Accelerating regional cooperation and resource sharing by cyw12807

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									A Model for Regional
Cooperation and
Resource Sharing in the
Western Suburbs
Accelerating regional cooperation and
resource sharing

Developed in the context of Local Government Structural
Reform in Western Australia, this report provides a way
forward for local governments participating in the Western
Suburbs Regional Group of Councils (WESROC) to formalise
current ad hoc regional cooperation and resource sharing.
Recommendations focus on governance, structure, process
and strategic requirements necessary to ensure the
effectiveness of WESROC.

Anne Banks-McAllister Consulting
8/7/2009
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Contents
Executive Summary ............................................................................................................................. 3
Background ............................................................................................................................................. 4
Context of Report ................................................................................................................................. 7
Regional Cooperation and Resource Sharing in Western Australia .......................................... 10
South Australian Regional Subsidiary Model ................................................................................. 18
Consultation ........................................................................................................................................ 20
Recommendations ............................................................................................................................. 22
Appendix A – Sample Charter .......................................................................................................... 27
Appendix B - SA Local Government Act - Regional Subsidiaries..................................................45

Appendix C – Recommendations Action Plan ............................................................................... 49
Appendix D - Consultations .............................................................................................................. 52




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Executive Summary


A review of reports and decisions previously made by WESROC indicates a
commitment to improving the current regional cooperation and resource sharing in
the Western Suburbs by implementing more formal structures and processes.
However, the current structural reform program potentially impacts significantly on
the future configuration of local governments and in doing so, provides new
scenarios which may affect regional cooperation and resource sharing opportunities.

It should be noted that any changes resulting from the structural reform program are
not expected to be implemented until late 2011 which provides a window for
implementing changes to WESROC which can be beneficial irrespective of structural
reform outcomes.

This report therefore builds on the WESROC commissioned Dollery Report by
further examining governance, structural, process and strategic issues that are
currently hindering efficient and effective WESROC regional cooperation and
resource sharing. The report also considers other thinking in Western Australia
about new models of regionalisation and provides some recommendations for longer
term options.

This assessment of WESROC has indicated the following:

       A desire to improve the efficiency and effectiveness of regional cooperation
        and resource sharing in the Western Suburbs
       A desire to address systems and processes around the Governance (Board)
        and Administration (CEOs) of WESROC
       An expectation to quickly progress Dollery‟s recommendations
       A desire to fast track the establishment of a secretariat
       A preparedness to consider, in the longer term, the possible merging of
        WESROC and the WMRC with waste services being only one optional service
        delivered by a Regional Council
       A preparedness to examine alternative regional models not currently available
        under WA Local Government legislation, with a view to lobby for legislative
        change

Recommendations have been developed as a result of discussions with WESROC
stakeholders, a literature review and consultations with other Western Australian
regional bodies. Recommendations are intended to address:

          meeting processes
          resources for coordinating regional activities
          resources for implementing project outcomes
          leadership for regional initiatives

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           accountability and transparency
           decision-making processes
          strategic focus
          image and communications
          achieving some quick wins
          measurable outcomes and benefits especially through resource sharing
          longer term options for regional cooperation and resource sharing

The immediate establishment of a Regional WESROC Secretariat, with a brief to
implement recommended priorities, is the catalyst for gaining effectiveness and
efficiency gains for WESROC.


Background


In December 2008 the WESROC Board of Management received and considered
the commissioned report “Reform Options for the Western Suburbs of Perth – Rising
to the Challenge” (the Dollery Report) prepared by Professor Brian Dollery and Dr
Andrew Johnson (New England Education and Research Proprietary Limited).

The purpose of the Dollery Report was twofold:

   1. To provide a thorough analysis of the WESROC group of councils against the
      background of structural reform in Australian local government, including an
      assessment of the effectiveness of forced amalgamation programs,
      alternative models of local government to compulsory council mergers and
      shared service arrangements. The Report also had to consider the problem
      of financial sustainability in Australian local government, deal with the sources
      of financial sustainability and differentiate between financial sustainability and
      broader concepts of community sustainability.
   2. To provide an independent assessment of the WESROC organisation and its
      member councils (as well as the Town of Cambridge) and make
      recommendations for enhancing the role of WESROC.

The Board resolved:

   1. That the WESROC Board endorses the Dollery Report as a planning
      document for the next three years;
   2.        (a)   A duty statement and position description for a full time position
             of Executive Manager for WESROC be prepared and distributed for
             comment to all the WESROC Board members;

                 (b)    Following the agreement of a duty statement and position
                 description a meeting of the WESROC Board be held in January to

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              initiate steps to recruit the Executive Manager WESROC and the
              position be initially funded from the 2008/09 WESROC budget.

   3. That the WESROC Board requests a selection panel, comprising of the
      WESROC Board members assisted by the Chief Executive Officers be
      established to recruit the Executive Manager WESROC.
   4. That the WESROC Board requests the appointed Executive Manager
      WESROC to prepare an operational plan for 2009/10.
   5. That the WESROC Board request member local governments of WESROC to
      commit to the funding of dedicated staff resources for WESROC for the
      2009/10, 2010/2011 and 2011/12 financial years.
   6. That the WESROC Board commence meeting on a monthly basis in the 2009
      year.
   7. A full review of the operations and functions of WESROC be undertaken.

In January 2009 the WESROC Board of Management met to further consider the
appointment of a WESROC Executive Manager and determined that further research
was required. It resolved:

That the WESROC CEO’s conduct research into consultants, who are able and
available to prepare and implement the formalisation of WESROC as an
organisation, and bring a recommendation to the February meeting of the WESROC
Board. The Consultant must:

      Have relevant experience in the formation of Regional Organisations of
       Council (ROC);
      Be able to plan the development and implementation of the ROC;
      Do a presentation, on the ROC, to Council and the community if required;
      Identify the roles and responsibilities of an Executive Officer for the ROC;
      Indicted their estimated costs for the project as a whole.

At its 4th February 2009 meeting, the WESROC Board of Management resolved to
appoint Anne Banks-McAllister to undertake the proposal to create a formalised
regional structure to support resource sharing activities in the Western Suburbs.
This appointment was, however, put on hold as a result of the Minister for Local
Government‟s announcement on 6th February to take steps to implement local
government reform strategies.

A Special Meeting of the WESROC Board of Management was convened on 18th
February 2009 to consider the impact of the Minister‟s announcement. The Board
resolved:

   1. That the Western Suburbs Regional Organisation of Councils endorse in
      principle the Dollery Report as a foundation planning document for WESROC


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      and that the report be forwarded to be considered and endorsed by each
      member Council.
   2. That the appointment of Anne Banks-McAllister as per the previous resolution
      of WESROC to review the recommendations of the Dollery Report and taking
      account of the Minister’s Guidelines, prepare a proposal for WESROC and
      member Councils to consider submitting to the Minister in response to his
      Local Government Restructuring [of] Council[s].

At its March meeting, the Board of Management considered the Structural Reform
Guidelines for Local Government within the context of its previous resolutions. It was
further resolved that:

WESROC, through its Executive Committee engage and work with a suitably
qualified independent team or teams of consultants to undertake and complete by
April 2009 an assessment for comparison purposed the likely costs and benefits of:

   1. An amalgamation of the WESROC Councils;
   2. An amalgamation of Cottesloe, Mosman Park and Peppermint Grove councils
      together with an amalgamation of Claremont and Nedlands Council while
      Subiaco remains independent;
   3. A fast tracked (say 2 to 3 years) maximisation of Regional Cooperation and
      Resource Sharing amongst WESROC Councils.

As a result of this resolution, Anne Banks-McAllister was requested to project
manage the consultancy for undertaking the cost benefit feasibility study, as well as
preparing recommendations for fast tracking regional cooperation and resource
sharing (resolution 3).

In summary, Anne Banks-McAllister was contracted to identify a regional structure
and resource sharing model to support the cooperative and resource sharing
activities of the local government authorities in the region, including the Town of
Cambridge. In achieving this, it was important to acknowledge WESROC‟s desire to
appoint a WESROC Executive Officer and the need to consider options, including
legal and governance issues, with recommendations and costs for a preferred
model.

In producing this report, the following methodology was adopted:

   1.   Literature review of key documents
   2.   Consultations with stakeholders
   3.   Assessment of the current effectiveness of WESROC
   4.   Development of governance, structural, process and strategic actions for
        WESROC to improve regional cooperation and resource sharing




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Context of Report


It is essential to consider the context in which this report is being prepared due to
major structural changes impacting local government across Australia, and
particularly in Western Australia at the present time. This context will provide a
framework for WESROC deliberations in both the immediate and longer term. In
providing this context, it is recognised that the WESROC Board of Management
considered an in-depth overview of the Dollery Report, regional governance models,
and other structural reform initiatives at its meeting in December 2008, therefore a
detailed analysis of these models will not be covered again in this report.

The publication in September 2008 of the WA Local Government Association‟s
(WALGA) “The Journey: Sustainability into the Future – Shaping the Future of Local
Government in Western Australia” marked a collective industry move to respond to
pressures for structural reform. The guiding vision for the development of the
publication was that:

“Local Government will implement and maintain a governance model that integrates
        effective service delivery with appropriate political representation.”

This report, known as „The Plan for Reform‟, was the culmination of a research and
consultation process which, amongst other things, highlighted the benefits of
regional service delivery. While the process considered a range of regional models
operating under other States‟ legislation, it unfortunately provided little guidance on a
specific regional governance structure for Western Australian local government.
What the report did recommend was:

      That WALGA advocates and seeks initial funding of $30m to develop a series
       of pilot Regional Shared Services examples and to progress strategies to
       further develop the concept of regional processes and platforms for the Local
       Government sector.
      That WALGA explores methods by which various shared services examples
       emerging in other States can be shared with the Local Government sector in
       WA.
      That the Local Government Act 1995 be reviewed with the objective of
       amending unnecessary impediments and existing sources of inflexibility for
       regional Local Government structures.

The Dollery Report was commissioned by WESROC as a proactive strategy in the
face of imminent structural reform. The report considered a range of structural
reform initiatives across Australia, including amalgamations, and examined
cooperative regional models occurring in other States. Dollery and Johnson
concluded that WESROC currently operates in an ad hoc manner and recommended
to strengthen the existing cooperation and resource sharing by developing an

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effective Voluntary Regional Group of Councils (VROC). A total of seventeen
recommendations were proposed including the establishment of a dedicated
Secretariat and Chief Executive Officer. In making this recommendation, the report
references the Riverina East Regional Organisation of Councils (REROC), whose
success Dollery says is directly related to the operation of its Secretariat. He says
that, “the Secretariat not only provided the resources necessary to ensure REROC
operated in an efficient manner; it was also able to consider and capture
opportunities for REROC as they presented themselves, as a well as drive REROC
in a vigorous way”. Key features of REROC are:

      1. A dedicated secretariat
      2. Flexible approach to service delivery
      3. Recording and promoting cost saving initiatives

Other recommendations for WESROC included:

2.       Given the pivotal role of the CEO, special care is taken in appointing a suitable person.

3.       WESROC should not only record the activities undertaken by also seek to place a value on
         the cost savings and non-pecuniary benefits that these activities produced to their respective
         communities.

