Residents of Retirement Villages
Victoria Inc
Action Plan
2012/14
April 2012
RRVV Action Plan 2012-2014
TABLE OF CONTENTS
1.
EXECUTIVE SUMMARY ................................................................................................ 1
2.
TERMS AND ACRONYMS ............................................................................................. 2
3.
RETIREMENT VILLAGE SECTOR ................................................................................ 2
4.
RESIDENTS OF RETIREMENT VILLAGES VICTORIA ............................................. 2
5.
PRIORITIES FOR THE RRVV ......................................................................................... 3
5.1 Reducing Red Tape ..................................................................................................... 3
5.2 Reducing Disputes ...................................................................................................... 5
5.3 Reducing Costs ........................................................................................................... 7
6.
ACTION PLAN ................................................................................................................. 8
7.
GOVERNANCE OF THE ACTION PLAN .................................................................... 14
8.
PERFORMANCE MEASURES ...................................................................................... 16
9.
RISK ASSESSMENT ...................................................................................................... 17
10. LEGAL AND REGULATORY ISSUES ......................................................................... 18
11. FUNDING AND FINANCE ISSUES.............................................................................. 19
12. ACTION PLAN SUMMARY AND NEXT STEPS ........................................................ 20
12.1 Action Plan Summary ............................................................................................. 20
12.2 Next Steps ............................................................................................................... 20
APPENDIX 1 – RRVV CONSTITUTION .............................................................................. 22
i
RRVV Action Plan 2012-2014
1.
EXECUTIVE SUMMARY
The Action Plan sets out a strategic approach to address the priorities of the Residents of
Retirement Villages Victoria Inc. Registered No. A0048146R (RRVV) which includes:
promoting residents wellbeing; improving consumer protection, minimising disputes and
costs and ensuring a sustainable and vibrant retirement village sector.
The RRVV’s constitution has been amended to better equip the organisation to address these
priorities. The changes to the constitution provide the RRVV with a greater capacity to serve
its members and work more effectively with the retirement village industry and government
departments.
This Action Plan provides an overview of the key drivers and pressures which have
influenced the RRVV to address the above priority areas. This Action Plan also needs to
identify potential risks and sets out a number of actions in section 8 to mitigate these
identified risks.
A summary of the anticipated outcomes from the RRVV’s Action Plan is presented in section
10.
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RRVV Action Plan 2012-2014
2.
TERMS AND ACRONYMS
3.
Term/Acronym
Definition/Description
CAV
Consumer Affairs Victoria
COTA
Council of the Aging
CALC
Consumer Action Law Centre
LIV
Law Institute of Victoria
Red Tape
Is a general term that refers to regulatory processes and rules that
hinder decision making and increase costs. Red tape generally
includes the filling out of paperwork, having multiple people or
committees approve a decision and various low-level rules that
make conducting one's affairs slower, more difficult, or both. See
http://en.wikipedia.org/wiki/Red_tape
RRVV
Residents of Retirement Villages Victoria Inc Registered No.
A0048146R
RVA
Retirement Village Association
VCAT
Victorian Civil and Administrative Tribunal
RETIREMENT VILLAGE SECTOR
Victorians are living longer than ever before. The availability and confidence in living in
affordable, supported and financially sustainable community or ‘retirement village’ housing
options should be a priority for Government as our community ages.
The current diverse models of retirement villages have evolved over the last 40 years and
there are now over 400 retirement villages with more than 30,000 residents (Consumer
Affairs Victoria (CAV) discussion paper: Retirement villages: Contract and information
disclosure options and website). The continued interest and investment in the retirement
village industry is critical if retirement villages are to be developed and available as a healthy
and sustainable housing option in the future.
4.
RESIDENTS OF RETIREMENT VILLAGES VICTORIA
Residents of Retirement Villages Victoria Inc. Registered No. A0048146R (RRVV) is a
representative group for all people living in retirement villages in Victoria. The RRVV
provides a collective voice for all Victorian retirement village residents and carrying out a
range of functions including but not limited to the provision of information and support to
retirement village residents, educational presentations and policy advocacy.
The RRVV’s Constitution sets out the purpose of the RRVV as follows:

Provide information and support to its members.
o The provision of general information concerning retirement village
matters
o Referral to legal/support services in cases where residents are in dispute
with a retirement village operator or other resident
o The provision of information concerning the development and/or
2
RRVV Action Plan 2012-2014
operation of a retirement village residents committee

Educate its members and the broader community of the issues affecting
retirement village residents.
o Talks and presentations to retirement village residents, community
organisations and other relevant groups.

Contribute to policy debate and to advocate on behalf of the community of
retirement village residents.
o Facilitate a collective voice on issues, needs and problems regarding
retirement village residents. This would involve liaison with relevant
government departments at both State and Federal level, local councils
and relevant peak organisations.

Promote interaction between retirement village residents throughout Victoria.
o Organise social events and gatherings.

The Association may choose to be involved in the settlement of disputes and in
an advocacy role on behalf of its Members.

Promote diversity and equal representation.
o Provide balanced representation for all residents regardless of their
gender, socioeconomic status, culture, religion, geographic location or
disadvantage.
o Promote diversity in representation.
o Ensure all residents have equal access and participation regardless of
personal circumstances or residential location.
The RRVV Constitution is attached in Appendix 1.
The members of the RRVV have identified a number of priorities that have shaped the
development of this Action Plan: the need to reduce Red Tape, disputes and costs. These are
summarised below.
5.
PRIORITIES FOR THE RRVV
5.1 Reducing Red Tape
Retirement villages are regulated by multiple, overlapping pieces of legislation. Over the last
40 years, numerous new Acts have been introduced to address one or more specific problems
resulting in the biggest problem now being ‘regulatory creep’. Regulatory creep creates
confusion and limits the ability of residents to identify and defend their rights, creates
disputes and imposes costs.
Table 1 below provides a summary of some of the legislation now affecting Retirement
Villages.
Please note that additional Commonwealth legislation relating to taxation and
workplace awards also applies. For further information about taxation and workplace law
please see the Australian Taxation Office and Fair Work Australia websites.
Table 1: Overview of the development of the regulatory framework affecting
Retirement Villages
Legislation
Description
1981
1990
2000
2012
Company
share
schemes
Company share schemes to enable the common
ownership of buildings began in approximately 1945.
A company built or purchased a building containing a
May
apply
May
apply
May
apply
May
apply
3
RRVV Action Plan 2012-2014
1945
The Transfer
of
Land
(Stratum
Estates) Act
1960
Strata Titles
Act 1967
Associations
Incorporation
Act 1981
Retirement
Villages Act
1986
Subdivision
Act 1988
Planning
and
Environment
Act 1987
Building Act
1993
Fair Trading
(Amendment
) Act 1999
Occupationa
l Health &
Safety
Act
2004
Owners
Corporations
Act 2006
Fair Trade
Amendment
(Australian
Consumer
Law)
Act
2010
number of apartments. A resident would buy shares
in the company which would entitle that person to live
in one of the apartments. The company is governed by
a Board of Directors whose powers and duties are set
out in a Memorandum and Articles of Association.
Company share schemes are regulated by
Corporations Law.
This Act enabled the subdivision of land (and
buildings) into residential land and residual land
(common property).
The common property is owned by a service company
that allowed residents to use the common property in
return for defined payments.
The rights and responsibilities relating to the common
property are contained in complex service
agreements.
Created a legal entity “body corporate” to enable the
ongoing shared ownership of land. The legislation
allows the committee to be delegated powers of the
body corporate for not for profit purposes and to
manage the common property.
Created a legal entity enabling the collective members
to open bank accounts, enter into contracts and obtain
legal advice for not for profit purposes
Created a regulatory framework to protect the rights of
persons, who live in, or wish to live in, retirement
villages.
Created a legal entity “body corporate” to enable the
ongoing shared ownership of land. The legislation
allows the committee to be delegated the powers of
the body corporate for not for profit purposes and to
manage the common property.
Requires the owner of land to conserve, maintain and
protect certain environmental, heritage and cultural
features of land (e.g. a section 173 Agreement to
protect heritage, environment, cultural significant land,
bushfire survival plans flood management plans,
protection of growling grass frog native habitat plans
etc)
Requires the owner of private buildings to maintain
essential safety measures in private buildings.
Disputes between residents and managers of
retirement villages previously required (prior to 5 April
2005) to be resolved by arbitration now may be
determined by the VCAT (s.40 Retirement Villages Act
1986 (Vic)).
Employer must provide a safe and healthy workplace
for workers and contractors. Duties include to monitor
and consult with workers and occupiers
This Act replaced the Subdivision (Body Corporate)
Regulations and created a legal entity “owners
corporation” to enable the ongoing shared ownership
of land. The legislation allows the committee to be
delegated powers of the owners corporation for not for
profit purposes and to manage the common property.
The national consumer law was introduced into
Victoria on 1 July 2010 and applies to standard form
consumer contracts entered into, varied or renewed
on or after 1 July 2010. This Act was intended to be
transitional and applies to consumer contracts entered
into or renewed between 1 July 2010 and 31
December 2010.
May
apply
May
apply
May
apply
May
apply
May
apply
No
longer
applies
No
longer
applies
No
longer
applies
May
apply
May
apply
May
apply
May
apply
Did not
apply
Yes
Yes
Yes
Did not
apply
May
apply
May
apply
May
apply
Did not
apply
Did not
apply
Did not
apply
Yes
Did not
apply
Did not
apply
Did not
apply
Did not
apply
Yes
Yes
Did not
apply
Yes
Did not
apply
Did not
apply
Did not
apply
Yes
Did not
apply
Did not
apply
Did not
apply
May
apply
Did not
apply
Did not
apply
Did not
apply
Yes
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RRVV Action Plan 2012-2014
The problems created by regulatory creep include:





