Online references:

1. The School Library Association of Victoria Inc. (SLAV Inc.) and the changes to the Associations Incorporation Reform Act 2012 Prepared by Bron Parsons Immediate Past President of SLAV Inc. 4th May, 2013

2. Online references: • PilchConnect resources • The PilchConnect web portal contains a variety of resources and fact sheets for community organisations – go to www.pilch.org.au/legal_info/ • ● See Secretary’s Satchel – A Guide for Secretaries of Victorian • Incorporated Associations • ● See Rules Checklist and • ● See Model Rules Comparison Table • Legislation • The Associations Incorporation Act Reform Act 2012 (Vic) is the legislation that regulates incorporated Associations in Victoria. • 2. The Associations Incorporation Reform Regulations 2012 (Vic) contain additional requirements for incorporated Associations in Victoria, including the model rules. • http://www.legislation.vic.gov.au/Domino/Web_Notes/LDMS/LTObject_Store/LTObjSt7.nsf/DDE300B846EED9C7CA257616000A3571/08BFB685EF56BF75CA257ABD007A1112/$FILE/12-20aa001%20authorised.pdf • Government • Consumer Affairs Victoria website contains a variety of online resources, including online access for incorporated Associations. See: http://www.consumer.vic.gov.au/clubs-and-not-for-profits/incorporated-Associations/adapting-to-the-new-laws

3. History of SLAV Inc.’s Rules of Incorporation: • SLAV Inc. has been an incorporated body since • the 8th September, 1986. • The SLAV Inc. Rules of the Association (or • Constitution) were revised and amended 10 • times between 1974 and 1994. • The last amendments were discussed around • 2001 but were never voted on and amended.

4. Why we have to change our Rules of Association: On 26 November 2012, the Associations Incorporation Reform Act 2012 (and its associated Regulations)replaced the Associations Incorporation Act 1981. We are changing our rules and have decided to incorporate several sections from our existing rules into the Model Rules, rather than totally rewriting them. Until 26th November 2013, the fee for adopting model rules has been waived and the fee for an association changing its own rules has been reduced to $75.20.

5. What we have to do: Evaluate our current rules against the new Model Rules Evaluate our current processes against those of the new Act Hold a meeting – 20th July Council meeting – and adopt the new adapted Model rules for SLAV Inc. Send the new rules and minutes of the Council meeting that passed the Special Resolution to Consumer Affairs Victoria for approval (within 28 days of July meeting) before the 17th August, 2013, with the fee of $75.20

6. Process to date: • To date there has been five meetings to discuss the proposed changes and to understand what they mean for SLAV Inc. • 13th October, 2012. Rhonda, Cindy and I met to discuss the change process. • 7th February 2013. Cindy and I attended a free information session. • 27th February, 2013. Cindy and I met, compared our notes from the information session and clarified some office related procedures. • 13th April 2013. Rhonda, Cindy and I met and reviewed process to date. • 17th April, 2013. I presented the information to date to COM. • 4th May, 2013. Today’s presentation.

7. What‘s different in the Act? • a new financial reporting structure, with different reporting • requirements for different ‘tiers’ of associations • the re-naming of the role of “Public Officer” as “Secretary” • removal of the prohibition against trading for associations • codification of the legal duties (and defences) that apply to • committee members and office holders • a new indemnity for committee members and office holders in • associations • new natural justice requirements for disciplinary and grievance • procedures • new procedures giving members rights to request that access to • their personal information on the members register be restricted • new matters that must be addressed in association’s rules (and if • they are not, the relevant new model rules will automatically apply • to the association), and • new model rules for associations

8. What‘s different to SLAV Inc’s current Rules of the Association? • Purposes of the Association • Public Officer role • Secretary’s role • Treasurer’s role • CAV reporting re our Incorporation • Privacy and access to membership records • Use of technology • Proxy voting • Quorums

9. Comparison of the new Model Rules Purposes of the Association and SLAV Inc.’s Purposes of the Association. Statement of purpose – These objectives are the reason that the Association exists. Aims /Vision statements – Are how the Association meets and/or delivers its objectives.

