Charter for Women & Change Queensland Women s Giving Circle

Charter for Women & Change Queensland Women s Giving Circle

Table of contents Background -------------------------------------------------------------------------------------------------- 1 1 Title -------------------------------------------------------------------------------------------------- 1 2 Commencement ------------------------------------------------------------------------------------ 1 3 Interpretation --------------------------------------------------------------------------------------- 1 4 Objects ----------------------------------------------------------------------------------------------- 2 5 Non profit -------------------------------------------------------------------------------------------- 2 6 Members --------------------------------------------------------------------------------------------- 3 7 Register ---------------------------------------------------------------------------------------------- 3 8 When Membership ends --------------------------------------------------------------------------- 4 9 Powers and duties of the Committee ------------------------------------------------------------- 4 10 Composition of the Committee -------------------------------------------------------------------- 5 11 Grant Policy ----------------------------------------------------------------------------------------- 6 12 Committees ----------------------------------------------------------------------------------------- 6 13 Financial records and documents ----------------------------------------------------------------- 6 14 Meetings --------------------------------------------------------------------------------------------- 6 15 Decision making ------------------------------------------------------------------------------------ 7 16 Notices ----------------------------------------------------------------------------------------------- 7 17 Distribution of surplus assets to another entity ------------------------------------------------- 7 18 Amendment to the charter ------------------------------------------------------------------------ 7 Schedule 1 --------------------------------------------------------------------------------------------------- 9 List of Inaugural Committee 10 Annexure 1 -------------------------------------------------------------------------------------------------- 11 27803659v4 Women and Change Queensland Women s Giving Circle

Charter for unincorporated association Background Women and Change Queensland s first Women s Giving Circle, was established in 2014. It has provided grants each year since establishment to a charity chosen by the members at the Annual Voting Evening. The Circle seeks to provide a supportive and empowering approach for women to experience philanthropy through collective giving and by doing so, raise their awareness of philanthropy and community causes in Queensland. Women become members by donating the prescribed tax-deductible donation and membership fee as determined from time to time by the committee. The Circle seeks to maximise the impact of the collective donation, by preferencing projects that provide new initiatives. The Committee now wish to formally set out the objects and commitments of the Members in furthering the core values of the Circle. The Committee hopes to encourage women from differing age groups, with varying levels of giving capacity and experience, from different backgrounds, professions and culture, to pool their resources to make a real difference to those who are in greatest need in Queensland. 1 Title This is the Charter for Women and Change ABN 33237099161 Queensland Women s Giving Circle, an unincorporated association of individuals. 2 Commencement This Charter is deemed to have commenced on the 5th day of October 2018 (Commencement Date). 3 Interpretation ACNC means the Australian Charities and Not-for-profits Commission. Circle means Women and Change Queensland Women s Giving Circle. Commencement Date has the meaning given in clause 2. Committee Guidelines means the document setting out the powers and duties of the Committee. Disqualified Person means a person who: (c) has been disqualified by the ACNC in the past 12 months; is, or within the last five years has been, an insolvent under administration; has been convicted of an indictable offence, whether or not the person was tried summarily; Women and Change Queensland Women s Giving Circle

(d) (e) is, or within the last five years has been, subject to an order disqualifying the person from managing a corporation; and is otherwise disqualified by law from being a member of the Committee. Committee means the Committee of Women and Change Queensland Women s Giving Circle. Grant Policy means the set out guidelines governing the Circle s grant procedure, as amended by the Members from time to time. Member means any person who becomes a Member under this charter. Member of Committee means a person who for the time being is a member of the Committee who is appointed from time to time in accordance with this Charter. Membership Guidelines means the document that sets out the expectations and obligations that govern Circle membership. Register has the meaning given in clause 7.1. 4 Objects 4.1 The objects of the Circle are to provide grants to charitable organisations with DGR status that can make an impact for those in need in Queensland provide a supportive and empowering approach for women to experience philanthropy through collective giving and in doing so raise their awareness of philanthropy and those in need 4.2 To achieve these objects the Circle aims to: (c) (d) increase the capacity of women interested in philanthropy through peer support and collective giving; encourage wide donor participation and inspire philanthropy; support Queensland based organisations capable of delivering social change; and facilitate high impact grant making. 5 Non profit 5.1 The Circle is a non profit organisation and the assets and income of the Circle are to be applied solely towards: the promotion of its objects as set out in this Charter; and exercising the Circle s powers. 5.2 It shall not carry on any activities for the purpose of profit or gain to its individual Members. 27803659v4 Women and Change Queensland Women s Giving Circle 2

