8th January 2017. WIA Reform Group – News Letter number 36. Thinking of nominating for the board?

Are you considering nominating to be a Director of the WIA?  If so, read on….

The WIA is calling for members who are licenced amateurs to nominate as a Director.  At first glance, being a Director of your National Organisation may appear like a good idea.

However, be warned.  Directors are accountable to members or shareholders of a company or association, and there are many laws and regulations that govern the obligations of company Directors.

You will need special skills and appropriate experience.  A love of your hobby, a string of awards or technical skills in radio does not prepare you to be a competent or successful Director.  Running your own business may appear helpful, but being a Director of a public company or association requires a different set of skills.

Being a Director imposes serious responsibilities and penalties should you fail to exercise those responsibilities.  See ASIC and AICD Documentation at the end of this newsletter.

Members considering nominating to be a Director of the WIA should think very clearly about their skills, experience and motivation.  In the last two years, four Directors have resigned as well as five Treasurers, most of whom have publicly stated some very serious concerns with the governance and operation of the WIA.

These ex-Directors and Treasurers were, without exception, professionally qualified and experienced in management and finance…..and they all resigned….what does that tell you?

The culture of the organisation is fragmented and dysfunctional.  It is our view that if you join the WIA board, you will take on a role with a considerable level of risk, stress and potential exposure that you may not want in your life.

You will become a Director of a company that has serious failings and exposures in the following areas:

FINANCIAL COMPLIANCE AND (MIS)MANAGEMENT

For the last 2 financial years the WIA finances have been in disarray.  The WIA has had seven Treasurers since August 2015.  Five of those seven have resigned and made public statements  including: “the Board is incompetent” and “the finances are a disaster”.

Significant questions relating to the 2015 Financial Report remain unanswered.  Record keeping for 2016 is also a mess and it is likely the WIA will report a significant loss.  2017 is likely to be no better.

The WIA currently has no Treasurer.…..

More money is being spent on external professionals; who will no doubt receive inadequate oversight and direction leading to further problems.

As a company director you have a fiduciary duty of care.  Will the outgoing Board properly advise you of the environment you are entering and the responsibilities that you will be taking on?  Will you be properly briefed on the corporate failings and exposures you as a Director of the WIA will inherit?

CORPORATE COMPLIANCE & RECORDS MANAGEMENT

Have records been maintained consistently and responsibly?  Will you receive a proper induction and overview of the many business processes and governance arrangements that are supposed to be in place?  The WIA employs paid staff and manages many volunteers.  Are you aware of your responsibilities under the Corporations Act, Employment Law and various other Commonwealth regulations?

COMPLIANCE WITH GOVERNMENT CONTRACTS

The WIA has a contract (Deed) with the Commonwealth of Australia (ACMA).  Have all records and reports been properly maintained?  Are you competent to comply with this deed?  Do you have any experience in commercial contract management?

GENERAL RESPONSIBILITIES 

If you have no experience of directorship of a not for profit organisation, you would be well advised to seek independent advice before becoming a Director of the WIA.

At least two Directors resigned in 2016 following independent legal advice. Both of these gentlemen have extensive commercial management experience….

Being a Director carries with it a risk of both civil and criminal prosecution with unlimited financial risk.

If you hold substantial assets or operate your own private business you could be exposing yourself and your family to unnecessary risks, not to mention a lot of stress.

Three Treasurers resigned in 2016 alone due to poor financial oversight and conduct by the outgoing Board of Directors.  This suggests that the WIA has serious compliance issues.

 

Coupled with the above challenges, the WIA has not kept pace with the hobby, society, marketing and promotion, business management strategies or the younger generation.  Membership is ageing and is in decline.

The cost base is not sustainable and there is significant resistance to change.

The WIA has been returning a loss for some years with the last two years seeing an alarming downward spiral.  You will be entering in May 2017 mid-way through the WIA’s financial year, a year which is almost certainly going to see another significant loss.

If you intend to nominate for Director, please ask the incumbent board some questions, perform your own due diligence and seek legal advice.  This role will be far more than a committee position at your local club. 

Ask yourself this: “what special skills can I bring to the board – a board that nine professionals have resigned from in disgust? Do I have the experience, commitment and motivation to join the board of an organisation in financial disarray? Do I accept the very real risks that this Directorship will bring to my personal life?”

If you wish to discuss these matters further or have any questions please contact us for a private conversation.   The links that follow that may be of interest.

 

http://www.companydirectors.com.au/director-resource-centre/publications/the-boardroom-report/back-volumes/volume-11-2013/volume-11-issue-22/five-attributes-of-a-good-director

 

http://asic.gov.au/regulatory-resources/insolvency/insolvency-for-directors/directors-what-are-my-duties-as-a-director/

 

http://www.wiarg.org