FEEDBACK ON DRAFT Constitution 2019

Click on the following links to see feedback according to each section.
Please note, the feedback form issued to District Councils incorrectly included a section for Executive Director. This is not included in the draft Constitution so feedback on this point has not been included here.

 

Preamble


Feedback from Lower North Coast District Council:
Disagree
We largely agreed with the points made by Southern Metropolitan District Council submission



Feedback from Gloucester RSL sub-Branch:
Disagree
There is no need for a history lesson and para 4 should be removed. Reference to the Leagues ideals and objects have been left out. These are the important standards we have followed successfully for 100 years not just our charitable responsibilities.
Include clause 1.7 & 1.8 of current Constitution
Rest OK.



Feedback from Hornsby RSL sub-Branch:

Agree

Para 4 should be deleted.
It could be replaced with a more relevant factual statement such as: “Following the introduction of specific charity legislation and a charities’ regulator in 2012 and a 2017 public inquiry highlighting the consequences of insufficient governance, RSL NSW has been re- constituted by the RSL NSW Act 2018. These events require significant changes to the Constitution. RSL NSW has also recognised the need to update the Constitution and By-Laws to simply and modernise the structure and operation of these important documents.




Feedback from Chatswood RSL sub-Branch:
Agree
Appendix A should include a definition of “veteran” – as per the common definition (different that that used for DVA claim purposes) that was agreed in the Joint Communique from the Veterans’ Ministers’ meeting dated 8 Nov 2017 (copies attached)



Feedback from Brooklyn RSL sub-Branch:
Disagree
PARA 4 OF THE PREAMBLE IS INAPPROPRIATE AND UNNECESSARY. THE WORDING SHOWN APPEARS SELF-SERVING AND DOES NOTHING TO IMPROVE THE OVERALL BREVITY OF THE DOCUMENT



Feedback from Forster Tuncurry RSL sub-Branch:
Agree



Feedback from Grafton RSL sub-Branch:
Agree



Feedback from City of Sydney RSL sub-Branch:
Agree



Feedback from Mosman RSL sub-Branch:
Disagree
1. The last two sentences of paragraph 4 should be deleted so as
to let mistakes/errors/ misjudgements be left behind. The remaining part of paragraph 4 is okay and gives the reader some background as to why the fresh Constitution exists. 
2. The League is not defined and instead the term RSL NSW is used throughout the document but gives it a narrower meaning. Where the word League is used it is in the context of the wider organisation i.e. nationally. The draftsman needs to be clearer as to whether it is the national League or the RSL NSW (a Branch of the League) is being referred to. Thus the word “League” must be a defined term in Appendix A.
Clause 1.3 See above regarding definition of the League. Why refer to another document i.e. “the constitution of RSL National” when it that term should be defined within this document in Appendix A – use the same definition in this document. Make it self-contained.



Feedback from Wyong RSL sub-Branch:
Agree
Good and Concise in detail



Feedback from Cumberland RSL sub-Branch:
Agree



Feedback from Berowra RSL sub-Branch:
Disagree
Paragraph 3 and 4 of preamble read more like excuse to create a new constitution since the passing or RSL NSW Bill 2018. We shouldn't be making excuses within a Constitutional document for change. Rather we should be saying who we are and who we represent and support, Australian Military Defence Force Veterans and their families. Understand that our support of veterans is also included in clause 3, charitable purpose, needs to be inserted in preamble. All members are volunteers except employed staff



Feedback from New England District Council:
Agree



Feedback from Castle Hill RSL & District sub-Branch:
Disagree
1. The preamble should describe the purpose, ethos and values of RSL NSW. 
2. Paragraph Four - remove paragraph in its entirety. It is unnecessary to recap and therefore, inscribe a shameful period into the Constitution. Further, it will be difficult to remove the paragraph once it is included and could remain in place for years and long after the mistakes of that period have been erased.
3. Paragraph Five - references to the ‘League’ should be discontinued after the term ‘RSL NSW’ is introduced. In paragraph three. 
4. Paragraph Six – Amend …’ensuring Australia’s security… to: ‘…promoting Australia’s security and the good name…’. 



Feedback from Gunnedah RSL sub-Branch:
Agree


Feedback from Narrabri RSL sub-Branch:
Agree


Feedback from Werris Creek RSL sub-Branch:
Have no issues with the preamble



Feedback from Eastern Metro District Council:
Agree
Believe 2nd last line in para 2 should read “Membership of the league is primarily for those who have served in the Australian Defence Force”.


Feedback from Terrigal Wamberal RSL sub-Branch:
Agree


Feedback from Toukley RSL sub-Branch:
The League is led by volunteers, but under the new proposals the Directors are to receive a stipend.
Add to the second paragraph the words “and allied nations defence forces”  See Service Membership.
Membership of the League does not include all those who served in Imperial and allied services.
“Service Member” needs a new definition – see PP 18,21,25,26,27,31,34,&c..
In 1. RSL NSW insert after the words “RSL NSW Act” the words No 48 of 2018”



Feedback from South Lake Macquarie RSL sub-Branch:
Disagree
The preamble must include the failings of authorities pointed out in the RSL inquiry also. For example
Paragraphs 1(b), 2(b) and 3(b) of the Terms of Inquiry 
1.24 The terms of condition 20 on their own were not adequate to achieve its purpose and ensure good governance of RSL NSW, RSL WBI and RSL LifeCare in respect of matters relevant to the operation of the Act.
Paragraph 4 of the Terms of Inquiry 
1.26 The widespread failures in RSL NSW, RSL WBI and RSL LifeCare, between 2007 and the commencement of this Inquiry on 15 May 2017, are quite extraordinary, particularly in light of the assessment made by NSW Fair Trading, which is currently responsible for administering the Act, in mid2016 that there was “no evidence of any particular problem in the sector”.
4.71 These problems lead inevitably to consideration of the adequacy of the legislative regime, which is discussed later in this Report.
ALSO noting the Reforms suggested from 14.7 onwards.


Feedback from Doyalson Wyee RSL sub-Branch:
Disagree
Too much Waffle


Feedback from The Entrance Long Jetty RSL sub-Branch:
Disagree
Paragraph 4 is not required. Rehashing.


Feedback from Blue Mountains District Council:
Disagree
There was no index to the draft and this has to be there



Return To Top

Purpose 


Feedback from Lower North Coast District Council:
Disagree
Mostly agree but suggest the following:

That the wording of Section 3 ‘Charitable Purpose’ be amended to include the definition as “Welfare, Commemoration & Donations.
Comment/discussion point:  Since the 2018 Congress, the meaning of Charitable Purpose has been taken to include ‘Welfare’, ‘Commemoration’ & ‘Donations’.



Feedback from Gloucester RSL sub-Branch:
Disagree
The purpose mainly talks about charitable purpose. The League is more than this and the original Aims and Objects should be retained as it explains very clearly what we are about, not just a charity.
We must promote the aims and objects stated in our current constitution. Motto must be included.