Multiple responsibilities for managers (e.g. operator, developer, delegated manager
and office manager)
Numerous committees (e.g. residents committee, residents association committee and
owners corporation committee) for similar purposes with different powers and
obligations
Numerous overlapping rules (e.g. village rules, association rules and owners
corporation rules)
Significant administration and compliance obligations and costs
Increased disputes over rights and obligations.
5.2 Reducing Disputes
It is currently almost impossible for a resident or a residents committee to understand their
rights and obligations under the legislation and residence documents. This makes residents
both legally and financially vulnerable which is the cause of most disputes.
The Consumer Action Law Centre (CALC) recently assisted an elderly retirement village
resident with her dispute before the Victorian Civil and Administrative Tribunal (VCAT).
CALC in its media release said that:
‘It is well known that complex retirement village contracts can cause problems for
residents. We shouldn’t have to rely on a regulator’s intervention, the industry needs
to be proactive about simplifying contracts”.
This media release was viewed on 20 April 2012 at:
http://www.consumeraction.org.au/downloads/RetirementvillagecontractsconfusingFINAL.pdf
The various legal arrangements have different implications and raise different issues in terms
of the applicable legislation, agreements or residence documents. For example, in many
villages the residence documents makes the residence association responsible for providing
services and all legal obligations of the manager under the Retirement Villages Act and other
law. However, sometimes the residents association does not have the capacity to do so
because:

the operator has the controlling votes

the capacity is in conflict with other obligations in the residence documents

carrying out the obligations in the residence documents would require the residents
association to commit an offence and be at risk of paying significant penalties, or

the operator has a power of attorney for the residents association.
These residence documents creating these obligations may include:

Lease Agreement

Licence Agreement (e.g. occupancy, tenancy or car park)

Loan Agreement

Contract of Sale

Services Agreement

Village Rules

Association Rules

Owners Corporations Rules

Appointment of Manager

Manager’s Lease

Instrument of Delegation
5
RRVV Action Plan 2012-2014

Plan of subdivision
Building permit conditions including essential safety measures.

Planning permit conditions and Section 173 Agreement pursuant to the Planning and
Environment Act 1987 which may include a heritage, cultural, flood, fire or an
environmental management plan e.g. to “retain and manage wetlands for the
Growling Grass Frogs in perpetuity”).

Powers of Attorney from the resident, residents association and/or the owners
corporation to the operator.
The various legal arrangements created by the residence documents as set out above makes it
problematic to develop a standard contract for the services agreements without having
consideration of the applicable legislation and other agreements that make up the legal and
financial arrangements for a village.

For example, the residence documents may create confusion as to who is the manager and the
committee, for the purposes of the Retirement Villages Act 1986 and this is the cause of many
disputes. For example the “manager” could be any or all of the following:

The developer,

The operator

The owner

The owners corporation and an owners corporation committee

The residents association and a committee of management

The office manager.
In addition to issues relating to who is the ‘manager’, there are also issues as to the number
and responsibilities of the multiple committees that may be required to be established by
legislation as set out below:

Residents committee (Retirement Village Act 1986)

Residents Association committee (Associations Incorporation Act 1981)

Owners Corporation committee (Owners Corporations Act 2006)
Each Act also sets out the legal capacity of the committees and how the committees should
operate and provides different obligations making volunteering to be on the ‘committee’ by
retired elderly residents facing issues related to aging very problematic.
In 2012, the financial arrangements are made much more complicated by legislative creep and
complex residence documents. For example the range of financial obligations may include:




The upfront fee, in going contribution, entry fee or purchase price usually represents
the market value of the unit or secures the right of the resident to occupy their new
home. Sometimes the upfront fee is in the form of a loan and will be refunded upon
departure, although part of this ‘upfront fee’ may be retained by the operator as an
outgoing contribution or deferred management fee.
Maintenance fees, recurrent charges or resident levies which are a contribution to the
cost of running the retirement village. Such as staff salaries, community facilities,
gardening maintenance, emergency call systems, some rates and taxes and the
provision of services to all residents.
Maintenance Plan and Maintenance Fund. The service agreement may provide that the
operator of the village is an owners corporation and the residents association is
delegated the obligations of the owners corporation including the responsibility to
have a maintenance plan and create a maintenance plan or sinking fund.
Personal service fees which are charged for additional services such as meals,
cleaning, laundry and personal care provided to a resident. These services are usually
not provided by the village itself but provided by contractors and the fees are based on
user pays at market rates.
6
RRVV Action Plan 2012-2014




Refurbishment fees, sales and marketing costs and legal fees for the resale of the unit
on departure.
If an owners corporation is created by the plan of subdivision then that owners
corporation has to have a maintenance plan and a maintenance fund. The maintenance
fund has to be in the name of the owners corporation and contributions to the
maintenance fund are made by members of the owners corporation.
Management Plan and Management Fund. The planning permit for the development
of the village may have conditions or provided for a section 173 Agreement that
provided for the management and maintenance of village or community infrastructure
or vegetation protection.
Outgoing contribution/deferred management fee/departure fee which refers to the
amount payable to the retirement village operator on the departure of a resident from
the village. The outgoing contribution amount can depend on a number of variables,
such as percentage of the ingoing contribution, or outgoing contribution, multiplied by
the number of years the resident lives in the village. The percentage rate of the resale
amount of the unit may also reflect a contribution to the capital repairs/capital
replacement/upgrades of the village (including communal facilities, buildings, roads
etc).
There is a complex relationship between the upfront fees, maintenance and service fees and
outgoing fees. Table 2 below shows the regulatory provisions relating to the financial
arrangement for retirement villages.
Table 2: Summary of sources of financial obligations in retirement villages
Ingoing
contribution
Maintenance
charge
Special levies
Personal services
Capital
replacement
Sales, marketing &
legal fees
Outgoing
contributions
Retirement
Villages Act
1986
Owners
corporations
Act 2006
Associations
Incorporation
Act 1981
No
Lease,
Licence or
Contract of
sale
Yes
Service
Agreement
and/or other
agreements
No
Yes
No
Yes
Yes
Yes
Possibly
Yes
Yes
Minor
provision
No
Yes
Capacity
No
No
Possibly
Possibly
Yes
Yes
Yes
No
Possibly
Yes
No
No
No
Possibly
Yes
No
No
No
Yes
Yes
5.3 Reducing Costs
The need to reduce costs for residents has been recognised by the Retirement Villages
Association (RVA). In its submission to the Productivity Commission Enquiry – Caring for
Older Australians, dated August 2010, on page 18, the RVA stated:
“A high proportion of seniors living in retirement villages (our members indicate
upwards of 80% in some locations) draw a part or full pension. This highlights the
ongoing challenges people face as they predominantly use their equity to come into a
village and then have to budget for weekly expenses in a planned manner to ensure
lifestyle and care needs are met.”
And on page 25 of that submission, the RVA further stated:
“The constant changes and up-scaling of various aspects of regulation only serves to
increase consumer uncertainty and adds cost to the industry. The net result is often the
7
RRVV Action Plan 2012-2014
requirement to raise service charges, which impacts the resident and does not promote
affordability.”
Residents of retirement villages recognise that access to an external dispute resolution process
without addressing the problems set out above will consume available financial resources of
individual residents and villages.
6.
ACTION PLAN
Actions to reduce red tape:
1.
Review the Retirement Villages Act 1986. The review should undertake a stocktake
of Retirement Villages Act 1986 to:

identify the current and future objectives of the Act

identify what provisions of the Act are effective, could be improved, are
duplicated or are now redundant

possibly amend the Retirement Villages Act to become an umbrella legislation
setting out minimal rights and obligations for retirement villages and residents
and providing default provisions to enable the appropriate legal framework to
continue to avoid duplication of administrative and compliance costs.
2.
Each village should create a folder of documents setting out the history of the village
for the purposes of understanding the relevant legislation and obligations under that
legislation. The folder should include:

A copy of all Planning Permits

A copy of Building Permit

A copy of the plan of subdivision

A copy of the search of the common property on the plan of subdivision

A copy of any section 173 agreements

Copies of residential contracts and service agreements affecting the village.
3.
Each village or villages collectively, should identify and simplify the current legal
structures and obligations within that retirement village and then develop a checklist to
simplify administrative processes and reduce costs. (See also opportunities to reduce
costs).
Actions to reduce disputes over legal obligations
4.
Each village, or villages collectively, should create a checklist of obligations for each
of the parties e.g.

