Leisa Donlan www.committee.com Everything you ever wanted to know: - - PowerPoint PPT Presentation

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Leisa Donlan www.committee.com Everything you ever wanted to know: - - PowerPoint PPT Presentation

Leisa Donlan www.committee.com Everything you ever wanted to know: www.goodgovernanceconsultants.com.au Disclaimer: This is practical advice based on our work with associations and charities. The contents of this presentation do not constitute


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Leisa Donlan www.committee.com

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Leisa Donlan www.committee.com

Everything you ever wanted to know: www.goodgovernanceconsultants.com.au

Disclaimer: This is practical advice based on our work with associations and charities. The contents of this presentation do not constitute legal advice, are not intended to be a substitute for legal advice and should not be relied upon as such. You should seek specialist advice in relation to any particular matters you or your organisation may have. This presentation is the intellectual property of Good Governance Consultants and may not be re- presented without our permission

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Leisa Donlan www.committee.com

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  • Committee Checklist
  • Role of the Committee
  • Job Descriptions
  • Code of Conduct
  • Performance Review
  • Induction
  • Recruitment, Succession & Retention
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  • Are all the office bearer roles filled?
  • Were they appointed in accordance with the Constitution?
  • Do you have a Public Officer?
  • Does the Committee’s collective experience and competence meet
  • rganisational needs?
  • Do you encourage and promote diversity in your Committee?
  • Do Committee members have a good understanding of their role?

Continued ….

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  • Does the Committee understand its legal responsibilities?
  • Do you have written ‘job descriptions’ for Committee positions?
  • Do you have a written ‘job description’ for the Committee as a whole?
  • Do you have a statement of Protocols or a Code of Conduct?
  • Do you have Committee performance measures in place?
  • Do you have an induction procedure for new Committee members?
  • Do you have a succession plan for your Committee?
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The Committee (or Board) is:

  • the governing body of the Association
  • responsible for managing its affairs.

Committee members should be prepared to make a significant commitment and fully understand their role. The Committee is accountable to members for Good Governance of the

  • rganisation.
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Governance encompasses the system by which an organisation is controlled and operates, and the mechanisms by which it, and its people, are held to account. Ethics, risk management, compliance and administration are all elements

  • f governance.*

Committees are responsible for the governance of their Associations. Members appoint the Committee and the Auditors and satisfy themselves that appropriate structures are in place.

* Governance Institute of Australia – What is Governance

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  • Its about

– watching what’s happening in the club

  • Its about

– thinking ahead to the future

  • Its about

– remembering its not your club or your money

  • Its about

– the vibe of the thing, your ethics & those of your club

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  • Any person elected or appointed to a position on the

committee is considered a company director.

  • Your constitution should clearly define who is a

“committee” member.

  • This includes entire committee, not just “the

Executive”.

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  • 18. MEMBERSHIP OF MANAGEMENT COMMITTEE

(1)The management committee of the association consists of a president, vice-president, treasurer, and any other members the association members elect or appoint at a general meeting. (2)A member of the management committee, other than the secretary, must be a member of the association. (3)At each annual general meeting of the association, the members of the management committee must retire from office, but are eligible, on nomination, for re-election.

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  • Common law concept
  • “A fiduciary is a person or organization that acts on behalf of another in

circumstances which give rise to a relationship of trust and confidence.

  • A fiduciary is bound ethically to act in the other's best interests.
  • A fiduciary might be responsible for general well-being, but often the

task involves managing the assets of another person, or of a group of people.”*

  • Are you a fiduciary????

* Investopedia

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  • Must act honestly, in good faith, and to the best of their ability in the

interests of the organisation.

  • Must exercise due care and diligence; what would a reasonable

person do?

  • May not profit unless with Board’s informed consent and in some

circumstances, members’ consent

  • Must not allow conflicting interests or personal advantage to override

the interests of the organisation.

