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Policy 1b – Constitutional Handbook

 

LYELL McEWIN REGIONAL VOLUNTEER ASSOCIATION INC.

 

HANDBOOK

Last Amendment October 2011

 

         Contents

  1. Membership
  2. Membership Register
  3. Annual General Meeting
  4. Special Members Meetings
  5. Board of Governance & Officers
    5.1     Title
    5.2     Membership
    5.3     Job Desciptions
    5.4     Elected Board Representatives
    5.5     President
    5.6     Vice President
    5.7     Treasurer
    5.8     LMH Appointed Member
    5.9     Director of Volunteers
    5.10   General Co-opted Positions
    5.11    Minutes Secretary
    5.12    Casual Vacancies
    5.13    Frequency of Meetings
    5.14    Quorum For Board Meetings
    5.15    Termination of Board Involvement
    5.16    Board Responsibility
    5.17   Conflict of Interest
    5.18    Length of Office
  6. Executive Officer
  7. Election of Board Members
  8. Executive Committee
  9. Policy Review Standing Committee
  10. Operations Standing Committee
  11. Voting by Proxy
  12. Occupational Health & Safety Representative

 

1.0                      MEMBERSHIP

1.1        Definition of Members

Membership of the Association shall be granted automatically to all volunteer applicants who have

i)              attended an interview,

ii)             completed an application form,

iii)            undergone the appropriate checking procedures pursuant to their  area(s) of interest,

iv)            been accepted and allocated voluntary work in an area(s) of the  Association’s activities,

v)             undergone all necessary and required training for the area(s) of voluntary work in which they have been accepted and,

vi)           been added to the Association’s volunteer Membership Register.

1.2        Ongoing membership is subject to members meeting the guidelines of the Association as set out in its policy and procedural documents as endorsed by the Board.

2.0      MEMBERSHIP REGISTER

a)             An up-to-date Membership Register shall be kept by the Executive Officer, which shall list the names and other details gained from the application form of all members.

b)            The Register shall be reviewed at least annually and any members who have not attended for a period of three or more months – without good reason – shall be removed.

 

3.0        ANNUAL GENERAL MEETING

3.1   Members shall meet in October or November each year for the purpose of receiving and discussing both activity and financial reports, recognising the outstanding service of members, raising major issues of concern, appointing an auditor for the following year and for endorsing the Board it has elected to govern it’s affairs for the following twelve months.

3.2   The chairperson for the Annual General Meeting shall be the current or outgoing President of the Association, or the Vice President in their absence. In the absence of the Vice President, another Board member would be nominated to chair the meeting.

3.3   Agenda items for Annual General Meetings should be submitted to the Executive Officer at least seven (7) days before the meeting. In exceptional circumstances, late agenda items may be submitted prior to a meeting and, with the consent of the meeting, may be included on the meeting agenda.

3.4   A quorum at the Annual General Meeting shall be 5% of the number of volunteers listed on the register kept by the Executive Officer.

 3.5   When formal decisions are required at the Annual General Meeting, they shall be made by a simple majority vote. All members, other than the President (or Chairperson in their absence) shall be eligible to vote. The Chairperson / President shall have a casting vote only.

3.6   Only registered volunteers / members of the Association shall be allowed to vote at the Annual General Meeting.

3.7   The Executive Officer has no voting rights at the Annual General Meeting (AGM).

 3.8   The minutes of the previous Annual General Meeting must be passed at the following Annual General Meeting. 

4.0        SPECIAL MEMBERS MEETINGS

4.1        Special Members Meetings may be called at any time by:

    • a decision at the Annual General Meeting or a Special Members Meeting, or
    • the Board or
    • the Executive Officer, upon receipt of a request by forty (40) or more members or ten per cent of the total members (whichever is the larger) 

4.2   Items on the agenda of a Special Members’ Meeting shall constitute the sole business of such a meeting.

4.3   Notice of all Special Members Meetings shall be distributed to all areas of the Association’s operations at least fourteen (14) days prior to the holding of such a meeting (see point 8.2 of the constitution).

5.0        BOARD OF GOVERNANCE & OFFICERS

5.1        Title

The full body of Officers discussed in this section shall be known collectively as the Board of Governance.

