Strengthening Positive Voices
After years of working together, Living Positive Victoria and Straight Arrows are pleased to announce the merging of the two organisations which will have a greater capacity to support all people living with HIV in Victoria. “The vision of Straight Arrows and Living Positive Victoria are intertwined,” says Jeffery Robertson, Chair of Straight Arrows. “Together, we can better allocate time and resources which will be put back into services and improving the lives of all our members.” The vision is centred on expanding and enhancing the range of support services available to people living with HIV. The diversity of those living with HIV include heterosexual men, families and women which has been the focus of Straight Arrows since 1995.
As part of this process we have been working alongside our legal advisors, HIVE Legal, to prepare a draft of the rules of incorporation for the merged entity. The new rules incorporate the operations, governance and membership of Living Positive Victoria and Straight Arrows into a single governing set of rules.
We are delighted to present a draft of the rules for your consideration. These rules have been drafted by the Strengthening Positive Voices Working Group, comprised of members of the boards and management of both Straight Arrows and Living Positive Victoria, in consultation with our legal team. This draft considers the many changes required to ensure that the merger of the current business entities is equitable and inclusive.
We value your feedback on these rules. They can be accessed here. If you have any questions or comments or if you would like further clarification please contact Sara Graham, firstname.lastname@example.org or Jeffrey Robertson, email@example.com.
You may have some questions about how the merge will affect you and the services and support you receive from Straight Arrows. The document below answers the most frequently asked questions. If you don't see your question answered send us an email at firstname.lastname@example.org.
Why are the two organisations merging?
The two organisations are merging for the following reasons:
- To create a stronger voice to advocate for all people living with HIV regardless of gender or sexual identity while recognising the diverse needs and experiences of all those living with HIV in Victoria.
- To share the knowledge and expertise that exists between both organisations to provide a more targeted response for service delivery for all people living with HIV in Victoria.
- To better allocate resources that had previously been directed towards administration and governance of two organisations and to use it for more and improved services for people living with HIV in Victoria.
- To ensure the sustainability of both organisations, but particularly Straight Arrows, into the future in a climate in which the funding of small not-for-profit organisations is under increasing pressure.
When will the merge take place?
The goal is for Straight Arrows and Living Positive Victoria to hold Special General Meetings to approve the merger by 30 June, 2016.
What will be the new organisation be called?
The integrated organisation will retain the business name People Living with HIV AIDS Victoria and use the trading name Living Positive Victoria for its health promotion and peer support and advocacy services for all people living with HIV and Straight Arrows for its health promotion and peer support for heterosexual men, women and families living with and affected by HIV.
How will the merging of both organisations save costs and affect services for people living with HIV?
The purpose of the merger is to improve service delivery to people living with HIV by streamlining administration, governance and costs. By combining the resources from both organisations members can expect to see expanded and improved programs and be confident about the sustainability of the integrated organisation into the future.
How will the merge affect funding for the organisation?
The major funder of both Living Positive Victoria and Straight Arrows is the Department of Health and Human Services (DHHS) and it is highly supportive of the merger. The DHHS has provided funding to study the feasibility of the merge and establish the working group that has steered this process. Funding has been guaranteed to continue and the DHHS anticipates that services to people living with HIV will be expanded.
How are members, funders and stakeholders responding to the merger?
Members have been largely supportive of the merger. This was expressed strongly through the initial consultations in 2014 and has continued to be relayed to members of the Strengthening Positive Voices working group and the board members of each organisation over the past 12 months. Some concerns including service retention and proper representation of diversity have been noted. The integrated organisation will be structured to provide solutions that will address those concerns.
What motions will be put to the Special General Meeting?
The wording of the motions to be put to the Special General Meetings is currently being drafted by the Strengthening Positive Voices legal team. Membership FAQ
What happens to my membership?
Members of Straight Arrows will be asked to nominate for full membership for the integrated organisation. Full membership includes full voting rights at all General Meetings and members are eligible to nominate for a place on the board of directors.
There will be no changes to membership for current members of Living Positive Victoria.
Why do Living Positive Victoria members automatically get membership and why do Straight Arrows members have to nominate for membership?
Living Positive Victoria is a trading name under the business name People Living with HIV/AIDS Victoria. Because there is no legal change to the structure of People Living with HIV/AIDS Victoria, Living Positive Victoria members retain their membership.
Straight Arrows will become a trading name under People Living with HIV/AIDS Victoria and will no longer exist in its current legal form so Straight Arrows members will need to nominate for membership of the integrated organisation. Every effort will be made to ensure this is a seamless and straightforward process.
What about my privacy? What will happen to my personal information?
People Living with HIV/AIDS Victoria/Living Positive Victoria and Straight Arrows are bound by laws to protect your privacy and ensue your confidentiality is maintained. Straight Arrows members will be asked to nominate for membership with People Living with HIV/AIDS Victoria. This process will be facilitated by Straight Arrows. Straight Arrows’ member’s information will not be released to the integrated organisation until a member nominates for membership of the integrated organisation.
Board and Governance FAQs
How will the board be structured?
Initially there will be an interim board with an equal number of directors from Straight Arrows and Living Positive Victoria. It is anticipated that this board will run for a full financial year.
Once the term of the interim board ends there will be a new board comprising up to nine members. The Chair and Vice Chair of the board must be elected directors and six members of the board will be full members of the new organisation who are living with HIV. They will be elected at each Annual General Meeting for a two year term. The board will then have the ability to appoint up to three directors to the board for a one year term.
