Have you got a governance change question?
The Governance Roadshow Information Sessions are in full swing and there have been some consistent questions asked by the membership about the changes so here is a summary of those questions with an answer!
If you have any more questions you would like answered please email Rick at firstname.lastname@example.org no later than THURSDAY 2ND AUGUST 2018.
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Is governance reform necessary for a smallish organisation like PCV? | [BACK TO QUESTIONS]
Unequivocally yes! Size doesn’t matter. Good governance principles apply to every organisation regardless of size. Poor governance doesn’t matter until something goes wrong and it will be the well governed organisations that are well placed to deal with challenges and difficulties as they arise, and will have both the ability and capacity to plan for the future. Standing still is tantamount to going backwards and constant reform is always important.
For the record, Pony Club Victoria fits in the top 50% of ALL sports as far as size goes ... so we really aren't small!
What is ‘Good Governance’, I hear this mentioned all the time? | [BACK TO QUESTIONS]
The Australian Sports Commission; the peak agency for sport in Australia, has developed national guidelines which have been adopted by Sport and Recreation Victoria as a best practice benchmark for governance. The new PCV structure is based on these best practice guidelines. VicSport have produced recommendations based on the ASC benchmarks and which Sport and Rec Victoria are requiring sports to achieve, this is available below.
BEST PRACTISE GOVERNANCE PRINCIPLES | VICSPORT BOARD STRUCTURE GUIDELINES
Why do we need a board, why can’t we just have the State Council? | [BACK TO QUESTIONS]
Under the Associations Incorporation Reform Act 2012 the organisation is governed by ‘the committee’. PCV currently has a committee it is called the State Council. Your club has a committee (usually called ‘the committee’). Whether called the committee, State Council, or board the responsibility is the same. What differs is the good governance principles behind the terminology. All members of a board are appointed by the real owners, in PCV’s case, clubs (and appointed directors are appointed by elected directors on behalf of all clubs), whereas the State Council is not elected by all of the real owners (clubs). Clubs only elect 1 of the 10 current zone representatives and have no say in the other 9 including providing voting instruction or holding to account for decision making. In general terms, State Council is a ‘management committee’ as is your club ‘committee’.
What is the difference between a ‘board’ and the State Council? | [BACK TO QUESTIONS]
By definition State Council is a Management Committee. In simple terms a management committee will work well with smaller organisations with simpler structures, single or few income streams, does not employ staff, has local or relatively low risk activities, exist for a single purpose (ie run a club and its events), and is more concerned with the daily operations (next day, next month, next year). On the other hand, a board will work for larger organisations with more complex structures, has multiple income streams, employs staff to run the day to day operations, exist for several purposes (ie manage an equestrian centre, provide resources to other entities (clubs), train volunteers, has medium to high risk operations and activity, and is strategic (looking forward to the next year, next 5 years, next 10 years and beyond). While in the early days of PCV a management committee (State Council) was appropriate, the good work of Council has meant PCV is now of a size and complexity that governance moves to the next level.
I want a professional board – will it be paid? | [BACK TO QUESTIONS]
Board members, like State Council members, will be entitled to have their reasonable expenses reimbursed and board costs will be a line item in the budget as are State Council expenses now. However, as with all equivalent State Sport Associations, board members will be volunteers.
Will there be 3 board members each from the inner and outer zones? | [BACK TO QUESTIONS]
No. Board members will come from nominations from interested people throughout the state. An important feature of the governance reform is that people won’t be “representing” any area, zone, club etc.
How do smaller zones get represented? | [BACK TO QUESTIONS]
Zone reps will be members of State Council as they are now, without the conflict of trying to find a balance between representing your zone and the state as a whole (which at times may have conflicting interests), your zone rep will be even more focussed to ensure your zones views and best interests are heard. Board members are to look after the best interests of Pony Club throughout the state.