Feedback from Hornsby RSL sub-Branch:
Agree
We agree with the statement of Charitable Purpose but consider that this statement should become a subset of the Purpose, Aims and Objects, going beyond just being a charity.
See separate paper prepared by Hornsby Sub-Branch. [reproduced below]


Feedback from Chatswood RSL sub-Branch:
Agree
No comments


Feedback from Brooklyn RSL sub-Branch:
Disagree
PARA 3.5 SHOULD CLEARLY STATE THAT THE LEAGUE SHOULD MONITOR GOVERNMENT ACTIONS THAT IMPACT THE WELLBEING AND SUPPORT OF SERVING AND EX MEMBERS OF THE DEFENCE FORCES AND TAKE ACTION WHERE MEMBERS ARE ADVERSELY AFFECTED BY CHANGES TO GOVERNMENT REGULATIONS.






Feedback from Lower North Coast District Council:
Agree



Feedback from Gloucester RSL sub-Branch:
Disagree
That there is not enough detail. The Powers of RSL NSW in our current Constitution has listed in detail what is required.
Para 9.27 b is far reaching and needs to be explained.
Sub Branches and their members must maintain the control of the Leagues direction not a Corporate Board dictating what the members are to do. The Board is there to serve the members of the League.
Sub Branches must have the right to put their motions forward to Congress for changes even if the board don’t like it. They should not have the right to dismiss them.
Sub Branches must retain the right to communicate and associate with each other without the threat of blocking communications.
Sub Branch must retain the right to challenge the board if a situation occurs by gathering the support of at least 75 Sub Branches or more to call an extraordinary meeting of Congress. This is a fundamental right in our organisation. Remove clause 1.4(d)  



Feedback from Hornsby RSL sub-Branch:
Disagree
Clause 4 should state all the Powers explicitly (ie in a list as per the existing Constitution) as well as by reference to other sources of power as per Clause 4.1 of the DRAFT.
We say this because the Constitution is about the statutory corporation, RSL NSW, not just about the Board and its powers.
We also say that the Powers of RSL NSW must be used to carry out all of the Purposes of RSL NSW, not just the Charitable Purpose.
See separate paper prepared by Hornsby Sub-Branch [reproduced below]



Feedback from Chatswood RSL sub-Branch:
Agree



Feedback from Brooklyn RSL sub-Branch:
Agree




Application of Income and Property 

Feedback from Lower North Coast District Council:
We were unable to agree or disagree without reference to the SOP’s referred to but not yet available for consideration


Feedback from Gloucester RSL sub-Branch:
Disagree
Not enough detail is in this section. Again, over the years this section would have been amended as events unfolded and is detailed, so that it is very clear to anyone of its intention.
Change clause 5.1(a) completely to “must be used appropriately in pursuit of it’s charitable purpose and include aims and objects of RSL NSW.



Feedback from Hornsby RSL sub-Branch:
Agree
Clause 5.1(a) should be amended to encompass all the Purposes of RSL NSW, not just the Charitable Purpose.
Perhaps there needs to be separate statements to catch income and assets arising from fundraising for charitable purposes and how they are applied.
See separate paper prepared by Hornsby Sub-Branch [reproduced below]



Feedback from Chatswood RSL sub-Branch:
Agree
Page 5 - c5.3: An example or two of such payments might be useful to better understand how this clause is not already encompassed in 5.2


Feedback from Brooklyn RSL sub-Branch:
Agree




Limited Liability 


Feedback from Lower North Coast District Council:
Agree


Feedback from Gloucester RSL sub-Branch:
Agree
We agree with Sub Branches having a choice to remain as is or become a corporation in its own right. Not to be compulsory and they maintain the right to change their mind in the future.



Feedback from Hornsby RSL sub-Branch:
Agree



Feedback from Chatswood RSL sub-Branch:
Agree
No Comments



Feedback from Brooklyn RSL sub-Branch:
Agree




Amendments to the Constitution


Feedback from Lower North Coast District Council:
Agree



Feedback from Gloucester RSL sub-Branch:
Disagree
We agree with what is stated but it falls short in detail and the following should be added from our current Constitution:
Paragraphs 15.1 to 15.7 inclusive
Remove the word “to” in clause 7.2
The intent and purpose of By Law 5 and of clause 14 of the Current Constitution to be included.
National should not be left out. They are the ones that should lobby Government on matters that concern the League. They must be supported.



Feedback from Hornsby RSL sub-Branch:
Agree



Feedback from Chatswood RSL sub-Branch:
Agree
No comments



Feedback from Brooklyn RSL sub-Branch:
Agree




Members


Feedback from Lower North Coast District Council:

We noted that there was no mention of National Members in the proposed list of membership classifications
8.6 (a)  uses the word ‘contract.’
Comment/discussion point:  This does not seem appropriate wording for our constitution because this is not a commercial arrangement.
Wingham sub-Branch Recommendation:  That sub-clauses 8.6 (a) (i) (ii) and (iii) be omitted, and the wording of sub-clause 8.6 (c) be reworded to omit the words “without limiting clause 8.6 (b)” and include only the words “agrees to support, maintain, uphold and pursue the Charitable Purpose.”




Feedback from Gloucester RSL sub-Branch:
Disagree
Classes of membership should read;
Service Member
National Member as per current Constitution and National Constitution
Affiliate Member
Auxiliary Member
Women’s Auxiliary. Note this should be reinstated as per the wishes of the ladies. They had no say in the changing of the name at Sub Branch level.
Replace clause 8.8 with the first sentence of clause 21.3 in current constitution.
Clause 8.10 replace “addition to the Annual General Meeting” with
“With the exception of an Annual General Meeting”
Include 21.12 in the current constitution as a clause after 8.15 and before 8.16.



Feedback from Hornsby RSL sub-Branch:
Agree
Clause 8.8: The role/purpose of the AGM and other General Meetings of Members should be stated here.
Clause 8.17: The role/purpose of the Congress should be stated here.
See separate paper prepared by Hornsby Sub-Branch [reproduced below]
Appendix B, clause 12 – Membership fees and renewal: We say that Sub-Branches should be free to set the actual amount of fees that members should pay to the Sub-Branch. The AGM should set “the amount of a capitation fee” that each Sub-Branch is required to pay to RSL NSW for each member.
Appendix B, clause 27(a) (and clause 13): “the due date” should be a defined term or a defined date. The present drafting is ambiguous and ineffective.
The due date could be say 31 March but a second date, a “drop dead date”, after which membership ceases, might be set at say 30 June?