  • The organisation must always come first
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  • Protection for members
  • Limits liability: “corporate veil”
  • Entity is sued, not individual
  • Credibility and legitimacy
  • Ownership of assets and liabilities
  • Ease of succession from member to member and Director to Director
  • A new independent entity is created; more than a gathering of interests
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Incorporated

  • 50 MEMBERS
  • Club only is liable
  • Assets sold
  • Outstanding debt unrecoverable
  • Members Protected

Unincorporated

  • 50 MEMBERS
  • All members jointly liable
  • Personal assets threatened
  • Only one may need to pay
  • No Protection
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– Incorporated Association (Office of Fair Trading) – Company Limited by Guarantee (ASIC) – Co-operative – Special Act of Parliament or Letters of Patent – Union of Employers or Employees – Church or Religious Group – Indigenous Group

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  • Level 1 – Over $100K: No changes to insurance
  • Level 2 – $20K - $100K: Can Choose no insurance
  • Level 3 – $20K: Can Choose no insurance

– Must review annually, check with your sport, advise members, those nominating for committee, people applying for membership and anyone club MAY have dealings with. – Check your rules & sporting body

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Financial limits based on turnover or assets:

  • Level 1 – Over $100K

– No changes to audit

  • Level 2 – Between $20K & $100K

– Accountant to confirm accounts (not audit)

  • Level 3 – Up to $20K

– Treasurer’s Statement Only

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  • Members can request annual financial statement. (28 Days) $300 Fine.
  • New model rules, update constitutions
  • Act takes precedent over your rules.
  • Membership list restrictions (no advertising).
  • Minutes must be supplied on request (28 Days)
  • Registration can be cancelled for failure to lodge annual report.
  • Incorporation can be refused.
  • English only for names & rules
  • Using new technology for meetings allowed – check your rules.
  • Quorum minimum changed.
  • Casual vacancies, secretaries status & functions all clarified.
  • OFT can request documents – failure to provide $1,500 penalty.
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  • Associations Incorporation Act
  • Committees

– Require a minimum of three positions – President cannot be Treasurer

  • Committee Members Must Be

– Members – Living – 18 years or older – Reside in Queensland unless Secretary (65kms of border) – Not be insolvent or a bankrupt – Not be convicted of an indictable offence (In last ten years) – Not be a mental patient within the legal meaning (Mental Health Act)

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  • Required Reading – your mini law

– States the rules of the club, NOT the rules of the Sport – Tells you about membership rules – Ordinary, Other, Life – Tells you about committee meetings & voting – Talks about accounting procedures – Is usually the “final point” – Should be reviewed five yearly for conflicts or changes – Can be changed whenever required by an easy process

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  • General Requirements

– Maintain minimum seven (7) members – Have a registered office which could be the Secretary’s home (Sec 17) – Obtain a common seal including “Inc” (Sec31) – Ensure all documents show Association’s name, including internal documents (Sec 32) – Have a bank account and keep all property in the club’s name (Sec 24) – Obtain public liability insurance (Sec 70) – Keep a set of books & have them audited (Reg 9 & Sec 59) – Control the Business and operations (Sec 60) – Lodge an Annual Return (Form 12) – Notify changes to OFT (From 10a)

OF THE

C

  • m

m

  • n Se

al

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  • For Members

– Ensure a copy of the constitution is available to all members (Sec 53) – Ensure audited financials are submitted to members at the AGM (Sec 59) according to Level Requirements – Always ensure an appropriate Secretary is appointed (Sec 66) – Ensure an AGM is held every year (Sec 56) – Make sure the club complies with the rules (Sec 57) – Keep minutes (Reg 9)

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  • For Each Other

– Be aware of the duties of the Secretary and make sure they are carried out – Share in the responsibility for financial monitoring – Perform duties with care & skill – Act in good faith – Advise any conflict of interest – Ensure correspondence addressed to the club is handled by the entire committee – Make sure all paperwork contains facts and is accurate. – Be aware of the impression of having relatives on committee – Address any issues of staff / votes & committee representation

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  • Knowledge Impacts on Recruitment
  • Ensure processes are in place to protect volunteers & staff
  • Publish the information with the nomination form
  • Try to budget for Association Liability Insurance
  • Take conformance issues seriously
  • Show a professional Club is behind their volunteers
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  • Committees exist to govern the Association on behalf of members, within the law and

making the best use of available resources.

  • Committees are teams made up of individuals, representing diverse views, skills &

experience, however

  • Individuals do not govern; only the Committee, as a single entity, speaking with one

voice, has the authority to make decisions.

  • The Boardroom should be a safe space for vigorous debate, but
  • Once a decision is made, every Committee member must publicly support the

decision, show a united front and speak with one voice.

