PROPOSAL TO MIGRATE TINTERN FAMILY ASSOCIATION INC TO A COMPANY LIMITED BY GUARANTEE
Notice is hereby given that a Special General Meeting of the Association will be held at Tintern Grammar (90 Alexandra Road Ringwood East) on Saturday 15th June 2019 at 2pm in the Southwood Centre.
To consider, and if thought fit, pass the following resolution as a special resolution:
- That the Association apply to become registered or incorporated as a prescribed body corporate, specifically a company (in particular, a company limited by guarantee) within the meaning of the Corporations Act 2001 (Cth) (the Act) that is taken to be registered in Victoria, pursuant to the provisions of Part 8 of the Associations Incorporation Reform Act 2012 (Vic) and Part 5B.1 of the Act.
- That the name of the company resulting from the application for registration be ‘Tintern Communities Ltd’.
Under section 5 of the Associations Incorporation Reform Act 2012 (Vic):
- At least 75% of the votes cast at the meeting must be cast in favour of the above motion to pass it as a special resolution; and
- At least 21 days’ notice of the meeting and the intention to put the motion to vote at the meeting must have been given to all members of the association.
- A member votes at a meeting if they:
- vote in person at the meeting; or
- vote via proxy (provided the proxy form is lodged at the office of the Association at least 24 hours before the meeting commences).
Dated this 14th day of May 2019
1. What is the current structure of Tintern’s alumni and parent groups?
The parent body of Tintern Grammar’s alumni and parent groups is Tintern Family Association Inc (TFA Inc), an incorporated association. The members of TFA Inc are the individual members of a number of unincorporated Participating Bodies – Tintern Old Girls’ Association (TOGA), Southwood Old Boys’ Association (SOBA) and Tintern Parents Group (TPG). A number of “Friends of” groups also operate as informal committees of TFA Inc.
2. What is the proposed change to Tintern’s alumni and parent groups?
Tintern Grammar proposes to address problems in the current structure by:
- migrating Tintern Family Association Inc to a company limited by guarantee (to be known as Tintern Communities Ltd);
- establishing the Participating Bodies and Friends Groups as “Communities” of Tintern Communities Ltd; and
- adopting a new Constitution for Tintern Communities Ltd that clarifies and simplifies the governance requirements for each Community.
A Constitution for the new company limited by guarantee has been prepared in consultation with the Committee of Tintern Family Association Inc (which includes representatives from all of the Participating Bodies and Friends Groups).
3. When will the proposed change be considered?
The proposed change to the company structure and name will be voted on at a Special General Meeting to be held on Saturday 15th June 2019 at Tintern Grammar – 90 Alexandra Road Ringwood East.
4. Who is entitled to vote on the proposed change?
All members of the Participating Bodies (being Tintern Old Girls’ Association, Southwood Old Boys’ Association and Tintern Parents Group) are entitled to vote on the proposed change.
Please contact your relevant Participating Body if you are unsure about your membership status.
5. What is wrong with the current structure?
The current structure of Tintern’s Participating Bodies and Friends Groups is inefficient, resulting in gratuitous administration and duplicated record keeping. More importantly, it hinders the Participating Bodies from achieving their purpose – facilitating contact and communication between former pupils and promoting the welfare of Tintern Grammar.
In particular, the current structure has the following deficiencies:
5.1 Exposure of members of the Participating Bodies to legal liability
The Committee and members of the Participating Bodies do not have any legal protection within the current unincorporated association structure. In the event of a legal claim against a Participating Body, the Committee and members of that Participating Body would each be exposed to unlimited personal liability.
The rules for the Participating Bodies require them to refer to the (superseded) Associations Incorporation Act 1981, the TFA Inc rules and their own rules as well as any regulations made by TFA Inc or its Board. This is unnecessarily complex and onerous.
5.3 Overlapping membership groups
The rules of each group allow a graduating student of Tintern Grammar to become a member of all of TOGA, SOBA, TPG, TGAA and TFA Inc. Although this is unlikely to occur in practice, it reflects lack of clarity about each group’s identity and purpose.
5.4 Duplicated membership registers
Each Participating Body is responsible to maintain its own membership register as well as to assist TFA Inc to maintain its register. This is inefficient and results in duplicated registers as well as difficulty in keeping all documents up to date. In practice, not all of the Participating Bodies have maintained up to date membership registers.
5.5 Oversized governing groups
The Participating Bodies have committees of up to twenty-nine members, which is exceptionally large. As a general rule, an effective governing group has between five and twelve members.
5.6 Inflexible and prescriptive rules
The current rules for each Participating Body are ‘one-size-fits all’ documents that are onerous and cannot be tailored to their particular requirements or size.
5.7 Hindering cooperative social and fundraising efforts
Each of the Participating Bodies has overlapping goals and purposes. The current structure encourages Participating Groups to work in silos, rather than forming cooperative partnerships to achieve their shared goals.
5.8 Regulatory and legislative change
The current rules of TFA Inc and the Participating Bodies were made over a decade ago and do not allow for the introduction of new legislation (the Associations Incorporation Reform Act 2012) or a new regulator for charities (the Australian Charities and Not-for-profits Commission (ACNC)).
6. Why is TFA Inc migrating to a company limited by guarantee?
TFA Inc is an incorporated association regulated by the ACNC, Consumer Affairs Victoria and the Associations Incorporation Reform Act 2012. A company limited by guarantee is an alternative structure for a not-for-profit organisation that is regulated principally by the ACNC and Corporations Act 2001.
Migration to a company limited by guarantee offers benefits including simpler reporting and reduced regulation, principally because the company limited by guarantee structure is better integrated with the ACNC.
7. Why Is Tintern Grammar proposing this change now?
The current structure over Tintern Grammar’s alumni and parent groups developed in a piecemeal fashion over an extended period of time.
Not only has Tintern Grammar changed over the past two decades, significant changes have occurred in the regulatory environment of not-for-profits, including: new fundraising legislation; a new framework for associations (the Associations Incorporation Reform Act 2012); and a new regulator for charities (the Australian Charities and Not-for-profits Commission). Society’s expectations regarding the standard of good governance in not-for-profits have also increased.
In light of these changes, the current structure is no longer fit for purpose. A new structure is required that reduces the risk for committee members and is clear, modern, sustainable and compliant with current laws and regulations.
8. What will the new structure look like?
The key features of the new structure are as follows:
8.1 Communities for alumni (Tintern Old Girls, Southwood Old Boys and Tintern Grammar), Tintern Parents and Interest Groups (Friends of Music, Friends of Equestrian and Friends of Young Farmers);
8.2 Equal status for Interest Groups and alumni and parents groups;
8.3 Flexible and simple Terms of Reference to assist with the operation of each Community, establishing a Committee to assist in the direction of the Community and the fulfilment of its purpose;
8.4 Provision for each Community to determine how funds that it raises will be used (provided this is consistent with the purpose for which the funds are raised);
8.5 A single central register of Community members that can be updated by the Committee of each Community;
8.6 A Board of Directors for the company limited by guarantee comprising a representative from each Community together with the Principal and two directors of Tintern Grammar.
8.7 TOGA will remain the trustee of The Nancy Lancaster Bequest and will continue to administer those funds.
9. How can I get more information about the proposal?
Please contact Damien Horman, Business Manager Tintern Grammar – firstname.lastname@example.org.