Feedback from Chatswood RSL sub-Branch:
Agree
No comments



Feedback from Brooklyn RSL sub-Branch:
Disagree
THERE IS NO MENTION OF LIFE MEMBERS OR HONORARY MEMBERS BUT THESE ARE RECOGNISED IN PARA 23





RSL NSW Board of Directors


Feedback from Lower North Coast District Council:
Disagree

Powers of the Board
Comment/discussion point:  9.27 (b) & (c) if read in the context of clauses 13.74, 13.75 & 13.76 would mean that sub-Branch trustees could not even arrange for the ‘roll-over’ of a term deposit (if more than $5,000) without first having to obtain the consent of the RSL NSW Board.  Such a bureaucratic process is overly cumbersome and would place an unreasonable administrative burden on sub-Branch Trustees.  Sub-Branches via their Trustees should not have to seek permission from the board for such routine processes!
It is proposed that a general approval should be given to the shifting of Term Deposits between approved financial institutions so that optimum interest rate offers, often time limited, can be secured
Wingham sub-Branch Recommendation:  Reword the last sentence of 13.74 to omit the word “board’ and replace it with ‘sub-Branch’ to read as follows  “without having the prior written consent of the sub-Branch”




Feedback from Gloucester RSL sub-Branch:
Disagree
With the election of the Board members. (come from anywhere)
Seven of the Board Members should come equally from metropolitan and country areas.
Northern NSW District   2
Southern NSW District    2
Metropolitan NSW District 3
Delete 9.1 to 9.5 and replace with “The Board consists of the following ten (10) persons elected or appointed in accordance with the Constitution”

a)      Chairman (President)

b)      Director (State Treasurer with required tertiary qualification)

c)      A Director from each of the defined areas, a total of (7) as follows:

Three (3) Directors from Metropolitan District.
Two (2) Directors from Southern NSW District.
Two (2) Directors from Northern NSW District.
One (10 Independent Director to be appointed by the Board and ratified by a meeting of the District Council Presidents.
Delete Clause 9.9(a), 9.9(c) and 9.10
Clause9.15 delete words (“at least one(10 but no more than two (20”
Clause 9.16, 9.17 and 9.21(a0 delete word “council”.
Clause 9.21(a) and (b) replace 75% to 66% and add” to” those who are present and eligible to vote “.
Clause 9.24 last paragraph delete all words after 9.17
Delete clause 9.25.
Clause9.27(b) delete all words after the word “Law” and delete clause 9.27(c).
Delete Clause 9.29(a)(iii) and 9.29(f).
Change clause 9.34 delete unless the Board resolves otherwise ”and change word “four ”to six”.
Clause 9.37 delete all words after the word “Director”.
Delete Clause 9.52
At this time there should be only one Independent Director, this would satisfy the RSL NSW Act and allow an additional Service Member.
Clarification is required on para 9.9 (a) as follows;
Can a current Sub Branch Executive, trustee, District President, Executive or delegate, nominate for a board position whilst still holding any of the above positions? It needs to state they can but that they must resign from that position if they become a board member.




Feedback from Hornsby RSL sub-Branch:
Agree
At Clause 9.9(e) add a prohibition on a person having been subject to an adverse finding from a properly constituted Disciplinary Tribunal under Appendix D.
Clause 9.21(a): Amend 75% to become 66%. A percentage of 75% allows the total number of either entity comprising the “joint meeting” to negate the purpose of having a joint meeting and vote.



Feedback from Chatswood RSL sub-Branch:
Agree

Page 9 – c9.5: The current draft does not provide for the (improbable but not impossible) situation where no candidate with the requisite qualifications offers themselves, or is elected, to the Board.
Page 13 – c9.27[c]: Does this imply that RSL NSW will be in a position to “dictate” who can be the recipient of support in line with the Charitable Purpose, or specific a fixed percentage that must be made available to specific organisations?
Page 16 – c9.53: Is a copy of the stated Code of Conduct available?



Feedback from Brooklyn RSL sub-Branch:
Disagree
THIS IS MOST DISAPPOINTING AND CONTENTIOUS PART OF THE PROPOSED DRAFT. 

It appears that little or no notice has been taken of the feedback and recommendations from the NMDC workshop regarding the role of the board nor SVA recommendations on using more co-operative  language and wording. From the rejection last December the League expects the Board to be supportive of the SBs and Councils and provide assistance to efforts. Not to force un negotiated, poorly developed or badly explained changes and regulations onto the Membership and SBs. This means that the language used In the Constitution regarding the role, responsibilities and functions of the Board should be that it SUPPORTS, ASSISTS AND ADVISES rather than DIRECTS, COMMANDS AND CONTROLS
SECTION 9 IS DEFFICIENT AS FOLLOWS.

1.  IT COMPLETELY DISREGARDS LEAGUE FEEDBACK ON WHAT THE BOARD RESPONSIBILITIES AND FUNCTIONS SHOULD BE. THIS DRAFT FAILS TO RECTIFY THE SHORTCOMINGS IN MANAGEMENT PRACTICES IDENTIFIED IN THE BERGIN INQUIRY AND REFLECTED IN THE RSL NSW ACT 2018. THE DRAFT DOES NOT STATE OR MEET REQUIREMENTS OF THE ACT REGARDING RESPONSIBILITY TO HOLD REGULAR MEETINGS (FREQUENCY SHOULD BE STATED), KEEP PROPER ACCOUNTS AND RECORDS AND IT DOES NOT STATE THE REQUIREMENT TO PROVIDE REGULAR REPORTS OF ACTIONS AND DECISIONS AS MADE.

2.  IT DOES NOT STATE THE REQUIREMENT TO PROVIDE FINANCIAL REPORTS ON EXPENDITURE.

3.  IT DOES NOT STATE THE REQUIREMENT TO SEEK APPROVAL FOR PROPOSED EXPENDITURE OR PROVISION OF BUSINESS CASES TO SUPPORT PROPOSED EXPENDITURE.

4.  IT MAKES NO REFEREENCE TO THE REQUIRED ANNUAL REPORT OR ACCESS TO IT AND INCLUDED FINANCIAL STATEMENTS AND REPORTS AS REQUIRED IN PART 3 OF THE RSL NSW ACT No 48 OF 2018.

5.  THERE IS NO CLEAR STATEMENT IN THE DRAFT COVERING THE BOARD'S BUDGET AND/OR ITS APPROVAL PROCESS.

6.  THE DRAFT SPECIFIES THAT SBS, COUNCILS AND COMMITTEES SHALL HOLD REGULAR MEETINGS, PUBLISH MINUTES, ESTABLISH BUDGETS AND REPORT FINANCIAL EXPENDITURES ETC. AND BE SUBJECT TO AUDIT BY A QUALIFIED AUDITOR. NONE OF THESE REQUIREMENTS APPEAR TO HAVE BEEN APPLIED TO THE BOARD AND ITS OPERATIONS. THIS IS UNACCEPTABLE AS IS THE CONTINUING REFUSAL OF THE BOARD TO PUBLISH MINUTES OR FINANCIAL EXPENDITURE DETAILS, OR DIRECTORS EXPENSES. THE DRAFT ALLOWS THE BOARD TO MEET AS AND WHEN IT FEELS LIKE (9.33) AND THERE IS NO REPORTING REQUIREMENT WHATSOEVER. THE BOARD MUST COMPLY WITH THE CORPORATIONS ACT 2001 (CTH.) REGARDING TRANSPARENCY AND GOVERNANCE REPORTING AND THESE REQUIREMENTS MUST BE REFLECTED, OR AT LEAST REFERRED TO IN THE CONSTITUTION.