5.2        Membership  

The Board of Governance of the Association shall be made up of no more than 17 individuals and may consist of the following positions:

5.2.1       President                                                 5.2.6     Director of Volunteers

5.2.2       Vice President                                        5.2.7     Co-opted Positions (x4)

5.2.3       Treasurer                                                5.2.8     Executive Officer

5.2.4       Elected Board Representatives

5.2.5       LMH Appointed Representative

5.3        Job Description

A clearly written and approved Job Description exists for each Board position and is held with the Executive Officer

5.4        Elected Board Representatives

5.4.1   Elected by the members of the Association immediately prior to the Annual General Meeting each year (see point 7 of handbook)

5.4.2     The Board shall consist of no more than ten (10) elected Board members at any one time

5.4.3   The positions of President (see 5.5 of handbook) and Vice President (see 5.6 of handbook), when vacant, shall be chosen from amongst successfully elected Board representatives.

5.4.4     The position of Treasurer (see 5.7 of handbook) may also be elected from amongst those successfully elected

5.4.5     All elected Board serve a two year term and are eligible  for re-election (subject to 5.18 of the constitution)

          5.5        President

5.5.1     The President is nominated by the Board from amongst successfully elected Board Representatives at a Board meeting to be called prior to the Annual General Meeting

5.5.2     Preference for nominations for the position of President shall be given to those Board members who have served at least one previous year on the Board.

5.5.3     The President’s role would be expected to include:

    • Chairing all official meetings of the Association & the Board
    • Overseeing the efficient and effective operation of the Board
    • Overseeing the work of the Executive Officer
    • Signing legal documents following Board approval
    • Attending functions on behalf of the Association
    • Having a good working knowledge of the Association’s operations

 5.5.4     The President serves a two year term and is eligible (if re- elected) to serve one additional two year term as President (subject to meeting the criteria of point 5.18 of the handbook)

5.5.5       The President shall have a casting vote only at all official Association meetings

 5.6        Vice President

5.6.1     The Vice President is nominated by the Board from amongst successfully elected Board Representatives at a Board meeting to be called prior to the Annual General Meeting.

5.6.2     The Vice-President’s role is an important one and generally it is expected that the Vice President will take over all of the official duties of the President in their absence.

5.6.3     In the case of the President retiring prior to their term being completed, the Vice President would be expected to complete the duration of that term (subject to 5.18 of the handbook) and the Vice President’s position would be filled according to point 5.12 of the handbook.

5.6.4     The Vice President serves a two year term and is eligible (if re-elected) to serve one additional two year term as Vice President (subject to 5.18 of the handbook)

5.6.5       The Vice President has full voting rights except for times that they are acting in the Presidents absence.

5.7          Treasurer

5.7.1     The Treasurer is nominated by the Board from amongst successfully elected Board Representatives at a Board meeting to be called prior to the Annual General Meeting.

OR       

5.7.2     If a suitable Treasurer is not available from amongst those elected, the Board may, at its discretion, co-opt a Treasurer.

5.7.3     The Treasurer’s role is clearly outlined in the agreed Job Description, but would be expected to include:

    • The oversight, in association with the Executive Officer, of the Association’s financial processes
    • Financial reporting to the Board and members
    • Recommendations about spending
    • Ensuring that the accounts are properly and legally audited
    • Reconciling end of month accounts

5.7.4     The Treasurer serves a two-year term and is eligible (if re-elected) to serve one additional two-year term as Treasurer (subject to 5.18 of the handbook)

 5.8        LMH Appointed Member

5.8.1     It is paramount that good working relationships are formed between the Association and LMH, and accordingly the Board shall contain at least one member of staff from the LMH. This is a co-opted position made by the Board, in order to enhance its capacity to govern the Association in a best practice fashion.

5.8.2     It is expected that the LMH Appointed member would bring with them a knowledge of the health system, policies, procedures and contacts to assist the Board in decision-making processes.

5.8.3       Nominations for the LMH appointed member would be brought to the specially convened Board meeting (to be held prior to the Annual General Meeting), by the President, following consultation between the President and appropriate LMH staff members.

5.8.4     The LMH Appointed member may be reappointed on an annual basis

5.8.5     The LMH Appointed member would have full voting rights on the Board

5.9        Director of Volunteers

5.9.1     It is also paramount that the Board have a good understanding of the operational aspects to the decisions it has to make.