4.       WESROC councils seek to benchmark their current activities to demonstrate existing
         performance and to provide a comparison of performance post-reform.

5.       In developing its reform strategy WESROC should continue with its flexible approach to
         service delivery and consider the REROC approach to its services going forward.

6.       WESROC member councils consider implementing a „Quick Wins‟ approach where savings
         can be generated from existing activities with minimal change to member organisations to
         demonstrate commitment to the reform process.

7.       Any structural and operational reforms proposed by WESROC should be supported by a
         strong business case and careful planning to ensure its success.

8.       WESROC councils should consider the benefits of moving to a common suite of IT across the
         six member councils to enhance opportunities for greater cooperation in service delivery in
         other areas and the interchange of staff between councils.

9        WESROC should not underestimate the resources required to implement change. Trying to
         „save money‟ by undertaking the process ín-house‟ can lead to the stretching of resources
         and greater costs in the long run.

10.      WESROC review those services previously identified as being able to be provided on a
         regional basis, determine if they are still relevant, subject to enough support, and then seek to
         prepare business cases to justify any change in service delivery.

11.      WESROC councils use the Brynes (2005) survey as the basis of determining possible
         structural and operational changes to current services that could be implemented to improve
         their performance.




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12.       Enhance the role of WESROC as a vehicle to facilitate structural and operational change in
          the western Perth region rather than WMRC.

13.       WESROC councils prepare business cases to determine the feasibility of providing
          specialised corporate support services across WESROC. In particular, consideration should
          be given to providing the following services across the councils:

         Human Resource Management
         Asset Management
         Risk Management
         Information Technology Services
         GIS Services

14.       WESROC investigate the possibility of combining „back office‟ transactional processing (i.e.
          rates, debtors, creditors, payroll, etc) services of member councils into a single service
          delivery area.

15.       WESROC seeks to put in place measures and structures that will address the specifically
          defined objectives contained in the WALGA Report, particularly in its Sustainability Checklist.

16.       WESROC continues to hold State and Federal governments accountable for their role in
          achieving long-term sustainability in local government in Western Australia.

17.       WESROC make determined efforts to secure funds for ROCs and local government reform
          generally from State and Federal governments.

Despite this comprehensive range of recommendations, Dollery does not provide
detailed recommendations relating to the current governance, structure, process or
strategic arrangements currently in place that may be hampering the effective
operation of WESROC.

When considering the WESROC resolution in March 2009 to fast track the
maximisation of Regional Cooperation and Resource Sharing amongst WESROC
Councils, it is useful to consider those projects that the Dollery report identified as
opportunities for „Quick Wins‟ which at the time had almost unanimous support from
all councils. These included:

         Ranger Services
         Regional Call Centre
         IT Services
         Human Resource Management
         Regional Relief Staff
         GIS services
         Sharing specialised equipment
         Records Management




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Regional Cooperation and Resource Sharing in Western Australia


When considering models for regional cooperation, it is important to recognise that
current Western Australian legislation allows for only two approaches:

   1. Regional Councils
   2. Voluntary Regional Groups of Councils (VROCs)

Regional Councils

At present there are eight regional councils operating in Western Australia, including
the Western Metropolitan Regional Council (WMRC). These are summarised as:

Name                         Members            Activities
Eastern Metropolitan         Bassendean             Waste management
Regional Council             Bayswater              Environmental management
(EMRC)                       Belmont                Regional development
                             Kalamunda              Risk management
                             Mundaring
                             Swan
Mid West Regional            Carnamah                  Regional cooperation –
Council (MWRC)               Coorow                     feasibility studies and
                             Mingenew                   integrated planning and
                             Mullewa                    infrastructure e.g. IT
                             Morawa                    Moving to establish regional
                             Perenjori                  service delivery e.g. rates,
                             Three Springs              property and debt collection
Mindarie Regional            Wanneroo                  Waste management
Council (MRC)                Joondalup
                             Stirling
                             Cambridge
                             Vincent
                             Victoria Park
                             Perth
Pilbara Regional Council     Ashburton                 Obtain funding
(PRC)                        East Pilbara              Facilitate resource sharing
                             Roebourne                 Undertake, manage and
                             Pt. Hedland                facilitate services.
South Metropolitan           Melville,                 Waste management
Regional Council             Cockburn
(SMRC)                       East Fremantle
                             Fremantle
                             Kwinana
                             Rockingham

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                             Canning-
                             withdrawn
South East Metropolitan      Armadale                 Waste management
Council (SEMC)               South Perth
                             Gosnells
Tamala Park                  Cambridge                Creating an urban
                             Perth                     development of 165 hectares
                             Victoria Park             north of Mindarie Regional
                             Vincent                   Council.
                             Joondalup
                             Wanneroo
                             Stirling
Western Metropolitan         Subiaco                  Brockway Waste Transfer
Regional Council             Claremont                 Station
(WMRC)                       Cottesloe                Green waste Recycling
                             Peppermint
                             Grove
                             Mosman Park


Regional Councils can be established under Section 3.61 – 3.68 of the Local
Government Act. The Western Metropolitan Regional Council was established
under this section of the Act and operates under an Establishment Agreement
(Constitution) approved by the Minister. As independent incorporated bodies,
Regional Councils have the same abilities as a single Local Government Authority,
including overheads and compliance requirements. This means that Regional
Councils can manage their own funds, employ staff, conduct tenders, make
decisions without reference to member Councils, buy and sell assets, and sell
services.

The main concerns about Regional Councils include:

      Limited accountability to member councils or community
      Additional layer of government and bureaucracy
      Ability to operate in a way that can conflict with single local governments
      Additional overheads and compliance as required of a local government
      Expensive for member councils to fund if there is no strong income stream

The Department of Local Government currently believes that the establishment of a
Regional Council under the WA Local Government Act can be made more attractive
by compliance exemptions by the Minister.

Discussions were also held with the East Metropolitan Regional Council (EMRC) and
the Pilbara Regional Council.

The Eastern Metropolitan Regional Council (EMRC) was established in 1983 to
undertake waste management and disposal services. The City of Bayswater owned
and operated the Red Hill site until five Councils (Bayswater, Bassendean, Swan

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Belmont and Mundaring) agreed to establish a Regional Council to take over the
operation of waste management. The Shire of Kalamunda subsequently joined.

Prior to the establishment of EMRC, regional cooperation was facilitated through the
Eastern Metropolitan Local Authorities Group (EMLAG) which focused on tourism,
economic development and youth strategies. EMLAG folded into EMRC in around
1998 which now undertakes a range of activities apart from waste management.
With a staff of approximately 70 people, EMRC delivers:

      Waste management
      Environmental services
      Regional development
      Risk management
      Resource recovery
      Corporate services/Governance

There is also a current initiative to consider the collection of rubbish and shared
services on behalf of member councils.

Operating under an Establishment Agreement (Constitution) approved by the
Minister, EMRC is governed by a Council which consists of two councillors and a
third deputy from each member council. As required by the Act, the Chair is rotated
every year; however it is elected by the representatives. The Establishment
Agreement clarifies funding arrangements, details continuing services, and identifies
possible future services. EMRC will consider any proposal that a member council
proposes that could be done by the regional organisation.

The Council of EMRC is supported by a CEO Advisory Committee which has Terms
of Reference which allow it to review anything related to the operations of the
organisation including governance and the Establishment Agreement. There is a
standing invitation for the Chair of the CEO Advisory Committee to attend Council
meetings and speak to items. The Council can refer items to the CEO Advisory
Committee and likewise, the CEO Advisory Committee can refer items to the
Council. The EMRC also has a Technical Advisory Committee.

Funding of the EMRC is based on population and most income is derived from each
member councils‟ gate fees to the Red Hill tip site. There is also equity share in
assets based on population. Gate fees from member councils are approximately $8
million per year with approximately $14 million from commercial operations and an
additional $1 million from grants.

Discussions with the Acting Chief Executive Officer highlighted the following issues:

      It is important to be careful how the EMRC is marketed so as not to compete
       with member councils.


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      It is important that the EMRC is careful about the services it chooses to
       deliver to prevent competition with member councils.
      The EMRC doesn‟t have problems with decision-making as the Council is an
       entity in its own right and there is clarity about its purpose and activities.
      Member councils are often not kept sufficiently up-to-date about the activities
       of the EMRC despite a summary of reports and decisions being provided to
       each Council.
      More needs to be done to develop and maintain relationships with member
       councils.
      A regional council requires its own administration and income to support it.
      Compliance under the Act is a very significant resource requirement and
       should be recognised as an overhead.
      A Regional Council needs a CEO Advisory Committee as it needs the support
       of its CEOs. CEOs can be very influential and must support the Council as a
       whole, plus their own council representative.
      The term „Regional Council‟ can be a problem as the Federal Government
       often thinks regional means country. This can cause problems with eligibility
       for Federal grants.
      A positive opportunity for regional councils is the sharing of assets e.g. depots
       and recreation facilities.

A meeting was held with the Executive Officer of the Pilbara Regional Council
(PRC). The PRC was established under the Local Government Act in 2000 and the
Board has two councillors from each participating council. A Chief Executive Officer
from one of the member councils supports the PRC on an annual rotating basis. With
the appointment of a Regional Executive Officer, the CEO now sponsors the PRC,
while the Executive Officer facilitates and manages the operations of the regional
council. The CEO has some control over staff from other councils regarding specific
projects.

To date the focus of the PRC has been:

      Advocacy
      Lobbying
      Managing reviews and studies e.g. asset management, waste management
      Advising about best practice

Discussions with the Regional Executive Officer highlighted to following issues:

      In August 2006 there was a critical decision to retain the PRC, however with a
       limited project management and secretariat function only. There is a current
       review of the future direction of the PRC in regard to governance and strategy
       as it seems to exist on projects only.


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      The PRC employs the Executive Officer and a part-time administration officer,
       although office facilities are not provided. This can cause some problems with
       access to facilities and reliability of technology.
      Compliance is an onerous requirement under the Act, despite the ability to be
       exempted from some compliance requirements.
      A Regional Council needs to be clear about what it wants to do, where it is
       going and the process for each Council around decision-making
      To be successful, a Regional Council requires clearly defined areas of
       operation or an anchor such as waste management such as the EMRC
      Equity amongst councils can be an issue, particularly in relation to funding
      It is essential that the Regional Council has a high priority with each member
       council

Voluntary Regional Group of Councils (VROCs)

At present there are several voluntary groups of Councils (VROCs) in Western
Australia, apart from WESROC. These include:

Name                       Members                 Comments
South West Group           Cockburn                Focus on regional development,
(SWG)                      Melville                in particular economic
                           Fremantle               development
                           Rockingham
                           East Fremantle          Objectives:
                           Kwinana                     Regional governance – a
                                                         stakeholder in decision
                                                         making
                                                       Facilitate economic
                                                         development
                                                       Socio-economic
                                                         development
                                                       Management of the
                                                         natural and built
                                                         environment
                                                       Coordination of municipal
                                                         services

                                                   Has established the South West
                                                   Development Foundation Inc. as
                                                   a project facilitation entity for
                                                   SWG and an incorporated body
                                                   for securing grants.
                                                   Manages a regional industry web
                                                   portal.
                                                   Employs a full-time Director.



