recent updates to the constitution
In 2020, the board reviewed the Constitution that was current at the time and determined it no longer aligned with what the organisation was undertaking, nor how the Board and staff were structured. It was decided to undertake a review.
All Sprout Board members and the General Manager were involved in the review, with generous assistance from Lyndal Moore (KPMG) and pro-bono assistance from Justin Hill at Page Seager Lawyers. At the AGM in September 2021, the new constitution was tabled as a special item, and was unanimously approved with no objections.
At our recent AGM in September 2022, we proposed to members there a change to the constitution, Clause 4 ‘Objects and purpose’. The drive behind these changes was to more broadly state the outcomes Sprout is striving to achieve through the work that we undertake. This will ensuring that the various objectives of our work, including environmental, economic and community benefits are able to be highlighted. All members present had a chance to discuss any concerns. None were raised, so the motion was unanimously passed.
Main changes of significance following the 2020 review:
Clause 4
Ensured the Objects and Purpose are relevant to the projects Sprout undertakes.
Clause 6
Clarified the Board positions as there was previously a President and a Chairperson. Now we have a Patron and a Chairperson.
Clause 7
Ensured that details surrounding membership are in line with our financial year structure, and appropriately outlines how people can become members, where their information is held and how they can terminate their membership.
Clause 9 (f)
Changes were made to ensure that in the event of Sprout winding up, that any excess funds would be given to a like minded organisation or a registered Charity as per the ACNC ACT, as this was not clear in the previous constitution.
Clause 11
Modernised the banking and finance clauses to remove any reference to hand written receipts or acceptance and processing of cheques.
Clause 12
Removed the clause requiring the organisation to appoint a new auditor after 3 years, given that Sprout has chosen to continue undergoing auditing of all finances each financial year despite not being required to do so by legislation.
Clause 18
Clarified who could chair a meeting in the absence of the Chairperson.
Clause 24.2
Clarified how the positions of the Officers is determined, so that now Board members are simply general board members, and then at the next General Meeting following the AGM, the Board vote within themselves to coordinate who will take which role (Chairperson, Public Officer, Secretary, Treasurer)
Clause 24.3
Reclassified the General Manager role, to Chief Executive Officer, given this is a more appropriate title for the role being fulfilled and the way it engages with the Board.
Clause 24.4
Added the ability for the board to appoint an Independent Chairperson if they see fit.
Clause 25(b)
Ensured that board members should be present for a 3-year term, for the purposes of consistency and stability within the organisation, yet also clarified how the board is rotated to ensure appropriate refreshing of members.
Clause 27
Added the ability for an Independent Board Member to be appointed.
Clause 30
Modernised the mechanisms of the meetings, to ensure Sprout is able to hold Board meetings through an online platform, not solely face-to-face.
Clause 33
Modernised this clause to ensure notices could be delivered electronically and not only by post.
Removal
Removed any reference to sub-committees as this structure within the organisation is no longer in place. It was found that this potentially created silos where different committees weren’t aware of what others were working on.