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Board Governance, The Company Secretary and the General Manager
The Club Managers Association proudly presents the Mandatory NSW Secretary Managers training course: “Board Governance, the Company Secretary, and the General Manager” – requested and approved by NSW Office of Liquor, Gaming & Racing. This course is designed and delivered by NSW Club Secretary Managers FOR NSW Club Secretary Managers. This course replaces CMAA’s existing four day Secretary Managers Course.

Cost

CMAA Members $500 + GST. Non Members $720 + GST

Duration

Two full days face to face. Delivered by a Secretary Manager with training experience supported with legal and accounting expert speakers.

Locations

We will deliver it at Sydney Olympic Park, as well as Zone courses organised in conjunction with CMAA Zone Committees.

Content

• Defining the roles of the Secretary Manager & the Board; Governance vs Management
• The specific role of the ‘Secretary’ in Secretary Manager: Duties & Responsibilities
• Legal responsibilities of a company secretary; Typical duties of a company secretary;
•  The Governing Body's (‘The Board’) Role
• The Fundamental Realities of The Board/Ceo Relationship; Important Ground Rules in the relationship
• Allocating Responsibilities: A suggested framework to separate the duties in the relationship.
• How to prepare for and conduct board meetings; How do Boards operate? What does a Board do?
• Planning a Board meeting; Conducting a Board meeting; Taking minutes; Monitoring the outcomes of the meeting
• Corporate Governance – understanding its relevance & requirements for compliance
• Standards and systems audit assessment for licensed venues
• Legislation governing the Clubs, Associations, and companies
• Meetings; Notices; Resolutions; Disciplinary Hearings
• Corporations Act: Directors  & Officers responsibilities; Business Judgement Rule
• Understanding your core business and what “Not for Profit” really means
• KPIs and benchmarking
• EBITDA and the importance of cash flow
• Insolvency
• Keeping ASIC in the loop
• The Legislation process and how to interpret legislation
• Common features of a Registered Club
• The Registered Clubs Act 1976 and The Liquor Act 2007: the Important Provisions
• Amalgamations and De-amalgamations
• The 3 Strikes Scheme
• Gaming and Liquor Administration Act 2007
• Common areas of difficulty for Secretary Managers
• Constitutions
• Board Issues
• Member rights to info
• Requisitions
• Service Contracts
• Conditions on the Club License
• Going to Court
• Core property
• Leasing and Licensing

Exemptions

4. Club manager exemptions (Ref: club director and manager training exemption guidelines (OLGR NSW) issued 1 July 2013)

The Capture clause

4.1 Under clause 21B of the regulation, a club manager must undertake the Club Managers’ Association Australia course entitled Board Governance, the Company Secretary and the General Manager, or any other club governance course that may be approved by the Director General, NSW Trade & Investment.

The Exemption Clause(s)

4.2 In accordance with clause 21C(2), a club manager is automatically exempt from these training requirements if, at the time an application for approval to manage a registered club is granted by the Independent Liquor and Gaming Authority, they either:

Experience

4.2.1 Have held a position as a club (Secretary) manager in a NSW registered club for three out of the past five years;

OR

Education

4.2.2 Possess any of the following qualifications (completed within the previous five years):

4.2.2.1 Club Managers’ Association Australia and Southern Cross University Corporate Governance Program (4 days).

4.2.2.2 Club Managers’ Association Australia and Southern Cross University Corporate Governance Zone Summits (1 day intensive).

4.2.2.3 Club Managers’ Association Australia Secretary Managers Course (4 Days).

4.2.2.4 Chartered Secretaries Australia:

(a) Either a Certificate in Governance for Not-for-Profits,

OR

(b) The completion of all of the following individual units undertaken jointly (short course units):

(i) Not-For-Profit Officers, Directors, and the Board

(ii) Meetings, Minutes and Resolutions

(iii) Governance Essentials

(iv) The Accidental Company Secretary.          

The Not-exempted Clause

4.3 A club manager who does not meet these exemption requirements must complete the training requirements under clause 21B.

Note: These requirements will not apply if you are a club secretary/manager who is appointed in an honorary capacity and are also a director of a club.

Recognition of prior learning (RPL).

There will be an RPL Application fee of $35 + GST; (Public price$70 + GST) to cover processing costs only.

1. CMA and Southern Cross University Corporate Governance Program (4 Day)
2. CMA and Southern Cross University Corporate Governance Zone Summits (1 Day intensive)
3. CMA Secretary Managers Course (4 Day)
4. Any other accredited evidence that can demonstrate full coverage of the scope of our course as it pertains to the NSW Club Industry and Club Manager roles specifically

Chartered Secretaries Australia courses

1. Certificate in Governance for Not-for-Profits
2. Individual units undertaken jointly (all 4 short course units)

a. Not-for-Profit officers, Directors, and the Board

b. Meetings, Minutes and Resolutions

c. Governance Essentials

d. The Accidental Company Secretary

* NSW OLGR may determine other appropriate RPL evidence

FAQs

Q: If I am exempt do I have to acquire a certificate of exemption?

A: OLGR has been silent in this regard, so there is no express requirement to hold a certificate or document of proof / exemption. If you are thinking of moving employer in the future, the Board may require some form of proof. As best practice for career mobility, CMAA recommends Members acquire a formal record of exemption.

Q: If I do want a document of exemption, can CMAA provide me with one?

A: Yes if you apply. It will cost $35 + GST (for CMAA Members; or $70 + GST for public) for processing, printing, and postage. We will vet your documentation to ensure compliance for you.

Q: How do I apply?

A: Based on your individual circumstances, send either of the following documentation for vetting (with short cover note including your address, email, and phone number) to Geoff Meston at CMAA.

a)        If you are applying under Clause 4.2.1 (Secretary Manager for 3 of the last 5 years as at 30 June 2013), you will need to provide a Statutory Declaration from the Chairperson of the club(s) in which you were (or currently still are) employed as Secretary Manager clearly stating the beginning and end (or current) dates and stipulating that you were employed as Secretary Manager of the club for the period stated, OR

b)        If you are applying under Clause 4.2.2 (Education), you will need to provide the original copy(ies) of your certificates (only those specified in 4.2.2) to us. We will check them and make sure they satisfy OLGR’s requirements. We will then email you and request you to register and pay for the certification via our website. If they do not satisfy OLGR’s standard we will contact you direct.

On receipt of payment, we will process and send you your certificate of exemption and the original copies of your certificates.

We will maintain a record of your authorised exemption in our Student Management System for future enquiries.

If you any queries regarding possible exemption status, please do not hesitate to contact any of the staff at CMDA at training@cmaa.asn.au or 02 97464199

We will also be working closely with your Zones to bring the course to you in a timely manner.