10. Comparison table - Purposes of the Association current and proposed changes.

11. What the new Statement of Purpose means for SLAV Inc. • It reflects current educational directions. • It is inclusive of all employees in school • libraries. • It is inclusive of all the related parties SLAV Inc. liaises with.

12. Public Officer/Secretary: The “public officer” role has been replaced with “secretary”. The new Act has replaced all references to “public officer” with the term “secretary”. It is best to think of the change as a name change, as the functions remain largely the same (although the new Act has made some changes, for example, the secretary must now receive members’ requests to have access to their personal information restricted). The name change came into effect on 26th of November 2012, and from that date the “public officer” of an association automatically becomes the “secretary” of the association under the new Act. For SLAV Inc. the Secretary (Leonie Dyason) was also the Public Officer from around 2000.

13. Secretary’s role • SLAV Inc.’s current statement. • The Secretary of the Association shall keep minutes of the resolutions and proceedings of each General Meeting and each Council Meeting in books provided for that purpose together with a record of the names of persons present at Council Meetings. • New statement. The text in red are our proposed addition sto the Model rules • Rule 47 Secretary • (1) The Secretary must perform any duty or function required under the Act to be • performed by the secretary of an incorporated association. • Example • Under the Act, the secretary of an incorporated association is responsible for lodging documents of the association with the Registrar. • (2) The Secretary must—in conjunction with the Secretariat • (a) maintain the register of members in accordance with rule 18; and • keep custody of the common seal (if any) of the Association and, except for • the financial records referred to in rule 70(3), all books, documents and • securities of the Association in accordance with rules 72 and 75; and • subject to the Act and these Rules, through the Secretariat provide members • with access to the register of members, the minutes of general meetings and • other books and documents; and • perform any other duty or function imposed on the Secretary by these Rules. • (3) The Secretary must give to the Registrar notice of his or her appointment within • 14 days after the appointment.

14. Treasurer’s role • SLAV Inc.’s current statement. • The TREASURER •  21.1 The Treasurer of the Association:- • (a) shall collect and receive all moneys due to the Association and make all • payments authorised by the Association; and •   (b) shall keep collect accounts and books showing the financial affairs of the Association • with full details of all receipts and expenditure connected with the activities of the Association. •  21.2 The accounts and books referred to in sub-clause (1) shall be available for inspection by members • new statement with our proposed changes in red text • The Treasurer must— • (a) oversee the Secretariat in the receivingof all moneys paid to or received by the Association and ensure the • Secretariatissues receipts for those moneys in the name of the Association; and • ensure that all moneys received through the Secretariatare paid into the account of the Association within • 5 working days after receipt; and • oversee the Secretariat in making any payments authorised by the Committee any payments authorised by the • Committee or by a general meeting of the Association from the Association's funds; and • (d) ensure cheques are signed by at least 2 authorised people. • (2) The Treasurer in conjunction with the Secretariatmust— • ensure that the financial records of the Association are kept in accordance with the Act; and • coordinate the preparation of the financial statements of the Association and their certification by the • Committee prior to their submission to the annual general meeting of the Association. • The Treasurer must ensure that at least one other committee member has access to the accounts and financial records • of the Association.

15. Treasurer’s role: • (Text from CAV) • The old 'prescribed' or 'not-prescribed' reporting structure has been replaced • with a three-tiered reporting structure. Depending on its revenue, your • Association is classed as tier one, two or three:  • Tier one: less than $250,000 • Tier two: $250,000 - $1,000,000 (SLAV) • Tier three: more than $1,000,000. • “Tier two associations are required to have their accounts ‘reviewed’ by a recognised accountant or any other person approved by CAV. The reviewer must be independent, conduct the review in accordance with relevant industry standards, and provide a written report of the review to the association. • A review differs to a formal audit. A tier two association may need to have its accounts audited if required by its rules, contracts or funding agreements.” • SLAV Inc. has had its accounts audited independently and this will continue to be the case.

