Transition from Incorporated Association to Company Limited by Guarantee

The NSWFDCA is a member-owned Peak body that represents and advocates on behalf of Family Day Care educators and services. The Association is owned by its members who have a say in governance by attending Annual General Meetings and voting for members of the Association’s Board.

KEY FEATURES OF A BOARD-LED, MEMBER-OWNED PEAK BODY

1. Members shape the direction of the organisation through governance structures.
2. Board members are often sector peers who are experienced in Family Day Care and passionate about its future.
3. Operates with a strong values base, grounded in children’s wellbeing, educator support, and community care.
4. Decisions are informed by consultation, collaboration, and consensus-building.
5. Often involved in policy submissions and government liaison.

BENEFITS OF A BOARD-LED, MEMBER-OWNED PEAK BODY

• Deep sector legitimacy – members feel ownership and connection.
• Enables strong, unified advocacy on behalf of the Family Day Care community.
• Draws on the real-world experience of both Board and members.
• Promotes democracy and accountability in governance.
• Helps preserve the unique identity and values of the Family Day Care sector.

CHALLENGES

• Balancing representative governance with professional operational management.
• Avoiding “operational creep” by the Board while remaining deeply connected to members.
• Managing diverse member needs and expectations, particularly across regions and service models.
• Ensuring sustainability and relevance in a changing regulatory or funding environment.
• Maintaining strong communication loops between Board, staff, and members.

ROLE OF THE BOARD WITHIN A MEMBER-OWNED PEAK BODY

• The board is elected by the members and is accountable to them.
• Duty to act transparently, responsibly and in the best interest of the organisation’s purpose and its membership.
• Provides strategic leadership and ensures the organisation reflects the values and priorities of the Family Day Care community.
• Oversees policy positions, advocacy strategies, and sector engagement.
• Ensures financial sustainability, regulatory compliance, and ethical governance.
• Hires and supports the CEO, who manages daily operations and staff.

The Board consults members on major decisions like setting or changing strategy. Outside of this, members elect the Board to make decisions on their behalf.

BOARD ACCOUNTABILITIES

The Australian Charities and Not-for-profits Commission in Governance Standard 2: Accountability to Members states a Board must:

• Take reasonable steps to be accountable to their members, and
• allow their members adequate opportunities to raise concerns about how the charity is run.

The Board demonstrates their accountability to members by reporting progress against the Association’s goals at the Annual General Meeting. NSWFDCA also runs member forums (currently State Committee Meetings) to seek member input and to provide opportunities for members to raise concerns and ask questions about how the Association is run.

Here is information from the ACNC as to how NSW FDCA would meet the governance standard of accountability to members: https://www.acnc.gov.au/for-charities/manage-your-charity/governance-hub/2-accountability-members

Fiduciary Responsibility: The Board must act in good faith and in the best interests of the members and the organisation. This includes:

• Duty of Care: Make informed decisions with reasonable diligence.
• Duty of Loyalty: Avoid conflicts of interest; act without personal gain.
• Duty of Obedience: Ensure the organisation adheres to its mission and complies with laws and governing documents.

Transparency: Members should be informed about Strategic plans and major decisions, financial performance and use of funds, and Board actions and rationale for significant changes. Transparency can be achieved through regular reports (e.g., annual reports), open meetings, and providing clear communication channels between the Board and members.

Member Engagement and Representation: The Board should reflect and respond to member interests. If the organisation is membership-based, members have the power to  vote on key issues such as changes in the constitution and election of Board members.

Performance and Evaluation: The Board must evaluate its own performance in governance and the performance of the organisation in delivering on its mission. Poor performance or misconduct should be addressed openly, with the possibility of member input or formal review.

Legal and Ethical Compliance: The Board must ensure the organisation follows all relevant laws and regulations and operates ethically and in accordance with its constitution, strategy and policies. Failure to do so can damage trust with members.

ROLE OF THE CEO AND STAFF

1. Deliver programs, advocacy, member support, training, and services.
2. Act as a bridge between Board decisions and member needs.
3. Gather sector insights to inform the Board’s decisions.
4. Lead partnerships, stakeholder relations, and communications.
5. Report to the Board and are accountable for the implementation of the Strategic plan.