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Bunbury Wellington         Bunbury                   Regional resource sharing
Regional Group of          Donnybrook/Balingup       and regional cooperation.
Councils                   Collie                    Administration carried out by
                           Capel                     Dardanup at no cost all funds
                           Dardanup                  held in trust by them.
                           Harvey                    Operate under a
                                                     Memorandum of
                                                     Understanding (1999).
                                                     Currently looking at Alliance
                                                     Model.
Warren Blackwood           Boyup Brook               Aims to highlight and progress
Strategic Alliance         Bridgetown-               issues that have a regional
(WBSA)                     Greenbushes               impact.
                           Manjimup                  Provides a voice for the region.
                           Nannup                    Receives support from South
                                                     West Development
                                                     Commission.
                                                     Develops networks and
                                                     stakeholder relationships.
                                                     Promotes the region.
                                                     Employs a part-time Executive
                                                     Officer.
South East Avon            Beverley                  Regional studies and
Regional Group of          Brookton                  cooperation. Desire to create
Councils (SEAVROC)         Cunderdin                 separate entity for resource
                           Quairading                sharing and service delivery.
                           York
North Eastern              Koorda                    Focuses on regional strategic
Wheatbelt                  Mt. Marshall              planning and resource sharing.
Organisation of            Nungarin                  Works in partnership with other
Councils (NEWroc)          Trayning                  organisations such as the Avon
                           Westonia                  Catchment Council.
                           Wyalkatchem


A VROC cannot operate as a separately constituted body and as such is a
representative organisation with no formal delegated decision-making authority.
Furthermore it has no capacity to employ staff, sell or buy assets, conduct tenders,
sell services or manage its own funds. VROCs rely on member Council‟s to provide
financial and management functions on behalf of the group.

Most VROCs concentrate their efforts on advocacy, sharing knowledge and
resources, coordinating shared services and resource sharing projects, and
undertaking cooperative regional projects such as policy development, planning and
feasibility studies.

Increasingly VROC‟s are establishing independent secretariats (Executive
Officer/CEO and administrative support) to resource the organisation. These are

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either employed (by one Council on behalf of the group) or a consultant is contracted
to provide the service for a period of time (usually part-time).

The main concerns about VROCs include:

      Cumbersome decision-making due to the need to refer decisions back to
       member councils
      Lack of shared regional approach and tension with local priorities
      Administrative impost on member councils
      Lack of financial independence
      Inability to provide services, employ staff, hold assets, etc

Discussions were held with the South East Avon Regional Group of Councils
(SEAVROC) which operates as a VROC but is keen to form a new entity to facilitate
regional service delivery on behalf of member councils. These separate discussions
involved the CEO of a member council and the SEAVROC Executive Officer.

While currently operating as a VROC, SEAVROC is keen to create a central entity to
sell/provide services to its member local governments, and potentially other local
governments. SEAVROC is considered an interim solution and significant research
on alternative options has been undertaken with the support of the Department of
Local Government and Regional Development and the WA Local Government
Association (WALGA).

SEAVROC has considered operating as a regional council while waiting for
legislative change for a different model not currently available in Western Australia,
however with the current structural reform program it has been decided to progress
the VROC approach in the short term.

In August 2007, Mr. John Gilfellon prepared a report titled “Providing Local
Governments with the Ability to Maximise the Benefits from Resource Sharing:
Options Paper on Variations to the Current Legislative Requirements on Regional
Local Governments for Submission to the Minister for Local Government and
Regional Development”. The purpose of the report was to look at options for
SEAVROC in establishing a legal entity by which it could undertake greater resource
sharing initiatives without increasing administrative overheads and while retaining
individual autonomy.

The Gilfellon report investigated a number of regional governance models across
Australia, covering much of the same content as the Dollery report. Gilfellon also
undertook a detailed examination of possible exemptions under the WA Local
Government Act for Regional Councils and determined that despite many possible
exemptions or non applicable sections, the establishment of a Regional Council
under current legislation poses too great a compliance and administrative burden.




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The report recommends that SEAVROC requests the Minister for Local Government
to amend the Local Government Act 1995 to include the provision of the South
Australian Local Government Act 1999 relating to the formation of regional
subsidiaries.

Mr Neil Douglas of McLeods Barristers & Solicitors was contracted by the South East
Avon Voluntary Regional Organisation of Councils (SEAVROC) in association with
the Department of Local Government and Regional Development and the Western
Australian Local Government Association (WALGA) to undertake a feasibility study
of regional collaborative models. Similarly to the Dollery Report and the Gilfellon
Report, he examined benefits for and against a range of models.

In his conclusion, Mr Douglas stressed the need for any model to have a clear
understanding of:

      The broad objectives of the regional body
      The preferred composition, structure and procedures of the regional body
      The functions and activities that are proposed to be undertaken by the
       regional body, including the level of its independence and autonomy

He says that clarity about the administrative and regulatory functions that a regional
body wishes to undertake is essential for determining the most effective regional
model and what, if any, legislative changes are required.

In his review of a range of models, Douglas believes that the South Australian
regional subsidiary model „warrants serious consideration ‟due to its flexibility, its use
of individual charters as the primary regulatory source, and the relatively light
compliance and regulatory burdens that apply‟. „

As a result of the outcomes of the Gilfellon and Douglas reports, SEAVROC has
resolved to continue to operate as a VROC while lobbying for legislative change to
provide for a regional subsidiary that provides an independent, flexible and low cost
entity for regional service delivery.

In the interim, SEAVROC has contracted an Executive Officer and administrative
support for 25 hours per week for approximately $90 per hour average (16 hours EO
support and 9 hours administrative support). The Department of Local Government
and Regional Development has provided a grant for two years to fund the regional
secretariat which is managed by the Town of York. At present different member
councils manage the funds for individual projects although the Executive Officer is
responsible for financial monitoring and reporting.

SEAVROC operates under a Memorandum of Understanding and has a Strategic
Plan and supporting project plans. These are adopted separately by each member
council and once approved SEAVROC has the mandate for implementation. Each
council has a standing item in briefing forums for consideration of minutes and
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progress reports. The Chief Executive Officers attend the Board meeting, and only
meet in an ad hoc manner separately.

During the consultations with SEAVROC, the following issues were identified:

      The overhead costs of a regional council can be too onerous and impact
       negatively on efficiency and effectiveness
      It is important that a suitable Executive Officer is recruited including the title of
       the position and required skills, especially project management, change
       management, facilitation and strategic planning
      It is sometimes difficult to get all participants to think regionally and
       strategically
      It is essential that the Chairman is able to lead effectively and bring
       participants along
      Communication and a shared understanding is essential
      It is useful to focus on regulatory services for shared service approach –
       planning, environment health and building services
      It should also consider joint works, natural resource management and
       engineering services


South Australian Regional Subsidiary Model


While Dollery evaluated several models for regional cooperation (ad hoc, regional
organisations, area-integration or joint board, virtual, agency and amalgamated) he
did not consider the Regional Subsidiary Model available under the South Australian
Local Government Act 1999. Both Douglas and Gilfellon have reviewed this model
and recommend it as an option for Western Australia, subject to legislative change.

Due to the interest in this model in Western Australia it is useful to provide more
detail here about its structure and operation. However, it must be pointed out that
this model is not currently available in Western Australia but could be something that
WESROC further considers advocating for.

According to Douglas, the benefits of the regional subsidiary model are:

   1. Regulatory and compliance burdens are light, especially compared to those
      imposed on local governments in Western Australia.
   2. Much of the regulation is left to individual charters. This means that charters
      do not require legislative intervention and regional subsidiaries can be flexible
      in their approaches depending on their needs.
   3. There is a focus on reporting and accountability by the regional subsidiary to
      its constituent councils, rather than to the Department or the Minister.


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   4. The entity is subject to the joint direction and control of its constituent
      members.
   5. The entity is enabled by a Charter to deal with the proceedings as a Board of
      Management, rather than the general proceedings required of a council under
      the Act.

Douglas concludes by noting that WA local government legislation needs to be
changed to enable regional subsidiaries, which he doesn‟t believe can be achieved
by amendments to the regulations of the Act.

Under the South Australian legislation (Appendix A), two or more councils may
establish a regional subsidiary –

       (a) To provide a specified service or services to carry out a specified activity
           or activities;
       (b) To perform a function of the councils under this or another Act

The establishment of a regional subsidy is subject to Ministerial approval but does
not remove any powers from a constituent council. Under Schedule 2 of the Act a
regional subsidiary:

      Is a body corporate
      Has the name assigned to it by its Charter (Constitution)
      Has the powers, functions and duties specified in its charter
      Holds its property on behalf of the constituent councils

The Southern and Hills Local Government Association (S&HLGA) was established in
2003 and consists of six regional local government associations in non-metropolitan
South Australia and was constituted under the Regional Subsidiary provisions of the
Act. The constituent councils are the Adelaide Hills Council, Alexandrina Council,
the Barossa Council, Kangaroo Island Council, District Council of Mt. Barker, Rural
City of Murray Bridge, City of Victor Harbour and the District Council of Yankalilla.
The Association‟s Charter aims to:

   1. Provide leadership and advocacy on regional issues
   2. Encourage and promote the interests of an autonomous and democratic
      system of Local Government
   3. Plan at a regional level when determining the needs of communities
   4. Promote cooperation to achieve efficient and effective delivery of services
      which meet the needs of communities
   5. Support and develop financial and economic well being of the community
      which is sustainable

Collectively the eight councils have a population of 140, 668 (2003).



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S&HLGA is governed by an Executive Committee which meets bi-monthly and
delegates are generally the Mayor and Chief Executive Officer of each Council.
Meetings are rotated between councils and provide a regional forum for speakers on
topical issues. The Association has the following technical working
parties/committees, members drawn from the technical staff of each constituent
council:

        Roads Working Party
        Natural Resource Management Committee
        CEO‟s Forum (informal, bi-monthly on alternate months to the Executive
         Committee

Under the Association‟s Charter, subscriptions are paid by constituent councils on an
equal amount. The Association engages the services of an Executive Officer under a
contract services agreement.

The Association has a Strategic Plan and Business Plan which focuses on the
following objectives:

1.       To achieve a high level of cooperation between member councils within the
         region
2.       To promote the Southern & Hills Local Government Association
3.       To be an advocate on regional issues for member councils
4.       To support sustainable regional economic development
5.       To improve transport infrastructure
6.       To access funds as a region

The Murray and Mallee Local Government Association was also established as a
regional subsidiary under the provisions of the SA Local Government Act 1999. The
Association is comprised of eight local government authorities (Berri Barmera,
Coorong, Karoonda East Murray, Loxton Waikerie, Mid Murray, Murray Bridge,
Renmark Paringa and Southern Mallee). A copy of the Association‟s Charter is
attached as an example at Appendix B.