Accordingly, the person employed in the role as Director of Volunteers shall be a permanent appointment to the Board to provide advice and feedback directly relating to the work of Association volunteers

5.9.2     The Director of Volunteers shall attend Board meetings ex officio (by right of position held) and has no voting rights at official Association meetings

5.10      Co-opted Positions

5.10.1   In addition to the LMH appointed member (see 5.8 of handbook) and the Minutes Secretary (see 5.11 of handbook), the Board has at its discretion, the ability to co-opt up to four (4) additional persons into its decision making processes. Co-opted Board Members would be expected to bring with them specialist skills deemed as important by the Board.

5.10.2    Co-opted Board Members would serve either a predetermined short period to assist with special projects, or a full one year term – dependant upon the nature of the co-option. Length of Board membership is at the discretion of the Board of Governance.

5.10.3    Co-opted members would be eligible to be co-opted again, at the Board’s discretion.

5.10.4   Co-opted Board members are not able to fill the positions of President or Vice President.

5.10.5   Board members co-opted for a full year term shall have full voting rights on the Board. Those members co-opted for a pre-determined short-term period shall have no voting rights.

5.10.6    The Board shall give consideration on an annual basis to including a staff member from the Operations Standing Committee as a co-opt onto the Board. Suitable nominations shall be made to the Board by the Director of Volunteers and Executive Officer following negotiation with the Operation’s team.

 5.11      Minutes Secretary

5.11.1   A Minutes Secretary may be co-opted by the Board if deemed necessary, to take minutes of Board and other official Association meetings.

5.11.2   The Minutes Secretary has no voting rights and is co-opted for a one year term. They may then be eligible to be co-opted again for further terms.

 5.12        Casual Vacancies

5.12.1   Any casual vacancy occurring in the Board, otherwise than in the normal cause of elections, may be filled by the Board by manner of co-option, until the next scheduled Annual General Meeting

5.13        Frequency of Meetings

5.13.1   The Board shall meet to conduct business as required, provided that it shall hold at least four (4) meetings each year.

5.13.2    The President or any two other Board members shall have the power to call a meeting of the Board.

5.14        Quorum for Board Meetings

5.14.1   The quorum for meetings of the Board shall be one half of the members of the Board, including at least one member of the Executive Committee.

5.14.2   Any matter shall be decided by a majority of those members of the Board present and voting

5.15      Termination of Board Involvement

5.15.1   A member of the Board who is absent from three consecutive meetings without obtaining leave of absence shall forthwith cease to be a member of the Board

5.15.2    Board members who offer a letter of resignation in writing cease to be involved as a Board member

5.15.3    Elected Board members who cease to be a volunteer of the Association must cease Board involvement as an elected member

5.15.4     Any vacancy caused by resignations may be filled in accordance with point 5.12 of the handbook.

5.15.5    The responsibility for dealing with the errant behaviour of Board members shall be vested with the Executive Committee

 5.16      Board Responsibility

5.16.1   Upon election, nominees become Board members in their own right. While they may express the views of any organisation or group in which they work or which they represent, they must vote in the interests of the Association in order to allow it to best carry out its mission and objectives – on behalf of the membership to whom it is a servant.

5.17      Conflict Of Interest

5.17.1   Board Members have a duty to declare any conflict of interest involving decisions being discussed at Board level

 5.18        Length Of Office

5.18.1   All elected Board members are elected to serve a period of two years before needing to re-nominate for a further two-year term

5.18.2    Providing a Board member is successfully re-elected every two years, there is no maximum number of terms specified that they can serve.

5.18.3    Following four (4) terms (i.e., eight years) as an elected Executive member of the Board, the volunteer cannot stand for re-election to any Executive member position for a period of two (2) years. In this instance a volunteer may,  however, continue as a regular elected Board member. These terms for Executive membership would commence as at October 2011 and not be retrospective.

6.0                   EXECUTIVE OFFICER

6.1   The Board shall appoint an Executive Officer, who shall be the senior employee of the Association.

6.2    The Executive Officer shall be accountable directly to the Board and perform duties according to the current Job Description for the position.

6.3     The Executive Officer shall attend Board meetings ex officio (by right of position held) and has no voting rights at official Association meetings.

6.4       The Executive Officer shall be the Public Officer for the Association.

6.5       The Executive Officer shall be responsible for investigating and reporting suspected errant behavior of Executive members in consultation with the Board

7.0                    ELECTION OF BOARD MEMBERS

7.1     Nomination for each candidate for election as an elected Board representative shall be proposed and seconded respectively by two members prior to the Annual General Meeting via official nomination forms circulated amongst members.

