As part of Bundaberg Tourism’s ongoing commitment to strong governance and continuous improvement, the Board has undertaken a comprehensive review of the organisation’s Constitution.
Following Board consideration and legal advice and review by K&L Gates, we are pleased to share the proposed updated Constitution for member review and feedback.
- You can read the original 2018 Constitution here
- You can review the marked-up version here
- You can read the proposed 2026 updated Constitution here
Why are we updating the Constitution?
Our current Constitution was last updated in 2018. Since that time, governance standards, organisational needs and best practice for not-for-profit and membership-based organisations have continued to evolve. The proposed amendments are intended to improve clarity, reduce risk and better support the future needs of the organisation, including:
- Modernise and simplify governance arrangements.
- Improve clarity and consistency throughout the document.
- Reduce governance and compliance risk.
- Support skills-based Board succession and capability.
- Better align the Constitution with contemporary governance practice.
What are the proposed changes?
The key changes include:
- Moving to a single class of membership with one vote per member.
- Formalising different categories of Directors.
- Introducing a clearer framework for Skills-Based Directors.
- Updating governance, meeting and administrative provisions.
- Improving clarity and consistency throughout the Constitution.
Will members still have voting rights?
Yes. Members will continue to have voting rights and will continue to vote on constitutional changes and the election of Member Representative Directors. The proposed Constitution provides that each member has one vote.
Does this change affect my membership benefits?
No. Membership and partnership benefits are not being removed through these constitutional changes. The proposed amendments simply separate governance rights from partnership and marketing benefits, allowing the Board greater flexibility to evolve member offerings over time without requiring constitutional amendments.
What is a Skills-Based Director?
A Skills-Based Director is a Director appointed because they bring specific expertise, experience or qualifications that support the Board’s effectiveness. Examples may include expertise in governance, finance, legal, marketing, digital transformation, destination management or other specialist areas identified by the Board. The objective is to ensure the Board has access to the skills needed to govern effectively on behalf of members.
Are Skills-Based Directors elected by members?
No. Skills-Based Directors are appointed by the Board through a defined process. This approach allows the Board to address capability gaps and strengthen governance while maintaining a majority of Directors who are either elected by members or appointed by local government partners.
Why are Skills-Based Directors required to be members?
The Board determined that all Directors should continue to be members of Bundaberg Tourism, regardless of how they are appointed. Legal advice received during the review noted that maintaining membership for all Directors creates a consistent governance framework and provides a clear administrative mechanism should a Director’s appointment need to end. The Board may resolve to waive membership fees where appropriate.
Will Local Government still be represented on the Board?
Yes. The proposed Constitution retains Local Authority Representative Directors, ensuring both Bundaberg Regional Council and North Burnett Regional Council continue to have representation within the governance framework.
Does the Constitution change the purpose of Bundaberg Tourism?
No. Whilst the purpose of the organisation has been updated in the constitution put forward, the proposed Constitution does not change the organisation’s core purpose. The amendments are primarily focused on governance, administration, Board composition and membership arrangements.
How can I provide feedback?
Members are encouraged to review the proposed Constitution and supporting materials and submit any questions or feedback during the consultation period. Feedback received will be considered by the Board before the Constitution is formally put to members for approval.
How will the new Constitution be adopted?
Under the Corporations Act, the Constitution can only be adopted by members through a Special Resolution at a General Meeting. The Annual General Meeting is scheduled for 15th October 2026 and members will receive formal notice and voting information 21 days prior to the meeting.
What happens if the new Constitution is not approved?
If the Special Resolution is not passed, the current 2018 Constitution will remain in force. Any future amendments would need to be reconsidered and brought back to members through a future constitutional review process.
Have Your Say
The Board is committed to ensuring members have the opportunity to review the proposed Constitution and provide feedback before any formal resolution is considered at the Annual General Meeting scheduled for 15th October 2026.
- EMAIL
Should you have any questions, comments or feedback, please send them to katherine.reid@bundabergregion.org by 9th September 2026.