Manager/operator

Office manager

Committee (or hierarchy of duties if multiple committees)

Resident.
5.
Each village or the villages collectively through the RRVV, RVA, CAV and other
relevant stakeholders should work together to identify the key legal structures within
existing retirement villages or retirement village models and work towards simplifying
these agreements/legal structures/retirement village models. While it is understood
that significant work has been done to develop standard contracts for future residents,
additional work needs to be undertaken to deal with existing problems. This activity
should be done firstly at the village level and then collectively by the RRVV, RVA
and CAV. Each village needs to identify legal obligations and agree as to the process
to be followed to comply with those obligations. Please see above for the list of
documents that are needed to be examined to understand the legal obligations of the
village. The process can be set out in best practice procedures, checklists or fact
sheets and that knowledge can be shared between villages. This work will reduce
disputes and costs and provide the necessary information to make recommendations to
Government to make appropriate regulatory amendments. This strategy would avoid
8
RRVV Action Plan 2012-2014
possible future expensive litigation to determine the rights and obligations of the
parties.
Actions to reduce disputes over financial arrangements
6.
Each village (or with assistance from the RRVV, RVA and CAV collectively) should
work together to create a set of model financial accounts from budget to audited
accounts for presentation at the Budget meeting and the Annual General Meeting. This
set of accounts should be simple, clear and transparent, with a fact sheet on how to set
out and present to minimise disputes, what should be provided and how to handle
questions that may arise. This would allow potential residents to compare apples with
apples when making the decision on what village to move into, especially if they are
on fixed incomes.
7.
Each village (or with assistance from the RRVV, RVA and CAV collectively) should
work together to identify the components of the costs representing the ingoing,
ongoing and outgoing contributions. Each village then should clarify the
responsibility for those costs, fees and charges relating to those contributions for
existing and future residents. e.g.

Ingoing contribution and whether it represents the market price of the unit or
finance for the development of the village

Ongoing contributions and what is included in the village operating costs

Outgoing contributions and what it actually represents. For example whether the
amount represents an ingoing contribution discount, capital replacement/upgrades
to the village or profit

Refurbishment and resale costs.
8.
Each village (or with assistance from the RRVV, RVA and CAV collectively) should
identify and set out the financial obligations within current retirement villages and
then develop a check list for that village and/or fact sheets for retirement village
models. This work would provide a benchmarking tool to help identify what items
may be set out in standard contracts to reduce the complexity of residence documents,
reduce disputes and provide the necessary information to make appropriate regulatory
amendments. This process would avoid expensive litigation which may put in
jeopardy, the financial viability of the village, and the retirement village industry in
general.
Actions to improve decision making and reduce disputes
9.
The focus should be on improved communication and transparency at general
meetings. A retirement village community is a community and the appropriate way to
promote that community is to improve communication and the appropriate structure to
do that is at ‘a general meeting’.
10.
The villages collectively through the RRVV, RVA, CAV and other relevant
stakeholders should work together to develop fact sheets for meetings to improve
communication and transparency. This would reduce disputes and provide the
necessary information to make appropriate regulatory amendments and avoid
expensive litigation to determine the rights and obligations of the parties.
11.
To ensure independence and accountability, the RRVV should assist villages obtain
independent legal advice and professional independent meeting facilitators. See also
actions to reduce costs.
Actions to clarify obligations and reduce disputes
12.
Each village should create a folder of residence documents. See above actions to
reduce the red tape.
13.
The RRVV, RVA and CAV (other relevant bodies) should work together to identify
the key attributes of the specific agreements to simplify and make fair, the legal and
9
RRVV Action Plan 2012-2014
14.
15.
financial arrangements. This work should be able to identify an appropriate legal and
financial framework for the village that is compliant with the new law. While it is
acknowledged that this may change existing obligations and entitlements, it may be
the most cost effective option to avoid litigation, and ensure that villages remain
financially sustainable.
Each village or villages collectively through the RRVV should seek independent legal
advice and engage an independent facilitator at general meetings when key or
important decisions impacting the village need to be made. This will ensure voices
are heard and concerns are addressed. See actions to reduce costs below.
The Retirement Village Act is amended to set out a process for residents to take
disputes to VCAT or alternatively, the appointment of a Retirement Villages
Commissioner.
Actions to reduce costs
16.
An opportunity to reduce costs and improved decision making for each village, and
villages collectively, is for the RRVV (or alternately, the RRVV, RVA and CAV
collectively) to obtain independent legal advice and professional meeting facilitator to
assist villages. The professional assistance will assist villages clarify roles and
responsibilities, processes, improve decision making and make better use of village
resources The professional assistance could then develop processes and fact sheets to
be made available for all villages. The knowledge and information gained by the
professional assistance will be very valuable for CAV in identifying appropriate
legislative amendments.
Having professional assistance chair meetings will provide the much needed skills to
ensure meetings are more effective, views are heard, decision making will be
transparent and actions are identified and recorded. The independent facilitation
provided by the professional assistance will assist in resolving existing disputes,
prevent future disputes and reduce costs.
The professional assistance will enable committees, managements, and residents to
focus on the details and finding solutions. The professional assistance must be:




seen by the parties as fair and neutral in relation to the content
impartial in their handling of participants
highly capable and authorative
accountable to the whole village.
Having independent professional assistance has a number of benefits including:




Increases the chance that all voices will be heard
Reduces the likelihood of manipulation or stand over tactics
All parties will be able to identify the costs and benefits of alternatives and the
many interests that have to be considered
Increases the likelihood that the outcome will be acceptable to all, and that the
decisions reached will be implemented.
The professional assistance providing independent meeting facilitation services will
also be particularly useful and cost effective for villages that must make major
changes to multiple legal or financial arrangements in contracts to be compliant with
the law.
The skills required for the professional assistance (possibly two or more people)
include:

A high level of knowledge of the retirement village law and operation
10
RRVV Action Plan 2012-2014





The holder of Legal Practicing Certificate
Organizational abilities and strong attention to detail
Facilitation skills
Capacity to handle stress and have a common sense approach
Strong communication skills including writing and report writing
This model of sharing resources to reduce costs reflects a model in the US and
Canada, where individuals and organisations pooled resources to establish an
organisation called Naturally Occurring Retirement Communities (NORC) to provide
support for communities which are ageing, whether as independent houses, apartments
or larger communities.
There are also other models such as the RVA and RACV where membership fees and
sponsorship is sufficient to cover paid professional support that is provided to
members.
There are particular benefits if RRVV or the RRVV, RVA and CAV collectively
administer the professional assistance to villages including:

Pools resources and knowledge. Currently villages, villages, committees and
committees, individually or collectively, have difficulty in obtaining expert
assistance due to lack of resources, capacity and available of professional
knowledge of Retirement Village Law.

Reduces barriers to legal advice. Obligations of professional conduct also
limit the capacity of legal practitioners to provide advice to multiple parties (eg
signing of costs agreements etc and conflict of interest.)

Information and knowledge is shared. It is acknowledged that the greatest
costs will be imposed on the first villages to obtain the professional assistance.

