27 January 2011
ANDRA Constitutional amendments completed for next step.
Since the NCC Strategic Workshop in July 2010, progress with the change to a limited company structure has continued. The first step has been to amend the current ANDRA Constitution to permit voting by Full Members on the company change.
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ANDRA Strategic Planning Workshop (L to R): Neil Hendry (VIC/TAS), Tony Thornton (CEO), |
Among other things, a Special General Meeting to approve the changes is required by the South Australian Associations Incorporation Act, and the Office of Consumer and Business Affairs. The change must involve votes among all Full Members of ANDRA and because it probably will not be possible for all of those to attend a meeting in person, the current ANDRA Constitution has been amended, under the provisions of that document, to accommodate Proxy Voting. More on that later.
Malcolm Bulley is currently working with the National Control Council to develop a brand new company based constitution meeting the needs and strategies of ANDRA and the requirements of the Corporations Act 2001. Once the National Control Council is happy with the draft, the document will be posted on the ANDRA website and other information on the changes and the voting opportunities for ANDRA Full Members will be circulated.
Why is the change necessary? Since 1989, ANDRA has been incorporated as an association in South Australia. For many years that was appropriate but it now presents some limits on the ability of ANDRA to operate at the national level. The Australian Sports Commission prefers the limited company model for national sporting bodies and the new status will allow us to continue as a “not for profit” organisation while having a more formal presence in all States and Territories.
Will it increase member costs? There are some costs associated with making the change but these are generally “one-offs” and will not be passed on. The costs of operating the company after the change should not be much greater than they are now for the association base.
What will happen to the National Control Council/Divisional Council structure? A seven member Board will be created made up of the following;
- Three Division Directors, elected by the six Division Directors from among their current number as a first step. An Alternate will also be nominated. Divisional Elections and Divisional Council operations will remain as they are.
- Two Australian Drag Racing Promoters Association representatives, elected by the ADRPA. An alternate will also be nominated.
- Two independent directors appointed by the other five Board members, from outside applicants.
- The exact details of these processes are still being finalised. Nominees will have to comply with criteria set down by the company.
The Board will ensure multiple levels of member engagement and communication to ensure the future strategic direction of ANDRA continues to reflect the needs and aspirations of its members. Regular communication with members will be a crucial part of the process and more detail will be made available as it is ratified.
Will there be shareholders? No. People who join ANDRA will be members of the company. Because it will be “not for profit” funds cannot be distributed to members – just as our current association status requires.
What will the liability of members be? This will be a small amount noted in the constitution, which may be called upon if the company is wound up at any time with outstanding debts. The correct term is “Company Limited by Guarantee” and this amount is the guarantee.
Now we’ll move back to the current ANDRA Constitution. In general terms, the following changes have been made by the NCC, permitted under Clause 14 of the current document.
- Title changed to reflect September 2010 currency.
- Amendment in September 2010 noted.
- “…in Division elections…” deleted from Clause 5a). This change means Full Members will be able to vote on other matters.
- New Sections 6 and 7 inserted covering Annual General Meeting and Special General Meetings;
- An example has been provided for the Appointment of Proxy form.
A full version of the amended ANDRA Constitution is available HERE. A printed version may be requested from the ANDRA Office on 08 82715355.
The NCC has reaffirmed the core attributes of what ANDRA is and what it aspires to be, including member services and process excellence. The NCC addressed issues and hurdles which in their eyes restricted ANDRA from achieving the primary goal of being;
The most recognised and respected motorsport body in Australia.