- MEMBER CONSTITUTION CONSULTATION
We want all members to have the opportunity to ask questions about the proposed amendments and the reasons for them. Members are invited to join Directors and the CEO for an online information session to discuss the key changes and ask questions. You may also submit questions in advance so they can be addressed during the session.
The session will be held online on 3rd September 2026 at 8.30am. Click here to register and receive a meeting link.
CONSULTATION QUESTIONS
Question: If I am a Director, but my business is the Member, not me personally, is that specifically addressed in the Constitution?
Yes, the Constitution does recognise this distinction.
Clause 1(j) defines a Member as a person, firm, company, authority or association. Clause 7(d) confirms that membership may be held by either organisations or individuals. Clauses 23 and 38 specifically recognise a person representing a firm, association or corporation which is a Member. Most importantly, clause 45(l) refers to “an individual representing a non-individual Member (e.g. business, company, association or authority)”, which expressly acknowledges that the Member may be the organisation while an individual acts on its behalf. In your case, the Member is your business entity and you act as its representative.
Question: What was the process behind deciding that all members receive one vote, and is this inconsistent with the Tourism Partnership Agreement or local government partnerships?
The move to one member, one vote was considered as part of the broader Constitution review process undertaken. The review included a Board discussion paper, Board meeting discussions, clause-by-clause consideration in a dedicated virtual session with K&L Gates, further legal review by K&L Gates and multiple rounds of Board feedback before the proposed Constitution was released for member consultation.
Under the 2018 Constitution, voting rights are linked to membership subscription levels, meaning some members can hold up to four votes if they pay for a higher membership category. The proposed 2026 Constitution moves to a simpler and more contemporary governance model where every member has one vote.
The rationale is that governance voting rights and commercial partnership benefits are different concepts. The proposed 2026 Constitution preserves all membership categories and partnership relationships but applies an equal governance vote to each member. This is consistent with many contemporary not-for-profit and membership-based governance models.
Most importantly, we have not identified any conflict with the Local Government Authority Tourism Partnership Agreement. The TPA establishes Council’s role as a funding and strategic partner and sets out services, deliverables and governance interactions. It does not require Council to hold multiple constitutional votes. Council’s representation on the Board is separately preserved through the Local Authority Representative Director provisions in the proposed Constitution.
In other words, Council retains both its strategic partnership role and its Board representation. The proposed change only relates to how member votes are counted at general meetings.
Question: How will Bundaberg Tourism ensure that the Board’s ability to set eligibility criteria for member-elected Director candidates remains transparent and does not unintentionally limit genuine member representation?
The proposed Constitution includes several safeguards to ensure Board-set eligibility criteria remain transparent, reasonable and do not undermine genuine member representation.
Firstly, clause 40 sets out the core eligibility principles that apply to all Directors. These focus on governance capability, time commitment, conflicts of interest, alignment with the Organisation’s purpose, probity requirements and the provision of a Director Identification Number. They are governance-focused criteria rather than commercial or membership-based barriers.
Secondly, clause 40(g) allows the Board to establish additional eligibility criteria, however this can only occur through a formal Board resolution rather than an informal or ad hoc process. Any such criteria would therefore be documented, transparent and subject to normal governance oversight.
Clause 41 requires every Director nominee to submit an Eligibility Declaration and requires the Board to assess nominees against the published Eligibility Criteria before the election process. This means the same criteria are applied consistently to all candidates.
Most importantly, the Constitution preserves member representation at the core of the governance model. Clause 39 provides for up to five Member Representative Directors elected by members, forming the largest Director category on the Board. Members continue to elect these positions directly.
In addition, clause 50 provides that governance policies and procedures developed by the Board must be consistent with the Constitution. The Board cannot create eligibility requirements that conflict with the Constitution itself.
The Board’s intent is not to limit member participation, but to ensure all Directors meet a minimum governance standard and are able to effectively discharge their legal duties. The review was undertaken in response to identified governance, succession planning and board capability risks, and the eligibility provisions are intended to strengthen governance while retaining member-elected representation.