Improved collaboration and cooperation between the parties. Strong
governance of the Action Plan will common goals and commitment and ensure
outcomes are measured, achieved and reported.
Table 3. Summary of actions set out in the Action Plan
WHAT
WHY
HOW
Action: Stocktake of the Retirement Villages Act
Review Retirement Villages
The Act does not take into account Collectively CAV, RRVV and RVA (and with
Act
the current and future needs of consultation with all relevant stakeholders)
residents and retirement village should:
industry. For example the residents  identify the current and future needs of
committee
needs
to
be
the industry
incorporated to organise outings  identify the current and future objectives
and open a bank account.
of the Act
Existing smaller retirement villages  identify what provisions of the Act are
cannot comply with the regulatory
effective, could be improved, are
requirements
of
both
the
duplicated or are now redundant.
Retirement Villages Act and the
Owners Corporations Act.
Action: Reduce Red Tape and simplify and clarify legal obligations
Each village should create a Retirement villages have been
The folder should include:
folder of legal documents established and are governed by
 A copy of all Planning Permits
establishing the village.
multiple and conflicting regulatory
 A copy of Building Permit
and contractual requirements. The
 A copy of the plan of subdivision
multiple requirements of the
 A copy of the search of the common
legislation and contracts are the
property on the plan of subdivision
cause of disputes and are
 A copy of any section 173 agreements
undermining confidence in the
 Copies of the different types of residential
industry.
contracts and service agreements
11
RRVV Action Plan 2012-2014
WHAT
Each village should simplify
and clarify the structure and
legal obligations for the village.
WHY
A list and/or checklist setting out
the legal obligations and relevant
legislation to reduce costs and
reduce disputes.
HOW



Each village should create a
list or checklist of obligations
for each of the parties e.g.
 Operator/Manager
 Residents Association
 Office manager
 Committee (or hierarchy of
duties if multiple
committees)
 Resident.

Multiple and duplicated
provisions in the legislation,
rules and contracts is the cause
of unnecessary costs and
disputes.
 This work will reduce disputes
and costs and provide the
necessary information to make
recommendations to
Government to make
appropriate regulatory
amendments. This strategy
would avoid possible future
expensive litigation to determine
the rights and obligations of the
parties.
Action: Simplify and clarify fees and financial obligations
Each village should clarify the
There is a lack of clarity of what
funding/financial structure of
and how the ingoing, ongoing and
the village.
outgoing have been calculated.
There are frequent disputes as to
what fee has a component for
building maintenance and capital
improvements to units and the
communal facilities.
There are several problems with
the contractual arrangements that
have evolved over the last 30 years
for residents and operators. Some
contracts have just been assigned
to new residents and do not comply
with current legal requirements.
Other villages have created many
different contracts over the years
resulting in confusion as to ongoing
and outgoing financial obligations of
residents.
Each village needs to improve
Lack of transparency and reporting
financial reporting and
of ongoing costs and capital costs
transparency at budget
are a major cause of conflict and
meetings and the Annual
dispute.
General Meeting.
This set of accounts should be
simple, clear and transparent, with
a fact sheet on how to set out and
present to minimise disputes, what
should be provided and how to


affecting the village
Each village needs to identify roles and
responsibilities flowing from all the legal
obligations above and agree as to the
process to be followed to comply with
those obligations.
This activity should be done at the village
level with independent professional
assistance provided through the RRVV
(or the RRVV, RVA and CAV collectively).
The RRVV, RVA and CAV can use the
above work to identify the key attributes/
common elements/legal structures within
existing retirement villages or retirement
village models to inform the review of the
Retirement Villages Act.
Each village needs to identify legal
obligations for the parties and agree as to
the process to be followed to comply with
those obligations.
This activity should be done at the village
level with independent professional
assistance provided through the RRVV
(or the RRVV, RVA and CAV collectively).
Each village needs to identify the financial
structure of the village for existing and future
residents. e.g.
 Ingoing contribution and whether it
represents the market price of the unit or
finance for the development of the village
 Ongoing contributions and what is
included in the village operating costs
 Outgoing contributions and what it
actually represents. For example whether
the amount represents an ingoing
contribution discount, capital
replacement/upgrades to the village or
profit
 Refurbishment and resale costs.
This activity should be done at the village
level with independent professional
assistance provided through the RRVV (or
the RRVV, RVA and CAV collectively).
Each village (or with independent
professional assistance provided through the
RRVV collectively) should work together to
create a set of model financial accounts from
budget to audited accounts for presentation
at the Budget meeting and the Annual
General Meeting.
This would enable benchmarking and assist
the village identify efficiencies and reduce
12
RRVV Action Plan 2012-2014
WHAT
WHY
HOW
handle questions they may arise.
costs.
This would allow potential residents
to compare apples with apples
when making the decision on what
village to move into, especially if
they are on fixed incomes.
Action: Improved communication and decision making (reduced disputes)
Improved communication and
Formal dispute resolution
The RRVV should support villages by
transparency at general
processes can impede
providing independent meeting facilitating to
meetings. A retirement village communication, transparency and
improve village capacity to conduct meetings,
is a community and the
decision making!
communicate issues and improve decision
appropriate way to promote
Lack of transparency and
making at a general meeting.
that community is to improve
opportunities to have a say and be
The RRVV, RVA and CAV (and other
communication and the
heard adds to conflict. Isolating
relevant bodies) should work together to
appropriate structure is at ‘a
questions to a formal dispute
develop fact sheets for meetings to improve
general meeting’.
resolution process does not
communication and transparency.
improve communication,
transparency and decision making.
The RRVV engages
If each resident individually
The professional advice and support
professional support for
obtained independent legal advice
provided through the RRVV (supported by
villages (Operators, managers
on the legal structure and specific
the RVA and CAV) will be:
and retirement village
operation of a residents committee
 seen by the parties as fair and neutral in
committees collectively) to
there would be considerable conflict
relation to the content
provide independent and
imposing costs to the residents and  impartial in their handling of participants
authoritive legal advice and
the village.
 highly capable and authoritive
facilitation at general meetings.
 accountable to the whole village.
If each village individually set out to
simplify and clarify the legal
The knowledge and skills provided by the
framework for each village, set out
paid assistance and support will inform the
a process for committees to follow
review of the Act, develop skills and
and provide independent facilitator
processes for the RRVV and the residents
for a general meeting there may be
committees.
concerns about whether the work
See the New Zealand Retirement Villages
was fair and value for money.
Act
model.
See
http://www.legislation.govt.nz/act/public/2003/
However if the RRVV engage
0112/latest/DLM220371.html
professional assistance with the
support of the RVA and CAV, there
would be increased commitment to
the outcomes, reduced costs and
conflict
Action: Opportunities to reduce costs
The RRVV engages
If each resident or each village
The professional support provided through
professional support for
individually set out to simplify and
the RRVV (supported by the RVA and CAV)
villages (Operators, managers
clarify the legal framework for each
will be:
and retirement village
village, the costs would be

Qualified and demonstrated experience
committees collectively) to
significant.
in the area of retirement village operation
simplify and clarify the legal
There are approximately 400
and relevant law
framework for each village, set villages and 30,000 residents.

Lower in cost than the cost of obtaining
out a process for committees
independent legal advice to 30,000
to follow and provide an
individual residents
independent facilitator at

Lower in cost than the cost of obtaining
general meetings
independent legal advice to 400
individual villages

Lower in cost than providing the
necessary regulatory powers to an
existing or new regulatory body
13
7.
GOVERNANCE OF THE ACTION PLAN
Principles of Governance of the Action Plan:

Promote the wellbeing of residents of retirement villages.

Maintain a clear basis for supervision and oversight of the Action Plan:

Ensure roles and accountabilities are clearly defined to achieve the required outcomes
as set out in the Action Plan.

Promote fair and responsible decision making in approving and implementing actions
set out in the Action Plan.

Ensure that disclosure and reporting of work and outcomes is accurate and balanced.

Recognise and manage risk.
These principles are brought into effect by:
 Establishing a Reference Group to approve and implement the Action Plan and to
identify and manage risk.

The Reference Group will consist of the RRVV, RVA and CAV with regular liaison
with stakeholders such as HAAG, COTA, CALC, LIV, Village Developers and
Village Operators.

The Reference Group will consist of two representatives from CAV and the RVA and
four members of the RRVV. The Reference Group will have four members of the
RRVV to ensure that at least two RRVV members are present at each Reference
Group meeting. Four RRVV members on the Reference Group will be required to
ensure a balanced and representative resident’s input into decision making, avoiding
potential conflicts of interest and improve reporting back to RRVV members. The
Action Plan recognises the difficulties and disadvantages that older people face from
time to time including poor health and forgetfulness. The Action Plan also seeks to
overcome any concerns that the RRVV voice has not been included into decision
making.

Well defined actions, roles, timelines and reporting.

Regular communication with the RRVV members including:
o regular reporting on financial, expenditure and outputs
o regular reporting of activities and outcomes
o reporting to the Minister through Consumer Affairs Victoria.

A comprehensive annual report which includes financial disclosure for each financial
year and reporting on a range of performance indicators and benchmarks.

Village participants entering into a memorandum of understanding prior to accessing
independent legal advice or use of meeting facilitation to ensure common goals and
expectations of support services provided.