Why haven’t we heard about the state government’s requirement that from 1st July 2019 all sports board must comprise 40% women? | [BACK TO QUESTIONS]
Pony Club is lucky to have a large number of women in senior positions, including on the current State Council, and it is expected that some will nominate for the board. The board will, through the nominations process, be able to identify suitable women to appoint to the board to make up the 40% if needs be. Ideally women will nominate and be elected. Pony Club leads the way with gender diversity, however diversity needs to be guaranteed into the future as best practice governance. In the current structure it will be difficult to achieve the mandated quotas as PCV has no effective way to ensure that of the 14 people currently serving on State Council, 6 of them will be female. Because clubs vote for a Zone representative who then represents that Zone at State Council, PCV has no mechanism to go back to clubs and request that Zones provide a female zone representative.
How long will the first 6 board members’ terms be? | [BACK TO QUESTIONS]
Two of the first 6 elected will have 1 year terms, two 2 year terms and 2 three year terms to ensure there is a regular rollover and not all 6 coming up for election at once.
Can an external person be suggested for appointment to the board? | [BACK TO QUESTIONS]
Of course. Any such person will need to go through the nominations committee process to fill a vacancy either at election or by appointment.
Isn’t this all happening too quickly, isn’t it all a bit rushed, we need to get this right and rushing may lead to mistakes? | [BACK TO QUESTIONS]
A No, this review isn’t rushed at all. The review of governance commenced in 2015 with the formation of the Governance Committee. Over the past 2.5 years the committee has been working with State Council, Sport and Rec Victoria and other stakeholders reviewing governance and formulating the needed direction. An independent governance consultant was engaged in 2017 to assist in putting together the finer details including a draft constitution and to assist in PCV beginning the more comprehensive consultation process with clubs and individual. The current roadshows to all zones is part of the consultation where PCV is able to outline the proposed path forward and to receive feedback.
Is this process rushing when the EO has only just started? | [BACK TO QUESTIONS]
Absolutely not. The EO has made it clear that he wants this process to take place and for change to be effected as soon as possible. The EO would not have taken the job if everything was to remain the same: he would not be able to work effectively in the current structure.
I feel deflated that there won’t be any change at club level as there is just too much work to do. | [BACK TO QUESTIONS]
Over time systems and processes will change to relieve the burden by having the office systems, including technology, improve and for such things as rule changes to be made more effectively than presently.
Will parents/guardians of U18s be denied membership if they don’t comply with PCV rules and regulations including the Working with Children Check process? | [BACK TO QUESTIONS]
Yes. It is essential and fairer that everyone associated with PCV is a member and abides by the rules.
Will external board members be members of PCV? | [BACK TO QUESTIONS]
Usually external board members are not formal members of the organization that they serve. Their conduct is regulated by a Board Charter or Code of Conduct which is in line with standard corporate governance. For example a board member of BHP may not hold shares in BHP where shares create a form of membership of BHP.
Will a board member chair a board committee? | [BACK TO QUESTIONS]
Most often yes. Quite often the chair of a Finance Committee is independent to ensure that the finances are given oversight by someone who has no skin in the game, as it were. Board members and the EO would usually also sit on the Finance Committee.
Are there terms of reference for the board and board committees as yet? | [BACK TO QUESTIONS]
A Nominations Committee Charter, or terms of reference, has been prepared to date and others will follow. The terms of reference for State Council, as a board committee, are set out in the Constitution.
How hands on will the board be and what will the meeting schedule be? | [BACK TO QUESTIONS]
The board will likely schedule monthly meetings to get up to speed and make some decisions. Over time it may modify the meeting schedule. Board members are not hands-on: that role is for management. Board members will have additional commitments to the board committees that are established such as Finance, Audit & Risk, Nominations and any others required. There may also be specific working groups established from time to time to deal with time-limited specific issues.
Can anyone stand for the board? | [BACK TO QUESTIONS]
Yes so long as they meet the criteria set by the Board, through the Nominations Committee, which will address the skills needed on the board. Any candidate will need to resign any leadership role he or she holds in any pony club related organisation should he or she be elected so as to avoid wearing “two hats” and being conflicted.
