A5; Issues Advisory Committees - Terms of Reference
1. PURPOSE
This policy defines the duties, role, functions, composition, and operation of the VFF Issues Advisory Committees. The purpose is to ensure that the Committees’ governance, reporting, and operational processes deliver the VFF’s strategy in accordance with the Corporations Act, 2001, the VFF Constitution and Board policies.
2. BACKGROUND
The Issues Advisory Committees are established by the Policy Council under the VFF Constitution with their primary responsibility being to develop, present and preserve the general policy of the VFF.
The governing authority of the Issues Advisory Committees is the VFF Policy Council and ultimately the Board.
3. POLICY 3.1. Issues Advisory Committees
3.1.1. The Policy Council shall establish Issues Advisory Committees to advise the Policy Council on matters of policy.
3.1.2. The Policy Council shall establish a special Issues Advisory Committee to be called the Water Council which shall include representative members elected from the regions determined by the Policy Council.
3.1.3. Pursuant to Section 11.3.4 (g) of the Constitution, the Policy Council may establish, dissolve, or vary any Issues Advisory Committee.
3.1.4. The Policy Council shall define for each Issues Advisory Committee the areas policy each committee is responsible for.
3.2. Membership
3.2.1. The membership of each Issues Advisory Committee shall be determined by the Policy Council save for any provisions pertaining to the election of Water Council members.
3.2.2. Members of Issues Advisory Committees must be members of the VFF with full voting rights as determined by the Board.
3.2.3. The Policy Council may establish evaluative criteria for the appointment of members to an Issues Advisory Committee.
3.3. Terms of office
3.3.1. The members of each Issues Advisory Committee shall be appointed for a term of no more than two (2) years.
3.3.2. A member shall not be eligible for re-appointment as a member of an Issues Advisory Committee after having served four (4) consecutive terms.
3.3.3. In the event of a vacancy for a position on an Issues Advisory Committee following the close of nominations, or in the event of a casual vacancy, the Policy Council may re-appoint a member who has served four consecutive terms or more as a member of that committee.
3.4. Committee Chairs
3.4.1. The Chair of each Issues Advisory Committee shall be appointed by the Policy Council.
3.4.2. A Chair shall be appointed for a term of no longer than two (2) years. A Chair shall not be appointed to more than four (4) consecutive terms of office, exclusive of service as an ordinary Committee member.
3.4.3. The Issues Advisory Committee Chair shall be the chairperson at all meetings of the respective committee.
3.4.4. Where the Chair is not in attendance, the Deputy Chair shall be the chairperson.
3.4.5. Where neither the Chair nor the Deputy-Chair are in attendance, the President or Vice-President shall be the chairperson.
3.4.6. Where there is no chairperson present, the chairperson shall be elected from among and by the members present.
3.5. Committee Deputy Chairs
3.5.1. An Issues Advisory Committee may recommend to the Policy Council the appointment of a Deputy Chair from amongst their number and the Policy Council shall have the right to make such an appointment.
3.5.2. A Deputy Chair shall be appointed for a term of no longer than two (2) years.
3.6. Committee casual vacancies
3.6.1. Where a member of an Issues Advisory Committee resigns their membership of that Committee, is removed by the Policy Council as a member of that Committee or is otherwise unable to fulfil their duties as a member of that Committee, the Policy Council may appoint another member to fill the vacant position.
3.6.2. Where a member of an Issues Advisory Committee is appointed by the Policy Council to fill a casual vacancy, that member shall serve out the term of the preceding member who created the vacancy.
3.6.3. In the event of there being a casual vacancy on the Water Council, the Policy Council shall ensure that the member appointed to fill that casual vacancy satisfies the regional requirements of membership of the Water Council.
3.7. Duties of committee members
3.7.1. To act honestly, in good faith and in the best interests of the VFF as a whole.
3.7.2. To represent member, branch and commodity council concerns and issues to the Policy Council.
3.7.3. To communicate and promote a greater awareness and understanding of VFF policies amongst farmers, political and other community leaders, and to the general community.
3.7.4. To maintain solidarity with all positions agreed to by the Policy Council and to refrain from publicly criticising any agreed position.
3.7.5. To keep informed on current issues being addressed by the VFF. This involves actively seeking information by reading, seeking advice from VFF staff, outside experts and fellow farmers.
3.7.6. To serve the collective interests of members, employees and stakeholders with honesty and integrity.
3.7.7. To actively contribute to collective discussion, respecting the contributions of other members, and striving to understand their perspectives and contributions.
3.7.8. To openly and constructively discuss issues, being open to freely question or challenge the views presented at meetings.
3.7.9. To prepare for Policy Council meetings by reading agendas, reports, briefing notes and other relevant documents to enable informed debate on matters discussed.
3.7.10. To declare any and all conflicts of interest.
3.7.11. Represent the VFF, in a professional manner, to stakeholders (government representatives, members, media, community groups, etc) as required.
3.7.12. To maintain the confidentiality of any discussions or documents where confidentiality has been requested.
3.8. New member orientation
3.8.1. The CEO facilitates orientation of new members.
3.8.2. As part of the orientation process, new members are provided with an induction manual which provides an overview of relevant policies and procedures.
3.9. Committee meetings
3.9.1. The Chairperson must give at least seven (7) days’ notice prior to each member to convene a meeting of an Issues Advisory Committee.