Consultation
Meetings have been held with all Mayors and Chief Executive Officers in the
Western Suburbs, including the Town of Cambridge. There is overall agreement that
WESROC could function better, and despite the positive comments about
WESROC‟s achievements in the Dollery report and a standing decision to implement
his recommendations, there is an overall perception that other factors could be
weakening the overall effectiveness of WESROC. These include:

        The administration of WESROC is somewhat inefficient due to the lack of a
         dedicated secretariat. Issues at times include late agendas, agendas with an
         operational focus, and little input into agendas by the Board.

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      Everyone recognises that WESROC is a significant administrative imposition
       on Chief Executive Officers whose priority is their own local government.
      Studies get undertaken but implementation at times does not occur – certainly
       not consistently across the region.
      Decision-making can be slow due to the need, or perceived need, to consult
       with each member local government.
      There is some difficulty with the Town of Cambridge participating in decision-
       making without being a member of WESROC.

Despite these issues, there were positive comments about the future of WESROC:

      There is general support for continued regional cooperation and resource
       sharing, despite current structural reform initiatives.
      Current structural reform in Western Australia should not delay improved
       regional cooperation and resource sharing.
      There is a strong desire that WESROC takes a more strategic regional
       approach.
      There is some appetite to consider merging WESROC and WMRC, although
       there is nervousness about the cost, additional level of government,
       independence, and lack of accountability back to member councils of a
       Regional Council. At present the City of Nedlands would strongly resist re-
       joining the WMRC.
      It is acknowledged that other models not currently possible under current
       legislation could be pursued, in particular the South Australian Alliance model
       as proposed by both Douglas and Gilfellon
      There is a desire to pursue shared services, either through a regional body, or
       by individual local governments on behalf of the region. There have been
       suggestions that individual local governments could become „Centres of
       Excellence‟ providing services to other members. It was suggested that
       Centres of Excellence should be separately located to avoid any perception
       about influence of a hosting council. There are synergies between the
       concept of „Centres of Excellence‟ and the Alliance Model as proposed by
       Dollery.
      There is a strong desire for a secretariat to support WESROC. This
       secretariat would provide regional management leadership and drive projects.
       This was supported by SEAVROC which stressed the importance of a strong
       and appropriately skilled Chief Executive Officer/Executive Officer, especially
       in project management, change management and ability to represent the
       Region. SEAVROC also stressed the importance of performance
       management of the Executive Officer.
      There is a desire for WESROC to manage its own funds.
      There is some expectation that savings from resource sharing should fund the
       secretariat.
      Flexibility and the ability to opt in, or opt out, of projects should continue.
      There needs to be a better decision-making process so that decisions and
       actions are not impeded due to reference back to member councils.
      There was consensus about the need to keep member councils better
       informed about WESROC activities.

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       It is positive that the Town of Cambridge is participating, project by project, in
        WESROC initiatives.

Overall most people felt that the ultimate success of WESROC will depend on
parties working collaboratively, with a strong commitment to long term cooperation
and planning, for effective regional outcomes.


Recommendations


It is recommended that WESROC develops a more effective model for regional
cooperation and resource sharing by implementing recommendations of the Dollery
Report, but more specifically by adopting actions for WESROC that address
governance, structural, process and strategy issues (refer Appendix D).

These recommendations are intended to address:

       decision-making roles of the Executive and Board of WESROC
       meeting processes
       resources for leading regional activities
       resources for implementing project outcomes
       leadership for regional initiatives
        cooperation and commitment to regional cooperation and resource sharing
       accountability and transparency
       decision-making processes
       strategic focus
       image and communications
       achieving some quick wins
       measurable outcomes and benefits especially through resource sharing
       longer term options for regional cooperation and resource sharing

IMMEDIATE ACTIONS

1. Contract a WESROC Secretariat for 3 days per week for an initial period of two
   years inclusive of a Regional Executive Officer (19 hours per week) and
   administrative support (5 hours per week) at an average cost of $92 per hour.

2. Allocate a budget of $120,000 per year for two years to fund all costs associated
   with the secretariat using the current funding model to determine the contribution
   from each local government authority which includes the costs for the hosting
   local government authority.

3. Approach the Town of Cambridge to make a financial contribution to the cost of
   the Regional Secretariat.



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4. Approach the Department of Local Government for two year funding for the
   WESROC secretariat with a view that savings from resource sharing will
   eventually fund the secretariat.

5. Determine a local government authority to manage the contract for the
   Regional Secretariat and provide financial management and reporting services to
   the Regional Executive Officer.

6. Determine an overhead payable to the hosting local government authority,
   funded from the Secretariat budget, for the cost of administering the Regional
   Secretariat.

7.     Review the current WESROC Terms of Reference and develop a
       Memorandum of Understanding with legal advice provided by McLeods
       Solicitors and Barristers (Neil Douglas). Include the following governance,
       structural, process and strategic changes in the Memorandum of
       Understanding:


           WESROC Board
            Board of WESROC to meet every two months with a Chairman to be
            elected by the Board every 12 months. Member Councils to select their
            own representative on WESROC, who is not necessarily the Mayor.

            Selection and Performance Criteria to be developed for the position of
            Chairman and Board Member.

            The WESROC Executive Officer to attend the Board meetings and
            coordinate administrative support. A standing invitation would be
            extended to the Chairman of the CEO Advisory Group, however all CEOs
            would not attend these meetings. The Chairmen of Technical Advisory
            Groups may be invited to attend the Board in respect to specific agenda
            items if deemed necessary.

            The Board would be responsible for achieving the outcomes of the
            Strategic Plan and Annual Business Plan and regularly monitor progress.
            A particular focus will be the Marketing and Communication Plan to ensure
            effective WESROC profile, regional advocacy and stakeholder
            management.

            The Board, via the Chairman, will be responsible for the contracting and
            performance of the Regional Executive Officer

           WESROC Executive
            Establish a Chief Executive Officers Advisory Group which is chaired by
            an annually elected WESROC Chief Executive Officer. The Regional
            Executive Officer would also be a member of this group. The Advisory
            Group can refer strategic items to the Board and receive requests for


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               information or action from the Board. This group would also monitor
               progress on projects, prepare the annual budget, allocate project
               resources, review financial management reports and review/approve
               project plans for items identified in the Strategic Plan, etc. This group
               would meet monthly.

               The requirement to participate actively in regional cooperation and
               resource sharing will be incorporated into each CEO‟s job description with
               links to performance outcomes.

              Technical Advisory Groups
               Establish relevant Technical Advisory Groups (environmental,
               infrastructure, social planning, etc). These would be chaired by the
               WESROC Executive Officer who would coordinate activity and report to
               the Board via the CEO Advisory Group. Terms of reference should be
               developed for approval by the Board and each project would have a
               project plan against which progress is reported.

             Decision-making
              Develop decision-making procedures for all WESROC forums and
              integrate into the Memorandum of Understanding.

             Strategic Priorities and Activities
              Identify WESROC purpose, priorities and key activities and include in a
              Memorandum of Understanding. Ensure existing flexibility and opt in/opt out
              options are available for member Councils.

SHORT TERM

Upon appointment of the Regional Secretariat undertake the following actions within
six months:

1.        Develop a twelve month Performance Plan for the Regional Executive Officer
          based on the achievement of short and medium term recommendations.


2.        Review the Strategic Plan and 2009/10 Budget with a view to reduce the
          number of projects and focus on short term gains for the region. Resource
          sharing priorities should initially address:


              Resolving shared depot arrangements
              Implementing regional GIS services
              Implementing regional technical design services

          Develop performance indicators against the Strategic Plan and Annual
          Business Plan and reporting regime.



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       Develop template Service Level Agreement for resource sharing projects.

3.     Develop a WESROC 2009/10 Business Plan including Project Plans and
       Budget for approval by each member local government authority. Funds for
       implementation of projects, including overhead costs, should also be included
       in the Project Plans and Budget. Once approved, further decision-making is
       not required by member councils unless new strategic or political issues arise.

4.     Establish a financial management policy and process for WESROC. This
       would require one local government to volunteer to hold all monies and
       provide financial management reporting services to the WESROC Executive
       Officer. It would be essential that all financial expenditure is authorised by
       WESROC Board via minutes of Board meetings to ensure transparency and
       accountability. Policy should include authorisations for expenditure.

5.     Develop an effective reporting mechanism for each member local government
       authority on the activities and progress of WESROC.

6.     Review and implement changes to the process and structure of WESROC
       agendas, minutes and meetings

7.     Review and implement changes to WESROC internal communications.

8.     Develop a 2010/11 WESROC Business Plan with particular emphasis on
       resource sharing projects for endorsement by each Council prior to 2010/11.


MEDIUM TERM

Following the implementation of short term actions (within first 6 months), undertake
the following actions with a view to have them completed during the 2010/11
financial year:

1.     Develop a Marketing and Communications Plan and incorporate into the
       Strategic Plan and annual Business Plan. The Marketing and Communication
       Plan should include:

               Stakeholder Management Plan
               WESROC website
               WESROC Branding
               Advocacy Strategy
               WESROC Promotion

3.     Develop a process for recording cost savings achieved from projects.

4.     Develop and implement a Board Effectiveness evaluation process.



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5.        Investigate the establishment of Centres of Excellence for resource sharing
          services.

6.        Review effectiveness of WESROC Secretariat.

7.        Implement a Project Management System including project initiation, project
          planning, project implementation and project review)

LONGER TERM

Following the implementation of medium term actions (June 2010), undertake the
following:


     1.      Benchmark WESROC activities and outcomes with other cooperative
             regional organisations.

     2.      Further investigate other regional models (e.g. Subsidiary model in SA and
             Regional Council with exemptions in WA) as a possible longer-term option
             for WESROC following the outcomes of the Structural Reform process.

     3.      Work cooperatively with other regional bodies in lobbying to Government
             and industry bodies for legislative changes needed to facilitate effective
             regional models for regional cooperation and resource sharing.




