Governance and leadership discussions at the Better Boards Conference

Presentation

Your Constitution – Help or Hindrance?

Kathy Nguyen


Senior Lawyer at Governology

Kathy has extensive experience working with notfor-profit organisations both nationally and in the Asia-Pacific, on structure, governance and operations. She has reviewed over 300 constitutions, and regularly presents to organisations on governance, membership and events. Kathy has worked for Associations Forum, the Governance Institute of Australia, Ernst & Young, the Trade Association Forum in London and for the Royal Australasian College of Physicians. Kathy holds Bachelors of Laws & Business from the University of Technology, Sydney. Governology is a law and governance firm working exclusively with associations and charities.

The foundation of good governance relies on the constitution. An often forgotten document read only by the secretary, the beginning of the pandemic saw not-for-profit organisations dust off their constitutions to check for pressing issues such as the ability to run virtual meetings and online elections.

Many organisations also took the opportunity to reflect and review their existing documents and structures. Was a change or update needed with the stated objects to reflect the new strategic direction? Who are the members; who should be the members? Is the board composition fit-for-purpose for a post pandemic world?

Changes to these fundamental components of governance usually require constitutional change. An organisation’s constitution should be a clear and enabling document, not a hindrance. It can be a hindrance if it is out of date, vague, ambiguous, inconsistent, cumbersome or complex.

In this session Kathy will give delegates practical tips for reviewing their constitution, discuss common pitfalls and issues with constitutions and how to resolve them, and what not to do if you want to get member approval of constitutional change.



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