2024 Proposed Constitution Changes

At the Annual General Meeting held by Retirees WA in October 2024, these changes were voted on in a Special Motion which passed.

The changes must be submitted to the Commissioner of Consumer Protection for review & approval before they can come into effect.  In the meantime, the previous Rules remain in place (relevant section: 1.6).

There were several comments about the changes, including discussion about whether any additional changes would have to wait until the 2025 AGM:

• request to change the requirement for submitting items to the AGM Agenda to 14 days prior to the AGM (relevant section: 15)
  • Outcome: additional changes to the Rules need to be proposed as a Special Resolution for consideration by the Membership.  This can be proposed at any time and voted on at an Extraordinary General Meeting (relevant rules: 1.6(a), section 16, section 18.1).

• query about the new rule that a CEO can be removed “with or without cause” (relevant rule: 9.4(m) of the new Rules)
  • Outcome: this question was never answered/returned to.

• query about the transition of the current Board (7-9 Members) to the new format (2-6 Members & 2+ Independent Appointees) (relevant sections: 1.6, 8.2)
  • Outcome: stated that the Board is now 6 Members and 4 Independent Appointees who have already been selected.
  • When further questioned, management confirmed this format would not be in place until the Commissioner approves the changes to the Rules.
  • No explanation of how the committee is supposed to operate with only 6 Board Members in the interim, considering the previous Rules stipulate minimum 7.
  • When questioned about the ratio of Members:Independent Appointees on the Board, it was confirmed that Members would exceed the IAs.  Whilst this may be the intention, this is not guaranteed within the new Rules (relevant sections: 8.2, 8.3 of the new Rules).

In mid-July 2024, Retirees WA released a statement within their Bi-Annual Members Newsletter, mentioning proposed changes to the organisation’s Constitution, designed to “bring about better governance”.

These changes are significant, and appear to be intended to enhance the capabilities and diversity of the RWA Board, as well as creating safeguards within the staffing to prevent potential financial exploitation in future.

The document with the proposed changes will have been issued by post to current RWA Members.  This is important to review in advance of the AGM in October.  Per Consumer Protection’s Guidelines for Associations changing their Rules/Constitution, the process is expected to be:

• RWA Board present proposed changes at the AGM.
• Members can discuss & consider proposed changes.
• After the meeting, RWA will prepare all Special Resolutions pertaining to the changes, and then issue written notice (at least 28 days in advance) to all Members detailing:
  – all Special Resolutions to be voted on
  – the Date & Location of an Extraordinary General Meeting where the voting will take place
• Members then vote on each of the Special Resolutions at the Extraordinary General Meeting.
• Special Resolutions must receive 75% affirmative vote from the Members at the meeting, in order to pass.
• Once all Special Resolutions are voted on, RWA will be able to implement those changes that were affirmed.
• The updated Constitution must be lodged/published within one month of the vote.

Linked below is a copy of the current Constitution, as well as the proposed changes. These can prove difficult to read side-by-side, so we have identified some of the important changes and provided a synopsis below.

As always, please use your own judgement when interpreting the information provided, and if in doubt – speak to RWA directly about any concerns.