Strong governance objectives and values to deal with potential conflicts of interest.
14
Figure 1 – Action Plan Governance Chart
Consumer Affairs Victoria
Chair
HAAG
Village Developers
COTA
Retirement
Villages
Association
Residents of
Retirement
Villages Victoria
CALC
Village Operators
REFERENCE GROUP
Legal Adviser
Independent Meeting
Facilitator
Village Operator
Manager:
Village Operator
Office or Village Manager
Owners Corporation
Manager
Residents Association
Committee:
Residents Committee
Owners Corporation Committee
Residents Association
Committee
Residents
PARTICIPANTS
15
8.
PERFORMANCE MEASURES
Table 4 Summary of outputs, key performance indicators and measures
OUTPUT
KEY PERFORMANCE INDICATOR
MEASURE
Dispute
Minimisation
2012-2013
Dispute
Minimisation
2013-2014
Dispute
Minimisation 3
Effective and Efficient
management of Action
Plan
 Annual
 20%
Reduced costs 1
number of complaints reported to CAV
reduced
 Annual
number of complaints reported to CAV
reduced
 Member
feedback
 Percentage
of projects delivered within +/- 5% of
agreed budget
 Percentage of projects delivered within +/- 10%
of agreed time
 Percentage of project resources used in delivery
Action Plan outcomes rather than reporting of
Action Plan within +/- 10%
 90%
 Annual
 20%
number of complaints reported to CAV
 90%
of participant villages satisfaction with
advice services
 Manager/Operator of participant villages
satisfaction with advice services
 RRVVs
 70%
 Annual
number of complaints reported to CAV
reduced
Effective and Efficient
delivery of services
and support
 80%
reduction from
calendar year 2010 to
2011 to 2013-2014
 30% reduction from
calendar year 2010 to
2011 to 2013-2014
 70% resident of
villages survey*
70% manager/operator
survey*
reduced
Reduced costs 2
reduction from
calendar year 2010 to
2011 to 2012-2013
 30% reduction from
calendar year 2010 to
2011 to 2013-2014
 Member survey*
 Residents
member satisfaction with what and how
the Action Plan was delivered
member survey*
* Specific methodology for measure to be further developed.
16
9.
RISK ASSESSMENT
The RRVV has identified several potential risks that may impact the capacity of the Action Plan
to achieve the priorities of the RRVV set out in section 5. Table 5 below sets out those risks
and provides controls/actions to mitigate those risks.
Table 5. Summary of identified potential risks
Priority Strategic Risk Issues
1.
Member
expectations
misaligned in terms of needs
and priorities set out of the
Action Plan
2.
Stakeholder/participants
expectations misaligned in terms
of needs and priorities set out of
the Action Plan
3.
Residents believe that decision
making by the Reference Group
is weighted or biased towards
protecting the financial interests
of village operators.
4.
The process or resources
required to deliver the Action
Plan
are
deficient
and
contributes to not meeting
objectives,
timelines
and
expected outcomes
5.
Reporting and administrative
processes consume the limited
resources to deliver the Action
Plan
6.
There is no funds or resources
available
7.
Reference Group do not agree
and decision making stalls
8
Potential conflicts of interest by
participants in the Action Plan
Actions to mitigate risks
 Ensuring the actions in the Action Plan have been approved and
needs and priorities of members have been identified from the
out set.
 Depth of capability of advice services engaged - skills,
knowledge and experience;
 Capacity, flexibility and agility of advice services provided to
respond to new and changing situations;
 Regular communication and reporting on the delivery of the
Plan
 Managing and effectively using the resources that are available
 Assessing gaps in capability.
 Ensuring the actions in the Action Plan are agreed and needs
and priorities of stakeholders/participants have been identified
from the out set.
 Stakeholders/participants will be required to sign a
memorandum of understanding to clarify and align expectations
 To ensure that two residents are present at every Reference
Group meeting and there is improved feedback to members, the
RRVV will have four members of the RRVV on the Reference
Group. It is likely that from time to time that there may be
potential conflicts of interest and one or more RRVV
representatives will be away or in poor health.
 The Action Plan will set out clear actions, outputs, processes
and outcomes to be achieved
 Regular reporting to members
 Regular reporting to Reference Group
 Flexibility and capacity to identify and grasp opportunities.
 Designing reporting processes to minimise reporting processes
consuming resources available to deliver outputs an outcomes.
 Designing proforma reports to minimise reporting effort and
information required to prepare reports
 Having clear guidelines and expectations of all those
contributing and participating in the activities set out in this
Action Plan so that reporting processes do not consume the
limited resources available to deliver outputs set out in this
Action Plan.
 Funding may influence strategic priorities
 Effective and efficient use of resources that are available
 Accessing pro bono advice and assistance where available
 Embracing opportunities to share resources, knowledge and
capacity to achieve areas of priority in the Action Plan
The Reference Group will enter into a memorandum of
understanding to clarify inputs, outputs and manage expectations
to promote decision making
 Ensuring activities and processes are independent, fair,
transparent, measured and accountable
 Requiring all participants in the activities set out in this Action
Plan enter into a memorandum of understanding.
 Having four RRVV representative members on the Reference
Group.
17
10.
LEGAL AND REGULATORY ISSUES
The principal legislation from which the RRVV derives its structure, objectives,
responsibilities and powers is the Associations Incorporation Act 1981 and its Constitution
approved by the Department of Justice in April 2012. To achieve its purposes set out in the
Constitution, the RRVV will collaborate with the RVA and CAV in the preparation of
instructions for legal advice work and support services to villages as set out in this Action
Plan.
A Reference Group will be established that will determine the scope of the legal advice work
required and the support services to villages to be offered. The decisions of the Reference
Group will be implemented through the RRVV. To ensure decisions and the use of resources
related to the supply of legal advice work and support services to villages is targeted, efficient
and fair, the CAV will chair the Reference Group.
If it is decided that a Barrister is to be instructed, and the RRVV or CAV are not able to or it
is not desirable for the RRVV or CAV to instruct directly, then CALC or PILCH be asked to
give instructions on behalf of the Reference Group.
Major legal advice work to be undertaken includes:

Drafting a memorandum of understanding for the members of the Reference Group.

Drafting a memorandum of understanding for the parties in the participant villages
who have been approved.

Review of the residence documents for a village or villages collectively, on an as
needs basis, and identifying the relevant legislation and subordinate legislation
(regulations) that applies to the village.

Preparing advice on the legal entities, roles and responsibilities of the parties within a
village or villages.

Preparing operational guidelines, checklists and advice on processes for the parties in
the village, or villages as relevant, to comply with the requirements of the relevant
legislation and residence documents.
Major support services work to be undertaken includes:

Drafting an application form for a village or villages collectively that sets out to seek
sufficient information to measure the size of the problem, the parties and outcomes
desired by the support services.

Preparing a proforma document of information or the Report to be supplied to the
Reference Group/Minister on a six monthly basis.

Preparing a number of surveys to measure the outputs and outcomes of the Action
Plan.

Preparing operational guidelines, checklists and advice on processes for the parties in
the village, or villages as relevant, to comply with the requirements of the relevant
legislation and residence documents.

Preparing a Report reduction in Red Tape to be delivered at the end of the two year
term of the Action Plan
It is envisaged that a village or villages collectively, will apply for advice and support on an
as needs basis by filling out an application form which is approved by the Village Operator
and a resolution of 75% of the residents of the Village.
18
11.
FUNDING AND FINANCE ISSUES
The funding of the activities set out in this Action Plan will be sourced from:

Government grants

RRVV membership fees

Fees or contributions paid by the parties (yet to be determined)

