1. GOVERNANCE A brief overview of the governance of sporting associations Communities, Sport and Recreation Tasmania

2. Presentation overview :  Governance  Boards  Board Members  Meetings  Constitutions  By-laws and policies  Communities, Sport and Recreation 2 GOVERNANCE

3. What is governance? Governance is the system by which your organisation is directed and managed Key elements of good governance: 1.Planning  Developing the strategic goals and objectives of the organisation. 2.Organisational performance  Monitoring the performance of the organisation to ensure the goals and objectives are achieved. 3.Board leadership  Ensuring that the board govern and act with the best interests of members and stakeholders in mind. 3 GOVERNANCE

4. Benefits of good governance:  Better organisation management  Improved communication  Direction for action and unified purpose across the organisation  Sustainability and growth  Stronger linkages with State/National Sporting Organisation and clubs/members  Increased membership through enhanced reputation  Increased capacity to apply for funding opportunities and to attract sponsors. 4 GOVERNANCE

5. Costs of poor governance:  Legal costs  ‘Time costs’ for the board  Organisation costs, including the possible split of a board or organisation  Lost opportunity costs, including sponsorship and funding opportunities  Poor sporting performance  Major disruption across all facets of the organisation. 5 GOVERNANCE

6. Common Problems:  Poor communication  Absence of transparency in organisation administration  Lack of appropriate planning or structures  Failure to follow the Constitution, by-laws and policies  Unclear or ambiguous guiding documents, Constitution, by-laws, policies and structures  Lack of leadership. 6 GOVERNANCE

7. 7 BOARDS Compliance rolesPerformance roles Provide accountability Strategy formulation Monitoring and supervising Policy making Past and present orientated Future orientated External role Internal role Approve and work with and through the CEO/Staff or Volunteers Board - The Role and Responsibilities Source: Robert I. Tricker, International Corporate Governance: Text Readings and Cases, New York: Prentice Hall, 1994, p.149

8. Board Management To operate most effectively, the board should:  Understand its roles and responsibilities, as individuals, board members, and as a board  Attract quality people and have a plan for how to do this  Retain quality people and ensure succession planning is undertaken  Meet regularly enough to perform its roles and responsibilities  Operate under a regularly reviewed Constitution that is up-to-date and does not impede the organisation from operating effectively. 8 BOARDS

9. Board Members The board should comprise people with an appropriate range of skills. Organisations should look to recruit people with specific skills wherever possible. Generally board members should:  Have the ability to think laterally  Possess good communication skills  Be financially literate  Be able to understand, relate to and communicate with stakeholders  Be ethical, honest and trustworthy  Be a team player 9 BOARD MEMBERS

10. Legal duties of Board Members As a board member you:  Owe certain duties to your organisation and its members by virtue of the position of trust you hold (fiduciary duty)  Are bound to exercise rights and powers in good faith and for the benefit of your organisation  Act for a proper purpose and exercise powers (under the Constitution) for the purposes for which they are given  Consider both short and long term interests  Act with a high level of care, skill and diligence. 10 BOARD MEMBERS

11. Expectations of Board Members As a board member you are expected to:  Take reasonable steps to monitor the activities of your organisation  Acquire a working knowledge of the business of your organisation  Remain informed of your organisation’s activities and assess the success or failure of these activities  Be familiar with your organisation’s financial position by regularly reviewing financial statements  Ask questions about the financial position or operations where necessary or prudent. 11 BOARD MEMBERS

12. Conflicts of interest Actions to protect yourself and the organisation from conflict of interest include:  Declare any actual or potential conflicts of interest  Put the organisation ahead of your own interests  Disclose any personal interests that may give rise to a conflict in a conflict register  Include declaration of conflicts as a standard agenda item at meetings  Manage conflicts as a Board when they arise  Keep information you obtained by being a board member confidential 12 BOARD MEMBERS