7.  SIMILARILY, DUTIES AND RESPONSIBILITIES OF DIRECTORS AND THEIR FUDICIARY RESPONSIBILITIES TO MEET THE CORPORATIONS ACT 2001 (COMMONWEALTH) SHOULD BE INCLUDED.

8.  PARA 9.1 REMOVES REGIONAL REPRESENTATION FROM BOARD DUTIES BUT NO EXPLANATION OR JUSTIFICATION FOR THIS HAS BEEN PROVIDED. SUPPORT IS THEREFORE WITHHELD PENDING RECEIPT OF AN ACCEPTABLE RESPONSE.

9.  PARA 9.5.3 - CODE OF CONDUCT

THE PARAGRAPH INFERS THAT THE BOARD CAN APPROVE ITS OWN CODE OF CONDUCT WITHOUT MEMBER INVOLVEMENT. THE CODE OF CONDUCT SHOULD BE SUBJECT TO REVIEW AND ENDORSEMENT BY THE MEMBERS AT EACH AGM.

10. PARAS 9.10 AND 9.14 - WORDING IS CONFUSING AND OBSCURE. SIMPLIFICATION AND CLARITY IS REQUIRED.

11. THERE IS NO REQUIREMENT FOR THE BOARD TO ACTION MOTIONS OR REPORT PROGRESS FOR MOTIONS THAT ARE APPROVED AT THE ANNUAL CONGRESS AND THE DRAFT THUS ALLOWS THE BOARD TO (CONTINUE) TO ABDICATE ITS RESPONSIBILITY.

12. THERE IS NO REQUIREMENT STATED FOR THE BOARD TO OPERATE CO-OPERATIVELY WITH THE DISTRICT COUNCILS AND RECOMMENDED DEVOLVEMENT OF RESPONSIBILITIES AND APPROVALS TO THE DISTRICT COUNCILS IS NOT ADDRESSED. THERE SHOULD BE ENDORSEMENT OF SOPs AT STATE CONGRESS AND AMENDMENT PROCESSES EXPLAINED.

13.  PARA 9.21 REQUIRES A 75% MAJORITY TO REMOVE A DIRECTOR – THIS IS IMPOSSIBLE TO ACHIEVE WITHOUT AT LEAST ONE DIRECTOR VOTING AGAINST A FELLOW DIRECTOR AND ALL 23 DC PRESIDENTS BEING IN AGREEMENT OR WITHOUT ABSTENTIONS. THE REQUIREMENT SHOULD BE 66% AS IS THE NORM ELSEWHERE.

14. PARA 9.28 ISSSUE OF REGS ETC. SUCH THINGS SHOULD BE PROPERLY REVIEWED BY DISTRICT COUNCILS BEFORE BEING ARBITRARILY ISSUED WITHOUT DISCUSSION AND UNDERSTANDING EFFECT AND IMPACT.






Remuneration of Directors 


Feedback from Lower North Coast District Council:
Disagree
We could only agree on the reimbursement of out-of-pocket expenses reasonably incurred by Directors in the execution of their duties.  After all we are all volunteers serving the veteran community


Feedback from Gloucester RSL sub-Branch:
Disagree
We are a voluntary organisation and should remain that way. This should include the Independent Director.
Out of pocket expenses only. It is taking money away from welfare.
We believe it does not fit with “The Charitable Purpose”
Clause 10.2 and 10.3 delete word “sub branch”.


Feedback from Hornsby RSL sub-Branch:
Agree
Clause 10.2 and 10.3: Delete the words “sub-Branch” appearing on each (3) occasion before the word “Delegate”. Delegate is a defined term referring only to Delegates appointed by a Sub-Branch.



Feedback from Chatswood RSL sub-Branch:
Agree
Page 17 – c10.1:  Who determines whether the proposed remuneration is affordable or appropriate?; is an external consultant to be used?; Will the maximum total Director remuneration be linked to a percentage of fundraising, expenses or Charitable Purposes expenditure?; Is the payment of remuneration (or its potential scale) at odds with service ethos of the RSL?; How is it proposed to justify a remuneration payment to Directors when other sub branch/DC members perform their “coal-face” roles with no payment or staff support?


Feedback from Brooklyn RSL sub-Branch:
Agree





Chief Executive Officer

Feedback from Lower North Coast District Council:
Disagree
The word may in 11.2 should be changed to ”must” or “should” where the word should implies must



Feedback from Gloucester RSL sub-Branch:
Disagree
The new position of CEO must be a Service member or Life Member, unless there is no Service Member or Life member who is both qualified and willing to be appointed as CEO.
the State Secretary is not mentioned in the propose Constitution. We class the Secretary being the Lynch Pin in the organisation and the keeper of the Constitution, it’s Aims and Objects. Is it the intention for the CEO to replace the State Secretary or they become one?
We do believe they must be a Service Member.
The State Secretary must be maintained and if a CEO is appointed the Secretary must have equal input to the League.



Feedback from Hornsby RSL sub-Branch:
Agree


Feedback from Chatswood RSL sub-Branch:
Agree
No comments


Feedback from Brooklyn RSL sub-Branch:
Disagree
PARA 11 THE DUTIES AND RESPONSIBILITIES OF THE PROPOSED CEO REMAIN UNDEFINED AND SUCH APPOINTMENT OF SENIOR POSITIONS INCLUDING APPOINTMENT OF DIRECTORS TO COVER RESIGNATIONS ETC SHOULD BE SUBJECT TO AGREEMENT AND RATIFICATION BY THE DISTRICT COUNCILS.
PARA 11 MAKES NO REFERENCE TO THE ORGANISATIONAL STRUCTURE OF THE ADMIN AND SUPPORT STAFF AT ANZAC HOUSE. THE CREATION OF THE POSITION OF THE CEO SEEMS TO SUGGEST THAT THE BOARD HAS BEEN GIVEN THE RIGHT TO STRUCTURE AND EMPLOY STAFF WITHOUT ANY LIMITATION OR INVOLVEMENT BY THE MEMBERSHIP. WITHOUT PRIOR APPROVAL GRANTED AT AN AGM THE BOARD SHOULD NOT HAVE THE RIGHT TO SUCH AN OPEN ENDED ARRANGEMENT.





District Councils

Feedback from Lower North Coast District Council:
Disagree
Remove all reference to District Presidents” Council wherever it occurs throughout this constitution. 

12.20 the word delegate should be the plural

Powers, Responsibilities and functions of District Councils

12.32 (a), the sentence structure of this clause is poor.