BEST PRACTICES FOR EFFECTIVE GOVERNANCE

• Regular member engagement and consultation.
• Clear roles and responsibilities between Board and staff.
• Skilled and diverse Board membership, with training and sector knowledge.
• Transparent decision-making, underpinned by the best interests of members and sector.
• Continuous review of strategy, impact, and alignment with sector needs.

Download Fact Sheet

The NSW Family Day Care Association Board is a not-for-profit Board.

It holds ultimate responsibility for the organisation’s direction and oversight, and serves a purpose other than making profit for owners/shareholders.

ROLE OF THE BOARD

1. Provides strategic leadership, oversight, and governance.
2. Sets the vision, mission, and values of the organisation.
3. Approves budgets, policies, and major decisions.
4. Ensures compliance with legal and financial obligations.
5. Hires, supports, and evaluates the CEO.
6. Acts as stewards of the organisation’s reputation and resources.

ROLE OF THE CEO AND STAFF

1. Reports to and are accountable to the board (via the CEO).
2. Implement the board’s strategy and report on progress.
3. Manage day-to-day operations and deliver programs or services
4. Provide the board with accurate and timely information.

BENEFITS OF HAVING A BOARD

• Encourages transparency and accountability.
• They are elected by the membership and entrusted to oversight the organisation.
• Promotes shared leadership and reduces the risk of power imbalances.
• Enables access to a broad range of expertise and perspectives.
• Ensures mission-driven focus, not profit motives.

BOARD CHALLENGES

• Risk of board overreach into operational matters.
• Potential for slow decision-making if governance is unclear.
• Need for strong communication and trust between the Board and CEO.
• Board members must stay engaged and informed.
• Need to have a range of skills to make good decisions in a complex environment.

DOWNLOAD FACT SHEET 1: How the Board and Staff Operate in a Member-Owned Peak Body (Word document)

Please find below the topline Constitution comparison map. This allows you to compare the previous Constitution and future Constitution.

Please find below A RACI chart, RACI is an acronym that stands for Responsible, Accountable, Consulted, and Informed.

This communique was sent by CEO Anita Jovanovski on 5 August 2025

Dear Members

Our Constitutional Review Reference Group has met twice and worked between meetings to develop clear, helpful information to guide members through NSW FDCA’s transition to a Company Limited by Guarantee.

They’ve drafted a modern constitution that reflects how we want to operate in the future—ensuring the Association continues to grow, support members, and remain a strong voice in the sector.

What’s been done so far:

• NPT created a base draft constitution, updating it to align with legal requirements and removing unclear or conflicting clauses.
• The Reference Group met twice to discuss what’s working, what needs improving, and to propose future-focused changes based on best practices and members’ experiences.
• The NSW FDCA Board and CEO have been kept informed throughout.
• An updated timeline shows all progress to date. Members’ Area: Ltd Company Transition – NSWFDCA

What happens next:

Now it’s over to you, our members to review and provide feedback on the draft constitution. These are your rules, and they shape how we work together.

It’s important that members understand the key changes and have the chance to engage now. The AGM is not the right time to propose changes, as it could delay the process by months and increase costs for everyone.

This has been a major effort with many people contributing their time to get it right. Over the next month, we’re asking you to:

• Read the documents
• Attend a member information session (if possible)
• Share your feedback

Where to start:

To help manage your time, the Reference Group recommends this approach:

1. Start with the attached RACI document
2. Review the summary of key changes between the old and new constitutions (attached)

If you want more detail, a full clause-by-clause comparison is also available here.

You can view the draft constitution with links to the current version here. Members’ Area: Ltd Company Transition – NSWFDCA

Member Information Sessions – Thursday 14 August
We’re holding three online sessions to walk you through the key changes in the draft constitution, share member feedback received so far, and answer your questions.

Session times:

• 10:00–11:00 AM
• 12:30–1:30 PM
• 3:00–4:00 PM

Book your preferred session here: https://bit.ly/NSWFDCA

Please send your feedback or questions, or want to talk to someone about the changes, to one of these emails jenny@nonprofittraining.com.au or membership@nswfdc.org.au

We look forward to your input, even if it is, we are happy with the changes!

Regards,

Anita Jovanovski