Change of company structure an important step

At the Annual General Meeting, held on 30 November 2024, two special resolutions were put to the State Council members.

The first was to resolve to transfer from an Incorporated Association to a Company Limited by Guarantee.

The second resolution was for State Council (SC) members to be asked to adopt the constitution for the new company.

Both were adopted.

The St Vincent de Paul Society in Tasmania has long been an Incorporated Association under Tasmanian legislation. This is a structure commonly adopted by smaller entities, including community clubs and sporting organisations.

But the Society’s operations are increasingly becoming more complex, particularly in an environment that is subject to greater regulatory compliance. Members might note this is an initiative that has been underway for a long-time and was also included in the 2022-2025 Strategic Plan.

This transition in status has already been undertaken by our counterparts in NSW, Victoria and Canberra/Goulburn. The Northern Territory has also been undertaking the same preparations as Tasmania, while the National Council is intending to undertake its transition in 2025.

Several similar organisations have also adopted the structure of a company limited by guarantee. These include Anglicare, Uniting Care and the Red Cross.

There will always be a majority of State Council members on the Board as this ensures that the views of Members are heard and are given greatest influence in the work of the Board in supporting State Council. But in addition, the new company structure also allows independent qualified Directors to be appointed to the Board to ensure corporate knowledge is expanded and retained.

In sum, the following members will be eligible to become Directors of the Board:

• State Council President, Treasurer and Secretary
• Regional Council Presidents
• State Council Vice Presidents
• State Council Youth Advisor
• Plus up to four Directors appointed by the Board, selected on the basis of skills.

In late January, the recruitment task to identify our new independent qualified Directors will commence as we seek those with specific skills to help the Board with its work. It will not be essential for an independent Director to be a member of the Society, although a recruitment process will focus on skills and alignment with our mission.

Please keep an eye out for further information in the new year and consider your networks for potential candidates that may have an interest in this important work to support the Society in Tasmania.

A selection panel consisting of three Board members, including the State President, will conduct interviews of those deemed most suitable from amongst nominees for appointment to the Board of Directors. Incoming Qualified Directors will be appointed for a term of two years and, at the conclusion of their term, Qualified Directors are eligible for reappointment, giving scope for a maximum term of six consecutive years.

You might be wondering how the work of the State Council will differ to the Board?

Importantly, the change to a Company Limited by Guarantee legal structure will not affect the identity of the State Council or the existing rights and obligations of the Society. For example, the State Council will continue to control the assets of the Society in Tasmania. But moving responsibility for running of the Society’s business and commercial operations to the Company Limited by Guarantee Board will give the State Council an opportunity to concentrate on the key areas of the Society’s mission: membership, welfare and advocacy.

Responsibility for overseeing governance matters, including finances, risk and implementation of the business and commercial dimensions of the State Council’s strategic plans, will be transferred to the Board.

The change in structure will not impact on how our Conferences are structured, or how they function within the Society. The Objects of the Company also contain an important provision, requiring that the governance, management and operation of the Company shall be carried out in accordance with the spirit and values of The Rule and the St Vincent de Paul Society. Significantly, the Company accepts the principle of subsidiarity and democracy as set out in Part III Article 7 of The Rule.

The Board will report once a year to Society and Company Members regarding the activities of the Company and this will be conducted at the AGM. The Board will also meet with the State Council twice per year to ensure that Society efforts, direction and strategies remain aligned.

Naturally, the work of both the Board and the State Council will be conveyed through our website, through our Vintranet, through the Vinnies Voices newsletter and email bulletins as normal. Please keep (get?) in touch should you wish to know more about this exciting stage in our evolution.