  • What goes on in the Boardroom, stays in the Boardroom!
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  • Must lead by example - create & maintain a healthy culture

– abide by the code of ethics/conduct – demonstrate strong and relevant values – be committed to the Association’s vision – avoid conflicts of Interest – maintain confidentiality – ensure fairness and equity – conform with organisational policy.

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  • Must behave and interact with each other appropriately e.g.

– timely attendance at Committee meetings – paying attention & putting down the mobile – participation in Sub-Committee and Working Groups as required – being prepared for meetings – reading agenda papers and reports; and preparing them as required – participating in debate – being courteous to all members – listening to the views of others – maintaining Committee confidentiality.

  • Can’t manage the affairs of the Association if they can’t work together.
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  • Everyone performs better when they know what is expected of them
  • Elements of Job Description (keep it simple)

– Title – Method of election / appointment – Role overview & purpose – Duties & Performance Standards – Skills & Experience or Qualifications – Soft skills & behaviours

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  • President as Chairperson; ensure:

– the agenda is prepared, usually with the help of the Secretary – the meeting starts and finishes on time – attendees, apologies and minutes are recorded accurately and in sufficient detail – meeting rules are followed – everyone gets a chance to speak on each topic – business is conducted in an orderly manner – discussion is focused on the agenda item of the moment Continued….

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  • President as Chairperson; ensure:

– discussion is courteous at all times – the views of all members are respected – decisions are made according to the rules of the organisation – tasks are delegated appropriately and fairly – all guests are welcomed and understand their rights at the meeting – minutes are signed as a true and correct record.

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  • President as Public Face / Leader

– act as the leader of the Association and embody its principles and values – be the primary spokesperson for the Association – be the public face of the Association – be an Ambassador for the Association – ensure that the Association is pursuing its strategic goals – ensure that the Association is achieving good governance practice.

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  • Vice-President stands in for the President as “next in line”

– Vice-President role is often limited or unclear. – Assign some other substantive role (such a Portfolio Chair) so that they have the opportunity to contribute and also gain experience in chairing and leadership. – Work with President to understand role and prepare for succession.

Continued….

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  • Assist The President
  • Should know how to chair a meeting
  • May handle Governance Issues
  • Are usually responsible for Strategic Planning
  • May be good candidates for volunteer management
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  • Ensures members’ money is spent wisely and for a proper purpose e.g.

– Organisation finances are managed appropriately – financial reports are prepared for the Committee – budgets are prepared and approved, in line with annual plan – recommendations on income and expenditure, investments and debts – records are kept of all incoming and outgoing payments – audit requirements under the Associations Incorporation Act are met

  • Actual tasks may be performed by others
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  • Secretary is the public officer; ensures that:

– records of the organisation are kept – incoming and outgoing correspondence is managed – meetings are called in accordance with the Constitution – agendas are prepared (in conjunction with the Chairman) and circulated – formal minutes of all meetings of the Board are recorded, approved & kept – Chair of the Risk and Governance Committee Continued….

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  • Preparation Is The Key

– Plan the meeting – Advise the committee and prepare the agenda of the meeting – Take minutes at the meeting – Prepare & circulate the minutes – Follow up on business from the meeting – Sort and delegate correspondence

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  • Report on last month’s accomplishments and this month’s goals
  • Participate in debate
  • Suggest new things
  • Take part in strategic planning
  • Use good manners
  • Chair specific task groups or standing committees
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  • Meeting Agendas

– Should show proposed motions – Should include Clubs aims or mission – Should not be amended after distribution unless its an emergency – Should be available at least a week ahead of a meeting – Should include the minutes of the last meeting, written reports & action list

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  • Minutes of Meetings

– Chairperson Opens Meeting & Remarks – Minutes of the Previous Meeting – Outstanding Business – Correspondence – Chairman’s Report – Treasurer’s Report – Adjourned Business – Specialist Reports – Strategic Management – General Business – Date of Next Meeting – Official Closing

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  • Flying Minutes or Resolutions By Circular

– Can be via email, fax or letter – All Directors vote – Is recorded in the minutes of the next meeting as a decision – Should be individually numbered and state a concise MOTION with background information. – May impact on the constitution

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  • Policies or By Laws

– Templates make them easy to develop – Can be quick or extensive – Give guidance above the constitution – Each handle a different situation – Should be kept on permanent record – Allocate reference & subject – Easy to update, amend or rescind