5.3 Clause 5.2 does not stop the company from in good faith: paying a member for goods or services they have provided or expenses they have properly incurred at fair and reasonable rates or rates more favourable to the company. 5.4 No portion of its income, property, profits and financial surplus may be paid, distributed or transferred, directly, indirectly by way of dividend, property, bonus or otherwise by way of profit to its Members, Committee Members or their relatives except as provided by this Charter. 6 Members 6.1 The Members at the time of adoption of this Charter are the Committee. 6.2 The number of Members is unlimited. 6.3 An individual will be eligible to be a Member if they are: (c) (d) (e) female; not less than 18 years of age at the date of the application; committed to the objects of the Circle have paid in full the prescribed annual tax-deductible donation as set by the committee from time to time by the due date; and have paid the prescribed non tax-deductible membership fee by the due date as set by the committee. The donation and membership fees at the time of adoption of this Charter shall be constituted by the fees set out in the attached Schedule 1 with such fee being amended from time to time by a vote of the majority of the Committee. Should a potential member make partial payment of the donation by the due date, no vote will be granted, however those funds will be donated with members funds. 6.4 An individual must apply for membership in the form decided by the Committee from time to time. 6.5 The Committee will consider an application for membership at the next committee meeting held after it receives the application for membership. 6.6 The Committee must decide whether to accept or reject the application. 6.7 The Committee must notify the applicant of its decision, as soon as practicable after the Committee decides to reject an application. 6.8 Each Member must comply with the Membership Guidelines, including, but not limited to, guidelines about the payment of Circle fees. 6.9 Each Member has one vote at a meeting of the Circle. 7 Register 7.1 The Committee must keep a register of members of the Circle (Register). 27803659v4 Women and Change Queensland Women s Giving Circle 3

7.2 The Register must include the following particulars of each Member: (c) (d) (e) the full name of the Member; the date of birth of the Member the Member s preferred email address; the postal or residential address of the Member; and the date of admission as a Member. 7.3 The Register must be open for inspection by Members of the Circle at all reasonable times. 8 When Membership ends 8.1 Membership is annual and ends after the voting evening. Membership is renewed annually by fulfilling the requirements contained in 6.3 8.2 A Member may resign from the Circle by giving a written notice of resignation to the Committee. 8.3 The resignation takes effect at: the time the notice is received by the Committee; or if a later time is stated in the notice the later time. 8.4 The Committee may terminate a Member s membership if the Member: (c) does not comply with any of the provisions of this charter; fails to comply with the Membership Guidelines; or conducts herself in a way considered to be injurious or prejudicial to the character or interests of the Circle. 8.5 Subject to clause 8.6, before the Committee terminates a Member s membership, the committee must give the Member a full and fair opportunity to show why the membership should not be terminated. 8.6 The Committee may terminate a Member s membership immediately where that Member has not paid the Circle fees in accordance with the Membership Guidelines. 8.7 If, after considering all representations made by the Member, the Committee decides to terminate the membership, the secretary of the committee must give the Member a written notice of the decision. 9 Powers and duties of the Committee 9.1 The Committee is charged with the control, management and strategic direction of the Circle and the maintenance and protection of its resources. 27803659v4 Women and Change Queensland Women s Giving Circle 4

9.2 Without limiting clause 9.1, the specific powers and duties of the Committee are set out in the Committee Guidelines. 9.3 Each Member of the Committee must comply with the Committee Guidelines. 9.4 The Committee will have all of the specific powers and functions that the Association has expect for those powers or functions which are reserved to be exercised by the Members. 10 Composition of the Committee 10.1 The Committee of the Circle will consist of Members of the Circle. 10.2 The number of Members of the Committee shall be not fewer than three and not more than eleven. 10.3 The Committee at the time of adoption of this Charter shall be constituted by the persons set out in the attached Schedule 1. 10.4 The Committee will elect a chair, secretary and treasurer from amongst the Committee members. A Member of the Committee may only hold that position for a maximum period of three years. 10.5 The Committee may allocate responsibility for management of specific roles to Committee members such as Grants, Member recruitment, Communication, Events. 10.6 At the beginning of each Calendar Year, the Committee will meet, all positions will be declared vacant and nominations will be called for Committee members. 10.7 A Disqualified Person is not eligible for appointment to the Committee. 10.8 The office of a Committee Member shall become vacant if the Member: (c) (d) dies; is no longer a Member of the Circle; resigns his or her office by notice in writing to the Committee; and becomes a Disqualified Person. 10.9 If a position on the Committee becomes vacant, the Committee may fill the position until such time as a replacement is appointed by the Members. 10.10 A member of the Committee may be removed from office by a resolution of the Members present and entitled to vote at a meeting convened for that purpose. 11 Meetings of the Committee 11.1 The Members of the Committee shall meet at least three times a year. 11.2 A quorum at meetings will be a third of the committee. 27803659v4 Women and Change Queensland Women s Giving Circle 5