Who will be on the Nominations Committee? | [BACK TO QUESTIONS]
Two or three board members plus a couple of people from outside PCV who have recruiting, other sport, or business experience. It is never the case that the Nominations Committee comprises only board members.
What happens if a board member of the Nominations Committee is up for election? | [BACK TO QUESTIONS]
He or she will stand down and be replaced by someone else who is suitable, whether from within or without PCV.
How will rules changes be dealt with? | [BACK TO QUESTIONS]
State Council and the Rules Committee will work together to make recommendations to the Board. The Board has a responsibility for risk matters so has the final right to approve any rule change and will ensure that sufficient consultation and due diligence has been performed. However it is unlikely (though not impossible) for it to second guess the advice of the people on the ground. The process should be more efficient.
It is said that the PCV constitution does not comply with the relevant legislation? | [BACK TO QUESTIONS]
That’s right it doesn’t. It needs to be consistent with the Associations Incorporation Reform Act 2012. There was a 12 month window during 2013 in which to become compliant but this has not occurred. There is no “penalty” for not being compliant but every effort should be made to comply.
How is Sport & Rec Victoria funding relevant to this governance reform? | [BACK TO QUESTIONS]
SRV wants all the bodies that it funds to be properly governed and one of its requirements is that they all have boards and not committees of management which is what State Council currently is. As part of PCV’s ongoing funding it must report about the progress of its governance review and move to a board and what is an acceptable structure. SRV can withhold funding if its terms and conditions are not met and as approx 30% of PCV funding comes from the government it would not be a good idea to imperil it.
How will Zones be reflected in the constitution? | [BACK TO QUESTIONS]
Zones are mentioned in the existing constitution to describe them only. The powers and responsibilities of the Zones are set out in the PCV bylaws in considerable detail. Zones will continue to exist and function and provide an essential role in the chain of communication between clubs and the Board through the agency of the Zone Rep who will continue to sit on the State Council providing advice to the Board. Zones and Zone Reps will continue to look after the best interests of the clubs in each zone on a day to day basis. This will be the focus of the activities of Zone Reps as the responsibility for managing PCV will reside with the Board and the office.
The proposed constitution mirrors the existing constitution and recognises zones, although the wording is different it means the same.
1. Ensures zones are established
2. Outlines how zones will be allocated member clubs
3. Outlines how each zone is a member of State Council
The only difference is the role of zones in State Council. In the existing structure zones representatives work on day to day activities of the zone, State Council and PCV as a whole, in the new structure the zone representative will still be working on the activities of their zone and State Council, and will provide information to the board on items of significance rather than being involved in the day to day running of the Association. Zones will be defined within Bylaws.
Can the constitution be changed without having a board? | [BACK TO QUESTIONS]
No. SRV and VicHealth require a board (or committee) to have board directors (or committee) not be appointed based on who they represent. Directors must be elected by the entire membership based on the skills they bring to the board (committee). Currently only part of the State Council is elected by all the member clubs.
All this change will take too long to have any useful effect. | [BACK TO QUESTIONS]
If there is no change PCV withers and dies. New additional people and resources will bring new energy, combined with vision and a focus on the future, should see change occur quickly in some areas and not so quickly elsewhere. Given that State Council has not addressed, at any of its meetings, the decline in membership,does not have a medium or long term financial plan, and whose strategic plan has currently expired, there is nothing to be lost from chancing on change.
The changes implemented to increase membership have worked! | [BACK TO QUESTIONS]
The changes to allow adult riders to join Pony Club and the implementation of the Riders without Horses program has locally made a difference to otherwise declining club membership. One club went from 3 to 16 riders implementing the Riders without Horses program, whilst another club is operational as a result of their adult riding members. While these examples are positive, in general, a lack of strategy is holding up progress in identifying means to assist clubs with attracting and retaining members. A board structure will provide focus on strategy to improve membership and other initiatives important for clubs and members.
