[{"id":"d9dd450c-8291-4d84-9b2f-b3b90e518644","order":1,"text":"BOARD CHARTER AND DELEGATIONS OF AUTHORITY","fontSize":"20","textAlign":"center","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"9045e9d2-fee1-4e6e-98ae-89dd7153ed3b","order":2,"text":"Governance framework adopted in accordance with the Australian Charities and Not-for-profits Commission Act 2012 (Cth) and the ACNC Governance Standards","fontSize":"12","textAlign":"center","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true},{"id":"ffe999e4-60fd-4d6f-9c06-434699e4fb45","order":3,"text":"This Board Charter and Delegations of Authority (the "Charter") is adopted by the Board of [Full legal name of the charity] [legal structure] ([the Charity]).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"09491db2-5cbe-4e22-8fd9-833cb7c58688","order":4,"text":"ABN: [Australian Business Number]. ACNC Registration: [ACNC registration status / date]. Registered office: [Registered address, State/Territory].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"416d56dc-dcb3-49f2-94eb-dbc67cb8f499","order":5,"text":"This Charter takes effect on [Effective date] and was approved by resolution of the Board on [Date of Board resolution].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"52843b28-c21e-401f-a44b-fad1f0c1f2f4","order":6,"text":"PREAMBLE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"cc29063f-1810-438d-b7f2-9f44482097fd","order":7,"text":"The Charity is a not-for-profit entity registered with the Australian Charities and Not-for-profits Commission (the "ACNC"). The Board is committed to a high standard of governance that gives donors, funders, banks, insurers, members and the wider public confidence that the Charity is well governed, that its assets and reputation are protected, and that it operates lawfully and consistently with its charitable purpose.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8defb1b1-119a-4363-8257-ebef8aa91e7f","order":8,"text":"This Charter records the role and authority of the Board, the duties of Responsible Persons, the way the Board conducts its business, and the delegations of authority under which day-to-day decisions are made. It is intended to demonstrate compliance with the ACNC Governance Standards and to support, rather than displace, the Charity's Governing Document (its constitution or rules). Where any inconsistency arises between this Charter and the Governing Document or any applicable law, the Governing Document and the law prevail.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"fee703f6-4564-4950-bebf-160ab6e4b958","order":9,"text":"1. DEFINITIONS AND INTERPRETATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S01"},{"id":"39895733-5732-46f4-86bd-4b35eca09c37","order":10,"text":"In this Charter, unless the context requires otherwise: "ACNC" means the Australian Charities and Not-for-profits Commission; "ACNC Act" means the Australian Charities and Not-for-profits Commission Act 2012 (Cth) and the regulations made under it, including the Governance Standards and, where applicable, the External Conduct Standards; "Board" means the board, committee of management or other body of Responsible Persons that governs the Charity; "CEO" means the Chief Executive Officer or equivalent senior officer (however titled) to whom the Board delegates responsibility for the day-to-day management of the Charity, if any; "Chair" means the person for the time being holding the office of chair of the Board; "Conflict of Interest" means any actual, potential or perceived conflict between the duties or interests of a Responsible Person and the interests of the Charity, including any material personal interest; "Director" means a member of the Board, however described in the Governing Document; "External Conduct Standards" means the external conduct standards set out in the ACNC Act that apply to a charity operating outside Australia; "Financial Year" means the financial year of the Charity as fixed under the Governing Document or applicable law; "Governance Standards" means the governance standards set out in the ACNC Act; "Governing Document" means the constitution, rules or other document that establishes and governs the Charity; "Members" means the members of the Charity as recorded in its register of members; "Related Party" has the meaning given in the ACNC Act and includes a Responsible Person and their close associates; "Responsible Person" has the meaning given in the ACNC Act and includes each Director and any other person who is responsible for governing the Charity; and "Secretary" means the person appointed to perform the secretarial functions of the Board.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c563c3b3-249a-4357-9e7a-bbe667ec29dc","order":11,"text":"Headings are for convenience only and do not affect interpretation. The singular includes the plural and vice versa. A reference to legislation includes any amendment, re-enactment or replacement of it. A reference to a person includes a body corporate and an unincorporated body.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ebd464f2-0102-42bb-9127-8be6317c665c","order":12,"text":"2. PURPOSE AND NOT-FOR-PROFIT CHARACTER","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S02"},{"id":"6b9acfdb-2eeb-462f-8fb7-4b56947f5501","order":13,"text":"The Charity is established and operated to pursue its charitable purpose, being: [Statement of the charity's purpose, as set out in its governing document].