Appointing New Directors

Temporary relief measures allow clubs to hold virtual AGMs — regardless of any constitution requirement for in-person AGMs — distribute meeting material electronically and validly execute documents electronically.

This article looks at the appointment of new directors and what opportunities are available.

When are boards elected?

Clubs elect their board at the AGM and The Registered Clubs Act only allows registered club boards to be elected in three ways:

• the whole board is elected every year
• the whole board is elected every two years; or
• the board is elected in accordance with the triennial rule which involves a third of the board retiring each year and directors being elected for three-year terms.

The club constitution outlines the minimum and maximum size of the board, the terms of appointment to the board and member requirements for directors.

What are some considerations when appointing a board member?

There are some limitations on who can be appointed as a director.

Up to two directors can be directly appointed by the board, based on skill requirements.

ClubsNSW also has an agreement with the Australian Institute of Company Directors (AICD) for member clubs to advertise board roles on the AICD website.

A board’s makeup should be representative of club membership and represent appropriately qualified diversity.

Must a director give consent to act as a director?

Once a director has given his or her formal consent, the club usually sends a letter of appointment signed by the chair. This is not formally required by the Act but is an opportunity for the club to provide more information to the new board member.

Sometimes, there is a misconception that volunteering as a director only involves attending board meetings. It is important that any new director understands their responsibilities and expectations in terms of time commitment and workload.

What else can a club do to support a newly appointed director?

In response to a need for a more structured and affordable induction process for directors who have recently joined the board and did not have a formal induction or are looking to increase their toolkit of resources and information, ClubsNSW has developed the Board Induction course. This self-directed online learning course provides directors with the information required to commence their role in governance and operational oversight.

As part of its industry consultation, ClubsNSW incorporated feedback from experienced directors into the course content. Here is what Mike Yeo, Castle Hill Group VP, had to say:

“Congratulations on creating this valuable addition to the armoury. Even though I have been a club director for just under five years, I found this a very informative module.

“The background to the club industry would be enlightening for most directors, even if they have been around a lot longer than me. There were bits I just did not know, and it filled in the gaps. The module did not take much time and was easy to navigate.

“With a background in Instructional Design and Technology, I was particularly impressed with the presentation, simplicity and effectiveness of this module."

To register for Board induction, please visit the ClubsNSW website.