FURTHER INFO

WHY AMSA NEEDS AN INDEPENDENT GOVERNANCE REVIEW NOW

1. Board Composition & Power Balance

• The proposed constitution packs the Board with executives (6 of 10 seats), turning it into a rubber stamp to approve all that the Executive wishes for their day to day 1 year of Exec work rather than an independent oversight body.
• SOLUTION: Governance Review now!
  

2. Lack of Diversity, Skills Gaps and Qualifications 

• If it is not in the constitution then it will not be protected and adhered too. The AMSA Board continuously fails to meet diversity, skills gaps and qualification gaps
• SOLUTION: Add to the Constitution the requirement that there be a Skills Matrix published in every annual report on the Board and it’s Directors and in every Director recruitment round also that there be Board Director positions are:
  • 1 x Independent Director (Legal or Governance degree)
  • 1 x Independent Director (Financial degree)
  • 1 x Member Director (Aboriginal or Torres Strait Islander)
  • 1 x Member Director (Rural) 
  • 1 x Member Director (Diverse background)

3. New proposed documents lacking transparency

• The new proposed constitution shows a very stripped down constitution with content moved to the ‘By-Law’s’.  There is no transparency to compare the current by-laws and the 2010 Organisation Health document speaks about By-Laws with attached Terms of References. There is nothing that speaks about the Board Sub Committees and their Terms of References. The full picture is not being shown to members. Transparency is lacking.  It is already difficult to access Council minutes and AGM minutes or Board minutes as members to stay up to date on what is happening in your member based organisation. 
• The proposed by-laws states ‘Standing Order’s can be made’ these are superfluous and can mean rules are made and members won't have any idea where or what they are. It can be used to bypass members and it won’t require the 75% members say in them like the Constitution or By Laws. The By-Laws are currently not accessible to members on the website.
• The 2010 Organisation Health review document was done pre-covid and speaks to skills gaps and an executive majority board and the risks, yet the Board's current proposal now is to  return to that. 

4. Executive Spending Increases

• Audit, accounting and tax fees up by $10 K (2023→2024).
• Exec spending increased is $73,137 in 2024, was $44,759 in 2023, up by $28,378
• The new rules let allow that  keep rising unchecked because exec can increase their team as they wish, unrestricted. Historically AMSA had financial difficulties that AMA had to assist with and this assistance also provided funding for a General Manager to ensure these matters do not reoccur. 
• SOLUTION: A CEO/General Manager can provide operational management and guidance to the Executive to assist them to ensure member’s money is spent fiscally. 

5. No Guaranteed CEO/General Manager Role

• The draft omits a requirement for a qualified GM/CEO to provide continuity and professional oversight—leaving execs free to act without any checks/balance or support from a business management and financial budget adherence. In 2023 members were advised there was no money for a GM/CEO but yet the profit that year was $85,499. The AMA had previously co-funded this as a full time position with AMSA. Even a part time could assist the Exec with day to day oversight, stability, accountability and transparency to the organisation. 

6. Reputational Risk / Loss of Stakeholder Engagement

• AMA & AMSA had an MOU regularly signed, there is no transparency of this relationship continuing. When AMSA had significant financial difficulties the AMA assisted to ensure the organisation had appropriate support for good governance. Support from AMA was in-kind legal assistance, financial assistance (payroll, preparation for auditing) and help by funding  a General Manager / CEO role for day to day operations to prevent AMSA failing or running into troubles like before. This relationship seems to have diminished. Also lacking is transparency about the regular MOU with the Australian Indigenous Doctors Association (AIDA).

7. Student members have to pay a membership fee for 1 vote, but Med Socs get 250 votes for free + your student vote on top automatically by proxy!

• In 2024 the Board decided to wipe the thousands of dollars of unpaid fees by the certain Med Socs who refused to pay. When a Board has Directors that predominately are affiliated with certain med socs then they can make decisions that do not benefit the company. 
• All med socs get 250 votes PLUS all the votes of their med students if they don't attend the meeting - this is an automatic proxy. 
• Bigger Med Socs control most of the power when they have most of the votes
• The Board of 2024 ruled that Med Socs don't have to pay anymore and forfeited thousands of dollars. Why should they Med Socs get a baseline of 250 votes. Does this membership truly represent the medical students across Australia or benefit the bigger societies with the highest number of votes? 
• SOLUTION: Remove the standard 250 votes from Med Socs. Students can opt in for their Med School to vote on behalf of them if they do not attend the meeting.This will allow AMSA reps to better communicate with their med students about changes and AMSA rather than just take the vote without earning it or communicating to hear the students voice.  

8. Stakeholder and member engagement is lacking

• AMSA Board should have a Strategic Plan and this should involve extensive stakeholder engagement with all stakeholders including members.
  • The last Strategic Plan on the website was done in 2021-2023.
  • Last annual report on the website is 2023

9. Director Term Limits are being removed

• The proposed constitution allows Independent directors to be appointed by the board and reappointed indefinitely because there is no term limit. The current constitution term limit is 9 years
• SOLUTION: Staggered 2 year terms for Independent Directors with 1 repeat (total 4 years on the board is sufficient to ensure fresh eyes and allow opportunity for others) . 

10. Burn Out

• It is not feasible or sustainable to have a Board with a majority of Executive. Those members will be med students + be responsible to day to day operations in an Executive Officer role + a Director (which entails regular Board meetings + fulfil Board Subcommittee roles such as Finance, Audit & Risk Committee or Governance Committee or Nomination Committee). Too much workload leads to burn and out and low attendance at meetings. Attendance at Board meetings is already just above 50%, sometimes lower!  Members want Directors that can attend the meetings as Directors carry the legal risk of the organisation and are responsible for the strategic direction of the company
• SOLUTION: Having a mixed board allows the workload to be shared and Executive can focus on the day to day operations and keep the select Executive positions on the Board. 

11. Document Access Restrictions

• Members would lose the right to access documents under the new proposed constitution. 
• SOLUTION: Keep the standard clause that members can access all documents for transparency of this member based organisation.