Heywood Mens Shed Operated by

Heywood Men’s Talk Group Inc. A Registered Charity

ABN: 57 179 723 691. Inc. No: A0054172Y

21 Barclay St. HEYWOOD VIC 3304 Phone: (03) 5527 0563/4

Pres. Mobile: 0437 653 720 Treas./Asst. Sec. Mobile: 0413 035 987 Pursuing Men’s Wellbeing Email: hms.hrh@swarh.vic.gov.au

Donations over $2 are Tax Deductible

We respectfully acknowledge the traditional custodians of the land, the Guditjamara people. We also pay our respect to all Elders past & present.

27th October 2017

Mr Lindsay Oates

The President

Victorian Men’s Shed Association

P O Box 211

BULLEEN VIC 3105

Dear Lindsay

In relation to the proposed constitution of the AMSA, details of which were forwarded to us in your

recent Special Bulletin, the committee and members of the Heywood Men’s Talk Group Incorporated

operating as the Heywood Men’s Shed, considers the constitution to be totally inappropriate for a federal

peak body for Australian Men’s Sheds.

It gives totally inadequate representation to individual men’s sheds and it only benefits a chosen few of

the self appointed directors.

In addition, the committee and members of the Heywood Men’s Talk Group Inc. consider that the

constitution does not provide any representation to sheds that are auspiced by other organisations and

does not take their existence into account. We quote a recent statement made by David Helmers,

Executive Officer of AMSA “All men’s sheds in Australia are incorporated bodies.” This is an untrue

statement.

The committee and members also condemn the By-laws of Membership passed by the AMSA board on 3rd

June 2016 as a dictatorial, insensitive and derogatory document that denigrates the position of all sheds

in Australia.

As an independent body, incorporated under the laws of the State of Victoria, we consider that the

constitution and above mentioned By-Laws give no consideration to the individual State Legislations that

sheds operate under throughout Australia.

Yours sincerely on behalf of the committee and members

Terry Sparrow Corey Spruit

President Secretary

Barry Watson Stuart Wells

Treasurer Vice President

Page 1 of 2

8 November 2017 The Minister for Health, Department of Health, Canberra. ACT. Dear Minister, The Victorian Men’s Shed Association (VMSA) sincerely thanks the Deputy Speaker of the House of Representatives, Mr. Mark Coulton, MP, yourself and the Commonwealth Department of Health for convening the meeting on September 12th 2107 in the Deputy Speaker’s Offices in Parliament House Canberra. The VMSA is most grateful for the efforts that went into organising this meeting of the State and Territory Presidents or Chairpersons and with the Chair and Deputy Chairpersons of the Australian Men’s Shed Association (AMSA) with yourself, the Deputy Speaker, and representatives from the Department of Health. However, the Victorian Men’s Shed Association is seriously concerned that legal actions were taking place or being considered by AMSA at the same time that this meeting in the Deputy Speaker’s Offices was happening and that the following day the Western Australia Australian Men’s Shed Association would receive such advice of this action. The Victorian Mens’ Shed Association does not approve of such behaviour when it was invited to attend this meeting in what it believed to be a spirit of honest and open conversation based on trust, openness to suggestions, fairness for all and of trying to see if there could be a way forward to rectify the breakdown in relationships with the Australian Men’s Shed Association over the By-Laws and the Constitution. This act together with other examples of the Australian Men’s Shed Association actions and also attempts to hold events in Victoria does not demonstrate to the Victorian Men’s Shed Association any confidence in a relationship with the Australian Men’s Shed Association. In fact, it seems that the Australian Men’s Shed Association wishes to by-pass the State Association in its plans and actions. In May this year the Victorian Men’s Shed Association withdrew its membership of the Australian Men’s Shed Association and it has been aware of the lobbying by individual Sheds to their local Federal members and also that of a few State Associations to see if there was way forward by having others to look at what may be a possible way forward. The September meeting is a possible result of such actions and at the above meeting those present agreed and sought the following:

1. AMSA will email their proposed draft constitution, along with the 13 page outline and other documentation to all State’s and sheds, (should they have an email address for said sheds?)

