Bicycle Queensland Governance Modernisation
UPDATE 21 April 2022:
We are pleased to announce that following our Special General Meeting on 24 February 2022 Bicycle Queensland changed legal status from an Association Incorporated to a Company Limited by Guarantee (CLG). We now have adopted a new constitution and updated Terms and Conditions. As we wrote in June 2021 as a member very little will change, but will equip Bicycle Queensland to extend both the scope and depth of our work as we advocate to encourage more people riding more often.
The Management Committee of Bicycle Queensland (BQ) is recommending to members that the organisation modernise its governance, moving from an Association Incorporated to a Corporation Limited by Guarantee and adopting a new Constitution.
This briefing note seeks to explain why we are proposing a change, what exactly the change is and how you as a member get to have your say.
Members will have the opportunity to vote on the new Constitution at a Special General Meeting scheduled for the 24th February 2022. We welcome any comments or questions in relation to the new Constitution before then so they can be considered. A copy of the proposed Constitution is available here.
BQ was formed as the Bicycle Institute of Queensland in 1979 and its rules were last updated in 2009. The current Management Committee believes it is time to modernise for these key reasons:
- BQ operates in a crowded and competitive not for profit arena. The corporations model is more rigorous and better recognised by potential funders, partners, and board members.
- The incorporated association model is clunky and no longer has the same advantages for not for profits, such as limitation on directors’ liability, it once did.
- Corporations law is national and the new structure will make it easier for BQ to operate across borders and to attract grant funding from outside Queensland.
- The new structure will allow BQ to be registered as a charity.
What is the change?
With this proposed change, BQ would move from being an incorporated association regulated through the Queensland Office of Fair Trading to a Corporation registered through the Australian Charities and Not for Profits Commission.
What has not changed?
- The brand of BQ. The new company will remain known as Bicycle Queensland and its legal entity remains the same – we keep the same ABN.
- The organisation will still be governed by a volunteer board elected by the members.
- There will be no changes to members’ rights or to the fees paid by members.
|Section||Old||New||Reason for Change|
|Governing Rules||Associations Incorporation Act (Qld) 1981||Corporations Act (C’wealth) 2001||Modernisation and future-proofing the organisation|
|Objects||The old objects focused on promoting cycling, facilities and providing services to cyclists||The new objects cover the old but add promoting the physical and mental health benefits of cycling and collaborating with other organisations||Broadening the objects aligns with the updated BQ Mission and Purpose. Assists with the registration as a charity with the ACNC|
|Directors||Management Committee of President, VP, Secretary and Treasurer (separately elected) plus up to 4 ordinary members||3-7 Directors all of whom are elected by the members. The Board of Director then elect a Chair. The Company Secretary is appointed by the Board not the members.||A more collegiate approach|
|Election of Directors||The Management Committee are elected at the AGM with the committee being able to fill casual vacancies between AGMs||No change|
|Membership Categories||Individual, Household, Life Member, Corporation||Individual, Household, Life Member||The membership categories now reflect the current membership classes.|
If you would like more information about this change, you can download the existing Association Rules, the proposed new Constitution and the letter that was sent to all members in June using the links below.
If you have a question or suggestion, we ask that you contact us at email@example.com
For further details please see the attached forms:
Notice of General Meeting of the Association