  • Wingham sub-Branch Recommendation:  That the clause be rearranged to read as follows:  “may appoint or engage other RSL NSW Members, and any other District Council Officers deemed necessary to properly perform the functions and responsibilities of the District Council to assist with the management and operations of RSL NSW activities in its District; and”

12.39 (Role of the District Presidents’ Council) states that the District Presidents’ Council will represent sub-Branches and District Councils by:

(a) making submissions, proposals and recommendations and providing reports, guidance and feedback to the Board on matters regarding matters of RSL NSW sub-Branch and District Council governance, RSL NSW membership and sub-Branch issues and concerns; and

(b) making representations to the Board on matters of public policy.

Comment/discussion point:  It would appear that the drafters of this version of the Constitution realise that board members will no longer have the practical representational capability for sub-Branches and that as a consequence they will have to rely heavily on feedback and information from the Districts.

Comment/discussion point:  If we put this another way, the role of the proposed District Presidents’ Council is to fill the representational void created by the distancing of board members from the grassroots sub-Branch members.

Comment/discussion point:  District Councils already have the responsibilities mentioned in clauses 12.39(a)&(b) and they don’t need another forum to discuss and manage these roles.

Comment/discussion point:  LNCDC believes that another layer of management and review between the Districts and State Branch will dilute and change the consensuses and recommendations reached on issues through the District Council process. 

LNCDC Recommendation:  That the idea of introducing a District Presidents’ Council be omitted from the draft Constitution and that as a consequence clauses 12.37 to 12.61 be removed.





Feedback from Gloucester RSL sub-Branch:
Disagree
We agree with the retention of the 23 District Councils, but the following should be included under this section. A clear statement why they exist, and their duties as listed in current constitution:
Para 23.1 to 23.8
There is no need for another layer of control such as the District President Council. District council Presidents go directly to State Branch who conduct a meeting of the 23 Councillors from time to time. Save the money and assist District Councils.
Clause 12.1 delete all words after words (“as defined”) and add “by resolution put to Congress”.
Clause 12.5 the word delegate” Change to “Delegates”
Clause 12.7, 12.8-12.10 and 12.12-12.15 after the word “Executive” add “Member”.
Clause 12.8(b), 12 .11 word “six” change to “nine”.
Clause 12.12 The first word “six” to change to “nine” only.
Clause 12.13 change the word “board to “District Council” and delete “or its representative”.
Clause 12.14 delete words “the board or”.
Clause 12.15(b) after the words “appendix D” insert the words “or by a vote of their Sub Branch”.
Clause 12.7 the words “Delegates chance to “Delegate”.
Clause 12.31(b) and 12.31(e) delete
Clause 12.31(g) insert (iv) “on matters concerning amendments to SOPs or OPPs “.
Clause 12.32 after the word District and before the word “any insert “may appoint or engage”.
Clause 12.33 after the first word “Board” delete words after “ and to the District President’s Council “.
Clause 12.37 to 12.61 deleted.

  



Feedback from Hornsby RSL sub-Branch:
Agree
Clause 12.15(b): “no right to vote”. Needs to be clarified. We assume only refers to a vote in the meeting of the District Council. (but could include in the District Presidents’ Council?)



Feedback from Chatswood RSL sub-Branch:
Agree
Page 17 – c12.1: Are the DC SOP’s referred to available yet?
Page 22 – c12.36: There is no provision here to allow for supplementary funding requests should unforeseen circumstances (or poor budgeting) occur after the annual budget is approved.
Page 25 – c12.61: Comments as for c12.36



Feedback from Brooklyn RSL sub-Branch:
PARA 12.1 ANY ESTABLISHMENT OF, OR CHANGES TO, DISTRICT COUNCILS SHOULD BE APPROVED BY THE MEMBERS AT AN AGM
PARA 12.22 EACH DISTRICT COUNCIL DELEGATE AND COUNCIL EXECUTIVE SHOULD BE INCLUDED IN THE VOTING PROCESS.





Sub-Branches

Feedback from Lower North Coast District Council:
Disagree

13.47 needs rewording so that both Delegate and Alternate are entitled to attend General Meetings including the Annual General Meeting but only one has the right to vote.

Sub-Branch accounts and Sub-Branch audit

13.29 and 13.38 have incorrect references to the ACNC Act and Regulation

Comment/discussion point:  Where the reference is to the Australian Charities and Not-for-profits Commission Act 2012; and Australian Charities and Not-for-profitsCommission Regulation 2013): the RSL NSW draft constitution has the words as ‘Not-for-Profit’ (uses a capital ‘P’ instead of a small ‘p’ and omits the small letter ‘s’).  This is not how the title of the act is written.

Wingham sub-Branch Recommendation:  That the correct form of the titles of the Acts be used in the draft constitution. 

13.29 and 13.38 discuss the requirement for sub-Branch executives to ensure that proper records are kept in accordance with the relevant Acts and Regulations.  The two clauses are virtually identical except that clause 13.29is under the heading ‘Sub-Branch accounts’ and clause 13.38 is under the heading of Sub-Branch audit.

Comment/discussion point:  This seems to be an unnecessary duplication.

Wingham sub-Branch Recommendation:  That clause 13.38 be deleted as superfluous.




Feedback from Gloucester RSL sub-Branch:
Disagree
Under Para 13.319b) The proposed constitution. Include after charitable objects ‘’ Aims and Objects of the League”
The Aims and Objects of the League are being ignored throughout the document.
Clause 13.2 after the words “RSL NSW “insert the word “Service” on both occasions.
Clause 13.4 (c) delete all words after “RSL NSW Sub Branch “
Clause 13.5 (c) (ii) after the word “and “ and before the word “ accordance “ insert the word “in “.
Clause 13.5 ( c ) ( iii) after the word “any “ and before the word “under “ insert the words “RSL NSW Officer”.
Clause 13.5 ( d ) after the word “ any “ and before the word “ direction” insert the word “ lawful “.
Clause 13.6 after the word ‘all ‘ and before the word “Sub Branch “. Insert the word “ appropriate “.
Clause 13.8 (c ) after the words “ property is “ and before the word “applied “ insert the word “ appropriately “.
Clause 13.11 delete words “ a member of “ after the words “ until the” insert the words “elections held in the next election year “, then delete all words from and including “ closing “ to the word “at ‘.
Clause 13.12 ( b ) after the word “ Executive “insert the word  “ Member “.  
Delete the words “ the State Secretary of “ after the word “ immediately “  insert the words “ or on any date specified in the notice “.
Clause 13.12 ( f ) delete.
Clause 13.13 after the word “ Executive “ on the first, third and fourth occasions insert the word “ Member “, the word Change 13.12 (b )- ( f ) to 13.12 ( b ) – (e ) .