There has always been an issue with complaints and grievances, does the new structure address this shortfall? | [BACK TO QUESTIONS]
Yes. The current goveranance structure significantly hinders PCV's ability to actively help clubs who are experiencing discipline and grievance issues. The new structure incorporating all members of clubs as members of PCV, will ensure the capacity to properly deal with issues making it fairer for all and less stressful for those involved. It is also a requirement under the Associations Incorporation Reform Act 2012 that a grievance and discipline process is in place, this therefore will be within the new constitution.
Does the new constitution comply with legislation? | [BACK TO QUESTIONS]
Yes. The constitution has been written with the requirements of the Associations Incorporation Reform Act 2012.
What is the board’s risk and liability if things go wrong? | [BACK TO QUESTIONS]
The same as it is now. State Council is the ‘committee’ as far as the Associations Incorporation Reform Act 2012 is concerned, which carries certain responsibilities and penalties. The difference is that focussing the board on its three key areas of responsibility (finance, risk and strategy) and ensuring operational matters are left to State Council, committees and the office will allow a greater level of security for volunteers whether on State Council, the new board, or the various committees.
Why have the results of the membership Market Research Survey not been released, there was a slide in the roadshow presentation from the survey that shows members were not happy with the current structure? | [BACK TO QUESTIONS]
While PCV would have liked the results to been completed much sooner, to a large extent delays were out of PCV hands. A great deal of information was gathered which did need to be properly interpreted, much of this is being handled by volunteers and pro-bono work by the consultant. The results are being finalised and will be available shortly. The graphic presented in the Information Session slides was one element able to be taken from the incomplete draft of survey results.
In the draft constitution it mentions there is no right of appeal for grievances. How is this fair and how does that fit with Consumer Protection? | [BACK TO QUESTIONS]
The draft rules concerning grievances apply the principles of Natural Justice, that is everyone has a right to be heard and present their case, to question their accuser and to be treated fairly and impartially. The grievance clause allows for Natural Justice. This is consistent with consumer protection requirements.
What is the danger of the new board being populated with people with no Pony Club experience? | [BACK TO QUESTIONS]
The 6 elected directors must first be nominated and seconded with the approval of a club, it is therfore unlikely that many or any of the elected directors would not have some Pony Club connection. The 3 appointed directors may or may not come from outside Pony Club and will be appointed to fill any skills gap and thus add to the overall benefit for Pony Club decision making.
Won’t the new board run the risk of being too far removed from the grass roots of Pony Club and thus be seen as another committee sitting in an ivory tower? | [BACK TO QUESTIONS]
No. There will be more checks and balances in place that will ensure the board remain connected to membership than there is today, and balance being strategic (thinking about the big picture) while giving members what they want and need. The State Council will provide operational advice, as will the state office which will also provide updates on strategic initiatives, and the various committees will provide updates. All of this will feed into decision making on strategy and initiatives to make PCV and clubs stronger.
Considering how hard it has traditionally been to find zone reps, how will we find enough suitably qualified people for the board? | [BACK TO QUESTIONS]
Experience from other organisations who have gone through this change has shown this has not been a problem. There will be many keen PCV supporters who have untapped skills and would love to contribute however perhaps are not ‘horsey’and feel uncomfortable or ill equipped tp deal with the specific horse/competition technicalities that are an integral part of the zone reps position. There will be some who perhaps are not able to commit to the huge operational workload of the current zone reps position however they do have certain skill and experience which they want to use to help Pony Club. These changes should make both board positions and zone council positions more accessible and acheivable to more members.
How do we submit feedback? | [BACK TO QUESTIONS] | BACK TO GOVERNANCE PAGE
All feedback from the roadshow chats about the constitution and other documents should be sent to email@example.com no later than THURSDAY 2ND AUGUST 2018.