Board Communiqué for 30 October 2020

On 28 October the Board met in person for the first time since February. Due respects were made to the fallen.

The Acting President’s Update

The Acting President reported on numerous sub-Branch and District Council meetings and visits, often presenting awards including life memberships. Issues raised by members at those visits included membership cards and Reveille not arriving. (Returned mail has indicated that some member addresses have not been effectively updated, highlighting the importance of the new membership system, and keeping members details updated – see item below). Many sub-Branches are re-commencing meetings within the constraints of COVID-19, but many members are not attending because of risks.

The Government’s support to enable Remembrance Day services has been communicated to all sub-Branches. RSL NSW is participating and supporting the National promotional campaign ‘Remember to Remember’ and the Poppy Appeal, noting the limitation on face-to-face fundraising until COVID-19 restrictions ease further. He also reported on further meetings with Minister Lee and the Japanese Consul General.

RSL National

The Acting President updated the Board on the progress with the RSL National Strategic Plan which was approved by the RSL National Board, subject to an implementation plan and reporting framework. The proposed RSL NSW Strategic Plan aligns with the National Plan.

He noted that the RSL National AGM would take place on 18 November 2020. It is planned to include Secretary of DVA and/or Minister Chester.
Watermark (recruiters) are assisting the RSL National Board recruit a new CEO, with first round interviews commencing 26 October.

The Federal Budget was noted, including:

• increased fees to improve access to mental health support costing $94.3m over the forward estimates which we expect will give veterans equal, if not enhanced access, to mental health professionals
• an additional $5.0m for the Open Arms Program including staffing in Nowra (planned to be located with the Nowra Wellbeing Centre)
• an additional $6.0m for the Veteran Employment Program via the Department of Education, Skills and Employment (DESE) and the Prince’s Trust; and
• $17.7m for the Joint Transition Authority (see item below).

RSL LifeCare (RSL DefenceCare) are progressing the rollout of the Veterans Employment Program in NSW, consistent with RSL NSW’s proposed Strategic Plan. The rollout will include communications and advice to all sub-Branches on how they can connect veterans to this service.

RSL NSW will be seeking nominations for a member to be appointed to the National Veterans (Health) Advisory Committee.

Key Board Correspondence

Several items of correspondence were discussed.

A detailed letter from the District Presidents’ Council was discussed in detail. The Board acknowledged that the role of the DPC was continually developing under the new Constitution.
The Board noted that several Constitution amendments and/or SOP changes are required because of the conduct of some members during the election, and the number of complaints received about this conduct.  The Board acknowledged that a formal ‘lesson learned’ process will occur after this first election conducted under the new Legislation and Constitution, but member conduct was a related but separate matter.
The Board acknowledged a letter from the Deputy Prime Minister and the work being undertaken to establish a veteran’s wellbeing centre in Wagga Wagga. The Board also noted correspondence in relation to the Nowra Veterans’ Wellbeing Centre.

CEO’s Report

The Strategic Plan development and consultation was considered as a separate item to this meeting, see below.

Nowra VWC

The Board was updated on the successful process to secure the DVA grant and noted the letter from Minister Chester.  RSL LifeCare, on behalf of RSL NSW, has been appointed the leader of a consortium to build and operate the Wellbeing Centre. Community and veteran groups, including local sub-Branches are being consulted on the final design of the Centre and the establishment of a temporary Centre while the actual Centre is being built.

Joint Transition Authority

Work continues to develop a lead role for the RSL (nationally) in the functioning of the new Authority. The intention remains to position the RSL nationally as the lead ESO, collaborating with and coordinating all charities involved with supporting veterans. This is consistent with the proposed RSL NSW Strategic Plan, especially as it relates to the role of sub-Branches at the centre of the future of the League.

Internal Audit

The Board was made aware of several incidences where audit resources were required, including more complaints received about erroneous sub-Branch expenditures.

The Customer Relationship Management (CRM) Project (the new membership management system)

The Board was updated on the CRM project. District trainers have been trained and are preparing to commence training of selected sub-Branch executives. As the project sponsor the State Secretary is reporting progress of implementation by sub-Branch. This system is critical for the current and future management of the membership. The aim is to have all sub-Branches operating and benefitting from the new system by the end of the first quarter next year.

Budget and Business Performance

FY 2020/21 Budget
The CFO reported that the business remained on budget, despite no recovery on interstate guests at the Hyde Park Inn. The Government contract remains the main source of income at the hotel.

Operational Matters

Notice of AGM
The Board reviewed and approved the Notice of AGM which is to be promulgated to all sub-Branches.

Staff Assurances
The Board received a report from the CFO confirming that employees are being correctly paid. There were minor issues with a few long-term casual employees’ contracts (particularly at the Hyde Park Inn) that are being addressed.

Fees Subsidy and Supporting Members in Need

The Board considered a paper on how sub-Branches can lawfully subsidise membership fees.
The Board agreed to an interim policy with an accompanying procedure that will enable sub-Branches to subsidise fees if the person is in ‘genuine need’ and this is recorded by the sub-Branch to meet regulatory compliance. A detailed communication will be prepared for sub-Branches.
Sub-Branches will not be able to subsidise other sub-Branch’s members. The Support and Assistance fund is to be used for that purpose. The SOP for the Support and Assistance fund is currently being consulted on through the DPC.