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"236b8707-2498-42a5-9cae-6132f130224c","order":14,"text":"Consistent with ACNC Governance Standard 1, the Board must ensure that the Charity is operated on a not-for-profit basis and works towards its charitable purpose. The income and property of the Charity must be applied solely towards promoting that purpose. No portion of the Charity's income or property may be paid or transferred, directly or indirectly, by way of profit or dividend to any Member or Responsible Person, except for genuine reimbursement of expenses properly incurred, or reasonable remuneration for services actually rendered where permitted by the Governing Document and applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c932bde7-19ef-44bd-92d9-42ac682996a7","order":15,"text":"The Board must make information about the Charity's purpose available to the public and must ensure the Charity's activities remain directed towards that purpose.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c22736d2-fa89-428b-9d67-289846ad9601","order":16,"text":"3. ROLE AND AUTHORITY OF THE BOARD","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S03"},{"id":"ad834b06-e599-4bc4-9939-9539bde27297","order":17,"text":"The Board is collectively responsible for the governance of the Charity and holds ultimate authority for its direction, control and oversight. Subject to the Governing Document and applicable law, the Board is responsible for, without limitation: setting and safeguarding the Charity's purpose, values and strategic direction; approving strategic and business plans and annual budgets; overseeing the Charity's financial position, performance and sustainability; establishing and monitoring the systems of risk management and internal control; ensuring compliance with the ACNC Act, the Governing Document and all other applicable laws; appointing, supporting and, where necessary, removing any Chief Executive Officer or equivalent senior officer, and overseeing their performance; approving major transactions, commitments and policies; and maintaining accountability to Members, funders and the public.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9d1848aa-3483-4bd8-8cce-83f475f99a1b","order":18,"text":"The Board exercises its authority collectively through properly constituted meetings and resolutions. An individual Director has no authority to act on behalf of the Charity except to the extent expressly delegated under this Charter or authorised by the Board.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1ce8093f-df21-428e-b01b-a1966bf39385","order":19,"text":"The Board may delegate any of its powers to a committee, to the Chair, to the CEO or to another person, in accordance with the delegations of authority set out in this Charter and the Governing Document. The Board remains responsible for the exercise of any delegated power and must maintain effective oversight of each delegate.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1ede9a7e-1380-4740-ac5c-797eab00bdd5","order":20,"text":"4. COMPOSITION, APPOINTMENT AND TENURE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S04"},{"id":"a04873fd-34bd-45d7-81c5-8232109c940b","order":21,"text":"The Board is to comprise the number of Directors provided for in the Governing Document, being not fewer than [minimum] and not more than [maximum] Directors. The Board should be composed so that, taken as a whole, it holds the skills, knowledge, experience and diversity necessary to govern the Charity and to advance its purpose.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0d14662f-4977-4d30-b7ac-31928cd9ca5d","order":22,"text":"Directors are appointed, and may retire or be removed, in the manner set out in the Governing Document. Each Director holds office for a term of [term], subject to any rotation, retirement and re-election requirements in the Governing Document. The Board should undertake succession planning to ensure continuity of governance and an orderly renewal of its membership.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b5ab2767-8d49-4737-9377-6c56f64d505d","order":23,"text":"On appointment, each Director must be provided with a letter of appointment or induction materials setting out their role, the duties of a Responsible Person, this Charter and the Governing Document, and must be given the opportunity to undertake induction and ongoing governance training.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e3cda6f2-12d8-406d-8268-b8fdaf643390","order":24,"text":"5. OFFICE HOLDERS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S05"},{"id":"6c511b92-d5a6-4d49-aa78-56c12d76d681","order":25,"text":"The Board must appoint a Chair from among the Directors. The Chair is responsible for leading the Board, presiding at meetings, promoting effective participation and decision-making, and acting as the principal point of liaison between the Board and management. If the Chair is absent from a meeting or the office is vacant, the Directors present must elect one of their number to chair that meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e59dc867-4949-4dd0-9b59-2f2c2cf697f1","order":26,"text":"The Board must ensure that a Secretary is appointed to convene meetings, prepare agendas in consultation with the Chair, keep minutes and maintain the Charity's registers and governance records. The Board may also appoint a Treasurer or equivalent to oversee financial oversight and reporting to the Board.