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Appendix A – Sample Charter




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                 MURRAY AND MALLEE LOCAL GOVERNMENT
                                             ASSOCIATION
                       CHARTER FOR A REGIONAL SUBSIDIARY
             Under the provisions of the Local Government Act, 1999.
1. INTRODUCTION
       1.1 Name
                The name of the subsidiary is the Murray and Mallee Local Government Association
                (referred to as “the Subsidiary” in this Charter).
       1.2 Definitions
                In this Charter:-
                1.2.1 “absolute majority” means a majority of the whole number of the Board members
                          of the Constituent Councils as the case may be;
                1.2.2 “Act” means the Local Government Act 1999 and all relevant Regulations made
                          thereunder;
                1.2.3 “Board” means the Board of Management established under Clause 4;
                1.2.4 “Board member” means a person who has been appointed to the Board by a
                         Constituent Council in accordance with Clause 4.2.1;
                1.2.5 “Chairperson” means a person elected as Chairperson of the Board pursuant to
                         Clause 4.4.1 and includes a person authorised by this Charter to act in place
                         of the Chairperson;
                1.2.6 “Constituent Council” means those Councils named in Clause 1.3;
                1.2.7 “Council” means a Council constituted under the Local Government Act, 1999;
                1.2.8 “deliberative vote” means a vote cast by each member of the Board (including the
                          Chairperson) for the purpose of deciding a matter under deliberation;
                1.2.9 “elected member” means a Mayor, Chairman or Councillor of a Council who has
                          been elected pursuant to the Local Government (Elections) Act 1999 and the
                          Local Government Act 1999;
                1.2.10 “financial year” means a year beginning on 1 July in each year and ending on 30
                           June of the following year;
                1.2.11 “meeting” includes an ordinary meeting and a special meeting of the Board;
                1.2.12 “Minister” means the Minister for the time being responsible for the
                        administration of the Local Government Act 1999;
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                1.2.13 “Regional Local Government Association” means a grouping of Councils which
                         share a common geographic region and which have formed a body
                         recognised under a law of the State of South Australia; and
                1.2.14 “special resolution” means a resolution passed by a two thirds majority of all
                         Board members entitled to vote on the issue.
       1.3 Establishment
                The Subsidiary is a regional subsidiary established pursuant to Section 43 of the Act by
                the following Councils:
                1.3.1 The Berri Barmera Council,
                1.3.2 The Coorong District Council,
                1.3.3 The District Council of Karoonda East Murray,
                1.3.4 District Council of Loxton Waikerie,
                1.3.5 The Mid Murray Council,
                1.3.6 The Rural City of Murray Bridge,
                1.3.7 The Renmark Paringa Council, and
                1.3.8 The Southern Mallee District Council.
       1.4 Local Government Act 1999
                This Charter must be read in conjunction with Parts 2 and 3 of Schedule 2 to the Act.
                The Subsidiary shall conduct its affairs in accordance with Schedule 2 to the Act except
                as modified by this Charter in a manner permitted by Schedule 2.
       1.5 Objects and Purposes
                The Subsidiary is established to:
                1.5.1 as the Subsidiary is a Regional Association of Councils under Part 4 of the
                         Constitution of the Local Government Association of South Australia, to work
                         with that Association in achieving its aims and objectives;
                1.5.2 associate, collaborate and work in conjunction with other local government bodies
                         for the advancement of any common interest;
                1.5.3 undertake coordinating, advocacy and representational roles for its Constituent
                         Councils at a regional level;
                1.5.4 facilitate and coordinate activities of local government at a regional level related to
                           community and economic development with the object of achieving continual
                           improvement for the benefit of the communities of its Constituent Councils;
                1.5.5 develop, encourage, promote, foster and maintain consultation and cooperation
                         with other levels of government, private enterprise and the community;
                1.5.6 strengthen the representation and status of local government when dealing with
                          other levels of government, private enterprise and the community;
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                1.5.7 develop further cooperation between its constituent Councils for the benefit of the
                         communities of the region;
                1.5.8 develop and manage policies which guide the conduct of programs and projects
                         in the region with the objective of securing the best outcomes for the
                         communities of the region; and
                1.5.9 undertake projects that benefit the region and its communities.
       1.6 Powers Functions and Duties
                The powers, functions and duties of the Subsidiary are to be exercised in the
                performance of the Subsidiary‟s objects and purposes. The Subsidiary shall have those
                powers, functions and duties delegated to it by the Constituent Councils from time to
                time which include but are not limited to:
                1.6.1 becoming a member of or cooperating or contracting with any other association or
                         organisation, whether within or outside of the area of the Constituent
                         Councils, which shares similar objects and purposes to those of the
                         Subsidiary;
                1.6.2 entering into contracts or arrangements with any Government agency or authority
                          that are incidental or conducive to the attainment of the objects and the
                          exercise of the powers of the Subsidiary;
                1.6.3 entering into contracts with any person or body for the acquisition or supply of
                         goods and services;
                1.6.4 appointing, employing, remunerating, removing or suspending officers, managers,
                         employees and agents subject to Clause 6;
                1.6.5 raising revenue by:
                             1.6.5.1 charging the Constituent Councils fees incurred by the Subsidiary in
                                       undertaking and carrying out the Subsidiary‟s objects and
                                       purposes;
                             1.6.5.2 arrangement with sponsor organisations;
                             1.6.5.3 arrangement or contract with any other person or body; and
                             1.6.5.4 any other means not inconsistent with the objects of the Subsidiary;
                1.6.6 printing and publishing any newspapers, periodicals, books, leaflets, or other like
                          writing;
                1.6.7 appointing such committees as it deems necessary and to define the duties of
                         such committees provided that the acts of any such committee shall be
                         submitted before execution or discharge thereof for the approval of the
                         Subsidiary and appointing persons to such a committee which may consist
                         partly of persons who are not representatives of Constituent Councils;
                1.6.8 delegating any of the Subsidiary‟s powers, functions and duties to persons or
                         committees and altering or revoking such delegations;
                1.6.9 co-opting to any duly appointed committee, any elected representatives, any
                         officer of a Constituent Council, or any other appropriate person as deemed
                         desirable for the efficient function of that committee;
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                1.6.10 subject to Clause 8.9, acquiring, holding, dealing with and disposing of any real
                         or personal property of the Subsidiary;
                1.6.11 opening and operating bank accounts;
                1.6.12 investing monies in any security in which trust moneys may, by Act of
                         Parliament, be invested or in any other manner approved by the Constituent
                         Councils;
                1.6.13 borrowing money;
                1.6.14 giving security for the discharge of liabilities of the Subsidiary; and
                1.6.15 doing all other things that are necessary or convenient for or incidental or
                         conducive to the attainment of the objects and purposes, and the exercise,
                         performance or discharge of the powers, functions and duties of the
                         Subsidiary.
2. STRUCTURE OF THE SUBSIDIARY
       2.1 The Subsidiary is a body corporate and, subject to the Act, is governed by its Charter. Its
              Board has responsibility for the management of the business and other affairs of the
              Subsidiary ensuring that the Subsidiary acts in accordance with this Charter, with any
              relevant State legislation and with any conditions attached to grants received from the
              Commonwealth or South Australian Government or other parties.
       2.2 All meetings of the Subsidiary shall be meetings of the Board.
       2.3 The Board will be entitled to make decisions in accordance with the powers and functions of
               the Subsidiary established in this Charter.
3. MEMBERSHIP
       3.1 Initial Constituent Councils
                All those Councils which are Constituent Councils upon establishment of the Subsidiary
                under this Charter (as set out in Clause 1.3) are known as the initial Constituent
                Councils.
       3.2 New Members
                Subject to the provisions of the Act, including but not limited to Ministerial approval, this
                Charter may be amended by a resolution of the Constituent Councils to provide for the
                admission of a new Constituent Council or Councils, with or without conditions of
                membership, such conditions to be determined by the Board.
       3.3 Withdrawal
                3.3.1 A Constituent Council may not withdraw from the Subsidiary except with the
                         approval of the Minister and subject to the Act and this Charter.
                3.3.2 A Constituent Council which intends to withdraw from the Subsidiary shall give to
                         the Chief Executive Officer of the Subsidiary written notice of such intention,
                         specifying the date of intended withdrawal. The notice shall be a minimum of
                         three months.
                3.3.3 The withdrawal of the Constituent Council does not extinguish the liability of that
                         Constituent Council to make payment of its budgeted
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                contribution for the financial year in which it gives notices and any other amounts
                          outstanding.
       3.4 Equity Shares
                3.4.1 Upon establishment of the Subsidiary, each initial Constituent Council will have
                         an equity share in the Subsidiary as set out in the table contained in Schedule
                         1 to this Charter.
                3.4.2 The only time that the equity share of the Constituent Councils in the Subsidiary
                         will vary is where a new Constituent Council is admitted to or an existing
                         Constituent Council withdraws from the Subsidiary in accordance with this
                         Charter.
       3.5 Funding
                3.5.1 Each Constituent Council shall be liable to contribute funds to the Subsidiary each
                         financial year in accordance with the amount specified in the budget adopted
                         under Clause 7.4 and in proportion to its equity share.
                3.5.2 Such funds will be due and payable within one month of the date that the budget
                         is adopted.
                3.5.3 If Constituent Council status is granted to a Council after the first day of July in
                          any year the Subsidiary may, with the approval of the Constituent Councils,
                          amend its budget to provide for the contribution of funds by that Council,
                          provided that the funds to be contributed shall not exceed the equity share of
                          that Council and shall be calculated on a pro-rata basis according to the
                          number of full months remaining in the financial year.
4. BOARD OF MANAGEMENT
       The Board shall have the responsibility to manage the business and other affairs of the
       Subsidiary ensuring that the Subsidiary acts in accordance with this Charter.
       4.1 Functions of the Board
                4.1.1 The formulation of strategic plans and strategies aimed at improving the activities
                         of the Subsidiary.
                4.1.2 To provide professional input and policy direction to the Subsidiary.
                4.1.3 Monitoring, overseeing and evaluating the performance of the Chief Executive
                        Officer of the Subsidiary.
                4.1.4 Ensuring that ethical behaviour and integrity is established and maintained by the
                         Subsidiary and its Board Members in all activities undertaken by the
                         Subsidiary.
                4.1.5 Subject to Clause 4.6.11 ensuring that the activities of the Subsidiary are
                        undertaken in an open and transparent manner.
                4.1.6 The preparation and development of Business Plans to be considered in
                        consultation with the Constituent Councils.
                4.1.7 Exercising the care, diligence and skill required by the Act and in any event such
                         that a prudent person of business would exercise in managing the affairs of
                         other persons.
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       4.2 Membership of the Board
                4.2.1 Subject to Clause 4.2.2, the Board shall consist of two (2) persons from each
                         Constituent Council appointed by the Constituent Council.
                4.2.2 Each Constituent Council shall, following every periodic Local Government
                        election, appoint, in writing to the Chief Executive Officer of the Subsidiary,
                        those persons to act as Board members, of whom one shall be an elected
                        member of the Constituent Council and one may be the Chief Executive
                        Officer or such other officer of the Constituent Council.
                4.2.3 Subject to Clause 4.2.4, a Board member shall be appointed for a term not
                         exceeding the term that the Board member continues as an elected member
                         or officer of the Constituent Council or until the conclusion of the next periodic
                         Local Government Election following their appointment, whichever term is the
                         lesser, at which time they shall be eligible to be reappointed by the
                         Constituent Council.
                4.2.4 Notwithstanding Clause 4.2.3, the Constituent Council may appoint either or both
                         of its Board members for a lesser period by nominating the period in the
                         written appointment provided to the Chief Executive Officer of the Subsidiary.
                         In such circumstances, any continuation of appointment following the expiry
                         of the initial period nominated shall be in writing addressed to the Chief
                         Executive Officer of the Subsidiary.
                4.2.5 Each Board member shall be entitled to one vote.
                4.2.6 Notwithstanding Clause 4.2.1, each Constituent Council may appoint two
                        persons, at least one of whom must be an elected member, to act as deputy
                        where either or both Board members of that Constituent Council will not be
                        present at a meeting of the Board.
                4.2.7 Division 2, Part 4, Chapter 5 of the Local Government Act (Register of Interests)
                          will not apply to this Subsidiary.