Strategic Matters

The following strategic matters were considered:

Incorporation of sub-Branches

The Board considered the feedback from the DPC on the draft model constitutions. However, rather than further delay this important undertaking under the new Constitution, the Board resolved to approve the Company Limited by Guarantee model constitution drafted collaboratively with an external lawyer, and work through incorporating three sub-Branches as a pilot process before the required procedure is finalised and other sub-Branches will then be able to follow the procedure to incorporate if they wish to. The sub-Branches selected for the pilot have been made aware and agree.

The Board, on legal advice, delayed the decision on the model constitution for the incorporated association because of risks associated with alignment with the primary RSL NSW Constitution. A webinar will be developed to facilitate and enable all members to understand the reasons for this decision.

The trial process incorporates the requirements for sub-Branches to seek independent legal advice on incorporation, noting decision to spend charitable funds must also be considered.
The FAQs will be updated, and the Company Secretary/Head of Legal updated the Board on the process to seek stamp duty exemption in the case where an incorporating sub-Branch is transferring property ownership from Trustees.

Strategic Plan

The Directors acknowledged the impact of COVID-19 and the subsequent extra time needed to consult with members on the draft plan. They thanked the members for their considered feedback and were buoyed by the loud support for the Plan with a renewed and strong future for the League. While pursuing an exciting future vision, the Board noted it requires respect for the past and caring for our older members.
The Directors supported the rapid implementation of some new  processes and projects to ensure the League can attract new members and be renowned as the leading charity for veterans and remain the custodian of commemoration and the ANZAC heritage and values.
The Board approved the 2021 – 2026 Strategic Plan. It noted the planned phased implementation and approved the five-year costing estimate of $16.6 m plus $3 m contingency. Further the directors noted that the budget for year one could not be approved until the strategic funding model is considered in March 2021.

The Board approved the commencement of implementation of initiatives, within the current resource constraints that do not require funding, and with no PMO as that requires funding.

The Board directed that detailed member communication should be provided as soon as possible, including the approved plan to be implemented.  The Board noted that the final Plan includes a ‘Plan on a Page’ version to complement the detailed plan.

Board Matters

Presentation by the RSL & Services Clubs Association

The Chairman and CEO of the Association presented on the future approach to alignment between the RSL NSW Strategic Plan and the future strategic direction of the Association’s member clubs.

The matter of conflicts of interest arising where many clubs still have constitutions that limit who can be appointed to the Club board was discussed as an issue.  Options for addressing this were discussed and it was agreed that a collaborative approach was required as modern governance requirements had changed significantly since the original clubs/sub-Branch separation happened.

RSL LifeCare

After considering legal advice the Board agreed to seek revised assurances from RSL LifeCare to ensure that RSL NSW can discharge their director’s duties as directors of the sole member of RSL Lifecare.
The Board received an update on the formal arrangements for RSL LifeCare reporting on performance of RSL DefenceCare, the primary RSL veteran services provider, supported by RSL NSW and all sub-Branches. The interim reporting is available on our website here
Further an update on the process to consider the expansion of RSL Lifecare company membership was considered.  The Board has a strong view this requires wide-ranging consultation with the RSL NSW membership before progressing. This will occur in due course.

Annual Report

The Board considered the draft Annual Report. Due to budget constraints the publication will be a generic word document to meet the Act’s requirements.

Governance

The Board noted the project approach to implement the significant advice received from Clayton Utz. A summary of this advice is to be uploaded to the Members’ Suite on the RSL NSW website. The Board also noted that the CEO and the senior partner from Clayton Utz will be providing a full brief on the implications of the advice to all candidates standing for director positions. While the original intention was to settle this advice prior to the director nomination period, the pro-bono approach to seeking this advice precluded this.

Property Matters

The Board noted the update.

Discipline

The Board noted the status of matters before the Tribunal.
The Directors noted the Review Panel’s decision on one matter, upholding the Board’s decision.
Two other matters were considered from the Tribunal. One was referred to the District President’s Council to mediate.
The second involved the Board’s interpretation of maladministration (sub-Branch election) and other matters, and the Board decided to uphold the Tribunal’s recommendation and suspend the member from holding office for a minimum of 24 months.

Rent Waivers/Deferrals (Landlord sub-Branches)

The Board received an update on the outcome of the mediation between RSL NSW on behalf of a sub-branch as landlord, and an RSL club as tenant, in relation to a requested rent deferral and waiver. The Board noted the intended application of this outcome to the other outstanding matters.

Reports

Audit and Risk Committee

The Board considered and adopted a new Reserves Policy that has been included in the RSL NSW Financial Management Policy. The business will maintain a reserve of 12 months standard operating expense. The Board noted the actions undertaken to rebuild the Reserve.

The Agenda Committee

The Board noted the report which included 68 motions for the AGM (some with multiple sub-motions). Due to the pandemic and ‘virtual’ AGM, and because many sub-Branches not meeting this year, has made it impossible for delegates to seek their members’ views on the motions, these motions, including over 40 proposed motions to change the Constitution, will be delayed until an EGM is scheduled or the next AGM.  Only essential items will be considered at this year’s Congress/AGM. See Notice of AGM.

All motions submitted have been accepted less those not compliant with the Constitution and submitters are to be notified.

General Business

The Board considered a submission about funding Regional District Councils. The Board directed the CEO to investigate how this funding could be addressed, noting Clause 13.38 of the Constitution.

Future Meetings

The November meeting will be the held via technology. As the September meeting was the last conducted in person with the current Board, the three retiring directors were presented with a certificate of appreciation signed by the Patron, Her Excellency the Governor.

Ray James
Acting President

Sophie Ray
Chair, Board of Directors