Proposed governance and constitutional changes
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Creating a skills-based, profession-led Board to underpin our future
As a Fellowship-based organisation, RACS commits to ensuring the highest standard of safe and comprehensive surgical care for the communities we serve through excellence in education, training, professional development and support, and in advocating on behalf of the profession in Australia and Aotearoa New Zealand.
To successfully do that for our 8000 members we must ensure the governance of the College is as strong as possible.
That is why we are proposing a new standalone skills-based, profession-led Board with strong financial and risk management abilities. This will leave Council to focus on its core business of continuing to lead the development of professional standards, research, education and training and its critical role in advocating on behalf of the profession to government.
To create this new governance structure, we need to change the College’s Constitution. This requires a two-thirds majority vote in a Fellows’ ballot.
The timeline for this vote has now changed to enable us to incorporate valuable feedback from members into the proposed amendments to our Constitution.
Instead of taking place in April and May, the timeframe has now been pushed back.
Your concerns addressed
Over the past few weeks, we have been consulting with members and we have received valuable feedback that is now being incorporated into the proposed constitutional amendments. These changes, and others that arise as we continue the consultative process, will clarify the intent of the initial proposal and amend areas to assure members of the continuing leadership of the president and Council:
- There will be no change to Council. Council will continue to be foremost in member representation with the core functions and business of the College continuing to be led by Council as members’ elected representation.
- The president will continue to lead our organisation. The Board will carry the fiduciary responsibilities of finance, audit, risk and high-level governance but the core business of RACS will be Council-led.
- The chair of the Board will always be a Fellow. We have amended the Constitution to ensure this and provisioned so that the president and vice president are not excluded from the role provided sufficient tenure can be assured.
- The Board will always be profession-led. There will be a clear majority of surgeons on the Board at all times.
You can view the existing RACS Constitution (PDF 60.88KB). We continue to consult with members to ensure the changes made to the RACS Constitution will provide for a strong, profession-led governance structure to the benefit of the surgical community in Australia and Aotearoa New Zealand. That includes enshrining surgical leadership into the Constitution. The proposed constitution will be shared with the membership prior to recommencing the ballot process.
Frequently asked questions
Why is there a need for a change to the College's governance structure?
An independent review of the causes of the financial situation at RACS confirmed the critical importance of having a skills-based governance Board made up of independent external persons with the requisite experience in finance, governance and management. As such, the RACS Council has approved a new structure to address these shortcomings.
What does the proposed Board structure entail?
The proposed Board will have a smaller size than Council and will focus on separating financial and legal responsibilities from Council. The Board will carry the fiduciary responsibilities of finance, audit, risk and high-level governance, leaving the core business of RACS to Council.
Who will the Board be accountable to?
The Board will ultimately be accountable to you, the members. Its role is to act in the interests of the College and its members in the long term.
Will the current president be the new chair?
This is possible under the proposed changes but not mandated. The chair however will always be a Fellow appointed by the Board.
How will directors be appointed to the Board?
Members will continue to elect Councillors as usual, and Council will consider nominations for surgical directors to the Board. In the first year, the independent Recovery Committee will nominate the first external directors to the Board. In subsequent years, the Board will take over responsibility for selecting skills-based non-executive directors. Surgical director (Board) applicants approved by a nominations committee of Council will be elected by the membership. Directors will be able to serve for a maximum of three consecutive three-year terms.
What happens to the role of Council?
The core functions of Council, including guiding strategy and policy across standards, research, advocacy, education and training on behalf of the surgical profession will remain unchanged. Council will continue to be led by the president and will make recommendations to the Board for consideration through a legal and financial lens. The College Council is elected by members and will provide representation, policy direction, and advice to the Board.
What changes will occur within Council?
The Council structure is unchanged by these proposed constitutional amendments.
What happens to the Recovery Committee?
The Recovery Committee has done important work and this will continue up until the new Board is in place. At that point, its accountabilities will be handed over to and absorbed by the new Board and therefore the Recovery Committee will be dissolved.
Will Board members be paid?
No, directors will not be directly remunerated. They will be provided an allowance for reasonable expenses they may incur.
What is the process for implementing these changes?
Implementing the new Board structure will require a new College Constitution, which necessitates a two-thirds majority vote of Fellows.
Why has the timeline changed?
Originally the proposed changes were to go to a Fellows’ ballot from 9 April to 9 May 2024. This timeframe has been extended. Consultation with members has led to some valuable feedback that is being incorporated into the amendments.
When can members view the proposed changes in full?
The new iteration with the updated proposed amendments will be uploaded to this page as soon as it is finalised.
The proposed changes to the Constitution allow for the establishment of a skills-based, profession-led Board. What does “skills-based” mean?
“Skills-based” means the membership of the Board will represent a mixture of the skills and experience that will make for effective decision-making and allow it to meet the obligations and expectations of a modern governing board of directors. These skills include finance, legal/governance, information technology and cyber security.
How can Fellows ask questions about the proposed constitutional changes?
We want to hear from our Fellows and your questions are always welcome. Please email them to: RACS.Communications@surgeons.org.
We have also organised another Fellows' webinar on Tuesday 16 April- 6:30pm-7:30pm (AEST) to provide a further forum for questions. An email with the registration link has been sent out to all Fellows.
In order for us to address your key questions, please send them ahead of the webinar to RACS.Communications@surgeons.org. The webinar will focus on the themes and questions we receive in advance. You will also have the opportunity to submit questions via the chat function during the webinar. As many of these will be addressed as possible in the time permitting. We will update this webpage with your key questions and the answers following the webinar.