Donations by industry, community groups or individuals.
A bank account will be established for purposes of recording all payments and expenditure to
carry out this Action Plan.
The Reference Group will approve and record all transactions from the bank account.
19
12.
ACTION PLAN SUMMARY AND NEXT STEPS
12.1 Action Plan Summary
This section provides a high level summary of the anticipated outcomes of the Action Plan
Table 6. Summary of anticipated key outcomes by area of responsibility
Outcomes
Responsibility
Beneficiary
Reduce Red Tape
RRVV, RVA, CAV, Village Operators, Village Operators, Village Committees,
and Village Committees
Village Managers, residents and State
Government.
Clearer understanding of RRVV, RVA, CAV and retirement Village Operators, Village Committees,
legal and financial rights villages participating in the actions set Village Managers and residents
and responsibilities
out in the Action Plan
Reduction in disputes
RRVV, RVA, CAV and retirement Village Operators, Village Committees,
villages participating in the actions set Village Managers and residents
out in the Action Plan
Reduction in costs
RRVV, RVA, CAV and retirement CAV, Village Operators, Village
villages participating in the actions set Committees,
Village
Managers,
out in the Action Plan
residents and State Government.
Improved transparency and Village Operators, Village Committees, Village Operators, Village Committees,
communication of issues
Village Managers and residents
Village Managers and residents
Improved decision making
Village Operators, Village Committees, Village Operators, Village Committees,
Village Managers and residents
Village Managers and residents
More effective and efficient Village Operators, Village Committees, Village Operators, Village Committees,
use of resources
Village Managers and residents
Village Managers and residents
Improved wellbeing
Village Operators, Village Committees, Village Operators, Village Committees,
Village Managers and residents
Village Managers and residents
12.2 Next Steps
Table 7: Summary of potential next steps and timelines
Step
How/Methodology
Obtain support and agreement for
the priorities identified in the Action
Plan with the CAV and the RVA
Consult with CAV and the
RVA and other relevant
stakeholders
Establish Reference Group
See sections 7
Draft
Memorandum
of
Understanding
for
Reference
Group including guidelines for
meetings and decision making
See sections 7, 9 and 10
Establish a bank account
See section 11
Seek funding and/or
available resources
identify
Draft
Memorandum
Understanding for Participants
When
Who
RRVV
See section 11
of
See sections 7, 9 and 10
Draft application form for villages to
participate in Action Plan
See sections 7, 9 and 10
20
Engage legal advisor and other
professional administrative support
either in a pro bono or fee for
service
See sections 7, 9 and 10
Prepare
report
See sections 8 and 9
proforma
six
monthly
Prepare draft surveys to measure
outputs
See section 8 and 9
Prepare a report on the reduction
of Red Tape
See sections 8 and 9
21
APPENDIX 1 – RRVV CONSTITUTION
RESIDENTS OF RETIREMENT VILLAGES
VICTORIA INC
(Registered No. A0048146R)
CONSTITUTION
As agreed at the Special Meeting 16th November 2011
Approved by Department of Justice April 2012
Residents of Retirement Villages Victoria Inc.
Constitution
22
1. Name
The name of the association shall be the Residents of Retirement Villages Victoria Inc. referred to
in the Constitution as “the Association”.
2. Purpose
2.1 The Association will facilitate a collective voice for all Victorian retirement village residents
and carry out a range of functions including but not limited to the provision of information and
support to retirement village residents, educational presentations and policy advocacy as follows:
2.2 Provide information and support to its members.
(a) The provision of general information concerning retirement village matters
(b) Referral to legal/support services in cases where residents are in dispute with a
retirement village operator or other resident
(c) The provision of information concerning the development and/or operation of a retirement
village residents committee
2.3 Educate its members and the broader community of the issues affecting retirement village
residents,
(a) Talks and presentations to retirement village residents, community organisations
and other relevant groups.
2.4 Contribute to policy debate and to advocate on behalf of the community
village residents.
of retirement
(a) Facilitate a collective voice on issues, needs and problems regarding retirement village
residents. This would involve liaison with relevant government departments at both State
and Federal level, local councils and relevant peak organisations.
2.5 Promote interaction between retirement village residents throughout Victoria.
(a) Organise social events and gatherings.
2.6 The Association may choose to be involved in the settlement of disputes and in an advocacy
role on behalf of its Members.
2.7 Promote diversity and equal representation.
(a)Provide balanced representation for all residents regardless of their gender, socioeconomic
status, culture, religion, geographic location or disadvantage.
(b)Promote diversity in representation.
(c)Ensure all residents have equal access and participation regardless of personal circumstances
or residential location.
3. Powers
3.1 The Association shall have all the powers conferred by Section 16 of the Associations
Incorporation Act 1981.
3.2 The assets and income of the organisation shall be applied solely in furtherance of its abovementioned purpose and no portion shall be distributed directly or indirectly to the members of the
organisation except as bona fide compensation for services rendered or expenses incurred on behalf
of the organisation.
23
3.3 These Rules and the statement of purposes of the Association must not be altered except in
accordance with the Act.
4. Membership
4.1(a) “Individual Member” a person who is a resident of a Retirement Village in the State of
Victoria, who is eligible to apply and has been accepted by the Association to have
been admitted as an Individual Member upon payment of a membership fee to the
Association, of the prescribed subscription as set out in the Schedule of Fees.
4.1(b) “Honorary Life Member” a member who has rendered long or conspicuously
outstanding service to the Association
4.1(c) “Life Member” a member who has contributed $100.00, or greater, for a Single Member or
$150, or greater, for a Couple, to the Association.
4.1(d) “Associate Member” a person who is in the process of entering a Retirement Village
(without voting rights),
4.1(e) “Village Full Group Membership” where a Village pays annually in a lump sum
using an amount per occupied Unit/residence set by the Committee and lists all
residents and unoccupied units.
4.2 The person must not be an owner, operator or manager of any retirement village nor shall they
be a “close associate” as defined in the Retirement Villages (Amendment) Act 2005, of anyone in
these positions
4.3 The person who applies for membership and agrees to obey the Rules of the Association and
accepts the Purpose of the Association is eligible to be a member of the Association on payment of
the membership fee.
4.4 An application of a person for membership of the Association must(a) be made in writing on the Association’s application for membership form and
(b) be lodged with the Secretary of the Association.
4.5 As soon as practicable after the receipt of an application, the Secretary must refer the application
to the committee.
4.6 The committee must determine whether to approve or reject the application.
4.7 If the committee approves an application for membership, the Secretary must, as soon as
practicable(a) notify the applicant in writing of the approval for membership; and
(b) request payment within 28 days after receipt of the notification of the sum payable under
the Rules as the first year's annual subscription.
4.8 The Secretary must, within 28 days after receipt of the annual subscription enter the applicant's
name in the register of members.
4.9 An applicant for membership becomes a member and is entitled to exercise the rights of
membership when his or her name is entered in the register of members.
4.10 If the committee rejects an application, the committee must, as soon as practicable, notify
the applicant in writing that the application has been rejected.
24
4.11 A right, privilege, or obligation of a person by reason of membership of the Association(a) is not capable of being transferred or transmitted to another person; and
(b) terminates upon the cessation of membership whether by death or resignation or
otherwise.
4.12 The annual subscription is the relevant amount set out in the Association’s Schedule of
Fees and is payable in advance on or before 1 July in each year.
5. Register of Members
5.1 The Secretary must keep and maintain a register of members containing(a) the name and address of each member; and
(b) the date on which each member’s name was entered in the register.
5.2 Members have the right to access their own personal information held by the Association,
free of charge, to ensure that it is up-to-date and accurate.
6. Members’ Liability
The members of the Association shall have no liability to contribute towards payments of debts and
liabilities of the Association or the costs, charges and expenses of winding up the Association, except
to the extent of any of their own unpaid membership fees.
7. Ceasing Membership
7.1 A member of the Association who has paid all moneys due and payable by a member to the
Association may resign from the Association by giving one month's notice in writing to the
Secretary of his or her intention to resign.
7.2 After the expiry of the period referred to in sub-rule 7.1 the member ceases to be a member.
7.3 After six months from the due date without payment of annual subscription the member ceases
to be a member.
7.4 The secretary must record in the register of members the date on which the member ceased
to be a member.
8. Discipline, Suspension and Expulsion of members
8.1 Subject to this Constitution, if the committee is of the opinion that a member has refused or
neglected to comply with this Constitution, or has been guilty of conduct unbecoming a member or
prejudicial to the interests of the Association, the committee may by resolution:
(a) suspend that member from membership of the Association for a specified period; or
(b) expel that member from the Association.
8.2 A resolution of the committee under sub-rule 8.1 does not take effect unless:
(a) at a meeting held in accordance with sub-rule 8.3, the committee confirms the resolution;
and
(b) if the member exercises a right of appeal to the Association under this rule, the Association
confirms the resolution in accordance with this rule.
8.3 A meeting of the committee to confirm or revoke a resolution passed under sub-rule 8.1 must be
25
held not earlier than 14 days, and not later than 28 days, after notice has been given to the member in
accordance with sub-rule 8.4
8.4 For the purposes of giving notice in accordance with sub-rule 8.3, the Secretary must, as soon
as practicable, cause to be given to the member a written notice(a)setting out the resolution of the committee and the grounds on which it is based; and
(b) stating that the member, or his or her representative, may address the committee at a
meeting to be held not earlier than 14 days and not later than 28 days after the notice has
been given to that member; and
