1. Members’ Forum November 2015

2. Presenters Coral Robinson (TWSA Board and TWS Inc Committee of Management) Melissa McQuillan (TWSA Board) Brigitte Smith (TWS Inc Committee of Management) Peter Follett (TWSA Board)

3. Governance Structure and Constitution

4. Mel will take us into the general background of the governance changes Presenter

5. Purpose We are here to outline governance changes being put to Members at the TWS Inc Special General Meeting on 26th November and to discuss these changes with you, our Members.

6. We are proposing: 1. to transfer the legal registration of the Wilderness Society Inc. from an incorporated association to a public company limited by guarantee, The Wilderness Society Ltd, and 2. in order to do so, adopt a new constitution that supports this change and provides for The Wilderness Society Ltd to undertake the federation role of The Wilderness Society Australia. Governance Changes

7. Since the 1970’s, the Wilderness Society has evolved from a small, grassroots organisation to a large national environmental movement. Over time this has resulted in a complicated legal organisational structure of: seven regional organisations - Campaign Centres; a national organisation – The Wilderness Society Inc; and an overarching federation – The Wilderness Society Australia. Background

8. Each organisation is working toward the same Purpose “Protecting promoting and restoring wilderness and natural processes across Australia for the survival and ongoing evolution of life on earth” Each organisation is a separate legal entity with its own governing body Background …. contd

9. For the past three years, all of the Wilderness Society organisations have worked together with an independent governance group to determine how best to organise ourselves to achieve our Purpose. The next stage of this process is: to establish The Wilderness Society Inc. as a public company limited by guarantee; and transfer the operations of The Wilderness Society Australia into The Wilderness Society Ltd. What are the changes?

10. To create a more robust structure for The Wilderness Society Inc with stronger legal checks and balances. To strengthen the role of the governing body by making it more accountable to members, and As a priority to reduce the number of organisations from 9 to 8 by merging two TWS organisations (Inc and Australia) both with national roles Why change?

11. The separate state and territory incorporated associations legislation was established for small, community-based groups with limited resources. With the help and support of tens of thousands of Australians like you, we have become a much larger organisation and registration as a public company limited by guarantee is more appropriate. Why a public company limited by guarantee?

12. In the public company structure: ● Members have more extensive and clearer rights. ● Directors have more extensive and clearer obligations. ● The related laws are clearer than those for an incorporated association, and a public company limited by guarantee is tailored to Not-For-Profit organisations. Why a public company limited by guarantee?

13. Coral will provide more detail about the constitution Presenter

14. T he Governing Body Initially, when the change is registered by ASIC, members of the governing bodies of The Wilderness Society Inc and The Wilderness Society Australia will form the Board. As a succession plan, this Board will transition over the next three annual general meetings to its final composition. What are key elements of the proposed constitution?

15. The Board Will be comprised of a minimum of four and a maximum of nine directors, up to seven of those directors elected by members, and up to two appointed by the board as needed. Appointed directors will add any skills that are required, if those skills are not available from the elected directors. Elected and appointed director terms are 3 years with a maximum of 2 consecutive terms. What are key elements of the proposed constitution? … contd

16. The Board will represent the diversity of Australia’s states and territories: The constitution outlines that at least four of six identified regions are to be represented. With no more than two elected directors from any one region. What are key elements of the proposed constitution? … contd

17. To promote good governance practices: neither members of staff, nor (after the initial transition) members of the governing bodies of the Campaign Centres will be eligible to nominate as a director. What are key elements of the proposed constitution? … contd

18. To maintain our organisational independence, and reduce the potential for conflicts of interest: elected members of local, state, and federal government; as well as members of political parties, will not be eligible for nomination to the Board. What are key elements of the proposed constitution? … contd

19. After the change: The federation and the national organisation will no longer be separate organisations. The national organisation will take on the responsibility of managing the federation. Campaign Centres will continue to organise and campaign in support of local and national environmental issues. What does the change mean organisationally?

20. We hope you will be more empowered as a Member! Firstly, The new constitutional requirement for the Board to hold an annual Members’ Forum, creates opportunities for Campaign Centres and other Members, to provide guidance and advice in relation to delivering our Purpose. What does the change mean for Members?

21. Secondly, the ability to particpate in election of the board has been extended Currently, while the call for nominations to the Committee of Management goes to all Members, attending The Wilderness Society Inc AGM at one of the Wilderness Society offices is required to participate in an election. The new constitution will enable more Members to participate in electing directors, as it will not require Members to be present at an AGM to take part in elections. What does the change mean for Members? … contd

22. More details on electing directors The call for nominations to the Board will be made 12 weeks ahead of the AGM Ballot information will be included with the notice of AGM to all members, who will then be able to cast their vote for their preferred candidates prior to the AGM The result of the ballot will be declared at the AGM. What does the change mean for Members? … contd

23. Thirdly, As per the Corporations Act, the TWS Constitution enables members to propose a resolution to be put to a General Meeting (eg the AGM) without the need to call for a General Meeting. We hope that all these changes facilitate an improvement in the empowerment of and accountability to, you, our Members. What does the change mean for Members? … contd

24. Do you have any comments or questions regarding the proposed governance changes? What do you think?

25. Presenters Coral Robinson (TWSA Board and TWS Inc Committee of Management) Melissa McQuillan (TWSA Board) Brigitte Smith (TWS Inc Committee of Management) Peter Follett (TWSA Board) Q & A

26. Please attend the Special General Meeting on November 26 Find details here: https://www.wilderness.org.au/SGMhttps://www.wilderness.org.au/SGM When will the change happen?