to ensure that members wishes are taken into account during all decision making processes. Current districts will have 6 months to make any changes to the 11 zone proposal (to move borders to include Sub Branches that consider themselves from another district), and if no decision is made the default will be the SES Zones.
Conclusion
RSL NSW has been a strong force for veterans and their families for the last hundred years, and these changes will ensure that we continue for at least another hundred years. The success of RSL NSW is due to the volunteers, so thankyou. Most of the changes to the constitution are driven by changes in law and best practice over the last hundred years, and we must adapt to comply with the law or we will cease to exist. All funds and property held by RSL NSW or its Sub Branches is held in trust for the benefit and welfare of veterans and their families, we do not own it. For these reasons we must sort out our compliance, change our practices and continue providing for the veteran community.
Transcript
Bad year, damage to reputation and can transition to better times. Fundraising for Remembrance Day coming. Will be happening. ANZAC House moved to new location in city. Defencecare receives daily calls from veterans in danger, moving to new facilities provides better service. Members lounge available for all RSL NSW members.
Constitution – James Brown
Has not changed for 50 years, has been added onto to point where 716 pages, spelling mistakes, inconsistencies, cannot comply. Has not been updated to reflect changes in law for modern practice. Constitution changes should not effect day to day running that members would observe. Should cover three things:
- Tells us who we are and why we exist (mission)
- Who has power to make decisions
- How those decisions get made
Members input needed to reflect the experience of members.
Consitution – Leighanne
Constitution is a first draft to enable consultation with Sub Branches and members. It is a legal document, so must contain legal terms. Efforts are made to simplify language. Current executives and trustees have significant liability and personal burdens on them under current constitution. New constitution will rectify this. 30 person panel has met on three occasions and checked three draft constitutions to work out details. Further input is welcome.
Constitution – James Brown
Process to create new constitution is a very difficult and lengthy process because of variability between members and Sub Branches. We have to move on because of new legislation. Should fix it right now, do it properly so that our constitution will last for a long time.
Warilla – When will the second draft come out
James Brown – Aim to get next draft out by end of this month for beginning of November. What are main issues?
W – Sub Branches, wording of Sub Branch being included under new structures.
JB – No one wants the word chapter, it will be removed in next Draft.
W – Assets and money?
JB – Model A or B?
W – Model B as skills/money
JB – Model B will have top cover from RSL NSW, management of money and assets, local level will have budget and debit and credit card.
Kiama-Jamberoo
How will Model B work? RSL NSW have tried to give away SB assets, property, who will end up with asset ownership such as land or buildings under Model B?
JB – Important point. Trust is needed for league to work (trust up and down). Bergin report reduces trust in State Council, new constitution will include checks and balances to stop misconduct. Can guarantee that RSL NSW Directors will be called to NSW Parliament to account yearly, safeguards. Someone needs to be accountable for hall, currently scattered. If you want your name on the deed go Model A.
KJ – We are not sure if we even own the hall (community hall). Sub Branch may not have authority to give deed to State Branch. Members need clarification.
JB – 12 month interim period is in place for Sub Branches to work out their best option.
KJ – Around 200 Sub Branches will likely be Model B, the resourcing of RSL NSW to accomplish the management of Model B is not in place, risk exists that it may not work.
JB – Not an ideal situation, but doing nothing is not a viable alternative. It is not possible to lock down everything before new constitution is implemented. We could delay for another 12 months which may risk Sub Branches. Public support is waning and media interest exists to get the RSL back on its feet. A minimal constitution is not being completed, a full constitution is needed to get it right once and for all. We do not have the time to waste, members, committees and trustees are getting older.
Woonoona-Bulli
Model A, AGM in 2020 everything will change, Model A may be difficult to man volunteer’s to become directors. WB have $700,000, they don’t want to disappoint forebears by giving up their assets.
JB – Sub Branch success is due to volunteers in local areas, if you want to fully control everything then you have to find three directors. Governance requirements will not go away, who takes on responsibility?
WB – Grants through DVA or federal members are available, Clubs Ltd. had to sponsor grant application.
JB – State Branch is currently recruiting a Grants manager to assist Sub Branches by the end of the year.
Austinmer-Thirroul
Amalgamations are contentious issue. Small Sub Branch is positive towards Draft, control of funds, should use word manage. Sub Branch assistance fund is helping smaller Sub Branches (should be included in Draft), fear about level of control over Model B. A single budget and payment would not work if extra funding needed.
JB – State Branch does not want Sub Branches money and property for nefarious purposes. A cross SB subsidy fund will need to be worked out.
Warilla
W – Under current constitution, give assistance to overseas police veterans, why has this changed?
JB – Will be included in service membership.
W – Life members?