3.9.2. Such notice shall give details of the matters proposed to be raised and the time and place of the meeting.
3.9.3. The notice, agenda and meeting papers of all meetings shall be prepared, and issued to members, by the CEO.
3.9.4. In cases of urgency a meeting of an Issues Advisory Committee may be held without the notice required by Clause 3.1 provided that as much notice as practicable is given to each member of the committee by the quickest practicable means. The meeting in this instance shall only deal with the urgent matter which is the business of calling the meeting.
3.9.5. An agenda shall be distributed to all Issues Advisory Committee members at least five (5) working days before a meeting.
3.9.6. Matters not included in the agenda may be considered provided that as much notice as practicable is given to each member of the Issues Advisory Committee by the quickest practicable means.
3.9.7. Each Issues Advisory Committee shall convene no less than three (3) times in a calendar year.
3.9.8. A meeting of an Issues Advisory Committee may be called or held using any technology determined by the Committee or the Policy Council.
3.9.9. The elements of Policy G2; Board Charter related to the conduct of meetings, Director Ethics, conflict of interest or duty apply to this committee. Participation in the committee by members is voluntary (no sitting fee).
3.10. Quorum 3.10.1. The quorum for meetings of an Issues Advisory Committee shall be three (3) members present and voting save for the Water Council, in which case the quorum shall be four (4) members present and voting.
3.11. Issues Advisory Committee voting
3.11.1. All votes shall be conducted by a show of hands from among the members present.
3.11.2. A vote may be determined by a secret ballot if a request is made to the Chair.
3.11.3. The Chair shall have a deliberative and casting vote.
3.12. Minutes
3.12.1. A record as minutes of all meetings must be kept. meeting minutes are the official record of who was in attendance, what decisions were made and agreed actions, and all other consequential events that occurred during the meeting. Minutes should not be a verbatim account of every commentary in the meeting.
3.12.2. When minutes are approved by the Policy Council, they are signed by the Chair and may not be further amended and shall be submitted to the next meeting of the Board.
3.12.3. When minutes are finalised, they shall be retained in archive indefinitely while the entity exists.
3.12.4. Minutes are to be taken and recorded by any member of staff delegated by the CEO for all Issues Advisory Committee meetings.
3.13. Circular resolutions 3.13.1. An Issues Advisory Committee may determine questions outside of a meeting via a written circular resolution.
3.13.2. A circular resolution may only be submitted by the CEO at the request of the Chair.
3.13.3. Any question submitted by circular resolution shall pass if the CEO receives written responses in the affirmative by all of the members of the committee.
3.13.4. The CEO may use any form of technology to determine questions by circular resolution. Where that technology includes the ability to poll the members, their vote shall be taken as being a written response.
3.14. Sub-committees
3.14.1. An Issues Advisory Committee may propose the creation of any sub-committee it believes is needed to assist in the fulfilment of its functions by drafting terms of reference for consideration and approval by Policy Council at its next meeting.
3.14.2. Subcommittee terms of reference should include: 3.14.2.1. The purpose and functions of the sub-committee; and
3.14.2.2. The reporting date for the sub-committee.
3.14.3. An Issues Advisory Committee may appoint other members to serve on any sub-committee it creates as it sees fit.
3.14.4. All sub-committee members shall observe the same duties required of Policy Council members.
3.15. Water Council membership
3.15.1. The members of the Water Council shall be directly elected by the VFF members.
3.15.2. Each member shall represent one (1) of the Water Council regions. A member shall not represent more than one (1) region.
3.15.3. Each Water Council member shall be a member of a branch within the boundaries of the region they represent.
3.16. Water Council regions
3.16.1. The number and boundaries for each Water Council Region shall be determined by the Policy Council and the Policy Council shall allocate each branch to a region.
3.16.2. A branch shall not be allocated to more than one (1) region.
3.16.3. The list of regions and their corresponding boundaries shall be kept by the Chief Executive Officer.
3.16.4. One (1) member of the shall be elected to the Water Council to represent each region.
3.16.5. A member’s branch membership shall determine the region to which they are eligible to vote or to represent as a member of the Water Council.
3.17. Water Council elections
3.17.1. Members of the Water Council shall be elected by the voting members of the Federation and any election, if contested, shall be conducted by the prescribed ballot using the preferential system of voting.
3.17.2. The election shall take place at a date specified by the Policy Council or the Board.
3.17.3. The Policy Council shall determine which regions shall have elections in even and odd years.
3.17.4. Nominations for the position of Water Councillor shall be submitted to the Chief Executive Officer in a manner and form determined by the Chief Executive Officer.
3.17.5. Nominations shall be in writing and signed by two (2) nominators who shall be voting members of the Federation.
3.17.6. Nominators shall be a member of a branch within the boundary of the region for which the candidate has nominated.
3.17.7. Where no member has nominated to represent a Water Council Region by the close of nominations for an election, a casual vacancy for the position shall be declared and the Policy Council may then appoint a member from the corresponding region to fill the vacancy.
4. ACCOUNTABILITY
VFF CHAIR
VFF CEO
5. RELATED POLICIES/PROCEDURES
Policy G1: VFF Strategy and Policy Framework
Policy G2: VFF Board Charter
Policy C2: Business expenses reimbursement