(c)stating the date, place and time of that meeting; and
(d) informing the member that he or she may do one or both of the following(i) attend that meeting;
(ii) give to the committee before the date of that meeting a written statement
seeking the revocation of the resolution;
(e) informing the member that, if at that meeting, the committee confirms the resolution, he
or she may, not later than 48 hours after that meeting, give the Secretary a notice to the effect
that he or she wishes to appeal to the Association in general meeting against the resolution.
8.5 At a meeting of the committee to confirm or revoke a resolution passed under sub-rule 8.1, the
committee must(a)give the member, or his or her representative, an opportunity to be heard; and
(b) give due consideration to any written statement submitted by the member; and
(c)determine by resolution whether to confirm or to revoke the resolution.
8.6 If at the meeting of the committee, the committee confirms the resolution, the member may, not
later than 48 hours after that meeting, give the Secretary a notice to the effect that he or she wishes to
appeal to the Association in general meeting against the resolution.
8.7 If the Secretary receives a notice under sub-rule 8.6, he or she must notify the committee and
the committee must convene a general meeting of the Association to be held within 21 days after
the date on which the Secretary received the notice.
8.8 At a general meeting of the Association convened under sub-rule 8.7(a) no business other than the question of the appeal may be conducted; and
(b) the committee may place before the meeting details of the grounds for the resolution and
the reasons for the passing of the resolution; and
(c) the member, or his or her representative, must be given an opportunity to be heard; and
(d) the members present must vote by secret ballot on the question whether the resolution
should be confirmed or revoked.
8.9 A resolution is confirmed if, at the general meeting, not less than two-thirds of the members vote
in person, or by proxy, in favour of the resolution. In any other case, the resolution is revoked.
9. Disputes and mediation
9.1 The grievance procedure set out in this rule applies to disputes under these Rules between26
(a) a member and another member; or
(b) a member and the Association.
9.2 The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the
dispute within 14 days after the dispute comes to the attention of all of the parties.
9.3 If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that
meeting, then the parties must, within 10 days, hold a meeting in the presence of a mediator.
9.4 The mediator must be(a) a person chosen by agreement between the parties; or
(b) in the absence of agreement(i) in the case of a dispute between a member and another member, a person
appointed by the committee of the Association; or
(ii) in the case of a dispute between a member and the Association, a person who is
a mediator appointed or employed by the Dispute Settlement Centre of Victoria
(Department of Justice).
9.5 A member of the Association can be a mediator.
9.6 The mediator cannot be a member who is a party to the dispute.
9.7 The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.
9.8 The mediator, in conducting the mediation, must-(a) give the parties to the mediation process every opportunity to be heard; and
(b) allow due consideration by all parties of any written statement submitted by any party;
and
(c) ensure that natural justice is accorded to the parties to the dispute throughout the
mediation process.
9.9 The mediator must not determine the dispute.
9.10 If the mediation process does not result in the dispute being resolved, the parties may seek to
resolve the dispute in accordance with the Retirement Villages (Amendment) Act 2005, the
Associations Incorporations Act 1981 or otherwise at law.
10. Annual general meetings
10.1 The committee may determine the date, time and place of the annual general meeting of the
Association.
10.2 The notice convening the annual general meeting must specify that the meeting is an annual
general meeting.
10.3 The ordinary business of the annual general meeting shall be(a) to confirm the minutes of the previous annual general meeting and of any general
meeting held since that meeting; and
(b) to receive from the committee reports upon the transactions of the Association
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during the last preceding financial year; and
(c) to elect officers of the Association and the ordinary members of the committee;
and
(d) to receive and consider the statement submitted by the Association in accordance with
section 30(3) of the Associations Incorporation Act 1981 which deals with General
Meetings and accounts.
10.4 The annual general meeting may conduct any special business of which notice has been given
in accordance with this Constitution.
11. Special general meetings
11.1 In addition to the annual general meeting, any other general meetings may be held in the
same year.
11.2 All general meetings other than the annual general meeting are special general meetings.
11.3 The committee may, whenever it thinks fit, convene a special general meeting of the
Association.
11.4 If, but for this sub-rule, more than 15 months would elapse between annual general meetings,
the committee must convene a special general meeting before the expiration of that period.
11.5 The committee must, on the request in writing of members representing not less than 5 per cent
of the total number of members, convene a special general meeting of the Association.
11.6 The request for a special general meeting must-(a) state the objects of the meeting; and
(b) be signed by the members requesting the meeting; and
(c) be sent to the address of the Secretary.
11.7 If the committee does not cause a special general meeting to be held within one month after the
date on which the request is sent to the address of the Secretary, the members making the request, or
any of them, may convene a special general meeting to be held not later than 3 months after that date.
11.8 If a special general meeting is convened by members in accordance with this rule, it must be
convened in the same manner so far as possible as a meeting convened by the committee
12. Special business
All business that is conducted at a special general meeting and all business that is conducted at
the annual general meeting, except for business conducted under the rules as ordinary business of
the annual general meeting, is deemed to be special business.
13. Notice of general meetings
13.1 The Secretary of the Association, at least 14 days, or if a special resolution has been proposed at
least 21 days, before the date fixed for holding a general meeting of the Association, must cause to be
sent to each member of the Association, a notice stating the place, date and time of the meeting and
the nature of the business to be conducted at the meeting.
13.2 Notice may be sent-(a) by prepaid post to the address appearing in the register of members; or
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(b) if the member requests, by facsimile transmission or electronic transmission.
13.3 No business other than that set out in the notice convening the meeting may be conducted at
the meeting.
13.4 A member intending to bring any business before a meeting may notify in writing, or by
electronic transmission, the Secretary of that business, who must include that business in the
notice calling the next general meeting.
14. Quorum at general meetings
14.1 No item of business may be conducted at a general meeting unless a quorum of members
entitled under this Constitution to vote is present at the time when the meeting is considering that
item.
14.2 Five members personally present (being members entitled under this Constitution to vote at a
general meeting) constitute a quorum for the conduct of the business of a general meeting.
14.3 If, within half an hour after the appointed time for the commencement of a general
meeting, a quorum is not present(i) in the case of a meeting convened upon the request of members--the meeting must
be dissolved; and
(ii) in any other case the meeting shall stand adjourned to the same day in the next week at the
same time and (unless another place is specified by the Chairperson at the time of the
adjournment or by written notice to members given before the day to which the meeting is
adjourned) at the same place.
14.4 If at the adjourned meeting the quorum is not present within half an hour after the time
appointed for the commencement of the meeting, the members personally present (being not less
than 3) shall be a quorum.
15. Presiding at general meetings
15.1 No other person other than an elected member of the Association’s committee can preside at
general meetings.
15.2 The President, or in the President's absence, the Vice-President, shall preside as Chairperson at
each general meeting of the Association.
15.3 If the President and the Vice-President are absent from a general meeting, or are unable to
preside, the members present must select one of their number to preside as Chairperson.
16. Adjournment of meetings
16.1 The person presiding may, with the consent of a majority of members present at the meeting,
adjourn the meeting from time to time and place to place.
16.2 No business may be conducted at an adjourned meeting other than the unfinished business from
the meeting that was adjourned.
16.3 If a meeting is adjourned for 14 days or more, notice of the adjourned meeting must be given
in accordance with rule 13.4 Except as provided in sub-rule 13.3, it is not necessary to give notice
of an adjournment or of the business to be conducted at an adjourned meeting.
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17. Voting at general meetings
17.1 Upon any question arising at a general meeting of the Association, a member has one vote only.
17.2 All votes must be given personally or by proxy.
17.3 In the case of an equality of voting on a question, the Chairperson of the meeting is entitled to
exercise a second or casting vote.
17.4 A member is not entitled to vote at a general meeting unless all moneys due and payable by the
member to the Association have been paid, other than the amount of the annual subscription payable
in respect of the current financial year.
18. Poll at general meetings
18.1 If at a meeting a poll on any question is demanded by not less than 3 members, it must be taken
at that meeting in such manner as the Chairperson may direct and the resolution of the poll shall be
deemed to be a resolution of the meeting on that question.
18.2 A poll that is demanded on the election of a Chairperson or on a question of an adjournment must
be taken immediately and a poll that is demanded on any other question must be taken at such time
before the close of the meeting as the Chairperson may direct.
19. Manner of determining whether resolution carried
If a question arising at a general meeting of the Association is determined on a show of hands(a) a declaration by the Chairperson that a resolution has been(i) carried; or
(ii) carried unanimously; or
(iii) carried by a particular majority; or
(iv) lost; and
(b) an entry to that effect in the meeting minutes of the Association-is evidence of the fact, without proof of the number or proportion of the votes recorded in favour of,
or against, that resolution.
20. Proxies
20.1 Each member is entitled to appoint another member as a proxy by notice given to the Secretary