       4.3 Termination of Membership of the Board
                4.3.1 Notwithstanding Clause 4.2.3, the appointment of a Board member shall
                        terminate upon any of the grounds set out at Clause 20(3) of Schedule 2 to
                        the Act arising, or otherwise:
                             4.3.1.1 if the Board member has been appointed under Clause 4.2:
                                        (a) upon the Council who appointed him/her ceasing to be a
                                              Constituent Council; or
                                        (b) if the Board member is an elected member of a Constituent
                                                Council upon ceasing to be an elected member; or
                                        (c) if the Board member is an officer of a Constituent Council,
                                                upon ceasing to be employed by the Council which
                                                employed him/her;
                             4.3.1.2 in respect of any Board appointment, upon the happening of any
                                       other event through which the Board member would become
                                       ineligible to remain as a member of the Board.
                4.3.2 The Board may, by special resolution, make a recommendation to the Constituent
                         Council which appointed a Board member under Clause 4.2
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                requesting the Constituent Council to terminate the appointment of that Board member
                         for:
                             4.3.2.1 any behaviour of the Board member which in the opinion of the
                                      Board amounts to impropriety;
                             4.3.2.2 serious neglect of duty in attending to his/her responsibilities as a
                                       Board member;
                             4.3.2.3 breach of fiduciary duties to the Subsidiary or the Constituent
                                      Council(s);
                             4.3.2.4 breach of the duty of confidentiality to the Subsidiary and the
                                      Constituent Council(s);
                             4.3.2.5 breach of the conflict of interest provisions; or
                             4.3.2.6 any other behaviour which may discredit the Subsidiary or the
                                      Constituent Councils.
                4.3.3 Notwithstanding any other Clause of this Charter, a Board member may be
                         removed from office as a Board member by special resolution of the Board
                         prior to the expiration of a term of appointment.
                4.3.4 If any vacancy occurs in the membership of the Board it must be filled in the same
                           manner as the original appointment under Clause 4.2. The person appointed
                           to the Board to fill a vacancy will be appointed for the balance of the term of
                           the original appointment and at the expiry of that term shall be eligible for re-
                           appointment.
       4.4 Chairperson of the Board
                4.4.1 The Chairperson of the Board shall be appointed by the Board from amongst its
                         members and shall hold office for a term of one year, unless he/she resigns
                         or is removed from office pursuant to a resolution of the Board or until he/she
                         is no longer eligible to act as a Board member.
                4.4.2 There shall also be a Deputy Chairperson of the Board appointed by the Board
                         from amongst its members and shall hold office for a term of one year unless
                         he/she resigns or is removed from office pursuant to a resolution of the Board
                         or until he/she is no longer eligible to act as a Board member.
                4.4.3 The Chairperson and Deputy Chairperson shall be eligible for re-appointment
                         upon their term of office expiring.
                4.4.4 The Chairperson and Deputy Chairperson elected in a year immediately
                        preceding the year in which a periodic Local Government election is to be
                        held shall hold office until the conclusion of the next ordinary meeting that is
                        held immediately following the conclusion of the periodic election, at which
                        meeting both the positions of Chairperson and Deputy Chairperson of the
                        Board shall be elected in accordance with Clause 4.4.1.
                4.4.5 If the Chairperson either resigns or is no longer eligible to act as a Board member
                           prior to the expiry of his/her term as Chairperson, the Deputy Chairperson
                           shall act in that office. In the event of the Deputy Chairperson refusing or
                           being unable to act, the Board shall elect from amongst their own number a
                           new Chairperson who shall hold office until the conclusion of the original term.
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       4.5 Powers of the Chairperson and the Deputy Chairperson
                4.5.1 The Chairperson and Deputy Chairperson shall preside at all meetings of the
                         Board.
                4.5.2 In the event that the Chairperson is absent from a meeting, the Deputy
                         Chairperson shall preside at that meeting, and in the event that both the
                         Chairperson and Deputy Chairperson are absent from the meeting, the Board
                         shall appoint a member from amongst them who shall preside at that meeting
                         or until the Chairperson or Deputy Chairperson is present.
       4.6 Meetings of the Board
                4.6.1 The Board may determine procedures in addition to but not inconsistent with
                         those specified in this Charter to apply at or in relation to its meetings.
                4.6.2 The Board shall meet:
                             4.6.2.1 for ordinary meetings at such times and places as may be fixed by
                                       the Board from time to time provided that there will be not less
                                       than four ordinary meetings each financial year; and
                             4.6.2.2 for special meetings if demanded in writing by the Chairperson or by
                                       both Board members appointed by any three (3) Constituent
                                       Councils.
                4.6.3 An ordinary meeting of the Board will constitute an ordinary meeting of the
                         Subsidiary. The Board shall administer the business of an ordinary meeting.
                4.6.4 For the purposes of this sub-clause, the contemporary linking together by
                         telephone, audio-visual or other instantaneous means (“telecommunications
                         meeting”) of a number of the Board members, provided that at least a quorum
                         is present, is deemed to constitute a meeting of the Board. Each of the Board
                         members taking part in a telecommunications meeting must at all times
                         during the telecommunications meeting be able to hear and be heard by each
                         of the other Board members present. At the commencement of the meeting
                         each Board member must announce his/her presence to all other Board
                         members taking part in the meeting. A Board member must not leave a
                         telecommunications meeting by disconnecting his/her telephone, audio-visual
                         or other communication equipment, unless that Board member has previously
                         notified the Chairperson of the meeting.
                4.6.5 Except as otherwise provided in this Charter, notice of ordinary meetings will be
                         forwarded by the Chief Executive Officer of the Subsidiary to the Board
                         members and the Chief Executive Officers of the Constituent and Affiliate
                         Councils at least 28 days prior to the date of the meeting, either by post to the
                         Council‟s address or by post to any other location, or via any other means of
                         giving notice (eg. facsimile or email) as nominated by the Board member in
                         writing addressed to the Chief Executive Officer of the Subsidiary.
                4.6.6 Notice of special meetings will be sent by the Chief Executive Officer of the
                         Subsidiary to the Board members and the Chief Executive Officers of the
                         Constituent and Affiliate Councils at least three (3) days prior to the date of
                         the meeting in the manner provided for at Clause 4.6.5.
                4.6.7 Notice of a meeting for the purpose of making a recommendation to wind up the
                          Subsidiary shall be sent to the Board members and the
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                Chief Executive Officers of the Constituent Councils at least eight (8) weeks before the
                         date of the meeting in the manner provided for at Clause 4.6.5.
                4.6.8 A majority of the Board members present at a meeting of the Board may adjourn
                         the meeting from time to time and from place to place.
                4.6.9 Subject to Clause 4.6.11, all meetings of the Board will be conducted in a place
                         open to the public.
                4.6.10 All Board members must keep confidential all documents and any information
                          provided to them on a confidential basis for their consideration prior to a
                          meeting of the Board.
                4.6.11 The Board may order that the public be excluded from attendance at any
                         meeting in order to enable the Board to consider in confidence any
                         information or matter listed in Section 90(3) of the Act (after taking into
                         account any relevant consideration under that subsection).
                           The exercise of this power does not exclude Board members and any other
                           person permitted by the Board to remain in the room.
                4.6.12 Where an order is made under Clause 4.6.11, a note must be made in the
                        minutes of the making of the order and of the grounds on which it was made.
                4.6.13 Where the Board has considered any information or a matter in confidence
                        under Clause 4.6.11 it may subsequently resolve to keep minutes and/or any
                        other documents considered during that part of the meeting confidential in
                        accordance with Section 91 of the Act.
                4.6.14 The Chief Executive Officer of the Subsidiary must cause minutes to be kept of
                         the proceedings at every meeting of the Board and ensure that the minutes
                         are presented to the next ordinary meeting of the Board for confirmation and
                         adoption.
                4.6.15 Where the Chief Executive Officer of the Subsidiary is excluded from attendance
                        at a meeting of the Board pursuant to Clause 4.6.11, the person presiding at
                        the meeting shall cause the minutes to be kept.
                4.6.16 The Board may invite any person to attend at a meeting of the Board to act in an
                         advisory capacity.
       4.7 Quorum
                4.7.1 The quorum for an ordinary meeting of the Board is a majority of the number of
                         Board members in office, being a number ascertained by dividing the total
                         number of Board members for the time being in office by two (2), ignoring any
                         fraction, and adding one (1). No business will be transacted at a meeting of
                         the Board unless a quorum is present.
                4.7.2 The quorum for a meeting of the Board other than an ordinary meeting shall be
                         the number of Board members appointed by the Board to attend that meeting
                         divided by two (2), ignoring any fraction, and adding one (1). No business
                         shall be transacted at such a meeting unless a quorum is present.
       4.8 Voting
                4.8.1 Questions arising for decision at meetings of the Board will be decided by a
                        simple majority of eligible votes on the basis of one (1) vote per
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                Board member present at the meeting. The Chairperson shall not, in the event of
                       equality of votes, have a second or casting vote. In the event of equality of
                       votes the matter will lapse.
                4.8.2 Subject to a conflict of interest, each Board member validly present at a meeting
                         must vote on a question arising for a decision at the meeting. Failure by any
                         Board member to vote in situations other than where a conflict of interest
                         arises will be deemed to be a negative vote in relation to the question for
                         decision.
                4.8.3 Subject to any express contrary provision in this Charter, the Local Government
                         (Procedures at Meetings) Regulations 33 of 2000 Parts 1, 2 and 4, will apply
                         to all meetings of the Board. Procedures not specifically addressed by those
                         Regulations or by this Charter will be as determined by the Board.
5. DISQUALIFICATION
       5.1 A Council which fails to make payment of any amount due to the Subsidiary within six
              months from the date upon which the amount becomes due and payable shall, subject
              to Ministerial approval, cease to be a Constituent Council or, as the case may be, an
              Affiliate Council.
       5.2 The Chief Executive Officer of the Subsidiary will give notice in writing to the Council that its
               status as a Constituent Council or, as the case may be, an Affiliate Council, has been
               terminated. Termination will not be effective until approved by the Minister.
6. EMPLOYEES OF THE SUBSIDIARY
       6.1 The Board must appoint a Chief Executive Officer of the Subsidiary to manage the business
               of the Subsidiary on terms agreed between the Chief Executive Officer and the Board.
               The Chief Executive Officer of the Subsidiary may be a natural person or a body
               corporate approved by the Board.
       6.2 The Chief Executive Officer of the Subsidiary shall cause records to be kept of the business
               and financial affairs of the Subsidiary in accordance with this Charter, in addition to
               other duties provided for by this Charter and those specified in the terms and conditions
               of appointment.
       6.3 In the absence of the Chief Executive Officer of the Subsidiary for any period exceeding
               four weeks a suitable person to act in the position of Chief Executive Officer of the
               Subsidiary must be appointed by the Board
       6.4 The Board shall delegate responsibility for the day to day management of the Subsidiary to
              the Chief Executive Officer of the Subsidiary, who will ensure that sound business and
              human resource management practices are applied in the efficient and effective
              management of the operations of the Subsidiary.
       6.5 The functions of the Chief Executive Officer of the Subsidiary shall be specified in the terms
               and conditions of appointment and shall include but are not limited to:
                6.5.1 appointing, managing, suspending and dismissing employees of the Subsidiary;
                6.5.2 determining the conditions of employment of employees of the Subsidiary within
                          the budgetary constraints set by the Board;
                6.5.3 attending at all meetings of the Board unless excluded by resolution of the Board;
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                6.5.4 ensuring that the decisions of the Board are implemented in a timely and efficient
                         manner;
                6.5.5 providing information to assist the Board to assess the Subsidiary‟s performance
                          against its Strategic and Business Plans;
                6.5.6 providing advice and reports to the Board on the exercise and performance of its
                          powers and functions under this Charter or any Act;
                6.5.7 ensuring that the Subsidiary is at all times complying with Schedule 2 to the Act;
                6.5.8 ensuring that the Subsidiary‟s annual report in accordance with Clause 28 to