12 Grant Policy 12.1 The Committee is charged promoting the grant amongst charities who may be eligible, inviting applications and choosing a shortlist of three charities to present to Members on the Annual Voting Evening. 12.2 Each charitable organisation submitted in accordance with rule 11.1 above must comply with the Circle s Grant Policy. 12.3 The Grant Policy can be amended by a majority vote of Committee Members. 13 Sub Committees 13.1 The Committee may appoint such sub-committees as it may deem necessary or expedient to assist in the performance of its duties. Such sub-committees shall conduct their business in accordance with the directions of the Committee and shall periodically report their proceedings to the Committee. 13.2 Members of sub-committees may be members of staff, members of the community with particular skills relevant to the work of the sub-committee, or any other person considered appropriate by the Committee. 14 Financial records and documents Keeping of financial records 14.1 The financial year of the Circle shall be from July to June. 14.2 The Committee must comply with the relevant accounting standards and auditing requirements of unincorporated associations and any other relevant legislative authority. 14.3 The Committee must account for the funds received as tax deductible donations separately to the membership fee or raised by holding events. 14.4 Funds received for donations must only be applied towards grants. Funds received as membership fees or from events may be used towards administration expenses of running the Circle. 14.5 All monies received on account of the Circle shall be banked in the name of the Circle in a bank account at such bank as the Committee may from time to time direct. Keeping other documents 14.6 The Committee must ensure the safe custody of books, documents, instruments of title and securities of the Circle. 15 Meetings of Members 15.1 The Members of the Circle shall meet at least once a year, one of which must be a voting evening allowing members the opportunity to vote for their charity of choice from a shortlist provided by the committee. 27803659v4 Women and Change Queensland Women s Giving Circle 6

15.2 Attendance at meetings is not compulsory for Members. 15.3 Members may attend a meeting of the Circle via telephone or other electronic means. 15.4 A Member may nominate their vote in writing prior to a meeting or nominate a proxy to attend a meeting of the Circle on their behalf, where that Member has notified the Committee in writing of the proxy s appointment. A proxy may be a Member or another person. 15.5 A quorum for meetings is one third of the number of Members. 16 Decision making 16.1 Decisions made by the Members must be determined by a majority of votes of those present at the meeting and proxies receives. 16.2 Members may submit their votes prior to a meeting via email or other electronic means. 17 Notices All notices regarding Circle matters, including notification of meetings, will be sent to Members via their preferred email address, as set out in the Register. 18 Distribution of surplus assets to another entity 18.1 This rule applies if the Circle: is disbanded or wound up; and has surplus assets. 18.2 Where surplus assets remain after the winding up or dissolution of the Circle and the satisfaction of all of its debts and liabilities, it must not be distributed among Members. 18.3 The surplus assets must be given to another entity: having objects similar to the Circle's objects; and whose rules prohibit the distribution of the entity's income and assets to its Members. 18.4 The entity to receive the surplus assets under rule 18.3 must be decided by the Committee at or before the time of winding up or dissolution. If the Committee do not wish to decide, or do not decide, the Members by resolution must decide. 19 Amendment to the Charter 19.1 This Charter may be amended from time to time by a special meeting of the Members entitled to vote called for the purpose provided that: notice in writing of the proposed amendments has been given to all Members not less than fourteen days before the date of the special meeting; and 27803659v4 Women and Change Queensland Women s Giving Circle 7

the proposal to amend the Charter is supported by not less than two thirds of the Members present who are entitled to vote. 19.2 A record of all amendments to this Charter shall be recorded in an Annexure 1 attached to this Charter. The record shall include the dates on which the amendments were approved and the full text of the amendments made. 27803659v4 Women and Change Queensland Women s Giving Circle 8

Schedule 1 List of Fees as at Commencement Donation (Tax Deductible): Regular Member $1,000 Young Circle Member (under 35) $500 Donation must be received in full by 30 September of the relevant membership year. Membership Fee (Non Tax Deductible): $20 Women and Change Queensland Women s Giving Circle 9

Schedule 2 List of Inaugural Committee Committee Member Simone Campbell Annabelle Chapple Amy Cobb Sarah Goodman Genevieve Fraser Lesley-Anne Houghton Patrice McKay Norelle McHugh Lesley Ray Amanda Sartor 27803659v4 Women and Change Queensland Women s Giving Circle 10

Annexure 1 Date Amendment no. Amendment Reference 27803659v4 Women and Change Queensland Women s Giving Circle