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f89330a4-3737-474d-ab63-6226ec936e42","order":27,"text":"6. BOARD PERFORMANCE, VACANCIES AND REMOVAL","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S06"},{"id":"7da4c00b-2fde-461a-9cfd-e7ed0f7822ed","order":28,"text":"The Board must periodically, and at least once each Financial Year, review its own performance and that of its individual Directors and committees, whether by self-assessment or independent review, and must act on the outcomes of that review to strengthen its governance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3f4e40da-363d-49dd-b990-b8eb90dab4f3","order":29,"text":"The office of a Director becomes vacant, and a Director may be removed, in the circumstances set out in the Governing Document and applicable law, including where the Director becomes disqualified, resigns, is absent from meetings without leave for the period specified in the Governing Document, or is removed by the Members or the Board in accordance with the Governing Document. A casual vacancy may be filled in the manner provided by the Governing Document. The Board must take reasonable steps to fill any vacancy that would leave the Board below its minimum number or without the skills necessary to govern the Charity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3c11678e-2207-49dc-b1cc-82d7d3e6a18a","order":30,"text":"7. REMUNERATION AND REIMBURSEMENT OF RESPONSIBLE PERSONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S07"},{"id":"ef1432b5-3bce-435b-886e-31d7d269f27b","order":31,"text":"Consistent with the Charity's not-for-profit character, a Responsible Person is not entitled to be remunerated for acting as a Responsible Person, except to the extent expressly permitted by the Governing Document and applicable law. Where remuneration or the provision of any benefit to a Responsible Person or a Related Party is permitted, it must be no more than reasonable, must be authorised by the Board with the interested person taking no part in the decision, must be assessed against the requirements applying to related party transactions, and must be properly documented and, where required, disclosed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fed13188-60e9-4c91-8d07-5b4db0366c10","order":32,"text":"A Responsible Person is entitled to be reimbursed for reasonable out-of-pocket expenses properly incurred in performing their role, on production of appropriate evidence and in accordance with any expense policy approved by the Board. No payment or benefit may be made that would cause the Charity to cease to be operated on a not-for-profit basis.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"392fb7b9-c50c-47e3-b38f-b763d4123199","order":33,"text":"8. DUTIES OF RESPONSIBLE PERSONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S08"},{"id":"e8ec84ff-90e4-441a-a815-3236f931c048","order":34,"text":"Consistent with ACNC Governance Standard 5, each Responsible Person must, in the exercise of their role: act with reasonable care and diligence; act honestly and in the best interests of the Charity and for its charitable purpose; not misuse their position or information obtained in that role; disclose and manage any Conflict of Interest; ensure that the Charity's financial affairs are managed responsibly; and not allow the Charity to operate while it is insolvent, or where there are reasonable grounds to suspect it is or would become insolvent.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f37c3e5d-6bea-47db-9501-08b2c36898ad","order":35,"text":"These duties reflect, and are in addition to, the duties imposed on Responsible Persons by the ACNC Act and any duties applicable under the Corporations Act 2001 (Cth) or the legislation under which the Charity is incorporated. Each Responsible Person is expected to prepare for and participate actively in meetings, to bring an independent mind to Board decisions, and to keep their knowledge of their duties current.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1f32b735-2683-4748-93f3-5879f2ad1c28","order":36,"text":"9. SUITABILITY OF RESPONSIBLE PERSONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S09"},{"id":"5d05d720-fa98-4922-b372-a5b6ef031708","order":37,"text":"Consistent with ACNC Governance Standard 4, the Board must take reasonable steps to ensure that each Responsible Person is not disqualified from managing a corporation under the Corporations Act 2001 (Cth) and is not disqualified from being a Responsible Person by the ACNC Commissioner.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"91b01013-b631-479b-b760-9ceb636dce97","order":38,"text":"Before appointment, each prospective Responsible Person must provide a signed declaration confirming their eligibility, and the Board may undertake reasonable background checks appropriate to the role. Each Responsible Person must promptly notify the Board if they become disqualified or if any matter arises that would affect their eligibility. The Board must take reasonable steps to remove any Responsible Person who becomes disqualified.