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. The Board Charter and the Association's Constitution sets out these responsibilities.

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 five specialist committees these include:

  • Finance & Audit Committee
  • Corporate Governance Committee
  • Building Development Committee
  • Research Advisory Committee
  • Advocacy & Communications 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

NOTICE is hereby given that at the Annual General Meeting of The Diabetic Association of SA Inc. (The Association) to be held at Thebarton Community Centre, Corner South Road and Ashwin Parade Torrensville on Thursday 26 October 2023 at 9.30am.

The business of the meeting will include the following Special Resolution, proposed by the Board for consideration, and if thought fit to pass the resolution by the Members in attendance and eligible to vote at the meeting. 

SPECIAL RESOLUTION
“That the Constitution of The Diabetic Association of SA Inc. (The Association) in the form presented to the Annual General Meeting be adopted as the Constitution for The Association in substitution for and to the exclusion of The Association’s existing Constitution.”

Key changes to the Constitution include:

  • Minor modification to purpose and objects with the word ‘funding’ replaced by ‘advancing’ research.
  • Correction to Rule 17 to refer to Rule 35 rather than Rule 21.
  • Introduction of maximum term limits (3 terms of 3 years) and maximum tenure of 9 years for a Board Member.
  • Inclusion of special circumstances where the Board may seek to extend the maximum tenure of a Board Member by up to two x 1-year extensions.
  • Confirmation that after a Board Member’s maximum tenure has been reached a period of three years must pass following that Board Member’s retirement from the Board before the former Board Member is eligible to nominate for re-election to the Board.
  • Introduction of a 2-year term limit for Office Holders and confirmation that an Office Holder can re nominate for further terms provided the Board Member’s tenure has not been exceeded. 
  • Inclusion of a clause that allows a Board Member to hold two Office Holder positions concurrently but only exercise one vote.
  • Confirmation that where a vacancy exists on the Board, or in an Office Holder position, such roles will be appointed under a casual vacancy until the next AGM and that time served in a casual vacancy does not count toward the term of a Board Member or Office Holder.
  • Confirmation that casual vacancies can be filled by an out of session resolution.
  • Confirmation that a Board Member may respond to a resolution sent by email through electronic voting and that out of session resolutions will be deemed valid and effectual when signed or otherwise agreed to by the majority, or in the case of a Special Resolution, a three-quarters majority, of the Board.
  • Notice of meetings will be sufficient if it appears in a newspaper circulating within Australia, as opposed to South Australia. 
  • Minor clarification to the wording of Rule 96 and Rule 115.

At the Annual General Meeting held on Thursday 26 October the Members in attendance resolved to adopt the Constitution as presented in substitution for and to the exclusion of The Association’s existing Constitution. Can you include this in latest news as well.

Information about Special Resolutions
Under the Association’s Incorporations Act (1985) (SA) a ‘Special Resolution’ defined in Section 3 of the Act is a resolution where 21 days written notice has been given to all Members, and where it has been passed by three quarters majority of Members present at the meeting and entitled to vote.

Questions from Members
Members who are unable to attend the AGM and would like to ask a question pertaining to the changes to the Constitution, are invited to do so via phone 8354 5815 or email ceo@diabetessa.com.au to the Chief Executive Officer Angelique Pasalidis by 5pm Friday 20 October 2023.

A copy of the full text of the proposed new Constitution and existing Constitution, along with a document marked up to show the changes between the proposed and existing Constitutions, are available at - www.diabetessa.com.au/about us/constitution .  Any Member requiring assistance in accessing the documents is invited to contact us using the contact details above.

Diabetes SA Constitution - Issue No 3
Compare Constitutions
Diabetes SA Draft Constitution - Issue No 4
By-Laws for Suspension or Expulsion of Members
By-Laws for Auxiliaries and Branches