Board Initiatives

Constitutional Review 

The WaterRA Board of Directors is responsible for the strategic direction and oversight of WaterRA on behalf of our Members. As part of the three-year strategy the Board have been working to enhance WaterRA's governance frameworks to align with best practice and ensure that the organisation is ready to tackle present and future challenges.

One of the key initiatives the Board has undertaken to enable this is a review of the WaterRA Constitution. This review has resulted in the Board proposing changes to benefit the membership and facilitate an enduring and sustainable business.

Initial proposed changes were tabled in our online Members' Update meeting held in May 2020 and feedback sought thereafter for a period of three weeks.

WaterRA and the Board reviewed all feedback and sought legal advice in some instances. While there was overwhelming support for the majority of the changes presented, there were some proposed changes that members identified as requiring further improvement and consultation, including:
 
  • reserving one Board Director position for a Tier 1 Industry Member; and,
  • increasing Board Director terms of office from 2 to 3 years.
Based on this member feedback and legal advice, the Board subsequently developed additional enhancements to increase member benefit. These were socialised amongst the membership for comment from 4 – 22 September 2020. At this time members were also advised that the Constitution changes will be proposed in 2 stages with Stage 1 amendments to be voted on by Member Representatives at the 2020 Annual General Meeting (AGM), and Stage 2 amendments to be voted on at the Members’ Meeting in the first quarter of 2021.
 
Proposed Stage 1 amendments will include all of the items already presented to the membership (including for the CEO to not be a Director), but excluding changes to the objects, the reservation of a Board position for a Tier 1 Industry Member, changes to Membership categories (Associate and General to Industry, and removal of General), and the increase of Director terms to three years. Stage 1 will also include the additional proposed changes by our Board.
 
All Stage 1 amendments will be presented as resolutions at the AGM. To view the resolutions click here.
 
Proposed Stage 2 amendments will include changes to the Constitution, the new approach to elected Director Board composition and membership categories, particularly, the different options to ensure that utilities are still well represented on our Board in light of the proposed reclassification of Associate and General members as Industry.
 
This staging of the Constitution change will enable full consultation with members regarding more complex amendments and allow sufficient time for detailed implementation planning.
 
To provide further clarity on the changes that will have a direct impact on members, we have also compiled Frequently Asked Questions (FAQs) below.

For further information on the Constitutional review and proposed changes please contact Ella on 08 7424 3619. 
  

Constitutional Review FAQs 

Will members be able to review a draft of the Constitution?

Yes, a draft Constitution has been provided to all Member Representatives for review and comment. The draft, to be finalised and presented for acceptance at the Annual General Meeting, can be found here.

Why is quorum for members' meetings (with no major decisions to be made) being reduced to 'more than 50%'?

As a member-driven organisation, member input is valuable and necessary. A smaller quorum at meetings allows members to give input while enhancing our ability to deliver on minor items that require member approval (i.e. approval of meeting minutes) more rapidly.

Why is quorum for member agreement on major issues being reduced from 85% to 75%

The % of Member agreement required for major organisational decisions such as changing the constitution or dissolving the company will be brought in line with the Corporations Act, a national standard guiding best practice governance.

Why do all members have equal voting rights?

WaterRA is a member-driven organisation and value feedback from across our membership. One of the features of WaterRA is the diversity of the BIG Team of members. Equal voting rights ensures that diversity is reflected on the Board.

Why are Associate members unable to nominate for Director positions?

Although Associate members cannot currently nominate for a Director position, one of the proposed changes for Stage 2 is to re-classify Associate members (who meet the Constitution definition of an Industry Member) as Industry members. This will allow Associate members to nominate for Director positions and further diversify the experience and skills potentially available for the Board.

What is meant by the proposed change “… all members must make an active contribution to WaterRA”?

WaterRA’s sustainability and future success is dependent on the active contribution of all its Members to its activities and governance. This underpins the BIG team concept whereby through Member participation in delivery of events, projects etc, the value received by Members is multiplied beyond that able to be delivered by WaterRA staff alone. This proposed change brings transparency to this requirement thereby ensuring any new members have a clear understanding of their responsibilities.

Why remove the CEO as a Director?

It is common practice in NFPs for the CEO not to be a Board Director. This avoids real and perceived conflicts of interest as the Board is responsible for recruiting and remunerating the CEO. It also creates boundaries for more rigorous performance review and management of the CEO; enables the CEO to focus solely on discharging their management responsibilities; and for the CEO and other Directors to not be conflicted or lack clarity regarding which role the CEO is playing at any time. The CEO will continue to attend all Board meetings and have an active role in development of strategy and delivery of governance through bringing expertise, knowledge and perspective from the business.

Why remove “[…] who contributes management expertise to the Company […]” from the Research Member definition?

This amendment is proposed to provide clarity and certainty that Research Members are organisations with research as their prime purpose. At present the definition of a Research Member is broad and could encompass organisations that more fully meet the definition of an Industry Member e.g. is a consultant to a water supply utility or authority.

Why are the Objects of WaterRA being amended?

The Objects are proposed for amendment to more accurately reflect in contemporary language the breadth of water research of interest to WaterRA’s Members and currently being undertaken by WaterRA. It is now proposed that these changes will be put forward as part of the second stage of amendments to allow time for further consultation and to ensure that the proposed changes do not conflict in any way with WaterRA’s not-for-profit status

What is the purpose of adding an essential criteria for potential Directors “[to be] determined from time to time by resolution the Board”?

The current list of essential criteria was developed over 10 years ago when WaterRA’s business model was primarily designed to deliver high quality research and industry ready graduates. Since then WaterRA has evolved to also focus on ensuring its collaborative research generates innovation and impact, and creates value for its Members and the communities they serve. At the same time, WaterRA’s operating environment has also been changing e.g. the digitalisation of products and services, and the rise of social media. This proposed change in the Constitution is being put forward to allow tailoring to meet gaps in the Board’s skills and experience both now and in future as additional /different skills and experience become ‘essential’ to maximise Board effectiveness.

What is the reason for adding an additional Independent Board Director?

The proposed change to remove the CEO as a Board Director creates the opportunity to have an additional Independent Director without increasing the size of the Board. This will give the Board greater ability and agility to address skills or experience gaps if required (see answer above). It will also maintain the balance of member-elected Research and Industry Directors, and create an equal composition of three (3) Industry Directors, three (3) Research Directors and three (3) Independent Directors (including the Chair).

What is envisaged by ' (voting) …. in any other manner permitted by the Chairperson'?

The wording regarding other types of voting as ‘permitted by the Chairperson’ is pre-existing in the Constitution to allow forms of voting not explicitly listed, such as electronic voting. The proposed Constitution change will add the option of electronic voting, but the existing wording will be kept as a safeguard to cover any voting mechanisms that may be deemed useful or necessary in future.

What is the role if any of the Chairperson in the event of tied votes?

The proposed Constitution change indicates that drawing of lots will be the preferred method for resolving a tied vote however to allow for adoption of an improved approach should this emerge, the Chairperson is authorised to introduce a different method to resolve the tie.

 

Opportunities for Impact 

WaterRA are a member-driven organisation. Our Co-plan, co-design, co-delivery model relies heavily on our members participation as both service receivers and providers throughout the BIG Team. In order to continue to deliver valuable research outcomes, knowledge transfer activities, and to ensure our commitment to being member-driven  remains at the forefront, the Board idenitfied the need for member impact pathways to be clearly defined at both a strategic and operational level.