Feedback from Hornsby RSL sub-Branch:
Agree
Clause 13.18: In its present form, Appendix C properly addresses the conduct of General Meetings of members at (RSL NSW) Branch level. Rather than stating that Sub-Branch meetings be conducted “in accordance with the relevant provisions”, it is preferable to expressly identify which of the provisions of Appendix C apply to Sub-Branch general meetings.
Clause 13.74ff: This whole section of the DRAFT is inappropriate for a Constitution and the constraints are unworkable and archaic.
See separate paper prepared by Hornsby Sub-Branch [reproduced below]



Feedback from Chatswood RSL sub-Branch:
Agree
Page 28 – c13.13: Line 4 replace “a Sub-Branch members” with “of Sub-Branch members”.
Page 33 – c13.44[d]: In the event of winding up of a sub-branch, it would be appropriate for RSL NSW to consult with the members of that sub-branch regarding the distribution of residual assets to local causes that meet the Charitable Purpose, so that the local community benefits from the past operation of that sub-branch.
Page 34 – c13.52: Needs clarification; should it read:
Each unincorporated sub-branch must appoint and at all times have either:

a)      Three Service Members; or

b)      RSL Custodian; or

c)       Two Service Members and RSL Custodian.



Feedback from Brooklyn RSL sub-Branch:
None





Dispute Resolution and Disciplinary Procedures

Feedback from Lower North Coast District Council:
Disagree
It is noted that there is no right of appeal regarding a decision of the tribunal – we feel that this is a contravention of natural justice



Feedback from Gloucester RSL sub-Branch:
Disagree
If District Council cannot resolve the issue it should go direct to the State Branch Tribunal.
No need for District President Council
We agree with Disciplinary procedures however; there should be the right to appeal. 



Feedback from Hornsby RSL sub-Branch:
Agree



Feedback from Chatswood RSL sub-Branch:
Agree
No comments


Feedback from Brooklyn RSL sub-Branch:
Agree





Indemnity and Insurance

Feedback from Lower North Coast District Council:
Agree



Feedback from Gloucester RSL sub-Branch:
Agree
Sub Branches require their own insurance policies.



Feedback from Hornsby RSL sub-Branch:
Agree


Feedback from Chatswood RSL sub-Branch:
Agree
Page 39 – c15.1: Does this clause mean that sub-branches are no longer required to have separate insurance coverage for the “officers”?



Feedback from Brooklyn RSL sub-Branch:
Agree





Execution of Documents

Feedback from Lower North Coast District Council:
Agree



Feedback from Gloucester RSL sub-Branch:
Disagree
There is not enough detail- should include:
The Directors of RSL NSW shall be bound by the provisions of section 1101C of the Corporations Act Law in respect of the preservation and disposal of State Branch’s records.ie,
Registers
Financial Records
Other Records
Any exceptions
Keeping of records.




Feedback from Hornsby RSL sub-Branch:
Agree



Feedback from Chatswood RSL sub-Branch:
Agree


Feedback from Brooklyn RSL sub-Branch:
Agree





Winding Up and Dissolution

Feedback from Lower North Coast District Council:
Agree




Feedback from Gloucester RSL sub-Branch:
Agree



Feedback from Hornsby RSL sub-Branch:
Agree
Clause 17: should be broadened to allow distribution of (other) property and assets, which were not the result of charitable fundraising, to another body or bodies having similar aims and objects. That recognises that RSL is more than just a charity.
See separate paper prepared by Hornsby Sub-Branch [reproduced below]



Feedback from Chatswood RSL sub-Branch:
Agree
No comments


Feedback from Brooklyn RSL sub-Branch:
Agree





RSL NSW Policies and Procedures

Feedback from Lower North Coast District Council:
Agree




Feedback from Gloucester RSL sub-Branch:
Disagree
Retain the current By Laws and amend them.
This is the history of amendments over the years when mistakes have been made or some short fall has been identified. Don’t just throw them out like State Branch has done with our Constitution.
Bit hard to comment if they have not been written, it’s like signing an open cheque.



Feedback from Hornsby RSL sub-Branch:
Agree
Clause 18.1: “resolve to adopt” instead of “pass a resolution adopting” please.
The provisions for General Meeting or Congress short allow the Congress to direct the Board to create/adopt an Operational Policy or Procedure, not inconsistent with the Constitution.



Feedback from Chatswood RSL sub-Branch:
Agree
No comments



Feedback from Brooklyn RSL sub-Branch:
Disagree

PARA 18 – POLICIES ETC. – SHOULD BE SUBJECT TO REVIEW BY DISTRICT COUNCILS PRIOR TO PROMULGATION.

THE DECISION TO REPLACE THE EXISTING BY-LAWS, POLICIES AND REGULATIONS SHOULD BE FULLY EXPLAINED AND JUSTIFIED. SUPPORT IS THEREFORE WITHHELD UNTIL AN ACCEPTABLE RESPONSE IS RECEIVED.





Notices

Feedback from Lower North Coast District Council:
Agree



Feedback from Gloucester RSL sub-Branch:
Agree
Make use of modern technology.


Feedback from Hornsby RSL sub-Branch:
Agree



Feedback from Chatswood RSL sub-Branch:
Agree
No comments


Feedback from Brooklyn RSL sub-Branch:
No response





Savings, Transitional and Continuing Provisions

Feedback from Lower North Coast District Council:
Agree

To comment suitably on section 20 of the draft constitution, we need to refer to other clauses as follows:

District Council Executive & Term of District Council Executive

12.8 discusses eligibility for membership of a District Council Executive

12.9 to 12.13 discusses criteria for the term of office of a District Council Executive

Comment/discussion point:

The wording of the clauses in section 12 about the District Council Executive and the wording about the Term of the District Council Executive is cumbersome and convoluted.  As a consequence, the meaning is confused.

Comment/discussion point:  The essence of section 12 appears to mean that to accept office as a District Council President a person:

12.8  (b) …must not have held office as a District Council President for more than six years; and

12.12 …a District Council president can stand and be elected for a further six years (and at board discretion be extended to nine years) as long as there has been a continuous gap of six years since the last time they held office

Comment/discussion point:  Reading section 12 in the context of clauses 20.5 and 20.6 indicates a contradiction, and section 20 overrules the clauses in section 12.

Comment/discussion point:  Alternatively, it could be that the objective of this section of the draft constitution is aimed at enabling the current set of District Presidents to remain in office for another six to nine years on top of what they have already done.

Comment/discussion point:  Wingham RSL sub-Branch sees this as a very real problem and sees it as an issue akin to the problems created when RSL NSW President Don Rowe and the then existing State Council members remained in office for far too long.  We all know what went wrong as a result of that!

Wingham sub-Branch Recommendation:  That the wording and structure of the clauses in section 12 be simplified so that the essence of their meaning is easier to follow and to understand.

Wingham sub-Branch Recommendation:  That clause 20.6 be reworded to remove the word “not” and to read as follows.  “The number of years already served by a District Council Executive holding office at the Commencement Date will be counted towards the total term which each current District Council Executive can serve as a District Council Executive under clause 12.8(b) of the Constitution.”



Feedback from Gloucester RSL sub-Branch:
Disagree
Current By Laws should be retained and amended if required.
Under Sub Branch Trustees para 20. 15 include:
Not just charitable purpose but Aims and Objects of the League
Trustee must also be responsible to the Corporations Trustee Act not just the RSL NSW.
Current Board members should be confirmed or rejected at Congress.