2. AMSA will put the abovementioned documentation on their website so it is available for all to access

Victorian Men's Shed Association Inc

Postal: P.O. Box 211 Bulleen Vic 3105

Email: pres@vmsa.org.au

Web: www.vmsa.org.au

Incorporation No: A0055228H

Australian Business No: 44 206 931 36

Page 2 of 2

3. State associations will circulate through their networks to ensure all shedders have access to the documents

4. Feedback on the documentation will be provided by 5pm Tuesday 31 October 2017 5. A further roundtable meeting to follow up on negotiations is to be scheduled in due course, and

will occur at a time and date between 9am Monday 27 November 2017 & 2pm Thursday 30 November 2017.

The Victorian Men’s Shed Association has circulated to its members information on accessing the proposed new Constitution and also sought from these Shed’s a decision from their Shed Committee or the auspicing body of a Shed as to whether they agree or disagree with the proposed new Constitution. The results of this survey are that a very large majority of Sheds disagree with the Australian Men’s Shed Association proposed new Constitution. To date out of the large number of replies only 5 Sheds have agreed with the Constitution, two have abstained and one Shed from interstate, on the border, which is not a voting member has also advised that they disagree. The Victorian Men’s Shed Association Committee has also considered very diligently, with advice, the proposed new Constitution and advises that it disagrees strongly with proposed new Constitution. The Victorian Men’s Shed Association offers the attached information on some of its reasons for such a decision. As well, please find attached two letters that are samples of some of the correspondence the that the Victorian Men’s Shed has received. The Victorian Men’s Shed Association has agreed that in moving forward it will establish a positive and hopefully a good close working relationship with the Commonwealth Department of Health and any other Commonwealth Department or agency in furthering, “all Victorian men to be happy and healthy contributors within their local community, and to provide a forum for Victorian Sheds to network, exchange ideas, share experiences, and promote wellbeing, and to foster the development and sustainability of Men's Sheds in Victoria, to advocate on behalf of Sheds to government, private and community-sector organisations, and to provide opportunities for bringing Sheds together to share and learn”. (Extract from The Victorian Mens’ Shed Objectives and Mission statements). I look forward to hearing from you. Yours sincerely,

Lindsay Oates, Victorian Men's Shed Association. President 2016 – 2017. Mob: 0408 343531. Postal PO Box 211, Bulleen, Vic. 3105. Email: pres@vmsa.org.au Web: www.vmsa.org.au VMSA Facebook page

Some of the reasons why the Victorian Men’s Shed Association does not agree with the proposed new AMSA constitution:

(i) The VMSA considers that the proposed new Constitution must also be read together with the current By-Laws.

(ii) It has been very clear from the 3 Gathering meetings over the past 17 months and at the AGM held in Geelong last year that member Sheds of the VMSA did not agree with the By-Laws and the then proposed Constitution.

(iii) A short-summarised history of the events, letters and Bulletins that have transpired since the 3rd June has already been published.

(iv) The VMSA is of the opinion that the current objectives of the AMSA are not the same as the original vision and mission of the AMSA when the VMSA became involved in participating in establishing the AMSA. The VMSA appreciates that the AMSA had to amend its objectives to become a Deductible Gift Recipient organisation. However, it believes that the objective of the organisation is too ambiguous. The VMSA is of the opinion that such a statement could lead to any future digression of the original objectives.

Quotes from the AMSA proposed new constitution and current By-laws, and the VMSA’s comments:

By-Laws AMSA Men’s Shed Members.

Item 3. AMSA Men’s Shed Members.

a) “Is an incorporated Association in accordance with the relevant associations’ legislation in the respective state which operates a Men’s Shed.”

b) “Is a community- based, non-profit, non-commercial organisation that is accessible to all men and whose primary activity is the provision of a safe and friendly environment where men are able to work on meaningful projects at their own pace in their own time in the company of other men or such other criteria as determined from the Board time to time”.

It is the opinion of the VMSA that the AMSA Board has no control over any incorporated association other than to accept or withdraw a Shed’s membership. It is up to each individual Shed to determine their own programmes and activities.

d) “Has as a major objective the advancement of the health and welfare of its Members:”

i) “Is not aimed primarily at promoting particular political or religious views or practices:”

n) “Has disciplinary arrangements for Shedders and the processes to be followed:”

The VMSA is of the opinion that this should be amended to include “Has the resources available….etc”.

Whilst an incorporated Shed may meet all of these criteria there is no provision for the auspicing bodies. The auspicing bodies’ major objectives are to the main work of the organisation and not to the Men’s Shed group or programme. Auspicing bodies need to be included and there needs to be clarification on this. The VMSA does not

Victorian Men's Shed Association Inc

Postal P.O. Box 211 Bulleen Vic 3105

Email sec@vmsa.org.au

Web www.vmsa.org.au

Incorporation No A0055228H

Australian Business No 44 206 931 360

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agree with this clause 3 (a) and (b). Further it should be noted that the Victorian Government has not agreed to harmonisation of OHS laws that other States may have agreed to.

