Member reform initiative
The Change DNSW Needs
Twenty-one proposed special resolutions to modernise the Dogs NSW constitution, put forward by members. Each is a separate special resolution needing 75% to pass.
Why this matters
DNSW problems have always been structural, culture follows structure.
Decisions captured by cliques, disputes that outlast the people who started them, and no independent check on the board are symptoms of how the constitution is built, not of who happens to sit on it. Replacing the people has not fixed it, because the structure kept reproducing the same behaviour.
This package rebuilds the structure: an independent, skills-based board held to account by people with no dog in the fight; a clean line between governing and competing, so the people chasing wins move to where wins are decided; and real authority pushed down to the disciplines that actually run the sport. Every change is benchmarked against the NSW Office of Sport / Sport Australia governance framework. This is best practice in 2026. This is the standard expected of every state not for profit/hobby/sporting body.
How the options work
Aim high without walking away with nothing.
Every motion is a separate special resolution; adopt the ones you back, reject the rest, and the constitution still works whatever the mix. Where a choice is genuinely contested (how the board is composed, and how far to separate directors from competition) the motions are ranked alternatives, put to the meeting boldest first.
The first option to reach 75% takes effect; the rest fall away. A failed option isn’t watered down into a compromise, the next one gets its own full-strength vote. You reach for the strongest reform the room will wear, and still land somewhere workable if it won’t.
Board Composition
Ranked boldest first: a skills-based board (Motion 1), then a discipline-based board (2), then one Director per region (3), then a membership-weighted regional board (4). These four are mutually exclusive — they are put to the meeting in order and only the highest-polling one takes effect. Motion 5 (independent Directors) is additive and works alongside whichever model wins.
Skills-based Board elected at large
AlternativeBoard chosen state-wide on skills, no quotas — the closest fit to the framework.
Article 31 permits only members to be nominated; Article 32 allocates by region; Article 33 requires regional residency.
That the Articles be amended as follows:
(1) Replace Article 32(b) with: “Directors shall be elected by the members at large, without regional or discipline quota. The Board shall comprise [7] elected Directors (together with any Directors appointed under Article 31A).”
(2) Delete Article 33 and the consequential Article 42(h) and 42(i).
(3) In Article 28(b), substitute “not more than [7] persons (together with any Directors appointed under Article 31A)”.
(4) Nominees shall address the Board Skills Matrix maintained by the Nomination Committee (Motion 7).
The Board is chosen state-wide on skills, with no quotas — the closest fit to the governance framework.
One Director per discipline group
AlternativeRepresentation follows the sports, not geography; regional residency removed.
Article 32(b) allocates seats by region; Article 33 requires a candidate to reside in the region they seek to represent.
That the Articles be amended as follows:
(1) Replace the Article 32(b) table with: “For the election of Directors, the ANKC-approved disciplines shall be organised into [X] Discipline Groups as set out in the Regulations. Each Discipline Group shall elect one (1) Director, elected by and from the members active in that Group.”
(2) Delete Article 33 (regional residency) and the consequential residency triggers in Article 42(h) and 42(i).
(3) In Article 28(b), substitute “not more than [X] persons (together with any Directors appointed under Article 31A)”.
Representation follows the sports rather than geography; the regional residency requirement is removed.
One Director per region (6-member Board)
AlternativeCuts the Board to six, one per region — the simplest shrink of the existing regional model.
Article 28(b) sets the Board at not less than 3 nor more than 15 persons. Article 32(b) allocates 15 seats across 6 regions (Metropolitan 8; Illawarra & South Eastern 2; Hunter 2; Western 1; Northern 1; Southern 1).
That the Articles be amended as follows:
(1) In Article 28(b), delete “not more than 15 persons” and substitute “not more than 6 persons (together with any Directors appointed under Article 31A)”.
(2) Delete the table of regional representation in Article 32(b) and substitute: “The State shall be divided into 6 regions as set out in the Regulations. Each region shall elect one (1) Director.”
Cuts the Board to six — one per region. The simplest shrink of the existing regional model.
Membership-weighted regional Board (9 members)
AlternativeOne Director per region, plus a second seat for each of the three largest-membership regions — a 9-member Board.
Article 28(b) sets the Board at not less than 3 nor more than 15 persons; Article 32(b) allocates 15 seats across 6 regions.
That the Articles be amended as follows:
(1) In Article 28(b), substitute “not more than 9 persons (together with any Directors appointed under Article 31A)”.