Appointees may be appointed to address gaps in diversity or skills. They must be full members or associate members of the integrated organisation.
Elected directors (dark blue): The elected Directors will comprise six of the nine board members. Elected Directors must be full members and open about living with HIV. The term of an elected Director will be two years. Terms will be staggered and three positions will become available at each Annual General Meeting. The President and Vice President must be elected Directors. More than 50% (n=4) of directors present at any Board meeting must be elected directors to achieve quorum.
Associate directors (green): There will be up to three Associate Directors. They must be either full or associate members of the organisation. Associate Directors who are living with HIV are encouraged but not required to be open about their status. Associate Directors will be appointed by the elected directors for a term of up to one year.
Ex-officio director (orange): both the CEO and Staff Representative (elected by the staff body) hold advisory positions on the Board and function to provide operational advice to the Board. These two positions hold no voting rights.
All Directors (associate and elected) will have full voting rights. Other Executive positions such as Treasurer and/or Secretary can be either Associate or Elected Directors.
How will the Board be selected?
The six elected directors will be elected to the board through a nomination and voting process as set out in the constitution of the integrated organisation. They are required to be people living openly with HIV and full members of the integrated organisation. Elected members will have a two year term with 50% of elected positions to become available each year.
Up to three directors may be appointed to the board by the elected directors. They must be either full members or associate members of the integrated organisation. The appointed directors do not have to be living with HIV. Appointed directors who are living with HIV do not have to be open about their status. This allows those who may not be able to openly declare their HIV status to participate fully. The selection of appointed directors ensures that the board remains diverse in terms of gender, sexual and cultural identity if the electoral process does not result in this outcome.
Appointed directors must have majority endorsement from the board and their term will run for up to one year.
Voting for all of these positions will take place at each Annual General Meeting.
Will appointed directors have voting rights?
All directors will have full voting rights. However, to constitute a quorum at meetings over 50% of the directors present must be elected directors.
Will people who are not living with HIV be allowed to be directors? If so, how will the voice of people living with HIV be ensured?
All six elected directors must be people living with HIV who are required to be open about their HIV status. The three appointed directors may or may not be people living with HIV. If they are people living with HIV they are encouraged but not required to be open about their HIV status.
To ensure that people living with HIV continue to be the majority voice and continue to have a strong influence over the integrated organisation the following rules will be in place:
- Both the Chair and Vice Chair must be elected directors and therefore people living openly with HIV
- A minimum of two thirds of the board are required to be people living with HIV who are open about their status
- Appointed directors may also be people living with HIV but they are not required to be open about their HIV status
- To constitute a quorum at meetings over 50% of the directors present must be elected directors, and appointments to the board must have majority endorsement from the openly positive elected directors.
Service Delivery FAQ
Will the program names change or will they stay the same?
At this point the programs will remain the same and members can expect to see new programs added in the future. The boards, management and staff of both organisations recognise that different programs are needed for different people including (but not limited to) people of different genders, sexual identities, ages and cultural backgrounds. Every effort will be made to accommodate all individuals with HIV and address changing needs.
Will heterosexual people have representation? What about women? Families?
The integrated organisation will be committed to representing all people living with HIV in Victoria including people of all genders, sexual identities, ages and cultural backgrounds. This will be supported by a diversity policy which requires diversity to be considered in board and staff appointments. The expert skill set from Straight Arrows will add to the integrated organisation to advocate for the needs of women, heterosexuals and families living with and affected by HIV.
While there will not be quotas on the board heterosexual people and women living with HIV will be encouraged and mentored to nominate for the board of directors.
Should there be a gap in diversity on the board the board has the capacity to appoint up to three people to address that gap.
Are there negative implications for Straight Arrows as a result of the merger?
The provision of services to and capacity to advocate for heterosexual men, women and families will improve in the integrated organisation.
Much of Straight Arrows’ funding currently goes towards administration costs, governance and regulatory compliance. This will be streamlined under the new organisation and increase the funding available to programs. Straight Arrows will have access to more resources that come with being part of a larger organisation and access to in-house expertise. The growth that Straight Arrows has seen in its programs over the last year has been made possible, in part, through partnership with Living Positive Victoria. We anticipate this growth will only continue with the merger.
Will services for heterosexual men be run by gay men?
Straight Arrows is committed to providing services to heterosexual people living with HIV by their peers. Services for heterosexual men such as one on one peer support, peer support groups, and health promotion workshops will continue to be run by Straight Arrows program staff.
Gay men may play a supportive role in some aspects of some programs as the current staff at Living positive Victoria have great expertise to offer which will enhance the ability of the Straight Arrows tem to run effective programs.
Will heterosexual men and women still have a safe place to seek support?
Yes. It is recognised that women and heterosexual men have different needs and there is a commitment to provide services that are safe and appropriate for women, heterosexual men and their families. This includes the provision of one on one peer support, outreach, peer support groups and workshops that are run by and for women and heterosexual men living with HIV.
Some of these are new initiatives that will be made possible by the improved use of resources resulting from the merger.
Will Positive Women continue to work closely with the integrated organisation?
The integrated organisation will continue to work closely with Positive Women Victoria. Positive Women have been invited to attend meetings of the Strengthening Positive Voices working group as observers and their contribution has been highly valued.