                         Schedule 2 to the Act is distributed to the Constituent Councils in time to be
                         incorporated in their annual reports;
                6.5.9 co-ordinating and initiating proposals for consideration of the Board including but
                          not limited to continuing improvement of the operations of the Subsidiary;
                6.5.10 ensuring that the assets and resources of the Subsidiary are properly managed
                         and maintained;
                6.5.11 exercising, performing or discharging other powers, functions or duties conferred
                         on the Chief Executive Officer of the Subsidiary by or under the Act or any
                         other Act, and performing other functions lawfully directed by the Board; and
                6.5.12 inviting any person to attend at a meeting to act in an advisory capacity.
       6.6 The Chief Executive Officer of the Subsidiary shall provide a report on his/her activities to
              the Board at every ordinary meeting.
7. MANAGEMENT
       7.1 Financial Management
                7.1.1 The Subsidiary shall keep proper books of accounts in accordance with the
                         requirements of the Local Government (Financial Management) Regulations
                         1999.
                7.1.2 The Subsidiary must reconsider its budget at least three times in each Financial
                         Year at intervals of not less than three months between 30 September and 31
                         May (inclusive) in accordance with the requirements of the Local Government
                         (Financial Management) Regulations 1999.
                7.1.3 The Subsidiary‟s books of account must be available for inspection by any Board
                         member or authorised representative of any Constituent Council at any
                         reasonable time on request.
                7.1.4 The Subsidiary must establish and maintain a bank account at a bank and with
                         such bank facilities to be determined by the Board.
                7.1.5 The Subsidiary shall appoint no less than two Board members, the Chief
                        Executive Officer of the Subsidiary, the Chairperson and Deputy Chairperson
                        as authorised operators of the bank accounts. A minimum of two authorised
                        operators must be required to deal with the bank account at any one time.
                7.1.6 All cheques must be signed by two persons authorised by resolution of the Board.
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                7.1.7 Any payments made by electronic funds transfer must be made in accordance
                         with procedures which have received the prior approval of the Auditor.
                The Chief Executive Officer of the Subsidiary must act prudently in the handling of all
                financial transactions for the Subsidiary and must provide quarterly financial and
                corporate reports to the Board and, if requested, the Constituent Councils.
       7.2 Audit
                7.2.1 The Board shall appoint an auditor in accordance with the Local Government
                         (Financial Management) Regulations 1999.
                7.2.2 The Auditor shall hold office until the appointment is rescinded by a resolution of
                         the Board at an ordinary meeting.
                7.2.3 The Auditor will have the same powers and responsibilities as set out in the Act in
                         relation to a Council.
                7.2.4 The audit of financial statements of the Subsidiary, together with the
                        accompanying report from the Auditor, shall be submitted to both the Board
                        and the Constituent Councils.
                7.2.5 The books of account and financial statements shall be audited at least once per
                         year.
                7.2.6 The Subsidiary is not required to establish an audit committee, unless the Board
                         resolves otherwise.
       7.3 Business Plan
                7.3.1 The Subsidiary shall prepare a Business Plan every three (3) years consequent
                         upon Clause 7.3.2.
                7.3.2 The initial Business Plan must be prepared within six months of establishment of
                         the Subsidiary.
                7.3.3 The Business Plan must:
                             7.3.3.1 link the core activities of the Subsidiary to strategic, operational and
                                        organisational requirements with supporting financial projections
                                        setting out the estimates of revenue and expenditure as necessary
                                        for the period;
                             7.3.3.2 include the performance targets of the Subsidiary; and
                             7.3.3.3 include those measures to be employed to monitor and assess
                                       performance and achievement of targets;
                7.3.4 The Board shall:
                             7.3.4.1 compare the Business Plan against performance targets at least
                                      twice every Financial Year;
                             7.3.4.2 review the contents of the Business Plan annually; and
                             7.3.4.3 undertake reasonable consultation with the Constituent Councils
                                      prior to adopting or amending the Business Plan.
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       7.4 Annual Program and Budget
                7.4.1 Before 31 October in each Financial Year in accordance with the Local
                        Government (Financial Management) Regulations 1999 a proposed annual
                        program and budget detailing the estimated revenues and costs for the
                        forthcoming Financial Year shall be submitted by the Chief Executive Officer
                        of the Subsidiary to the Board.
                7.4.2 The proposed annual program and the budget must be referred the to Constituent
                         Councils at the same time as the Chief Executive Officer of the Subsidiary
                         submits them to the Board members.
                7.4.3 A Constituent Council may comment in writing to the Chief Executive Officer of
                         the Subsidiary on the annual program and the budget at least three (3)
                         business days before the meeting at which they will be considered by the
                         Board or, alternatively, may comment through its Board members at the
                         meeting of the Board.
                7.4.4 The Board must provide a copy of the adopted budget to the Chief Executive
                         Officer of each Constituent Council within five (5) business days after the
                         adoption.
                7.4.5 Reports summarising the financial position and performance of the Subsidiary
                         against the annual budget shall be prepared and presented to the Board
                         every three (3) calendar months and copies provided to the Constituent
                         Councils within five (5) days of the Board meeting to which they have been
                         presented.
       7.5 Reporting
                7.5.1 The Chief Executive Officer of the Subsidiary shall ensure the Chief Executive
                         Officer and the Principal Member of each Constituent Council shall receive a
                         copy of the minutes from each Board meeting for distribution to the elected
                         members of the Constituent Councils.
                7.5.2 The Board must submit to the Constituent Councils by 31 October in each
                         Financial Year a report in accordance with Clause 28 to Schedule 2 of the Act
                         on the work and operations of the Subsidiary detailing achievement of the
                         aims and objectives of its Business Plan and incorporating the audited
                         Financial Statements of the Subsidiary and any other information or reports
                         required by the Constituent Councils.
                7.5.3 The Board shall present financial statements in accordance with the Local
                        Government (Financial Management) Regulations 1999 to the Constituent
                        Councils at the end of each Financial Year.
8. MISCELLANEOUS
       8.1 Insurance and Superannuation requirements
                8.1.1 The Subsidiary shall register with the Local Government Mutual Liability Scheme
                         and comply with the Rules of that Scheme.
                8.1.2 If the Subsidiary employs any person it shall register with the Local Government
                           Superannuation Scheme and the Local Government Workers Compensation
                           Scheme and comply with the Rules of those Schemes.
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       8.2 Winding Up
                8.2.1 The Subsidiary may be wound up by the Minister acting upon a unanimous
                         resolution of the Constituent Councils or by the Minister in accordance with
                         Clause 33(1)(b) of Schedule 2 to the Act.
                8.2.2 In the event of a winding up of the Subsidiary, any surplus assets after fulfilment
                          of the Subsidiary‟s liabilities shall be returned to Constituent Councils in
                          proportion to the equity shares of the Constituent Councils prior to the
                          resolution to wind up being passed.
                8.2.3 If there are insufficient funds to fulfil all of the Subsidiary‟s liabilities on winding up,
                           a levy shall be imposed on all Constituent Councils in proportion to the equity
                           share of the Constituent Councils in the financial year prior to the resolution to
                           wind up being passed.
       8.3 Non-Derogation and Direction by Constituent Councils
                8.3.1 The establishment of the Subsidiary does not derogate from the power of any of
                         the Constituent Councils to act independently in relation to a matter within the
                         jurisdiction of the Subsidiary.
                8.3.2 Provided that the Constituent Councils have all first agreed unanimously as to the
                         action to be taken, the Constituent Councils may direct and control the
                         Subsidiary.
                8.3.3 For the purpose of Clause 8.3.1, any decision of the Constituent Councils under
                          Clause 8.3.2 and/or direction given or control exercised by the Constituent
                          Councils must be given in writing to the Chief Executive Officer of the
                          Subsidiary.
       8.4 Alteration and Review of Charter
                8.4.1 This Charter will be reviewed by the Constituent Councils acting in concurrence at
                          least once in every three (3) years.
                8.4.2 This Charter may be amended by a resolution passed by each of the Constituent
                          Councils.
                8.4.3 The Chief Executive Officer of the Subsidiary must ensure that the amended
                         Charter is published in the Gazette and a copy of the amended Charter is
                         provided to the Minister and to all the Constituent Councils.
       8.5 Disputes between Constituent Councils
                8.5.1 The Constituent Councils agree to work together in good faith to resolve any
                         matter requiring their direction or resolution.
                8.5.2 Where the Constituent Councils are unable to resolve a matter within sixty (60)
                        days of the matter being presented to them, the matter will be referred by the
                        Chief Executive Officer of the Subsidiary to the Institute of Arbitrators and
                        Mediators Australia for arbitration by its President (or his/her nominee).
                8.5.3 Notwithstanding Clause 8.5.2 of this Charter the Constituent Councils agree to be
                         bound by the decision of the appointed arbitrator (except in relation to any
                         decision relating to the acquisition or disposal of any real property) and will
                         endeavour to work together in good faith in the implementation of that
                         decision.
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                8.5.4 The costs of arbitration shall be borne equally by the Constituent Councils
                         involved in the arbitration.
       8.6 Committees
                8.6.1 The Board may establish a committee of Board members for the purposes of:
                             8.6.1.1 enquiring into and reporting to the Board on any matter within the
                                      Subsidiary‟s functions and powers and as detailed in the terms of
                                      reference given by the Board to the committee;
                             8.6.1.2 exercising, performing or discharging delegated powers, functions or
                                       duties.
                8.6.2 A member of the committee established under Clause 8.6.1 of this Charter holds
                         office at the pleasure of the Board.
                8.6.3 The Board may establish advisory committees consisting of or including persons
                         who are not Board members for enquiring into and reporting to the Board on
                         any matter within the Subsidiary‟s functions and powers and as detailed in the
                         terms of reference which must be given by the Board to the advisory
                         committee.
                8.6.4 The Chairperson of the Board is an ex-officio member of any committee or
                         advisory committee established by the Board.
       8.7 Common Seal
                8.7.1 The Subsidiary shall have a common seal upon which its corporate name shall
                         appear in legible characters.
                8.7.2 The common seal shall not be used without the express authorisation of a
                         resolution of the Board and every use of the common seal shall be recorded
                         in the minute book of the Subsidiary.
                8.7.3 The affixing of the common seal shall be witnessed by the Chairperson or the
                         Deputy Chairperson and the Chief Executive Officer of the Subsidiary or such
                         other person as the Board may appoint for the purpose.
                8.7.4 The common seal shall be kept in the custody of the Chief Executive Officer of
                         the Subsidiary or such other person as the Board may from time to time
                         decide.
       8.8 Standing Orders or Rules
                8.8.1 Subject to Clause 21 of Schedule 2 of the Act and to the direction of the
                        Constituent Councils, the Board may pass, alter or rescind standing orders,
                        policies or rules for the due management and regulation of meetings of the
                        Subsidiary.
                8.8.2 Standing orders, policies or rules made pursuant to this Clause 8.8 shall be
                         entered in a record which will be kept for the information of the Board
                         members and may be printed and/or circulated at the discretion of the Board.
                8.8.3 The standing orders, policies and rules in existence shall remain in operation for a
                         period of one (1) year, at which time they shall be
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                reviewed by the Board and confirmed, varied or discontinued by resolution of the
                        Board.
       8.9 Property of the Subsidiary
                8.9.1 All property held by the Subsidiary is held for and on behalf of the Constituent
                          Councils in accordance with their respective equity shares.
                8.9.2 No person may sell, encumber or otherwise deal with any property of the
                        Subsidiary except in accordance with this Charter and with the prior written
                        approval of the Constituent Councils.
       8.10 Circumstances not provided for
                8.10.1 If any circumstance arises on which this Charter is silent, incapable of taking
                          effect or being implemented according to its strict provisions, the Chairperson
                          may decide the action to be taken to ensure achievement of the objects of the
                          Subsidiary and its effective administration.
                8.10.2 The Chairperson shall report any such decision at the next general meeting.
            ………………………………………………………………………………………
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                                            SCHEDULE 1