Feedback from Hornsby RSL sub-Branch:
Agree
Clause 20.2 might need to comprehend the situation where new SOPs are not settled before the Commencement Date.



Feedback from Chatswood RSL sub-Branch:
Agree
Page 42 – c20.8: Definition of “Auxiliary Member” required; in this day and age, why are not all such members transferred as Affiliate members and avoid having another category?


Feedback from Brooklyn RSL sub-Branch:
Disagree
PARA 20 CONTINUATION – IT IS UNCLEAR AS TO WHEN THE NEXT FULL ELECTION OF DIRECTORS IS TO BE HELD.





General Questions and Comments

APPENDIX A – DEFINITIONS AND INTERPRETATION

Auxiliary Member

Comment/discussion point:  This definition is not complete because it does not reflect what an auxiliary member will be after the commencement date of the new constitution.

Wingham sub-Branch Recommendation:  That the definition of auxiliary member be amended to read as follows:  “means any person who was a member of an RSL Auxiliary immediately before the Commencement Date and any person who is admitted as an auxiliary member after the Commencement Date.

We noted that a Chapter is defined but there is no mention of a Chapter in the actual constitution

APPENDIX B MEMBERSHIP

Discretionary criteria

Comment/discussion point:  in clause 10 the reference to clause 13-16 is incorrect;  It should read 14-16.

Wingham sub-Branch Recommendation:  That this error is corrected.


Membership Eligibility

Service Member

14.(e) refers to clause 9(d) when in fact it should refer to 14(d)

Wingham sub-Branch Recommendation:  That this error is corrected.

15.  refers to clause 13 when in fact it should refer to clause 14.

Wingham sub-Branch Recommendation:  That this error is corrected.

APPENDIX C MEMBERS’ MEETING CONDUCT AND VOTING PROCEDURE

Holding a General Meeting at two or more places

8.  specifies that a meeting may take place at two or more places by use of technology.

10.  specifies that if a meeting is held in two or more places a quorum is taken to be present if the minimum number of Delegates required in clause 25 is present in aggregate

25.  specifies that a quorum for a General Meeting is 50 Delegates who must be present at all times during the meeting.

12.  states that if a technical difficulty causes difficulty and thus prevents the meeting from taking place in two or more places that the chair has certain options and that no Member may object to the meeting being adjourned, being held or continuing.

Comment/discussion point:  There seems to be a contradiction in these clauses.  If the technical difficulties cause one or more of the locations to be locked out of the meeting then surely the chair cannot continue with the meeting if the quorum available to the chair no longer amounts to 50 members.

Wingham sub-Branch Recommendation:  That these clauses be amended to reflect that if technical difficulties (during a meeting that is taking place in two or more places) prevent a full quorum of 50 members from participating, then the meeting must be adjourned.

Forster Tuncurry Sub-branch added the following:

  1. A Sub-branch and its membership are part of RSL NSW carrying out the same basic functions of State Branch on a local level and is not a separate Company or identity and does not have nor ever had a financial agreement with State Branch.
  2. By putting this draft constitution for comment without the SOP’s for District Council and Subbranches is a waste of time and one cannot be expected to comment on an incomplete document



Feedback from Gloucester RSL sub-Branch:
  • The Gloucester RSL Sub Branch has always supported the action that State Branch amend the current constitution, not take the action of throwing out a constitution that has been developed and amended over a 100years where lessons have been learnt and mistakes made. We totally understand the necessity to bring it up to date to conform with the RSL NSW Act 2018 which only stated about four items to be addressed.
    We are concerned that the ideals and objects of the League have been left out. As stated, before we are not just a charity but a unique organisation where a good deal of our effort and support is to our members who are the veterans, ex Defence and their families. Over the years this support has been extended to serving members of the Defence Force and those transiting out of the force. Wherever the words “charitable purpose” is used the words “aims and objects of RSL NSW” should follow or be included.  These aims and objects are a vital part of our purpose.
    We do accept that the President and the Board have listen to the members on a lot of matters and have changed their complete corporate take-over plan of the League by amending their proposed constitution that was defeated in Dec 2018 and presenting it again. Those members of the League that argued against such a take-over are to be commended for their efforts.
    A Special meeting was conducted of the Gloucester RSL Sub Branch all the above matters discussed, and this feedback form compiled and Carried.  The Price of Liberty is Eternal Vigilance.
Feedback from Lane Cove RSL sub-Branch:
  • General
    The Constitution seems to be disempowering the sub-branches and members and minimising the existing structures and reporting mechanisms. The concerns raised about the NSW RSL was in regard to the executive and State Office not with the Branches or Districts.
    The balance of power in the draft Constitution is to the new Board rather than a member’s representative body such as the Congress or the District Presidents. The Congress should determine strategy, direction, general policy, financial targets, risk goals. The Board (which should be an executive committee) then implements these directions, manages delivery of these goals and targets and reports back to Congress and the members.

    Specific comments
    9.26. Powers of the Board. These do not include Directors responsibilities (such as determine strategy, monitor performance, manage risk, etc). We list the responsibilities of the Sub-Branch Executive in Section 13.8 but not the Board or Directors. Such a list can be obtained from the AICD.
    9.53. Code of Conduct. This needs to be approved by the members or the Congress not by the Board.
    18. Policies and Procedures. These can be developed by management and by the Board but should be approved by the Congress.

    Other comments
    Act of NSW Parliament
    The Act provides directions and parameters for the Constitution and may have pushed NSW RSL in directions it did not need to go. It was disappointing no branch or member involvement in formulating this Act with the Minister. At some future point this Act should be reviewed from a member perspective.

    Remuneration Review
    This is a flawed summary that tries to compare a member led and volunteer organisation with a listed Corporate entity. Director fees should be more modest than this review recommended
Feedback from Hornsby RSL sub-Branch:

  • Following are some general comments which are intended to assist RSL NSW in the development and implementation of a new Constitution.
    What is a Constitution and its Purpose?
    A constitution is intended to be a document which “constitutes” the organisation.
    For a member-based organisation it must clearly define the relationships between the members, who are the organisation, and the various bodies/entities created to control, manage and give effect to the decisions of the organisation. Such bodies/entities include, in the case of RSL NSW Branch, its Sub-Branches, District Councils, General
    Meetings, Council and Board. The Constitution must define the role and purpose of each such entity and how each of those entities is accountable to the members, either
    directly, or through other of those entities.
    The Constitution must also state the purposes for which the organisation exists, its powers and obligations and how those powers and obligations are discharged and given effect.

    What is RSL NSW?
    By the RSL NSW Act 2018 (‘the Act’), RSL NSW is a statutory corporation constituted by and under the Act.
    Clause 1.2 of the Draft Constitution (‘the DRAFT’) states that RSL NSW is also “not-for- profit” and operates as a charity. The DRAFT states “was established, and continues to operate, as a charity”. That statement incorrectly infers that RSL was established for the purpose of being a charity; in conflict with the statements in the Preamble.
    Part 3 of the Act at Section 7, provides that RSL NSW has functions conferred or imposed on it by or under the Constitution and the Act.
    Section 9 of the Act requires RSL NSW “to be the guardian of the Cenotaph in Martin Place” and Section 10 requires RSL NSW “to be the guardian of the ANZAC Memorial Building.
    While these functions might fit within the “Charitable Purpose” stated in the DRAFT, they should be stated explicitly within a Section describing the Purposes, Aims and Objects of RSL NSW.