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  • The Chair’s In Charge

– Know who has a right to vote – Keep to Time – Control speakers topics and language – Focus discussion on the agenda – End discussion when necessary – Summarize and resolve the issue – Be careful of overpowering the group

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  • Voting

– Assumes some won’t agree – Clear & open – Proves commitment to the motion

  • Consensus

– Assumes all can agree – Is democratic & equal – Can avoid conflict in the meeting

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Conflict can benefit the Club

  • Causes Are Usually

– Individual / Constituent – Organisational / Cultural

  • Outcomes

– Usually negative if not handled quickly and effectively – May be beneficial ???

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  • Motions should

– Be specific – Be clear & concise – Be on behalf of the Club, not the person – Be brief – Begin with ‘that’

MOTION: THAT the club purchase a new trailer for ground maintenance. Proposed by: Leisa Donlan Seconded by: David Duchovny Carried Unanimously

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  • Follow the agenda
  • Try not to detail every point of discussion
  • Summarize relevant points, not who said what
  • Accurately record the motions
  • Attendance, apologies & guests
  • If using the strategic committee model, ensure all reports have been

written and included with the agenda

  • A hard copy must be kept in a book, even if you keep electronic ones
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  • Revisit any authorities every year with new

committee members

– New committee may be uncomfortable with “established” behaviours – Processes should be clear & easy to understand

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  • Create overall JD and review annually with new committee
  • Align with strategic plan – mission, pillars, objectives
  • Focus the group on tasks and achievements for the year ahead
  • Tie in with Committee performance review process and cover:

– Purpose: short statement setting out role for the coming year – Key Responsibilities: to both the organisation and to the Committee group itself – Expectations: those that you have as a Committee of yourselves and those that you believe your members and stakeholders have of you.

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Purpose: The purpose of the Committee is to lead the organisation with integrity, diligence, responsible governance and decision making; to work towards our vision and goals with forward-thinking, creativity and innovation; and to represent the best interests of our members at all times. Key Responsibilities: To the organisation:

  • Develop and implement the strategic direction of the Association in accordance with our Objects, Vision and

Strategic Plan

  • Ensure a healthy and productive Organisational culture
  • Lead by example in terms of values, ethics and integrity
  • Ensure fiduciary and legal obligations are met
  • Plan, monitor and evaluate performance and the effectiveness of programs and projects
  • Cultivate appropriate networks and listen to the views of stakeholders

To the group:

  • Act in good faith, respect confidentiality and declare conflicts of interest
  • Participate constructively in all Committee debates, promote robust conversations and respect the views of others
  • Be courageous - make the hard decisions and question accepted realities
  • Be informed and prepared for all meetings
  • Be a proud ambassador

Expectations: Relevant, contemporary and representative leadership; to act at all times in accordance with the aims, principles and values of the organisation; to communicate plans and priorities to members; to advocate on their behalf on a range

  • f issues; to be accountable and transparent; to deliver appropriate services and activities; to listen to members and

give them the opportunity to be heard.

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  • Constitution & By Laws
  • Policies & Codes of Conduct
  • Position Descriptions & Contact Numbers
  • Authorities & Delegations
  • Minutes of Past 12 Months
  • Contracts, Agreements & Funding
  • Strategic & Recruitment Plans
  • Ongoing Sponsorship or Other Obligations
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  • Set “tone from the top” – code of conduct gives committee guidance
  • Needs to be a ‘living document’

– simple, relevant and used or referenced regularly – reviewed for currency every 3-5 years (same time as Constitution review)

  • Developed to reflect objects and goals e.g. ask:

– what is the fundamental purpose of our Association? – what is important to us and our members? – what makes us proud to be involved? – what would disappoint us?

  • Reference Vision and Values – what principles would support them

– if one of your values is ‘integrity’, what Committee behaviours does that require?

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  • Things that are important & set the context e.g. Junior Football Club

– We believe that having fun and active participation are the primary aims of junior sport and will pave the way for social development and good health in future years. – We believe that every child should have the opportunity to participate, regardless

  • f skill or ability, and should be encouraged to fulfil their potential.

– We embrace diversity and encourage acceptance among players, officials and parents. – We hold paramount the physical, mental and emotional safety and well-being of

  • ur players.
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  • How Committee members act in support of the guiding principles e.g.