16. SLAV Inc. office / Secretariat’s role: The SLAV office will now be known as the Secretariat. The Secretariat completes many of the daily tasks of a Secretary and Treasurer of a smaller association such as receipting memberships, banking monies, receiving and sending mail etc. Therefore the role statements in the proposed Rules of the association for SLAV Inc. have the phrase “Liaise with the Secretariat” in the relevant sections for Secretary and Treasurer. The Secretary’s Satchel: A Guide for Secretaries of Victorian Incorporated Associations produced by PILCH will be used by the Secretary and the Secretariat as a working guide that will enable us to adapt and write new procedures for the Association.

17. Privacy The new Act introduces two new privacy measures. Firstly, it allows members to request, where they have “special circumstances”, that access to their details on the members register is restricted to either just the secretary, or to the secretary and the committee. The new Act also includes a new offence that prohibits misuse of information on the members’ register. A use of members’ information will be a misuse of information if it is for purposes other than furthering the management and purposes of the organisation, or is prohibited by the association’s rules. Misuse could include sending advertising to members or sending unwanted emails unrelated to the organisation. The Committee may refuse to permit a member to inspect records of the Association that relate to confidential, personal, employment, commercial or legal matters or where to do so may be prejudicial to the interests of the Association. Members wishing to see the rules must apply in writing to the Secretary and if approval is granted come personally to the Secretariat to view the particular record.

18. Use of technology Note: This section is new – could use SKYPE, Google meeting etc. A member not physically present at a general meeting may be permitted to participate in the meeting by the use of technology that allows that member and the members present at the meeting to clearly and simultaneously communicate with each other. For the purposes of this Part, a member participating in a general meeting as permitted under sub rule (1) is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person.

19. Proxy voting changes: SLAV’s current rule re Voting is: Rule 19.3 All votes shall be given personally. The New Model rules are: Rule 34 Proxies A member may appoint another member as his or her proxy to vote and speak on his or her behalf at a general meeting other than at a disciplinary appeal meeting. (2) The appointment of a proxy must be in writing and signed by the member making the appointment. The member appointing the proxy may give specific directions as to how the proxy is to vote on his or her behalf, otherwise the proxy may vote on behalf of the member in any matter as he or she sees fit. If the Committee has approved a form for the appointment of a proxy, the member may use any other form that clearly identifies the person appointed as the member's proxy and that has been signed by the member. (5) Notice of a general meeting given to a member under rule 33 must— (a) state that the member may appoint another member as a proxy for the meeting; and (b) include a copy of any form that the Committee has approved for the appointment of a proxy. A form appointing a proxy must be given to the Chairperson of the meeting before or at the commencement of the meeting. A form appointing a proxy sent by post or electronically is of no effect unless it is received by the Association no later than 24 hours before the commencement of the meeting.

20. Quorums

21. What next? • Information which will be emailed to you for Branch discussion: • This PowerPoint with its notes • Suggested Model rules (PDF) • Comparison between SLAV’s current rules and the Model rules (PDF) • Any feedback or questions be sent to me by the 28thJune 2013 • Special resolution postal vote form for members to be returned by Friday the 5th July, 2013 • On Saturday 20th July, 2013 will be a vote of the following Special Resolution at the Council meeting • Special Resolution: That the Model Rules as presented be adopted • as ‘The rules of Incorporation for SLAV Inc.” • Proposed: Bronwen Parsons – Immediate Past Present SLAV Inc. • Seconded: Ruth Scott - Teacher-Librarian, Newhaven College.

22. What next? • Follow-up tasks: • Send the relevant information to Consumer affairs Victoria within • 28 days of this meeting and notify membership when • approval is finalised. • Review of current documentation on ‘SLAV Inc. – Committee roles • and responsibilities • Review contracts and Memorandum’s of Understanding’s (MOU) • and ensure they meet the new requirements • Online handbook with Model rules and roles and responsibilities • to be produced and made available on the webpage. • Online handbook sent to all members.

23. Questions and Feedback Contact: Bron Parsons BDR Consulting 11 Bayview Parade Hamlyn Heights. 3215 Ph: 0408308481 Email: bparsons@aanet.com.au