Dear members of the Gippsland Grammar Community,
This week at the School Association’s Annual General Meeting, Mrs Kate Young presented some proposed changes to the School’s constitution. Mrs Young presented this on behalf of the Board of Directors as part of an ongoing process to update and modernise the School’s current Memorandum and Articles of Association to reflect best practice governance procedures.
In September 2018, Colin Biggers & Paisley Lawyers (CBP) were engaged to review the current Articles of Association and Memorandum of Association of Gippsland Grammar. This review identified the Memorandum and Articles were out of date in a number of respects. For example, they referred to legislation that no longer exists and they do not reflect contemporary standards with regard to a number of operational board and Members matters.
Therefore, CBP recommended the Memorandum and Articles be replaced by a modern Constitution that complies with current laws. The draft Constitution was then developed over a period of months and was presented to the Board of Gippsland Grammar by Andrew Komesaroff (a corporate partner of CBP) at a meeting in February 2019.
The proposed Constitution was presented for the annual general meeting on 23 April 2019. Following the presentation, it is then proposed that an extraordinary general meeting be called in Term 2 for the adoption of the new Constitution.
The summary below outlines the main features of the Constitution and identifies the main areas where there have been departures from the Memorandum and Articles:
1. Objects of the School
The objects of the school contained in the Memorandum of Association do not accurately reflect the current objects. Therefore clause 3 of the Constitution has been redrafted as follows:
"The objects for which the School is established are to provide holistic coeducational education to children consistent with the principles of the Anglican Church of Australia".
2. Payment of fees to Directors and Members
Clause 5.3 is a new provision to provide that payment of fees to Directors or Members as remuneration for their service as Directors or Members is prohibited, but the Board may resolve that the Chair should be paid a reasonable, modest and appropriate amount in recognition of the performance of the role as Chair. Any such amount must be declared annually to the Members.
Clause 6 of the Constitution contains some new provisions relating to membership:
- parents or guardians of a child attending the School who are the signatories of the enrolment documentation for that child are eligible for membership;
- Life Members may be appointed as Members, Life Members being people who in the Board's opinion have made an exceptional contribution to the advancement and wellbeing of the School; and
- teaching staff of the School remain eligible for membership but the numbers who may be appointed as Members is reduced from 10 to 6.
4. Cessation of Membership
Clause 7 contains a number of additional events which would cause the cessation of membership of an individual; namely:
- The individual is a parent or guardian of a child who ceases to attend the School;
- The individual who is employed by the School ceases to be employed by the School;
- The individual ceases to be a Director;
- The individual resigns by notice to the School;
- The individual becomes bankrupt; or
- The individual is expelled from membership
5. Disciplinary proceedings
Clause 7.3 provides a process by which the membership of an individual may cease if the Board is satisfied that there are grounds to take action against a Member. Generally speaking, this process involves the formation of a disciplinary sub-committee which must provide the affected individual the right to be heard prior to the disciplinary sub-committee deciding to take further action such as reprimanding the Member, suspending the membership rights of the Member or recommending to the Board that it passes a special resolution to expel the Member.
6. General Meetings
Clause 8 has been included to set out processes and procedures with respect to the convening of meetings of the School, the provision of notice for such meetings and the procedure relating to the cancellation or postponement of meetings.
7. Quorum for Meetings of Members
Clause 9.4(a) provides that 25 Members of the School present in person or by proxy are a quorum at a General Meeting. This clause replaces a more complicated clause in the Articles of Association which provides that the number of Members needed for a quorum is related to the number of Members of the School.
8. Electronic Meetings
Clause 9.14 has been included to provide that meetings of Members can be held by electronic means.
9. The Board
Some changes have been made with regard to the composition of the Board. The main changes are as follows:
- The Board is to consist of up to 10 individuals (reduced from the current size of between 10 and 15);
- of the 10 Board Members, 4 are to be nominated by the Board, 4 are to be nominees of the Diocese and 2 are to be nominees of the Members.
- A new provision deals with the transition from the current Board to the new Board. For starting purposes, the Board members after the adoption of the new Constitution shall be those 4 individuals on the current Board who have been on the Board for the longest time and who wish to remain on the Board. Those 4 people will then organise for the additional Board members to be appointed.
10. Vacation of office of Director
Clause 11 contains additional provisions dealing with the circumstances in which the office of a Director is vacated.
11. Responsibility of Board
Clause 12.1(a) has been included to make the Board's role clear; namely, to develop strategies and policies for the School and the monitoring and supervising of its activities in a framework of accountability. However, it is the role of the Principal and not the Board to manage the operational aspects of the School.
12. Additional provisions relating to Directors
A number of new clauses have been included that concern the Directors' relationship with the Board, disclosure of interests by Directors and matters for which the Director may be engaged by the school (for example, for the provision of professional services).
13. Circular Resolutions
Clause 13.8 has been included to provide that resolutions of the Board can be passed by a circular resolution that is supported by a majority of the Directors.
14. Communication by the Board with the School community
Clause 14.1 has been included to provide for the issue by the Chair of regular reports to the School community on the Board's activities, as far as this can be reported having regard to Board confidentiality.
15. Terms and Conditions of Principal's appointment
Clause 16.2 has been included to outline the main aspects of the contract under which the Principal is appointed.
16. Indemnities and Insurance
Clauses 25 and 26 have been included to reflect that the School is able to indemnify Directors subject to the law and to the extent permitted by law, the School may take out Directors and Officers insurance.
17. Deductible Gift Recipient Status
Clause 28 has been included to enable the School to seek endorsement as a deductible gift recipient under income tax legislation.