 EQUITY SHARES Constituent Council                 Equity Share

 Berri Barmera Council                                   15.4%

 Coorong District Council                                10.2%

 District Council of Karoonda East Murray                5.4%

 District Council of Loxton Waikerie                     16.3%

 Mid Murray Council                                      12.2%

 Rural City of Murray Bridge                             20.4%

 Renmark Paringa Council                                 13.7%

 Southern Mallee District Council                        6.4%




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Appendix B – SA Local Government Act – Regional Subsidiaries
LOCAL GOVERNMENT ACT 1995 - SECT 3.61

3.61 .      Establishing a regional local government

     (1)      Two or more local governments (referred to in this Division as the participants
) may, with the Minister’s approval, establish a regional local government to do things, for
the participants, for any purpose for which a local government can do things under this Act or
any other Act.

     (2)       An application for the Minister’s approval is to be —

         (a)      in a form approved for that purpose by the Minister; and

        (b)     accompanied by a copy of an agreement between the participants to establish
the regional local government (referred to in this Division as the establishment agreement ).

     (3)      The participants are to supply the Minister any further information about the
application that the Minister asks for.

     (4)       If the Minister approves the application the Minister is to declare, by notice in
the Gazette , that the regional local government is established —

         (a)      on the date;

         (b)      under the name; and

         (c)      for the purpose,

            set out in the notice.

3.62 .      Constitution and purpose of a regional local government

     (1)       A regional local government —

         (a)      is a body corporate with perpetual succession and a common seal; and

      (b)      is to have as its governing body a council established under the establishment
agreement and consisting of members of the councils of the participants.

     (2)      The purpose for which a regional local government is established (referred to in
this Division as the regional purpose ) is as set out in the establishment agreement.

3.63 .      Dissolution or partial dissolution of a regional local government

     (1)       A regional local government is to be wound up —

         (a)      at the direction of the Minister; or

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         (b)        in accordance with the establishment agreement.

    (2)      A participant may, in accordance with the establishment agreement, withdraw
from the regional local government and cease to be a participant.

3.64 .         What the establishment agreement is to contain

        The following matters are to be set out or provided for in the establishment
agreement for a regional local government —

         (a)        the name of the regional local government;

        (b)         a description of the region for which the regional local government is
established;

        (c)       the number of offices of member on the council of the regional local
government and, in respect of each participant, the number of members to be appointed by
that participant;

      (d)           the appointment and tenure of members of the council of the regional local
government;

       (e)      the election or appointment of a chairman and deputy chairman of the
regional local government from amongst members of its council and the term of office of a
chairman and deputy chairman, which is not to exceed 2 years;

         (f)       the purpose for which the regional local government is established;

       (g)      a means of determining the financial contributions of the participants to the
funds of the regional local government;

       (h)      procedures for the winding up of the regional local government or for the
withdrawal of a participant from the regional local government;

            (i)      procedures for the division of assets and liabilities between the
participants in the event of the regional local government being wound up or a participant
withdrawing from the regional local government;

        (j)     a means of resolving disputes between participants as to matters relating to
the regional local government; and

         (k)        any other prescribed matter.

     [Section 3.64 amended by No. 49 of 2004 s. 28.]

3.65 .         Amendment of establishment agreement

    (1)     The participants may amend the establishment agreement for a regional local
government by agreement made with the Minister’s approval, and a reference in this Division

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to the establishment agreement includes a reference to the establishment agreement as so
amended.

     (2)      The establishment agreement can be amended under subsection (1) to include
another local government as a further participant if that local government is a party to the
amending agreement.

     (3)    Section 3.61(2) and (3) apply, with any necessary modifications, to an
agreement amending the establishment agreement.

3.66 .      Application of enabling Acts to a regional local government

    (1)     Except as otherwise stated in this section, this Act and any other Act under
which anything can be done for the regional purpose apply in relation to a regional local
government as if —

         (a)     the participants’ districts together made up a single district; and

         (b)     the regional local government were the local government established for that
district.

     (2)      A regional local government can only do things for the regional purpose, and
the application of this Act or any other Act under subsection (1) is limited accordingly.

    (3)    The following provisions of this Act do not apply in relation to a regional local
government —

         (a)     Part 2 (other than sections 2.7, 2.26, 2.29 and 2.32(e) and Division 7);

         (b)     Part 4;

         (c)     Part 5, Division 2, Subdivision 4;

         (d)     Part 6, Division 6; and

         (e)     any provision prescribed for the purposes of this subsection.

    (4)     Part 6, Division 5, Subdivision 3 does not apply in relation to a regional local
government unless the establishment agreement provides that it does.

      (5)      The provisions that do apply in relation to a regional local government apply to
it subject to any prescribed modifications and any other necessary modifications.

     [Section 3.66 amended by No. 49 of 2004 s. 29.]




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3.67 .      Inconsistency between regional and other local laws

          To the extent that a local law made by a regional local government is inconsistent
with a local law made by a local government, the local law made by the regional local
government prevails.

3.68 .      Other arrangements not affected

         Nothing in this Division prevents local governments from making arrangements
under which —

         (a)     a local government performs a function for another local government; or

         (b)     local governments perform a function jointly.




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Appendix C - WESROC Regional Cooperation and Resource Sharing
Category       Recommendations                                                             Priority    Responsibility
GOVERNANCE
              Develop 12 month performance plan for Regional Executive Officer             Immediate   Chairman
              Develop performance indicators for the Strategic Plan, Annual Business       Short       EO
              Plan and reporting regime
              Review current Terms of Reference and develop MOU                            Immediate   EO
              Review WESROC purpose, priorities and key activities and include in MOU      Short       EO
              Develop selection criteria and performance criteria for Chairman and Board   Short       Chairman
              Develop decision-making procedures                                           Short       EO
              Develop and implement Board Effectiveness evaluation process                 Medium      EO
STRUCTURAL
              Re-structure WESROC Board to meet every 2 months with annually               Short       EO
              elected Chairman. Member representatives to be selected by each Council
              and need not be the Mayor. Regional Executive Officer to attend (non
              voting) and coordinate administrative support. Standing invitation to
              Chairman of CEO Advisory Group
              Board Chairman to be responsible for secretariat contract management         Short       Chairman
              and monitoring performance outcomes
              Establish a CEO Advisory Group with annual elected Chairman. Regional        Short       EO
              EO to attend.
              Establish appropriate time limited ad hoc Technical Advisory Groups          Short       EO
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PROCESS
                  Contract WESROC Secretariat for 3 days per week including Executive          Immediate   Chairman
                  Officer and administrative support
                  Allocate a budget of $120,000 per year for two years to fund Secretariat     Immediate   CEOs
                  Approach the Department of Local Government for two year funding for the     Immediate   EO
                  WESROC Secretariat
                  Determine a local government authority to manage the contract for the        Immediate   CEOs
                  Secretariat and provide financial management and reporting services to
                  WESROC
                  Determine an overhead payable to the hosting local government authority      Immediate   CEOs
                  for the Secretariat
                  Include requirement to actively participate in WESROC in every CEO‟s job     Short       CEOs
                  description
                  Develop WESROC 2009/10 Business Plan including Project Plans and             Short       EO/CEOs
                  Budget.
                  Establish a financial management policy and process for WESROC               Short       EO
                  Develop an effective reporting mechanism for each member local               Short       EO
                  government authority on the activities and progress of WESROC
                  Review and implement changes to the process and structure of WESROC          Short       EO
                  agendas, minutes and meetings
                  Review and implement changes to WESROC internal communications               Short       EO
                  Develop a process for recording cost savings achieved from projects          Short       EO
                  Develop template Service Level Agreement for resource sharing projects       Short       EO
                  Implement a Project Management System                                        Medium      EO
STRATEGIC
                  Review the Strategic Plan and 2009/10 Budget with a view to reduce the       Short       EO
                  number of projects and re-focus on short term gains for the region through
                  resource sharing projects – shared depots, regional GIS and technical
                  design services

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                  Develop a 2010/11 WESROC Business Plan for endorsement by each           Short    EO
                  Council with particular focus on resource sharing projects
                  Develop a Marketing and Communications Plan                              Medium   EO
                  Further investigate other regional models especially the SA Regional     Long     EO
                  Subsidiary Model
                  Work cooperatively with other regional bodies to lobby for legislative   Long     EO
                  changes for more effective regional models
                  Benchmark WESROC activities and outcomes with other Regional             Long     EO
                  organisations




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Appendix D – Consultations


Mayor of City of Subiaco, Heather Henderson
Mayor of City of Nedlands, Sheryl Froese
Deputy Mayor of Claremont, Paul Kelly
Mayor Town of Cottesloe, Kevin Morgan
President Shire of Peppermint Grove, Brian Kavanagh
Mayor Town of Mosman Park, Ron Norris
Mayor Town of Cambridge, Simon Withers
CEO City of Subiaco, Stephen Tindale
CEO City of Nedlands, Graham Foster
CEO Town of Claremont, Arthur Kyron
CEO Town of Cottesloe, Carl Askew
CEO Shire of Peppermint Grove, Graeme Simpson
CEO Town of Cambridge, Jason Buckley
Department of Local Government, Caroline Tuthill, Acting Manager of Policy
Department of Local Government, Jenni Law, Manager Support and Development
Eastern Metropolitan Regional Council, Peter Schneider, Acting CEO
Pilbara Regional Council, Adrian Ellson, Executive Officer
Shire of Brookton, Gary Clark, CEO
South East Avon Voluntary Regional Organisation of Councils, Dominic Carbone, Executive Officer




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