(2) Replace the Article 32(b) table with: “Each of the 6 regions shall elect one (1) Director. In addition, the three regions with the highest financial membership (determined as at [1 January] each year, by the method set out in the Regulations) shall each elect one further Director, giving nine (9) elected Directors in total.”
Keeps one-Director-per-region representation but gives the three largest-membership regions a second seat — a 9-member Board weighted to where the members actually are.
Independent (appointed) Directors
AdditiveAdds external expertise capped at a minority; works on any composition model.
Article 31 provides that “only a member may be nominated for election as a Director”. There is no provision for appointed or independent Directors.
That a new Article 31A be inserted:
“31A. (a) In addition to the Directors elected under Article 32 (however constituted from time to time), the Board may appoint additional Directors to fill skills gaps identified by the Nomination Committee.
(b) The number of appointed Directors must not exceed one-third of the total Board, so that member-elected Directors are at all times a majority.
(c) An appointed Director need not be a member, has the same duties and voting rights as an elected Director, and holds office for a term of [2] years.
(d) Article 28(b) is read so as to accommodate appointed Directors within the one-third limit.”
Brings in external expertise (finance, legal, risk, governance) while keeping members in control by capping independents at a minority.
Board Selection & Renewal
Director tenure limit & staggered terms
Forces renewal while keeping corporate memory; ends indefinite incumbency.
Article 29 provides a rolling retirement (approximately every 30 months) but sets no limit on re-election. Only the Chair is capped (Article 40 — 3 consecutive years).
That Article 29 be deleted and replaced with:
“29. (a) Each Director holds office for a term of [3] years.
(b) Terms shall be staggered so that, as near as practicable, one-third of Directors retire at each annual general meeting.
(c) A retiring Director is eligible for re-election, but no Director may hold office for more than [3] consecutive terms or [9] consecutive years, after which the person is ineligible for election for [1] year.
(d) Service before the commencement of this Article [does / does not — select one] count toward the limit.”
Forces board renewal while retaining corporate memory; ends indefinite incumbency.
Nomination Committee & Skills Matrix
Recruitment driven by an evidenced skills gap rather than politics.
No nomination committee or skills matrix exists.
That a new Article be inserted:
“(a) There shall be a Nomination Committee of at least three persons, a majority independent of the Board and chaired by a person who is not the Board Chair.
(b) The Committee shall maintain a Board Skills Matrix, conduct an annual board skills-gap analysis, review all nominations, and provide members with its assessment of candidates against identified skills gaps before each election.
(c) The Committee recommends candidates for appointment under Article 31A.
(d) The Chief Executive or Secretary attends by standing invitation, without a vote.”
Professionalises recruitment and drives board composition from an evidenced skills gap rather than politics.
Board Independence from Competition
Govern or compete — not both. Motions 8–10 are alternative strictness levels of the same rule, ranked and put boldest first.
Independence — absolute bar (maximum)
AlternativeTotal separation of governing from winning, with anti-proxy look-through.
No provision. Directors may compete and judge without restriction; only the general conflict rules would apply.
That a new Article be inserted:
“(a) While holding office, a Director must not: (i) exhibit, handle or enter in competition any dog that the Director owns, has a financial interest in, has bred, or handles for any person, or any dog owned or handled by a member of the Director’s immediate family or household; or (ii) accept or hold any judging appointment; at any show, trial or event conducted under RNSWCC or ANKC Regulations.
(b) An interest held through a spouse, family member, company, trust or syndicate is treated as the Director’s own interest.
(c) A candidate must undertake in writing to comply with paragraph (a) from taking office.
(d) A Director’s competitor status and judge’s licence are suspended, not forfeited, and resume on ceasing to hold office.
(e) This Article applies to Directors only and does not apply to members of a Discipline Committee.
(f) Article 42 is amended to add: a Director who competes or judges in breach of this Article thereby vacates office.”
Total separation of governing from winning, with anti-proxy look-through so the rule cannot be gamed through family, syndicates or handling for others.
Independence — targeted conflict
AlternativeNo judging governed events; no winning pinnacle titles. The defensible fallback.
As for Motion 8.
That a new Article be inserted:
“(a) While holding office, a Director must not accept or hold any judging appointment at any RNSWCC or ANKC event, and must not exhibit or handle any dog they own or have a financial interest in at any RNSWCC-conducted State or National championship event.
(b) An interest held through a spouse, family member, company, trust or syndicate is treated as the Director’s own interest.
(c) Ordinary club-level competition is not restricted.
(d) This Article applies to Directors only and does not apply to members of a Discipline Committee.
(e) Breach vacates office under Article 42.”