– Uphold and act in accordance with the Guiding Principles at all times – Act with honesty, integrity and in the best interest of the Association. – Make decisions fairly and impartially – Respect the confidentiality of meetings – Exercise due care, diligence and skill in fulfilling their role – Focus on issues rather than people or positions – Use the resources of the Association for a proper purpose – Be independent in judgement – Fully participate in debate and deliberations – Avoid conflicts of interest or where not possible, declare them as soon as possible.

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  • What to measure

– Refer to Committee job description

  • How far to go

– Confidential survey – Chat with President – Self reflection

  • Survey

– Purpose – Organisation – Committee – Expectation – Additional comments

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  • New Committee members have a lot to learn - A good induction

process gives then the help they need

  • More than a just manual
  • Start before the election – a nomination package should contain

information about Committee membership and a checklist

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  • Have you reviewed the Constitution and are you happy to work within it?
  • Have you reviewed the organisation’s Strategic Plan?
  • Do you know what is required of Committee members?
  • Are you willing to contribute the time and skills necessary to meet those

requirements?

  • Are you aware of your legal, fiduciary and ethical responsibilities?
  • Have you read the organisation’s most recent Annual Reports and other

publications?

  • Are you satisfied with the achievements of the organisation and the direction

it’s heading?

  • Would you be proud to have your name associated with the organisation
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  • a copy of the Constitution, plus any by-laws or rules if you have them.
  • a copy of the Association’s Strategic Plan
  • a copy of the Code of Conduct
  • a copy of the current Committee Role Description
  • a copy of current governance policies
  • minutes of the last several meetings
  • the last Annual Report including financial statements
  • committee contact list
  • committee meeting schedule.
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  • Only needs to be 10-15 minutes
  • Should cover:

– Their position description – Read through of policies relating to them – Discussion of the clubs management flow chart – Any special rules or regulations – Written acknowledgement of:

  • Any equipment they have taken custody of
  • Their willingness to abide by the club’s policies
  • Proof of identification and blue card (if required)
  • Contact details for their supervisor
  • Details of any training they have or are willing to undergo
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– Well prepared – Attend all meetings – Sets goals for their portfolio or job – Recruits new committee members and volunteers throughout the year – Realises their responsibilities and takes them seriously – Asks questions (best outside of meeting) – Attends office or club house if there is one – Attends all functions or activities – Puts systems in place for the future – Thinks strategically – Handles people and conflict with confidence – Is polite and professional to their colleagues

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Problem: Don’t turn up to meetings Indicates poor commitment Solution: Attendance procedure

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Problem: Sole contribution is motion of thanks Need to be loved Solution: Allocate Portfolios

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Problem: Not often good workers Packaging can be misleading Solution: Use them as figureheads

  • r advocates
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Problem: Don’t contribute anything to meetings Solution: Always ask for their input during meetings Always good for a quorum

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Problem: Focus on details not the issue Solution: Motions on agenda Constitutional review portfolio

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Problem: Past their use by date (this will differ) Tired and lack of enthusiasm Can deter newer committee Solution: Ascendancy Plan Strong Recruitment Plan Have them identify their own replacement

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Problem: Professional sufferers Never feel heard or recognised Negative / Passive Complain outside of meetings Solution: Allocate Portfolio Outside of Mainstream with Lots of Profile

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Problem: Hidden agendas Usually destructive Two make a conspiracy Solution: Broach it in an open meeting

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Problem: May have good point but can’t stop talking Solution: Chair should summarize Times on agenda

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Problem: Scare everyone away with their comments or attitude Solution: Be firm & let them know what they are doing.