13. Code of Conduct  The board should adopt a code of conduct  This will define acceptable standards of personal behaviour and serve as a model for use through the whole organisation  The code should also address disclosing and managing conflicts of interest and confidentiality. 13 BOARDS

14. Effective meetings 14 MEETINGS Well organised meetings: Agenda Information / Board Papers Well facilitated by the chair inc. motions Effective discussion Exchange ideas Encourage/respect alternate views Make decisions Accurate minutes Post meeting documents

15. Sample Agenda Attendance/Apologies Conflict of Interest disclosures Confirmation of previous minutes Actions arising from previous minutes Items for decision Items for discussion Items for noting Communications/Media Next meeting Close 15 MEETINGS

16. Meeting Best Practice Setting the agenda – who, when and how? (GM vs BM) Minutes - include the facts and the outcomes / not verbatim Moving motions and voting – unanimous decision making practice Time lines before and after the meeting Different types of meetings Board AGM SGM / GM 16 MEETINGS

17. Best Practice 17 MEETINGS Prior to the meeting (papers) At the meeting (discussion) After approval (monitoring performance)

18. Constitutions The constitution is a set of rules legally required for the daily running of your organisation. It is a legal document that establishes the organisation, sets out its purpose, and includes the rules under which it operates. The constitution should be written in a clear, unambiguous and succinct manner. It should not be overburdened with items that would be better to detail in the organisation’s by-laws or policies. The rules in your constitution should relate to the administration of the organisation, and not the conduct of organisation activities. 18 CONSTITUTIONS

19. Constitutions Some key components of constitutions include:  Objects and Powers  Membership  Grievances  General Meetings (AGM and SGM/GM)  Voting  Board Composition  Directors  Public Officer  Committees  By-Laws  Indemnity  Winding Up 19 CONSTITUTIONS

20. Constitutions Communities, Sport and Recreation Tasmania has template constitutions available for club and state level sporting organisations. www.sportandrecreation.tas.gov.au Further information regarding Constitutions, along with relevant information regarding Incorporated Associations can be obtained from: The Department of Justice Consumer Affairs and Fair Trading www.consumer.tas.gov.au 1300 654 499 20 CONSTITUTIONS

21. By-laws and policies Many aspects of your organisation’s operations are more easily handled outside the formality of the Constitution. The development and implementation of by-laws and policies gives your organisation the framework to guide its day-to-day actions. By–laws generally expand on elements of the constitution whilst policies detail procedures and systems in regards to operations of the organisation Organisation by-laws and policies should be aligned with those of your state and/or national body. 21 BY-LAWS AND POLICIES

22. By-laws Examples of items that should be detailed within by-laws include:  Governance manual  Board Charter  Code of conduct for directors  Member protection / Grievance and Appeals  Position descriptions  Committee Terms of Reference  Membership 22 BY-LAWS AND POLICIES

23. Policies Examples of items that should be detailed within policies include:  Events  Workplace Health and Safety  Remuneration / reimbursement  Rules of competition  Inclusion  Awards  Team selection 23 BY-LAWS AND POLICIES

24. Communities, Sport and Recreation is available to provide advice regarding governance matters, and has the following resources to assist organisations:  Good Governance Toolkit  Good Governance Checklist  Template Constitutions  Strategic and Operational Planning Toolkit  Board Evaluation  Skills Audit Template  Risk Management Toolkit  Various information sheets  Client manager advice and support  Grants programs www.sportandrecreation.tas.gov.au 24 COMMUNITIES, SPORT AND RECREATION

25. Contact details Leigh Oswin Client Manager – Sport and Club Development 03 6777 2824 | 0400 522 653 Leigh.Oswin@dpac.tas.gov.au Silverdome, 55 Oakden Rd, Prospect General Enquiries: 1800 204 224 sportrec@dpac.tas.gov.au www.sportandrecreation.tas.gov.au 25 SPORT AND RECREATION TASMANIA