Removes the two sharpest conflicts — judging governed events and winning pinnacle titles — with a lower recruitment barrier. The most defensible fallback.
Independence — stand-aside model
AlternativeActive competitors stay eligible but step out cleanly for each event.
As for Motion 8.
That a new Article be inserted:
“(a) A Director who wishes to compete or judge in a particular event must first take formal leave of office for the period of that event and for [X] days before and after, during which the Director holds no vote and receives no Board papers.
(b) A Director may take such leave no more than [twice] in any year.
(c) An interest held through a spouse, family member, company, trust or syndicate is treated as the Director’s own interest.
(d) This Article applies to Directors only and does not apply to members of a Discipline Committee.”
Keeps active competitors eligible for the Board but forces a clean, minuted separation each time. Higher administrative burden.
Division of Powers
Presidents & Secretaries’ forum made advisory only
Removes the ambiguous “third organ” without abolishing consultation.
Article 27(d) requires the Board to “consider all recommendations submitted to it by the Chairman of each Presidents and Secretaries’ Meeting”, creating an ambiguous “third organ” in the governance structure.
That Article 27(d) be deleted and replaced with:
“(d) The Board may receive and consider recommendations from any consultative forum of affiliate Presidents and Secretaries; such a forum has no governance authority and its recommendations are advisory only.”
Clarifies that governance power sits with the Board, without abolishing the consultation channel.
Reform the Executive Committee & Deputy Chairs
Right-sizes the executive layer so it can’t dominate a smaller Board.
Article 39(b) elects four Deputy Chairmen; Articles 51–54 constitute the Executive Committee (Chair plus four Deputies) to manage “urgent affairs” between Board meetings.
That the Articles be amended as follows:
(1) In Article 39(b), delete the requirement for four Deputy Chairmen (and the Senior Deputy Chairman) and substitute “one Deputy Chair”.
(2) Delete Article 51 and substitute: “There shall be an Executive Committee comprising the Chair, the Deputy Chair and one other Director elected by the Board. Its authority is limited to genuinely urgent matters that cannot await a meeting of the Board, and every decision it makes must be reported to and ratified at the next Board meeting.”
Right-sizes the executive layer so it can’t dominate a smaller Board and cannot operate as a standing inner cabinet.
Executive / management separation (Secretary & CEO)
Clean board–management split and a proper reporting line to the Board.
Article 55(c)(iv) has the Secretary manage the daily affairs “subject to the direction of the Executive Committee”. The executive role is bundled with statutory and finance duties and reports to a committee, not the Board.
That the Articles be amended as follows:
(1) Delete Article 55(c)(iv).
(2) Insert a new Article 55A: “55A. (a) The Board may appoint a Chief Executive (who may also hold the office of Secretary) to manage day-to-day operations within the strategy, budget and policies set by the Board.
(b) The Chief Executive reports to the Board through the Chair, and not to any committee.
(c) The Board sets the Chief Executive’s delegated authority in writing and reviews their performance at least annually against measurable objectives.
(d) The statutory offices of Secretary and Public Officer continue; the governance role of the Board is distinct from the executive role of the Chief Executive and staff.”
Establishes a clean board–management separation and a proper reporting line to the Board.
Delegation to the Disciplines
Discipline Committees with standing delegation
Real operational autonomy for the disciplines, with reserved matters kept by the Board.
Article 48 permits the Board to delegate to committees, revocable at will; Article 87 vests regulation-making power in the Board. Disciplines have no standing authority and must return to the Board for approval.
That the Articles be amended as follows:
(1) Amend Article 48 to permit standing (continuing) delegations, not only ad hoc delegations.
(2) Insert a new Article 48A: “48A. (a) There shall be a Discipline Committee for each recognised discipline or Discipline Group, elected by and from the members active in that discipline.
(b) The Board delegates by standing delegation to each Discipline Committee authority over the operational conduct of its discipline, exercisable without prior Board approval, including the rules of competition within the ANKC framework, the event and points calendar, discipline-specific regulations (notwithstanding Article 87), the appointment and grading of judges and officials for that discipline, and expenditure within its allocated budget.
(c) Reserved to the Board and not delegated: the overall budget and finances; borrowing, property and contracts; member discipline, inquiries and appeals; the RNSWCC brand and ANKC obligations; and any matter affecting more than one discipline or requiring ANKC ratification.
(d) The Board may intervene in a delegated matter only where a Committee acts outside its budget, outside RNSWCC policy or the law, or contrary to ANKC requirements, and must give written reasons.
(e) Each Committee reports to the Board at each meeting for oversight, not for approval of matters within paragraph (b).”