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3cab5748-e897-465c-81c9-ee44eb451c4a","order":39,"text":"10. CONFLICTS OF INTEREST AND RELATED PARTY TRANSACTIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S10"},{"id":"647148f4-d5a5-48a8-b3f5-7ea789aacfab","order":40,"text":"Each Responsible Person must disclose to the Board, as soon as they become aware of it, any material personal interest or any actual, potential or perceived conflict between their duty to the Charity and any other interest or duty. A standing agenda item for the declaration of conflicts must be included at each Board meeting, and a register of interests must be maintained.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2e199268-feaa-4c98-b039-5509282dadf9","order":41,"text":"A Responsible Person with a material conflict in a matter must not be present during the Board's deliberations on that matter, and must not vote on it, unless the Board (excluding the conflicted person) resolves otherwise in accordance with the Governing Document and applicable law. Related party transactions must be identified, assessed and, where required, approved and disclosed in accordance with the ACNC Act and the Charity's policies.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4a4dd1ff-28f9-466b-94f4-265357c98925","order":42,"text":"11. CODE OF CONDUCT, COMPLAINTS AND WHISTLEBLOWER PROTECTIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S11"},{"id":"00c38fb6-8b3f-4156-99f2-8d20101d3f8e","order":43,"text":"The Board must adopt and maintain a code of conduct setting the standards of behaviour expected of Responsible Persons, staff and volunteers, and must lead by example in observing it. The Board must ensure that the Charity has a fair and accessible process for receiving and handling complaints and grievances from Members, beneficiaries, staff, volunteers and the public, and for dealing with any breach of the code of conduct.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c063142b-961f-4ce8-8f17-201f44163c27","order":44,"text":"The Board must support a culture in which concerns about wrongdoing, including any actual or suspected fraud, corruption, misconduct or breach of law, can be raised safely. Any person who, in good faith, discloses such a concern must not be subjected to detriment, dismissal or victimisation as a result, and their identity must be kept confidential to the extent permitted by law. The Board must ensure that disclosures are properly investigated and, where required, reported to the relevant authority or regulator.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ed14683a-6e1a-40bf-abdc-8419982fc2ec","order":45,"text":"12. ACCOUNTABILITY TO MEMBERS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","displayConditions":[{"field":"d29652c1-3f73-4e6c-af9f-2e96017bd0d3","value":"yes","type":"add","operator":"="}],"sectionNum":"S12"},{"id":"fa451a55-edaf-4be8-8b9c-ca97cdd3c6dc","order":46,"text":"Consistent with ACNC Governance Standard 2, the Board must take reasonable steps to be accountable to the Members and to give Members adequate opportunity to raise concerns about how the Charity is governed. The Board must ensure that a general meeting of Members is held in accordance with the Governing Document, that Members receive adequate notice of meetings, and that Members are given access to appropriate information about the Charity's governance and financial performance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"d29652c1-3f73-4e6c-af9f-2e96017bd0d3","value":"yes","type":"add","operator":"="}]},{"id":"e0eedfaf-6fa8-453e-8dae-8a939388ca9a","order":47,"text":"13. COMPLIANCE WITH AUSTRALIAN LAWS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S13"},{"id":"effe51e0-9879-4cfc-9d1c-185c014855ad","order":48,"text":"Consistent with ACNC Governance Standard 3, the Charity must not engage in conduct, or omit to engage in conduct, that may be dealt with as an indictable offence under an Australian law, or that may give rise to a civil penalty of 60 penalty units or more. More broadly, the Board must take reasonable steps to ensure the Charity complies with all applicable Australian laws, including work health and safety, workplace relations, privacy, taxation, and any fundraising or licensing requirements in each State or Territory in which the Charity operates.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4deca7e9-27e1-4006-a152-7bee1c82abac","order":49,"text":"The Board must promptly notify the ACNC of any change to the Charity's Responsible Persons, Governing Document, registered address, or other details required to be notified, and must lodge the Charity's Annual Information Statement and any required financial reports by the due dates.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8597e552-cbd8-40e4-8c13-783087c0c646","order":50,"text":"14. SAFEGUARDING AND NATIONAL REDRESS SCHEME","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S14"},{"id":"892b5a23-2a0a-43cd-b256-75c86ee87826","order":51,"text":"The Board must take reasonable steps to protect the safety and wellbeing of the people the Charity works with, in particular children and vulnerable people. Where the Charity engages with children or vulnerable people, the Board must ensure that appropriate safeguarding policies, screening and background checks (including any working-with-children checks required by law), training, supervision and reporting processes are in place, and that any suspected abuse is reported to the appropriate authority.