JB – National not keeping membership records for anyone. Fix is a MOU with RSL National.
JB – Next years Congress will be in Albury, likely in October so that RSL NSW fits into a financial calendar, which is to sort out yearly audits aligned with Financal year.
W – Is it 8, 9 or 10 people for Board of Directors?
JB – No more than 10. There will be 2 independents for safety.
Dapto-Port Kembla
One vote, one member, affiliates will not have any votes at congress
JB – Affiliates are great and keep some sub branches going. Only Sub Branch members will have full votes because we are an ex-service organisation and by our nature it is military service that defines us. In the future it could lead to dominance of Affiliates and we become another charity. It is no sign of disrespect. Our uniqueness is our military service link.
Woonoona-Bulli
Conflict of interests will exist when Sub Branches become Directors if they are directors of the club.
JB – It is a complex issue that will result in conflicts of interest. RSL NSW consulting with Clubs Ltd. to work on a solution.
Corrimal
Conflict of interests may be solved by giving up memorial club memberships.
Albion Park RSL – Robyn Hanckel
Small Sub Branch, we don’t want state to take our money, if we go Option B what happens to our money, how will the money be managed, will we receive the interest?
A lot of people that go Option B, does State Branch have a budget to take care of the Sub Branch budgets.
JB – Can’t budget till State know that amount of Option B Sub Branches. It will be a two yearly process requiring 20-30 additional staff to manage Sub Branch governance. RSL NSW is not a bank, we are a charity and the money is not owned by members, we hold our money on trust for veterans and their families.
Principle of Model B funds – Not all of invested moneys will be returned to Sub Branch. A better investment rate will come out of combining funds. Pooled money into wholesale fund, less risk. Sub Branches will have the choice, to allow them to. Option B will allow smaller sub branches to focus on commemorative and social activities.
W – Are we wasting our time and money fundraising for wastage at State level?
JB – RSL NSW trusts Sub Branches. Temporary fix is using RSL NSW charity number, all funds will be banked to RSL NSW. Approximately half will be returned to Sub Branches.
W – Membership subsidies?
JB – Not allowed because they are not fair, Sub Branch dependant (financially). It is illegal because individual people cannot profit from a charity. One member one vote means that preference could be given for money. Capitation fees are an old system, it is not sustainable, does not fund anything useful. Some suggest $0 fee. Can utilise welfare to cover legitimate subsidy of membership fees. We need to ensure that future dominance by certain people does not happen.
DPK – Who will do the tax returns for day clubs?
JB – Day clubs are important, but day club members are not majority Defence members. The solution is transition them to RSL Life Care, away from RSL NSW. We want to look after the community, but veterans are RSL’s focus.
JB – District Councils will be replaced by District Representative Council, will enable Districts to give formal recommendations to State Board. Regional council can trigger Special Congress to deal with major issues (75% majority trigger). 10 to 12 people is a good number to make decisions and make meetings easier to organise. Based of new SES zoning. Current districts have 6 months to work out any variations to default SES zoning. Each zone will elect a representative onto District Rep Council. Regional representatives will have a travel budget
JB – We can set membership length to what we want, 3, 5 10 years. Utilise online reveille, online application forms.
Woonoona-Bulli – how will Model A constitutions work
JB – Model A will have a sub branch constitution, board of directors appointed and accountable, one corporate member is elected and one ANZAC house person is appointed. Ensures that changes to the constitution must be agreed upon by both parties.
WB – How will Auxilliaries work?
JB – Governance structures currently don’t work. Suggestion is to have “Model A” or “Model B” auxiliaries, similar to Sub Branch structures.
WB – Fundraising why can’t auxiliaries fundraise?
JB – They are not legal members of the league. Poppy appeal for example is run in NSW by WBI under licence. Every dollar raised has to be used for the purposes of all of their aims and objectives. RSL WBI gives permission for RSL NSW to raise funds on their behalf for a 51% return. Frees us to have 49% to spend on RSL NSW Objectives and Aims, not WBI or RSL VIC.
Leighanne Myer
Only WBI Fund has its charitable fundraising licence, so the only way RSL NSW can raise funds in the short-term is to follow this path.
Long-term will be to raise all funds and send to WBI, and will receive funds back as a fee for fundraising, which means that funds to not need to be personally accounted for. Waiting for approval from fair trading.
Financial levy – is it %
JB – Model A will be a % of income, you will pay a “franchise fee”, with extra for accounting fee if you want RSL NSW to administer (rough figure 5%).
Very important session, general feeling is that the constitution is not completely there. More detail will improve trust in new Constitution. Membership problems will be addressed, along with RSL National membership. Thankyou for the time put in by volunteers, lets set it up for another hundred years.
Mick Bainbridge
Any problems, notify State or District by email.