Item 4. Ongoing conditions of membership – AMSA Men’s Shed Members

a) Ensure its governing documents are consistent with the aims and purpose of AMSA’”

This clause has caused concern to the auspicing bodies of Men’s Sheds or programmes and is a concern to the VMSA.

Item 5. Responsibilities of ASA Member Men’s Sheds

5.3. AMSA Men’s Shed Members are responsible for:

a) “The internal management of their respective Men’s Shed and relationships with sponsoring organisations:

b) Effective management of workplace health and safety at their shed in accordance with applicable laws:

c) Maintaining a balance between their Shedders’ projects, projects for their Shed and projects and the provision of other support to the wider community:

d) Where occupying a shared space or space provided by another organisation, ensuring that effective consultation is established and made with other organisations and a clear agreement sets out the individual and shared responsibilities for workplace health and safety.

e) Complying with and promoting compliance with the AMSA Constitution, By-Laws, Policies, Management Guidelines, and Procedures.”

It is worth noting that many Sheds and auspicing bodies cannot and do not comply at present.

f) “Display approved signage indicating that the Men’s Shed is a member of AMSA.”

Item 11 Insurance

11.6 “AMSA Men’s Shed Members that are insured other than by AMSA’s insurance policy must provide a copy of a Certificate of Currency from the alternative insurance provider to AMSA. For Public and Products Liability, a policy certificate should be submitted yearly, noting the interests of AMSA and be for no less than $20,000,000 each and every claim.”

The VMSA is of the opinion that this is not required. If there are legal reasons why, then there must be a template for all such items to be checked at the time of the AGM.

By-Laws AMSA State Association Members.

Item7. Ongoing conditions of Membership – AMSA State Association Members

7.1 a) “In addition to continuing to meet the eligibility requirements for membership set out in clause 4, a State Association Member must satisfy the following as conditions of membership with AMSA:

b) Ensure its governing documents are consistent with the AMSA constitution and By-Laws”.

The VMSA disagrees with this and is not prepared to change its constitution for reasons outlined in this document.

b) “Demonstrate that all regions of the respective State are represented on the governing body of the State Association Member”.

The VMSA sees this as its responsibility and not one of AMSA.

e) “Provide a copy of the State Association’s annual report incorporating audited financial statements to AMSA each year.”

The VMSA presents its Annual Report to its members attending the AGM and has it available for all members on its website as well as sending it out to its members. The AMSA’s Annual report is only available if one searches the ASIC website and has not to date been published to the States or their member Sheds.

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f) “Not conduct in competitive behaviour with alternate group providers or sponsors to those engaged or provided by AMSA.”

The VMSA as independent incorporated association strongly believes in looking after its members and obtaining the best options in the market place to enable Sheds to make the choices and decisions in the best interest of each Shed’s members. The VMSA will always act in the best interest of its members.

g) “State Association Members cannot conduct Conferences, Expos or events that conflict or are competitive with AMSA scheduled events.

h) As a condition of membership with AMSA, State Members agree that they will only seek or enter into government grants, sponsorship or partnership arrangement and any other funding agreements following consultation with AMSA to ensure that any such agreement is aligned with AMSA’s current arrangements and objectives and will not replicate or compromise AMSA’s existing services.”

The VMSA believes it is the body to approach State or Federal government and anybody or organisation in the State. for grants, sponsorship or other funding arrangements.

Item 10. Use of AMSA Branding by Members

10.2 “AMSA State Association Members must display the AMSA logo on each page of their website and all their publications clearly identifying that they are members of AMSA and part of the Australian Men’s Shed network.”

The VMSA strongly disagrees with this clause as AMSA does not show on each page of its documents the State Associations it represents.

10.3 “AMSA State Associations Members must reciprocate linkages from the AMSA website on their website and refer to available resources.”

No longer being a member of AMSA the VMSA believes it has removed from its website all references to AMSA’s resources, however, where Sheds have referred to the VMSA for AMSA information, the VMSA will always acknowledge its sources and suggest to that Shed to approach the AMSA if it is a member of AMSA.