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c02bc7aa-593b-44a1-a2f4-e700733cac5d","order":52,"text":"Consistent with ACNC Governance Standard 6, the Board must take reasonable steps to ensure that the Charity becomes, and remains, a participating non-government institution in the National Redress Scheme for Institutional Child Sexual Abuse if the Charity is, or is likely to be, identified as being involved in the abuse of a person in connection with an application for redress or a request from the Scheme Operator. The Board must cooperate with the Scheme as required by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"15c99bb1-d322-4e8c-975a-37a3244cf365","order":53,"text":"15. BOARD MEETINGS AND PROCEDURES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S15"},{"id":"84808680-3a00-4096-953b-481e5680326c","order":54,"text":"The Board must meet as often as is necessary to discharge its responsibilities, and in any event not fewer than [number] times in each financial year. Meetings may be held in person, by telephone or by electronic means, provided that each participating Director can hear and be heard by the others.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ae0d1c87-e8ed-4733-8a78-253c945c60ad","order":55,"text":"Reasonable notice of each meeting, together with an agenda and supporting papers, must be given to each Director. A quorum for a meeting of the Board is [quorum] Directors present and entitled to vote, unless the Governing Document provides otherwise. No business may be transacted unless a quorum is present.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8a106522-c019-4eff-9d55-2648b3447cff","order":56,"text":"Each Director has one vote. Questions arising at a meeting are decided by a majority of the votes of the Directors present and entitled to vote. In the case of an equality of votes, the Chair [has / does not have] a second or casting vote, as provided in the Governing Document. The Board must strive for decisions by consensus wherever practicable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5a73b09e-3417-4362-aae7-e3a4d9e5b7b1","order":57,"text":"A resolution in writing signed or assented to by all Directors entitled to vote (including by electronic means) is as valid and effective as a resolution passed at a duly convened meeting. Minutes of each meeting, recording those present, the matters considered, the declarations of interest made and the resolutions passed, must be kept and approved at the next meeting, and must be retained as part of the Charity's records.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"378cb9b1-2418-47ba-b9aa-f7a0a8b64a5b","order":58,"text":"16. EXTERNAL CONDUCT STANDARDS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","displayConditions":[{"field":"94b7d856-b9ac-4bfc-8e3e-ef2e1805d0cd","value":"yes","type":"add","operator":"="}],"sectionNum":"S16"},{"id":"fe44ae7a-dc86-42d9-bd94-b04bb60a8115","order":59,"text":"Because the Charity operates outside Australia, including by conducting activities overseas or sending funds or other resources overseas, the Board must take reasonable steps to comply with the ACNC External Conduct Standards, which apply in addition to the Governance Standards. Accordingly, the Board must ensure that: the Charity's activities outside Australia, and the control of its resources outside Australia, further its charitable purpose and are operated on a not-for-profit basis; the Charity keeps records that adequately explain its overseas activities and financial affairs; the Charity takes reasonable steps to minimise the risk of its funds or resources being misused, and to prevent, identify and respond to fraud, bribery, corruption, money laundering and the financing of terrorism; and the Charity takes reasonable steps to protect vulnerable individuals in connection with its overseas activities.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"94b7d856-b9ac-4bfc-8e3e-ef2e1805d0cd","value":"yes","type":"add","operator":"="}]},{"id":"aa9c4d6c-5661-423c-a8f3-4de2eb86a7d0","order":60,"text":"The Board must ensure that overseas activities and funding are approved by more than one person, that funds are transferred through secure and monitored channels with confirmation of receipt, that any third party working with the Charity overseas is appropriately assessed and bound by a written agreement setting out its responsibilities, and that overseas projects and third parties are monitored through regular progress and financial reporting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"94b7d856-b9ac-4bfc-8e3e-ef2e1805d0cd","value":"yes","type":"add","operator":"="}]},{"id":"5d9b748d-4ed7-42ef-b837-5d8062042b70","order":61,"text":"17. COMMITTEES OF THE BOARD","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","displayConditions":[{"field":"64873c24-b0f2-4c6d-9988-39a4a307154b","value":"yes","type":"add","operator":"="}],"sectionNum":"S17"},{"id":"c7f250e9-ab95-4079-a817-663457d244e3","order":62,"text":"The Board may establish committees, including [e.g. Finance, Audit and Risk Committee; Nominations Committee], to assist it in discharging its responsibilities. Each committee operates under written terms of reference approved by the Board, which set out the committee's membership, authority, and reporting obligations. A committee may only exercise the powers delegated to it by the Board, and the Board remains responsible for the oversight of each committee. The minutes and recommendations of each committee must be reported to the Board.