Transition to the new structure
(as at December 2017)
The most significant achievement of 2017 for the current committee was the passing of the two special resolutions at the AGM. This will enable us to transition our structure from an incorporated association to a company limited by guarantee (CLBG). In recent years, our total membership has grown from a number that hovered for several years under 300, to now almost topping 800 and growing fast. We have been operating under the same volunteer model from 30 years ago when there were less than ten members. Clearly this is no longer possible or desirable. At the moment the working title of the new company is ANZACATA (Australian, New Zealand and Asian Creative Arts Therapy Association).
As part of our investigation towards unification with ACATA, Latitude Network, a business development agency, put us in touch with two lawyers. We obtained quotes from both and engaged Richard Hundt for our due diligence and to assist and advise us. In initial free advice, both solicitors made it clear that the Incorporated Association structure we have been operating under is no longer fit for purpose. Both advised that ANZATA needs to become a company limited by guarantee (CLBG) and thereby eligible to register as a charity (either a general charity or a health promotion charity (HPC) if we met the strict criteria) and be governed by the Corporations Act. Since the middle of the year, we have been working with Richard to envision the new structure. These documents were sent out with the Notice of AGM and are available on the website.
Incorporated associations are governed by state regulation. They are not intended to operate across states or internationally. Nor are incorporated associations intended to undertake substantial activities, such as interstate operations or significant trading. The rules for Associations are silent on many issues which are regulated by the Corporations Act. For example, the responsibilities of directors and officers of companies and rights of members are set out more clearly in the Corporations Act than in the Associations Incorporations Act. The Corporations Act also provides greater flexibility to implement internal governance processes that are consistent with best practice appropriate to the size and complexity of the growing organisation. It also provides a better framework for the board to implement internal processes to better manage risk. Members of the CLBGs can amend the constitution by special resolution at any time and no pre-approval is needed from the regulator, which makes for a much more flexible and responsive structure than the existing structure.
It is very clear to the committee that such change is long overdue. Currently, the committee volunteer commitment is approximately 50 hours a week across the committee members. During busy times, this escalates to 100 hours a week. Clearly, volunteering has its limits. We need to have more flexibility as a committee or a board to take on paid individuals to run the organisation while the board can concentrate on the strategic vision for the future. Rather than the previous structure of a central committee and a number of sub-committees all chaired by members of the central committee, the company will have a board of directors. It is envisaged that many of the functions that used to be undertaken by sub-committees and regional groups will now be fulfilled by the new college structure and will have a much more member-led 'bottom up' way of functioning.
There will be a six-month transition period where for the first half of 2018 you will still be a member under the current structure while the new company is established. We will keep you well-informed during this period and you will be invited to 'join' the new association in the middle of the year. If you have any questions or comments please email email@example.com.