SIMNA to become a company limited by guarantee

July 2015

• SIMNA National Steering Committee has reviewed SIMNA governance
• Proposes that SIMNA become a company limited by guarantee
• Period of stakeholder consultation to inform final details

Summary
For some time now, SIMNA’s National Steering Committee has been considering the future structure of the organisation and its relationship with the State Chapters. At its recent meeting the Steering Committee agreed, in-principle, that SIMNA will become a ‘company limited by guarantee’.

Why change the structure?
At the national level SIMNA currently comprises a collection of volunteers that work together with State Chapters and other SIMNA members to bring SIMNA’s vision to life.

While the current arrangement has served SIMNA will until now, it will become increasingly restrictive and cumbersome as we try to increase our impact together over time.

By becoming a ‘company’ SIMNA:
• Will have a formal structure that can be communicated to stakeholders;
• Will carry its own legal status and can more easily engage with government, funders, service providers and others to achieve its aims; and
• Can operate effectively across state borders as its activities would be governed by one, national, law – the Corporations Act 2001.

Assessing potential risks
Being governed in this way brings with it certain reporting obligations and compliance costs, among other things, and so we have spent considerable time assessing the ‘company limited by guarantee’ structure as well as seeking legal advice to inform our in-principle decision.

However, as part of the change process, the Committee wants to consult widely within our membership and among key external stakeholders to ensure that the proposed new formal structure will reflect the current and potential future needs of the SIMNA network.
How to have your say
The Committee will soon open a six-week period of consultation to invite views and feedback about some of the details. Issues to be considered are many and include:
• SIMNA membership, including views on paid and/or different levels of membership;
• The potential role and structure of SIMNA State Chapters in any formalised network; and
• The composition of SIMNA’s (future) Board, its constitution and rules.

You will have the opportunity to to engage in discussion on the future of an incorporated SIMNA by:
– Taking part in discussions at upcoming SIMNA State Chapter events;
– Responding to an on-line survey;
– Contributing to moderated, on-line conversations through Linked In;
– Arranging a face-to-face meeting with members of the Steering Committee (as appropriate and as available); and
– Engaging with members of the Steering Committee.

The Steering Committee truly believes that the proposed change of structure will strengthen the SIMNA movement by building on its considerable legacy and creating the opportunity for an even greater impact in future.

Q & A
Q: What is a ‘company limited by guarantee’?
A: At present, SIMNA’s legal status is limited to that of its volunteer ‘office-bearers’ (that is, State Chapter volunteers and members of the National Steering Committee). This limits the extent to which SIMNA can engage with other entities to fundraise, employ, contract or otherwise deal with individuals or agencies to further its mission.
A company limited by guarantee is a legal form that means an organisation (a group of individuals or entities formed around a common cause or interest) attains a ‘legal status’ and can own assets, enter into agreements and contracts and employ people. ‘Company’ status also limits the legal exposure of members of the company (hence the phrase company ‘limited by guarantee’) to evidence of recklessness or negligence, giving members (and their representatives, directors) greater freedom to carry out activities in pursuit of their mission. In addition, a company’s members are liable to contribute a certain amount to the company in the event it has to be wound up. In SIMNA’s case this is likely to be limited to just a few dollars.

Q: When will this happen?
A: The National Steering Committee is committed to discussing this process widely and taking all constructive views and ideas on board before formalising our company status.
We expect that ‘SIMNA Co’ will be formed within six months of the conclusion of the consultation process (that is, early 2016).

Q: What, if anything, will change?
A: At this stage, nothing has been determined beyond agreeing that SIMNA needs a formal, national body to support the network’s agenda. So, very little may change but, on the other hand, this may be an opportunity for a great deal of positive change.
The Steering Committee is very conscious of its role as a steward of the work done by many within the SIMNA ‘family’, and beyond, and so wishes to canvass views, thoughts and ideas about what a future, incorporated, social impact measurement organisation might aim to achieve.

Q: What will this mean for the State Chapters?
A: Company status at the national level need not mean any change at the state level for State Chapters. SIMNA is, effectively, a ‘federated’ model meaning that each State Chapter operates independently of SIMNA at a national level.
Over time, however, there may be some changes at a state level to bring a more uniform and coordinated approach to achieving our mission. This is something we wish to canvass views on through this consultation process.

Q: Will I have to pay to be a member and attend events now?
A: While there are costs associated with establishing and managing a company limited by guarantee, there is no reason for anything to change, in the short-medium term, at the State Chapter level.

Q: Did you consider other forms of formal legal status such as an incorporated associations and co-operatives?
A: Yes we did and, moreover, we sought legal advice in this regard too. Other forms of legal structure have a range of limitations and lack some of the key advantages, that being a company under the Corporations Act 2001 provide.

Q: Will SIMNA’s name change?
A: There are no plans for SIMNA’s name to change in the transition to a company. However, as always, we welcome feedback and views in this regard.

Q: Where can I get more information?
A: Very shortly the consultation process will begin and we look forward to your engagement. In the meantime, feel free to contact SIMNA Steering Committee Chair, Simon Faivel,  or Steering Committee member, Russ Wood.