MEMBER UPDATE – CONSTITUTIONAL REFORM
Recent commentary regarding the GBOTA Constitution has highlighted the importance of keeping members well informed as we approach the Extraordinary General Meeting (EGM). We thank all members for their engagement and interest in the reform process and we value the time and effort taken to review the draft Constitution, examine the ‘Change Tracker’ and provide feedback. Constructive discussion and robust debate are essential to the health of our Association, and we remain committed to ensuring every member has clear and accurate information. We encourage ongoing participation in the spirit of respect and collaboration, with discussion grounded in fact rather than rumour or speculation.
Please see below an explanation of the Constitutional Reform items, including general comments on matters that have been raised in recent member communication.
GBOTA’s Legal Status
GBOTA is, and has long been, a company limited by guarantee. This is stated on the cover page of the current Constitution. The proposed reforms do not alter our legal status and there is no proposal to sell the organisation or convert it into a profit-making enterprise. GBOTA remains a not-for-profit, meaning no member, director or staff member can receive profit distributions and any surplus on winding up must go to a charity or not-for-profit.
Independent Directors
The draft Constitution proposes introducing a small number of Independent Directors, a common governance practice that brings fresh perspective, professional expertise and objective judgment without displacing the membership’s representative role. Independent Directors have broader governance duties than consultants and may receive remuneration determined transparently and in line with the Constitution and market norms.
Board Composition
The proposed structure of two Directors from each of the Metropolitan, Provincial and Regional electorates will create a streamlined and balanced Board. Reducing the number of Directors from ten to six is aimed at improving agility and efficiency, reflecting GBOTA’s smaller operational base today. Safeguards remain in place to prevent “stacking”.
Director Terms and Service Limits
From the 2026 election onward, Directors will serve three-year terms, providing stability for long-term strategic planning. This change does not apply to the current Board. A new maximum of three terms (nine years) will apply to encourage Board renewal, but will not be applied retrospectively to past service under the current Constitution.
Membership Eligibility
The draft Constitution allows membership from age 16, consistent with many organisations. Members under 18 will be non-voting until they turn 18. All members must pay the Subscription Fee to hold Full Membership. Associate Membership remains available for those who do not meet eligibility or payment requirements.
Membership Application Process
A Membership and Advocacy Committee, including two Directors, will review applications, but the Board retains final discretion to approve or reject membership at any time before admission.
Committees and Director Payments
Directors remain unpaid, with reimbursement only for reasonable expenses. The proposed Remuneration Committee (Clause 29) makes recommendations on pay structures and compliance for staff, with final decisions resting with the Board.
Board Meetings
For the first time, the Constitution will require a minimum of seven Board meetings per year. This is a baseline requirement and does not limit the Board from meeting more often.
Virtual Meetings
The reforms would allow members and Directors to attend meetings via audio-visual link, without replacing the option for in-person attendance or proxies. This is intended to make participation more accessible, especially for regional members.
Advocacy Summit
The proposed Advocacy Summit allows each Branch to appoint a delegate to contribute to GBOTA’s advocacy policy. The Membership and Advocacy Committee will conduct the Summit and prepare an Advocacy Statement for the Board.
Appeals Tribunal
The reforms propose an independent Appeals Tribunal, managed externally, to enhance fairness and reduce perceptions of bias. The full process is outlined in Schedule 4 of the draft Constitution.
District Associations (MDA)
District Associations, including the Metropolitan District Association will no longer exist under the new model, as branches will be grouped into electorates for Director elections and communicate directly with GBOTA through the Advocacy Summit. This streamlines governance and removes an unnecessary intermediary layer.
Administrative Changes
The draft Constitution includes structural, formatting and drafting improvements for clarity and consistency, following legal advice and aligned with governance best practice. The ‘Change Tracker’ provides full detail on every amendment.
We remain committed to transparency and to ensuring members are informed ahead of the EGM. Members are encouraged to read the draft Constitution and supporting materials, ask questions and participate constructively in shaping GBOTA’s governance future.