I’m writing to outline the next steps for NT Cricket’s constitution reforms following the outcome of the Special General Meeting (SGM) held on 24 July 2020.
At the SGM a constitution reform package was presented to members that proposed a transition from an Incorporated Association to a Company Limited by Guarantee, a change in legal name from Northern Territory Cricket Association Inc (NTCA) to Cricket North Australia Ltd (CNA), and a move from an individual voting membership model to a model that saw the voting members becoming affiliated clubs, associations, cricket committees, directors and life members.
Two Special Resolutions were presented at the SGM with 75% of voting members needing to vote in favour of each of the proposed resolutions for them to pass. Special Resolution 1 proposed an amendment to the current NTCA constitution to enable an orderly and efficient transition to a company legal framework. The resolution passed with 91% of voting members in favour of the amendment.
Special Resolution 2 proposed a package of reforms (mentioned above) encapsulated in the CNA Ltd constitution document presented at the SGM. 71% of voting members voted in favour of the reform package, however, the resolution fell short of the required 75% threshold by a narrow margin of 8 votes.
WHERE TO FROM HERE?
Since the SGM the Board of NT Cricket has been reflecting on feedback provided by members and how best to move forward. The Board proposes to revise the reform package based upon the feedback received, undertake further consultation with members and proceed to a vote on an amended CNA constitution document at the AGM.
FEEDBACK PROVIDED BY MEMBERS
In reflecting on the views expressed by some members at the SGM, some consistent themes emerged.
With Special Resolution 1 passing it has been assumed that a significant majority of members understand and support the need for NT Cricket to modernise its governance structure by transitioning to a company legal framework. The adoption of this resolution at the SGM means NT Cricket is now well positioned to make an efficient and practical transition to a company model once members are ready.
Contentious elements of the reform package raised at the SGM related to the membership model, the registered name of the new company and the wording of some specific clauses in the new constitution.
The most significant objection expressed by members voting against the resolution revolved around the proposed new membership model. The Board clearly heard the message from members, and affiliated clubs, that the membership model needs to retain individual member voting rights. The Board accepts it has not yet been able to make the case for a transition to a more corporate membership model, as opposed to the longer standing individual association membership model.
Some members expressed reservation about a name change to Cricket North Australia, however others expressed support for the benefits the change would provide. There was also some feedback from a couple of individual members who suggested some improvements and increased clarity regarding a couple of specific clauses within the proposed new constitution.
PROPOSED AMENDMENTS & NEXT STEPS
The Board is seeking feedback on some proposed responses and amendments to the CNA constitution that would see individual member voting rights retained, and refinement to the clauses that were highlighted at the SGM. Specifically, NT Cricket proposes to recommend the following changes to the CNA constitution:
1. Amend the title of ‘Registered Player Members’ to ‘Registered Members’ and include Registered Members into Clause 3.1(a) (Voting Members) so that all current individual voting members transition across to the new company and retain voting rights;
2. Amend Clause 3.1(c) to reflect the Board only having the ability to establish new non-voting classes of Membership; and
3. Amend the wording throughout Clause 6.5 (Constitution of Affiliated Clubs & Associations) to make it clear that this clause only exists to ensure:
a) Affiliated Clubs, Affiliated Associations and Cricket North Australia are not in breach of their respective legal obligations due to having conflicting purposes or objects within their constitutions; and
b) A club or association seeking to apply for affiliation in the future has a constitution aligned in purpose and objects to Cricket North Australia.
NT Cricket would be happy to arrange another member forum in Alice Springs and Darwin to discuss these proposed amendments further prior to the Annual General Meeting (AGM) in November.
If members are agreeable to the proposed changes to an updated CNA constitution, we will instruct our legal advisors to update the document, circulate it for review, and commence proceedings to vote on a Special Resolution to adopt the amended constitution at the AGM.
DR BRUCE WALKER AM
PRESIDENT & CHAIRPERSON
NORTHERN TERRITORY CRICKET