Gives the disciplines real operational autonomy (and the competitive energy) while the Board keeps ultimate financial, disciplinary and brand oversight.
Discipline budgets remain under financial controls
Needs M14Keeps delegated spending inside existing Article 50 safeguards.
Article 50 sets entity-wide financial thresholds (member special resolution for land, loans or borrowing over $50,000; capital and overhead expenditure thresholds).
That the following proviso be inserted into Article 48A(b):
“Expenditure authority delegated to a Discipline Committee is at all times subject to Article 50 and to the annual allocation approved by the Board.”
Keeps delegated spending inside the existing financial safeguards.
Accountability & Culture
Conflict of interest article
Formal, minuted conflict management; targets cliques and dual-hatting.
No dedicated conflict-of-interest article; the entity relies on s 191 of the Corporations Act (disclosure of material personal interest) and the general misconduct provisions.
That a new Article be inserted:
“(a) A Director must disclose any actual, potential or perceived conflict of interest, including any other office or administrative position held within RNSWCC or an affiliate that creates a material conflict.
(b) Disclosure must be made as soon as the Director becomes aware of the interest and be recorded in the minutes and in a standing Register of Interests.
(c) A conflicted Director must not be present for, or vote on, the relevant matter unless the Board (excluding that Director) resolves otherwise and records its reasons.
(d) A declaration of interests shall be a standing item at the opening of every Board meeting.
(e) This Article is in addition to, and does not limit, the Corporations Act.”
Formal, minuted conflict management; directly addresses cliques and dual-hatting, and complements the board-independence rule.
Board & director performance evaluation
Regular, accountable review of how the Board is performing.
No requirement for board or director evaluation.
That a new Article be inserted:
“The Board shall conduct at least annually an evaluation of (a) the collective performance of the Board and its committees, and (b) the contribution of each Director, and shall periodically use an independent facilitator. The Board shall report to members that an evaluation has been undertaken.”
Regular, accountable review of how the Board is performing.
Chief Executive performance review
Pairs w/ M13Holds the executive to account against strategy.
No requirement for a Chief Executive performance review.
That a new Article be inserted:
“The Board shall document and conduct a confidential performance review of the Chief Executive at least annually, against measurable objectives linked to the strategic plan, and record that the review has occurred.”
Holds the executive to account against strategy.
Diversity objective & reporting
Transparent diversity goals without displacing merit or skills.
No diversity policy or objective in the Articles.
That a new Article be inserted:
“The Board shall adopt and maintain a diversity policy setting measurable objectives for diversity on the Board and in RNSWCC, review those objectives annually, and report progress to members at each annual general meeting. Diversity objectives must not override the requirement that the Board hold the skills necessary to discharge its responsibilities.”
Transparent diversity goals without displacing merit or the skills requirement.
Financial Oversight
Audit & Risk Committee; members adopt the accounts
Independent financial oversight and a clear member sign-off on the accounts.
Article 59 has the Board appoint an auditor; Article 50 sets spending thresholds. There is no audit or risk committee, and the accounts are not expressly put to members for adoption.
That a new Article be inserted:
“(a) There shall be an Audit & Risk Committee of at least three persons, a majority of whom are not members of management, chaired by a Director who is not the Board Chair, with at least one member having financial expertise.
(b) The Committee oversees financial reporting, the external audit, internal controls, and the risk and compliance framework, and reports to the Board.
(c) The audited annual financial statements shall be presented to members for adoption at each annual general meeting.”
Independent financial oversight and a clear member sign-off on the accounts.
Governance Instruments
Board Charter, Code of Conduct & committee charters
Anchors the standard governance toolkit in the constitution.
Article 87(l) enables a members’ code of ethics, but there is no board-level charter or code of conduct.
That a new Article be inserted:
“The Board shall adopt and maintain, and review at least every [2] years: (a) a Board Charter; (b) a Directors’ Code of Conduct; (c) written charters for each standing committee (including the Nomination Committee and the Audit & Risk Committee); and (d) a Director role description and agreement signed by each Director on appointment. These instruments are subordinate to these Articles and must not be inconsistent with them.”
Anchors the standard governance toolkit in the constitution.
Status. A drafting aid to be settled by a solicitor before any notice is circulated — not legal advice. Dogs NSW (ACN 062 986 118) is a company limited by guarantee; the Articles may be amended only by special resolution (Corporations Act 2001 (Cth), s 136; Article 77). Benchmark: NSW Office of Sport / Sport Australia 2021 Sports Governance Capability Framework.