Page 13 - CEnet Governance Roadmap

Governance Roadmap
Governance Roadmap
OBJECTIVE 5:
In consultation with the members, conduct a review of member reserved powers outlined in the constitution making amendments as required.
Priority - Tier 1
Completion date: 31 Dec 2020
EG Review Recommendation
REC #9: Should the members decide to change the board structure, they should consider whether any changes to their reserve powers be implemented in the company constitution to ensure the key aspects of the “federated model” are maintained.
REC #16: That if CEnet wishes to extend its services outside of Catholic education, the approval of members should be sought for such a major change to the company’s mission.
Matter for
Existing board
Yes
Other than forming the new board, this would represent the most important matter requiring consideration by the existing board.
Members
Yes
Member input and approval required in developing the reserved powers for inclusion in the amended constitution.
New board
No
Constitution
Yes
Required to be amended.
Background
The Review Report notes the division of powers between the members and directors is covered by statute law and the company constitution. Amending the reserved powers of members in the constitution is a way to ensure that the principles of a “federated model” are retained.
The Governance Committee has commenced discussions for the development of a proposal to members regarding reserved powers. Reserved powers should be in place to allow members to maintain an appropriate level of control while allowing the new board to run effectively.
There are numerous examples which include, but are not limited to:
a. changing the mission, vision or values of the company;
b. the right to appoint new members as recommended by the board;
c. approval of the funding model;
d. appointment of directors;
e. appointing a person recommended by the board to be the CEO;
f. authorising the purchase, sale or transfer of assets that exceed the
amount set by the member;
g. borrowings;
h. resolving to do anything in contravention of a notice provided to the
board that in the members opinion is not in accordance with the objects or philosophy of the company.
Governance Roadmap
This is by no means an exhaustive list and would require careful consideration and input from members prior to amending the constitution.
Key actions required
5.1 Develop reserve powers in consultation with members.
5.2 General meeting of members (constitutional changes).
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