no later than 24 hours before the time of the meeting in respect of which the proxy is appointed.
20.2 Section 38C of the Retirement Village (Amendment) Act 2005 applies.
20.3 The proxy must be appointed as set out on the RRVV General Meeting Proxy Form as at
Appendix A.
21. Committee of Management
21.1 The affairs of the Association shall be managed by the committee of management.
21.2 The committee-(a) shall control and manage the business and affairs of the Association; and
(b) may, subject to this Constitution, the Rules of the Association, the Associations
30
Incorporations Act (1981) and the Regulations, exercise all such powers and functions as may
be exercised by the Association other than those powers and functions that are required by
these Rules to be exercised by general meetings of the members of the Association; and
(c) subject to this Constitution, the Rules of the Association, Associations Incorporation Act
(1981) and the Regulations, has power to perform all such acts and things as appear to the
committee to be essential for the proper management of the business and affairs of the
Association
21.3 Subject to section 23 of the Associations Incorporation Act (1981), the committee
shall consist of-(a) the officers of the Association; and
(b) six ordinary members
each of whom shall be elected at the annual general meeting of the Association in each year.
22. Office holders
22.1 The officers of the Association shall be-(a)
(b)
(c)
(d)
President;
Vice-President;
Treasurer; and
Secretary.
22.2 The provisions of rule 24, so far as they are applicable and with the necessary modifications,
apply to and in relation to the election of persons to any of the offices referred to in sub-rule (1).
22.3 From the 2008 election of officers of the Association two officers shall hold office until 2009
annual general meeting and two shall hold office until 2010 annual general meeting. Subsequently
from 2009 two officers shall be elected each year to allow rotation of officers. All officers are
eligible for re-election.
22.4 In the event of a casual vacancy in any office referred to in sub-rule 22.1 the member
appointed may continue in office up to annual general meeting at which the former member’s tenure
would have expired.
23. Ordinary members of the committee
23.1 From the 2008 election of ordinary members of the Association three ordinary members shall
hold office until 2009 annual general meeting and three shall hold office until 2010 annual general
meeting. Subsequently three ordinary members shall be elected each year to allow rotation of
ordinary members. All members are eligible for re-election.
23.2 In the event of a casual vacancy occurring in the office of an ordinary member of the committee,
the committee may appoint a member of the Association to fill the vacancy and the member appointed
shall hold office subject to these Rules, until the expiry of the term that the outgoing member had
been elected.
24. Election of officers and ordinary committee members
24.1 Nominations of candidates for election as officers of the Association or as ordinary
members of the committee must be—
(a) nominate for a period of two years with five members resigning each year, still eligible for
re-election, with five members remaining for the following twelve months. Subsequent elections will
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elect five members at each annual general meeting.
(b) nominate in writing, signed by two members of the Association and accompanied by the
written consent of the candidate (which may be endorsed on the form of nomination); and
(c) deliver to the Secretary of the Association by the date requested in election process
documents forwarded to all members.
24.2 A candidate may only be nominated for one office, or as an ordinary member of the committee,
prior to the annual general meeting.
24.3 If insufficient nominations are received to fill all vacancies on the committee, the candidates
nominated shall be deemed to be elected and further nominations may be received at the annual
general meeting.
24.4 If the number of nominations received is equal to the number of vacancies to be filled, the
persons nominated shall be deemed to be elected.
24.5 If the number of nominations exceeds the number of vacancies to be filled, a ballot must be
held.
24.6 The ballot for the election of officers and ordinary members of the committee must be conducted
by postal vote in such manner as the committee may direct and the results announced at the annual
general meeting.
25. Vacancies
The office of an officer of the Association, or of an ordinary member of the committee,
becomes vacant if the officer or member-(a) ceases to be a member of the Association; or
(b) becomes an insolvent under administration within the meaning of the Corporations
Law; or
(c) resigns from office by notice in writing given to the Secretary.
26. Meetings of the committee
26.1 The committee must meet at least 3 times in each year at such place and such times as the
committee may determine.
26.2 Special meetings of the committee may be convened by the President or by a majority of the
committee.
26.3 Members of the committee will be elected to convene various sub-committees and to report
back progress of such groups. The President and Vice President will be ex-officio members of the
sub-committees.
27. Notice of committee meetings
27.1 Written notice of each committee meeting must be given to each member of the committee at
least 5 business days before the date of the meeting.
27.2 Written notice must be given to members of the committee of any special meeting specifying
the general nature of the business to be conducted and no other business may be conducted at such
a meeting.
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28. Quorum for committee meetings
28.1 Any 5 members of the committee constitute a quorum for the conduct of the business of a
meeting of the committee.
28.2 No business may be conducted unless a quorum is present.
28.3 If within half an hour of the time appointed for the meeting a quorum is not present-(i) in the case of a special meeting the meeting lapses;
(ii) in any other case the meeting shall stand adjourned to the same place and the
same time and day in the following week.
28.4 The committee may act notwithstanding any vacancy on the committee.
29. Presiding at committee meetings
At meetings of the committee(a) the President or, in the President's absence, the Vice-President presides; or
(b) if the President and the Vice-President are absent, or are unable to preside, the members
present must choose one of their number to preside.
30. Voting at committee meetings
30.1 Questions arising at a meeting of the committee, or at a meeting of any sub-committee
appointed by the committee, shall be determined on a show of hands or, if a member requests, by a
poll taken in such manner as the person presiding at that meeting may determine.
30.2 Each member present at a meeting of the committee, or at a meeting of any sub-committee
appointed by the committee (including the person presiding at the meeting), is entitled to one vote
and, in the event of an equality of votes on any question, the person presiding may exercise a second
or casting vote.
31. Removal of committee member
31.1 The Committee of the Association may remove any member of the committee before the
expiration of the member's term of office and appoint another member in his or her place to hold office
until the expiration of the term of the first-mentioned member.
31.2 The Committee must follow the Committee Member Removal Process as detailed, and as
approved, by the Committee from time to time.
32. Minutes of meetings
The Secretary of the Association must keep minutes of the resolutions and proceedings of each
general meeting, and each committee meeting, together with a record of the names of persons
present at committee meetings.
33. Funds
33.1 The Treasurer of the Association must(a) collect and receive all moneys due to the Association and make all payments
authorised by the Association; and
(b) keep correct accounts and books showing the financial affairs of the Association with full
details of all receipts and expenditure connected with the activities of the Association.
33.2 All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments
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must be signed by two members of the committee.
33.3 The funds of the Association shall be derived from entrance fees, annual subscriptions,
donations and such other sources as the committee determines.
34. Seal
34.1 The common seal of the Association if present must be kept in the custody of the Secretary.
34.2 The common seal must not be affixed to any instrument except by the authority of the
committee and the affixing of the common seal must be attested by the signatures either of two
members of the committee or, of one member of the committee and of the public officer of the
Association.
35. Notice to members
Except for the requirement in rule 12, any notice that is required to be given to a member, by on
behalf of the Association, under these Rules may be given by(a) delivering the notice to the member personally; or
(b) sending it by prepaid post addressed to the member at that member's address shown
in the register of members; or
(c) facsimile transmission, if the member has requested that the notice be given to him or
her in this manner; or
(d) electronic transmission, if the member has requested that the notice be given to him
or her in this manner.
36. Winding up
36.1 In the event of the winding up or the cancellation of the incorporation of the Association, the
assets of the Association must be disposed of in accordance with the provisions of the Act.
36.2 In the event of the organisation being dissolved, the amount that remains after such
dissolution and the satisfaction of all debts and liabilities shall be transferred to another organisation
with similar purposes which is not carried on for the profit or gain of its individual members.
36.3 Assets will be distributed as directed by the Committee of Management of the Association
37. Custody and inspection of books and records
37.1 Except as otherwise provided in these Rules, the Secretary must keep in his or her custody or
under his or her control all books, documents and securities of the Association.
37.2 All accounts, books, securities and any other relevant documents of the Association must
be available for inspection free of charge by any member upon request.
37.3 A member may make a copy of any accounts, books, securities and any other relevant
documents of the Association.
END
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APPENDIX A
FORM OF APPOINTMENT OF PROXY
FOR GENERAL MEETINGS
OF
RESIDENTS of RETIREMENT VILLAGES VICTORIA INC.
Registered No. A0048146R
I, (name)
of
Retirement Village
being a member of the Association
appoint (name of proxy holder)
being a member of the Association as my proxy to vote on my behalf at the Annual/Special* General
Meeting of the Association to be held on (date of meeting)
and at any adjournment of that meeting.
I authorise my proxy to vote on my behalf at their discretion in respect of the following resolution:
[insert details of resolution if required]
Signed
Date
*delete whichever is not applicable
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APPENDIX B
RRVV
SCHEDULE OF FEES
Annual Fees as from 1st July 2011
$10.00 per person
$15.00 per couple
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