Constitution

5.3 Rights and Obligations of Members

b) “An AMSA Men’s Shed Member must be admitted as a member of AMSA for a minimum of twelve (12) months before being eligible to:

I. Be counted in determining a quorum at a Members meeting; or

II. Vote at a members meeting or in an election of Directors;

III. Nominate a candidate to stand for election to the Board.”

In the present constitution members do not have any right to vote. In this proposed constitution members are only entitled to vote at a members meeting called by the Chairman or Deputy Chairman. The VMSA is of the opinion that this clause is too restrictive and may allow the Board to control meetings. To also be bound by a restriction of having to wait for 12 months is also not good community governance.

7.5 Effect of cessation of membership

“Upon Cessation of membership with AMSA, a State Association or Men’s Shed

b) must cease using:

i. The term “Men’s Shed” in its name, to describe itself, or in any of it literature or documentation; “

The term “Men’s Shed” has been used by many people and organisations over the years. It is a generic term that is not owned by anyone. The VMSA strongly disagrees with this clause 7.5 b).

ii. “Any other branding, other intellectual property, or other resources or information which was provided by AMSA to the Member as a privilege of membership.”

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The VMSA, as stated above would always acknowledge such sources.

9.3 Composition of the Board

“ The Board shall comprise the following persons:

a) Up to five (5) directors appointed by the Board, having regard to the skills and experience of the candidate in any discipline, profession or field of knowledge which may be beneficial to AMSA (Appointed Directors; and

b) One (1) Director from each of the six (6) Regions, elected by Members from that Region (elected Directors).”

The VMSA does not agree with clauses a) and b) and is of the opinion that it could be possible for people not suitable for such a position to stand for such a position. There also needs to be specific criteria for appointment to such a position.

9.9 Vacation of Office

The VMSA disagrees with this clause as it does not allow for the removal of an elected person should that be the decision of the members.

National Men’s Shed Advisory Committee.

“The National Men’s Shed Advisory Committee has been established by the AMSA Board with the specific responsibilities of

Membership

Compliance

Complaints

General Issues”

The VMSA also disagrees with this clause as it believes this is similar to the duties of those who are directors on the Board of directors and does not allow for proper consultation, communication or good governance of a community organisation. It appears to the VMSA that the “grass roots” are still not directly involved, consulted or communicated with over important matters.

This is a short summary of the many concerns of the VMSA with the AMSA new proposed Constitution.

VMSA Committee October 2017.

(1)

Good afternoon Ric,

My name is Ross Davey, convenor of the Anglesea and District Men’s Shed.

My items of concern with the draft constitution are as follows.

1. Application of Incorporations Act

2.1 Application of Parts 2G2 and 2G3. Am I correct in assuming that this refers to the Annual

General Meeting and the presentation of statutory accounts for the year, and audit of same

and that these accounts will be available to all members?

2. Effect of cessation of Membership with A.M.S.A.

7.5. B. Must cease using the name “Men’s Shed” In its name to describe itself or in any of its

literature or documentation or any other intellectual property or other resources.

I am not sure if they have this power because it appears that the name “Men’s Shed” is not

Registered with any statutory authority – is this correct??

3. 9 Board of Directors

5 Directors appointed by the board (Appointed Directors)

1 Director from the six regions (State or Territory) 6 in all, (Elected Directors)

ISSUE – with the Elected Directors, one from the Northern Territory and one from the

Australian Capital Territory being, I am to understand appointed by the “Appointed

Directors”.

It would appear the Appointed Directors have control (7-4) of the Board to approve what

they will.

4. Interpretation

23.1 Definitions

Men’s Shed , - means an incorporated entity which meets the criteria determined by the

board and set out in the A.M.S.A. Membership conditions by law.

This is covered by 3.4 (a) there is no mention of Auspice Organisations.

(2)

4.2 States “A Men’s Shed Member” cannot join or be a member of any other Men’s Shed

association that is not affiliated with A.M.S.A. – presumably V.M.S.A. is not included.

Ric in summary to a bush lawyer it appears both the draft Revised Constitution and the By Laws

appear to give the A.M.S.A. Board all the power it needs to override any areas of concern that

individual members may have and they appear not to be interested in entering any dialogue in this

matter.

Personally I would prefer a unified body with one common aim speaking for all but they give very

little room for negotiation or consultation and if that is the case at the end of the day we have very

little choice but to reject the Draft Constitution.

Ric please let me know if I have read anything the wrong way, or misinterpreted either the Draft

Constitution or the By Laws.

Cheers for now,

Ross Davey.