    Aims and Objects of RSL NSW and the Charitable Purpose
    The old (existing) Constitution began with the Aims and Objects as Section 1. Most constitutions for organisations such as the RSL (and other corporations) state the Aims, Objects or Purposes of the organisation.
    The DRAFT has replaced the Aims and Objects with the Charitable Purpose. To the extent that RSL NSW is a charity (agreed) then the Charitable Purpose must be spelled out and probably within a statement of the broader and total range of Aims, Objects and Purposes.
    We believe that the membership of the RSL see the RSL as more than just a charity. Many (most but not all) of the present Aims and Objects have been caught by the Charitable Purpose or could be forced into the mould with some careful argument. The RSL does not fit easily with Australian charities legislation because, in a very real sense, it exists and was established for the benefit of its members (as stated in the Preamble to the DRAFT).
     
    Members pay membership fees which are part of the income of the RSL. Those membership fees are not intended to be charitable donations (fundraising) and should not be characterised as such. Therefore, we see a problem within Clause 5 of the DRAFT (Application of Income and Assets) where income and assets (which are not confined to charitable donations) cannot be applied to the benefit of members other than in pursuit of the Charitable Purpose.
    We acknowledge that RSL NSW must be registered as a charity to allow fundraising activities. However, the Constitution should recognise a wider range of Aims, Objects and Purposes, including specifically the Cenotaph and the ANZAC Memorial Building. We therefore recommend that Clause 3 be retitled as Aims and Objects and include the Charitable Purpose(s) as an item. The full statement of Charitable Purpose might then be included as an Appendix, providing a more balance view in the primary document.

    Powers of RSL NSW
    Clause 4 should state the Powers explicitly (ie in a list as per the existing Constitution) as well as by reference to other sources of power as per Clause 4.1 of the DRAFT.
    We say this because the Constitution is about the statutory corporation, RSL NSW, not just about the Board and its powers.

    Entities Within RSL NSW and their Respective Purposes
    Members
    Clause 8 (Members) appears to be in the right place (front and centre) to reflect that the RSL is primarily a member-based organisation.
    The other entities that together comprise the RSL NSW organisation need to be defined and their respective purposes and roles should also be stated up front in the Constitution before describing/prescribing how they should operate. The constitution needs to define how each of those entities is accountable to the members.

    General Meetings of Members
    Clause 8.8 to 8.16 provide for the AGM and other General Meetings, including conduct and voting.
    There is no statement of the purpose or role of the AGM or General Meetings of Members in relation to the affairs of RSL NSW.
    There is no apparent differentiation between the AGM and Congress, other than being differently constituted, and an inclusion of some ceremonial functions within Congress.
    Without some statement of role and purpose there is no apparent reason for two separate bodies.
    Many member organisations would constitute the AGM as the primary governing body with the Board appointed to perform the directions of the membership, as expressed by the General Meeting (or Congress) and to act on behalf of the membership between general meetings of the members.
    The Constitution plainly gives much power to the Board but without describing how it relates to and is accountable to the General Meetings of members and the Congress.

    Congress
    Refer comments re General Meetings above.

    The Board (and Directors)
    Before describing how the Board is to be constituted, elected etc, the role and purpose of the Board should be stated up front and in relation to the other entities comprising the RSL. Because this has not been done, the Constitution does not focus adequately on the strategic, governance and policy functions that are required of such a Board and, at
     
    times, descends into matters of micro-management (eg approving any Sub-Branch dealing in (any) Property greater than $5,000 and certain membership matters).
    The Constitution must describe how the Board is accountable to the members, either through the General Meeting or through Congress.
    Accountability issues, which should be explicitly stated in the Constitution, include requiring the Board to:

    Submit annual budgets and proposals for income and expenditure to the
    membership. That requires a statement of all proposals for all revenue raising, membership capitation fees, administration costs, Director’s remuneration,
    expenditure proposals (activities) etc, together with business cases as appropriate;
    Annual reporting of performance of RSL NSW to the members (as well as reporting to the Minister) against the budget and business proposals.

    Sub-Branches
    For the vast majority of members of the RSL, the Sub-Branch is the RSL. It is the point where the organisation (RSL) “meets” the member and vice-versa.
    The Constitution should describe the role and purpose of a Sub-Branch (ie its positive contribution) before describing its obligations and any limitations on its powers (the negative constraints). Without positive direction to the purpose of Sub-Branches, the RSL will eventually die. The new Constitution is an opportunity to breathe new life into the RSL, not a means of choking it to death.

    District Councils
    We agree with the continuation of District Councils and acknowledge that the intention is to increase the role and utility of District Council.
    As for Sub-Branches, the role and purpose of District Councils must be described in the Constitution.

    Application of Income and Property
    Refer to our comment above to the effect that Membership fees paid by Members should not be characterised as fundraising solely for the Charitable Purpose.
    In consideration that RSL NSW is more than a charity, the Constitution might need to provide for the separation of funds, income and assets between fundraising/expenditure for charitable purposes and other.
    At Sub-Branch level, Hornsby has created a separate bank account for fundraising for charitable purposes, as well as maintaining separate accounting within the SB accounts.

    Board Consent to Sub-Branch Property Dealings
    Clause 13.74ff of the DRAFT. This whole section of the DRAFT is inappropriate for a Constitution and the constraints are unworkable and archaic.
    The Constitution might be worded to give the Board the power to issue delegations of authority to Sub-Branch Trustees to deal with Sub-Branch Property, with Board consent
    required outside delegation limits. The Board could then define delegations appropriate to each Sub-Branch that would be appropriate to the specific Sub-Branch (or class of SB) circumstances. Delegation Schedule should be of the nature of SOPs, not form part of the Constitution.
    As presently drafted, Trustees of medium to large Sub-Branches could not manage their asset portfolios responsibly, and the Board would be unnecessarily tied up with
    administration of dealings and transaction.
    [In Clause 13.77, last sentence, note that the consent of the “Delegate” is stated ambiguously. The term implies that consent may be by the Board’s (“its”) Delegate, but because Delegate is capitalised it must refer to the Sub-Branch Delegate appointed to attend and vote at a General Meeting.]


    BRIG Neil Turner AM RFD (Retd) Honorary Secretary,
    Hornsby RSL Sub-Branch

Feedback from Brooklyn RSL sub-Branch:
  • A thoroughly disappointing second draft that has taken little regard or recognition of the extensive feedback from the League as a whole regarding its expectations on the roles, responsibilities and activities of the Board. Further, the role and devolvement of responsibility to District Councils is vague to the point of being non effective and therefore affectively, has been ignored.