Governance

The Diabetic Association of South Australia (trading as Diabetes SA) is an Incorporated Association that has been delivering services to people with diabetes and their families since 1953.

We are a not for profit member-based charity that is governed by a Board of voluntary Board Members.

In everything we do, we put people living with or at risk of diabetes first.

Our Board Members are selected from a broad mix of skills, knowledge and experience. Each receives a comprehensive induction and are paired with an existing Board Member providing knowledge and support in their first year. The Board induction includes information about legal and financial responsibilities as well as general information about Diabetes SA, the incidence of diabetes in South Australia, programs and services and the strategic plan.

The Board has responsibility for the overall governance, management and strategic direction of the Association and for delivering performance in accordance with the strategic plan. These responsibilities are set out in the Association’s Constitution.

The rules contained within the Constitution relate to the:

  • Name and purpose
  • Powers and responsibilities
  • Membership
  • Funds and property management
  • Powers, duties and appointments of the Board.

The Board meets regularly and has established four specialist committees these include:

  • Finance, Audit and Risk Committee
  • Corporate Governance and Remuneration Committee
  • Building Development Committee
  • Research Grants Committee

With each committee having detailed terms of reference.

Diabetes SA is committed to delivering quality programs and services and to continuous improvement of these. As an organisation we have been independently assessed by the Quality Improvement Council (QIC) against the Health and Community Services Standards.

Changes to the Constitution

At the Annual General Meeting held on 27 October 2020 a new Constitution was adopted unanimously by the Members present at the AGM.

The key areas of change within the Constitution included:

  • Provisions to ensure the Constitution is consistent at all times with applicable legislation.
  • Reflecting the use of 'Diabetes SA' as The Association's primary trading name.
  • Consolidation and generalisation of the statement of the purpose, objects, and powers of The Association.
  • Membership classes, including in particular:
  • introducing new classes for health professionals and corporate members, Members of which will not be entitled to vote or be elected to the Board;
  • removing concessional memberships as a separate class (the Board will retain the discretion to grant subscription concessions);
  • volunteers and remunerated employees who receive membership through those positions will be classed as General Members but will not be entitled to be elected to the Board;
  • the Board will determine a term for honorary memberships, subject to the Board's discretion to end any such membership on notice; and
  • the Board will have the right to create or remove membership classes.
  • Memberships will not be transferable to other persons.
  • Clarification of circumstances for termination of membership, and provision for procedures regarding expulsion or suspension of Members to be specified in By-Laws.
  • More detail regarding the role, duties and powers of delegation of the Board.
  • The Board will be able to make, alter and rescind By-Laws by ordinary resolution.
  • More detailed provisions governing nominations for, appointments to and removal from the Board and Term of service on the Board, including in particular:
  • nominations for Board positions must be made in writing no less than 28 days prior to the relevant Annual General Meeting;
  • ability for the Board to appoint up to 3 additional persons (who may or may not be Members of The Association) to the Board in addition to the elected Board Members for a specific term, which may be renewed; and
  • elected Board Members to have a term of 3 years and be eligible for re-election thereafter.
  • More detailed procedures for meetings of The Association and Board meetings, including in particular the ability:
  • to attend and vote using technological means;
  • for Members to nominate a proxy for meetings of The Association; and
  • to demand a poll at meetings of The Association.
  • A minimum of 5 Board meetings per year and the ability for the Board to pass out-of-session resolutions.
  • New rules regarding indemnification and insurance for the benefit of officers of The Association.
  • New procedures for dispute resolution and provision of notices, including by email, to Members.
  • Rules for branches and auxiliaries removed from the Constitution and included in the By-Laws.
  • Clarification of the way in which The Association may execute documents.
  • Requirements for future alterations to the Constitution aligned with legislative standards.
  • More detail regarding the handling of the assets of The Association in the event of winding up or dissolution.