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Problem: Discourage others Not good listeners Tend to replace committee with their friends Solution: Chair needs to be very strong Work together & hope for a bully buster Tell them they are bullying Tough Code of Conduct

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Problem: Discourage new members ideas Stifle growth or potential Effect recruitment Solution: Promise Never To Be One Yourself

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Outline Jobs Create Jobs If Needed Encourage Participation Train If not working, dismiss them

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  • Your Club Wants Aces

– Active – Communicate Well – Enthusiastic & Ethical

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  • Members of club who are not paid
  • Probably working outside their own

experience

  • Hold considerable responsibility & liability
  • Have had little or no training
  • Are victims of the cardboard box
  • Have strong ownership of the club
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Having A Negative Experience Unsure of Their Role Weren’t Committed In The First Place No Recognition

  • Regularly congratulate all volunteers in several different ways
  • Don’t wait until the end of the season for thanks
  • Remember to constantly thank the long serving volunteers (probably

yourselves)

  • Consider a system to monitor their length of service
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  • Advise them immediately of conflict
  • Ask their advice
  • Keep them in the loop constantly
  • Be clear with instructions for communicating with the committee
  • Reassure them of your support
  • Try and identify a prospect for mediation
  • Be aware everyone in the club knows what is happening in committee
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  • Sports & Recreation volunteers represent 35.2% of all

volunteers in Australia

  • 47% of S&R volunteers also volunteer in at least one other
  • rganisation
  • The majority of volunteers workers are 35-54 years old
  • Volunteer contribution to Australian sport is conservatively

valued at $1.6B

» (Economic Impact of Sport Vol 18 No 1 pp10-13, 1998)

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  • Someone who freely chooses to give their time, skills and experience

– They expect to get:

– Fun – New skills – Help others – Share their talents – Fight boredom – Make new friends – Build self confidence – Benefit their families

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Busy lifestyles, changing family structures & changing work patterns affect club Shorter volunteer commitments, job sharing & flexible hours are more appealing. Set start and end dates. Sense of community has diminished as has the concept of giving back. People don’t volunteer for the sake of volunteering Find creative ways to recruit volunteers. Promote your club as a fantastic product. Consider rewarding volunteers. Baby Boomers are approaching retirement and will be looking for ways to put back into the community. Baby Boomers have great skills to offer as retired

  • professionals. Make volunteer jobs interesting to

them and useful to club. Steady decrease in number of young people

  • volunteering. Don’t understand benefits or

considered too young to help. Look at strengths of young people. Identify special

  • positions. Promote benefits of participation on their

resumes.

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  • What was your first volunteer job
  • What information were you given
  • What knowledge did you have
  • What was your impression of that club
  • Did it improve or worsen over time
  • Are things still exactly the same
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SLIDE 85

Leisa Donlan www.committee.com

  • Warm body principle doesn’t work

– Don’t take the first person who volunteers no matter who they are – Don’t leave recruitment until the last minute – Don’t lie about their involvement or your club – Don’t forget to provide a phone number for volunteers to contact you – Don’t be negative or hesitant when recruiting new volunteers – Do remember the good times you’ve had and new things you’ve learned as a volunteer

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SLIDE 86

Leisa Donlan www.committee.com

1. Identify a Short List of People Who Currently Volunteer or Who Are Interested in Committee Service 2. Decide On 4 Candidates For Each Available Position 3. Allocate a current “Recruiter” for Each 4. Role Play / Prepare Your Arguments 5. Make the Initial Approach 6. Follow Up With Another “Recruiter” if Necessary 7. Fill Out The Nomination Form

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SLIDE 87

Leisa Donlan www.committee.com

  • Always perform inductions, no matter how small the role
  • Give volunteers a mechanism to talk to each other (regular meetings)
  • Make sure the committee knows who is volunteering & congratulates

them

  • Ask for their feedback and be seen to respond to their suggestions
  • Be careful about any crossover of volunteers and paid staff
  • Make sure each volunteer has some enjoyable aspects of their role (not

all bad stuff)

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SLIDE 88

Leisa Donlan www.committee.com

  • Must have for any club
  • Provides a mine of information

– Name – Address – Mobile – Email – Job – Employer – Other Skills / Qualifications – Interests – Volunteering Opportunities – Interested In Being On Committee – Reference – Identification Check – Blue Card Check

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SLIDE 89

Leisa Donlan www.committee.com

  • Committee Checklist
  • Role of the Committee
  • Job Descriptions
  • Code of Conduct
  • Performance Review
  • Induction
  • Recruitment, Succession & Retention
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SLIDE 90

Leisa Donlan www.committee.com

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SLIDE 91

Leisa Donlan www.committee.com

www.GoodGovernanceConsultants.com.au

Leisa Donlan

leisadonlan@goodgovernanceconsultants.com.au 0414 932 095

Adrian Hart

adrianhart@goodgovernanceconsultants.com.au 0419 709 473