7.2   Members may self nominate, providing they are able to have the nomination seconded by another member.

7.3   Elections will be conducted via postal voting to all registered members during the weeks preceding the Annual General Meeting. Election packages should contain a brief profile of each nominee for the information of voting members.

7.4    Members shall be given at least one week upon receipt of the nomination form to respond to the nomination.

7.5   Postal votes received after this date but post marked on the closing date or earlier shall be counted.

7.6   Nomination forms shall be deemed to have been served if posted to the last known address listed on the volunteer register.

7.7   Nomination forms shall be scrutineered by the Executive Officer and one other person appointed by the Board.

7.8   At least 5% of voting forms posted must be returned for the election to be valid.

7.9   In the situation where 5% of votes are not returned, the vote shall be deferred and conducted at the Annual General Meeting by secret ballot.

7.10   Where positions are contested (i.e., more nominees than positions available), the nominees receiving the most affirmative votes in support of their nomination shall be elected until all positions are filled (assuming that they meet the criteria set out in point 7.12 of the handbook). In the event of a tie for the last position(s), the Board may, at its discretion, call for a further ballot, or alternatively utilise a co-opted Board vacancy.

7.11   All member positions, contested or uncontested, must receive a majority of votes to be valid. Nominees who do not receive a majority of affirmative votes shall not be eligible for Board involvement.

7.12   A meeting of the incoming Board shall be scheduled prior to the Annual General Meeting for the purpose of electing Executive members. Nominations for the position of LMH Appointed representative shall also be discussed and where possible, decided upon at this meeting. In the event that a meeting cannot be held prior to the AGM, a meeting shall be scheduled at the earliest convenience following the Annual General Meeting. This meeting shall be chaired by the existing President.

7.13   The outgoing Board shall retain office until the close of the Annual General Meeting.

8.0                    EXECUTIVE COMMITTEE

8.1        The Executive Committee of the Board shall consist of the President, Vice President, Treasurer, Director of Volunteers and Executive Officer.

8.2        The Executive Committee shall meet at times determined by the Board or the President in an effort to further Board decisions or to discuss extraordinary business.

8.3          The Executive Officer shall communicate any decisions of the Executive Committee to the Board within 48 hours of meeting.

8.4        The Board shall determine the role and delegations of the Executive. These delegations will be documented in the Association’s delegations policy # 5.8.

8.5        It shall be the Executive Committee’s responsibility to deal with any errant behaviour of other Board members. 

9.0                    POLICY REVIEW STANDING COMMITTEE

9.1          A Standing Committee of the Board, titled the Policy Review Standing Committee, shall meet at times determined by the Board, the Executive Officer or the Chairperson of the committee to implement and discuss Board decisions.

9.2          Membership of the Policy Standing Committee shall be decided by the Board at its first meeting following the Annual General meeting. 

9.3          The role of the Policy Standing Committee is to review and / or formulate policies for the Association. The role shall be documented in its terms of Reference in line with 10.2 of the Constitution.

10.0                  OPERATIONS STANDING COMMITTEE

10.1 A Standing Committee of all staff involved with the supervision and support of LMRVA volunteers, titled the Operations Standing Committee, shall meet at times determined by the Board, the Executive Officer or the Staff Representative to implement and discuss Board decisions.

 11.0                        VOTING BY PROXY

11.1                  In situations where a motion is to be placed before either an Annual General Meeting or a Special Members meeting, and that motion is advertised in advance, members unable to attend the meeting shall be allowed to vote via proxy under the following conditions;

11.1.1                    The vote is registered on an official proxy voting card distributed by and returned to the Executive Officer

11.1.2                    The original motion is not amended at the meeting – such an amendment shall mean that all proxy votes are invalid.

 

12.0                  OCCUPATIONAL HEALTH & SAFETY REPRESENTATIVE     

12.1      The Board of Governance shall call for expressions of interest of interested parties to fill the position of Occupational Health & Safety representative every three years.

 12.2        Should there be only one nominee, it shall be at the Board’s discretionas to whether they shall endorse the appointment of that person at the next scheduled Board meeting.

 12.3      Should there be more than one nominee the Board shall conduct a secret ballot amongst the members of the Board to determine the appointed nominee.

 12.4      In the case of a tie, the President shall have the casting vote.

 

 

 

 

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