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"64873c24-b0f2-4c6d-9988-39a4a307154b","value":"yes","type":"add","operator":"="}]},{"id":"79a41466-e871-4625-8521-f2ce54538891","order":63,"text":"18. FINANCIAL MANAGEMENT AND REPORTING","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S18"},{"id":"5403be7c-ba68-4d0c-935e-7be4ff4bb005","order":64,"text":"The Board is responsible for the prudent management of the Charity's financial affairs. The Board must approve an annual budget, receive and consider financial reports at each meeting sufficient to enable it to understand and monitor the Charity's financial position, and set and monitor appropriate indicators of financial health. The Board must ensure that proper accounting records are kept, that funds are applied only for the Charity's purpose, and that the Charity maintains adequate financial controls, including segregation of duties and dual authorisation of payments above the limits set out in this Charter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"227f096d-359e-4db6-b4fc-d05d1ee790f7","order":65,"text":"The Board must ensure that the Charity's financial statements are prepared, audited or reviewed where required, and lodged in accordance with the ACNC Act and any other applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"51dffac0-07fb-43a1-a747-aa26f9eca938","order":66,"text":"19. DELEGATIONS OF AUTHORITY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S19"},{"id":"6868d161-0cff-46fc-a87d-e0c03f3c1e65","order":67,"text":"The Board delegates the following authorities so that the Charity may operate efficiently, while retaining oversight and ultimate responsibility. Every delegate must exercise their delegated authority honestly, within the approved budget, in the best interests of the Charity, and consistently with this Charter, the Governing Document and applicable law. A delegate must not sub-delegate an authority unless expressly permitted by the Board. The Board may vary or revoke any delegation at any time.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f613a192-d29b-4188-a647-1bdf34956f37","order":68,"text":"Matters reserved to the Board (which may not be delegated) include: approval of the strategic plan and annual budget; approval of the annual financial statements and Annual Information Statement; any change to the Governing Document; the acquisition, disposal or encumbrance of real property; entry into any borrowing or financial commitment above the limit set out below; the appointment or removal of a Chief Executive Officer or auditor; the establishment or winding up of a committee; and any matter required by law or the Governing Document to be decided by the Board or the Members.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3e35c09b-b0d0-4579-bea1-1c867b4f9d95","order":69,"text":"FINANCIAL DELEGATIONS","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true,"marginTop":"6"},{"id":"c202758d-bde6-4aa8-8e58-292f49436bc6","order":70,"text":"Operational expenditure within the approved budget may be authorised as follows: expenditure up to AUD [limit] may be approved by the CEO; expenditure above that amount and up to AUD [limit] may be approved by the Chair together with one other Director; and expenditure above that amount, or any expenditure not provided for in the approved budget, requires approval of the Board.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6285ede2-ae80-4c2b-8131-5df3a1c1eda3","order":71,"text":"All payments must be made from the Charity's bank accounts and require authorisation by at least [number] authorised signatories. No single person may both approve and disburse the same payment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"da42d4f6-e9bb-4472-8ff1-c31cb9cbc665","order":72,"text":"The Board authorises the following persons to operate the Charity's bank accounts and to be signatories, subject to the dual-authorisation requirement above: [names / offices of authorised signatories].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3ef2dbdb-3d99-431a-bbb7-e82aa6cfbb6a","order":73,"text":"CONTRACT AND OPERATIONAL DELEGATIONS","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true,"marginTop":"6"},{"id":"750c13a6-7015-4a7e-bb1b-36dd93bf2f73","order":74,"text":"Contracts within the approved budget and below the financial limits set out above may be entered into by the CEO on behalf of the Charity. Contracts above those limits, and any contract of an unusual, long-term or high-risk nature, require Board approval. The engagement, management and termination of staff and volunteers within the approved budget and organisational structure is delegated to the CEO, subject to compliance with the Fair Work framework and the Charity's policies.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6c89db6b-e0de-48f3-9c28-23cd239ca770","order":75,"text":"EXECUTION OF DOCUMENTS","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true,"marginTop":"6"},{"id":"d063773a-3f4e-4000-846a-ad78e843c833","order":76,"text":"Documents are executed by the Charity in the manner permitted by the Governing Document and applicable law, including, where the Charity is a company, in accordance with section 127 of the Corporations Act 2001 (Cth). Any common seal must be kept in the custody authorised by the Board and may only be affixed with the authority of the Board and in the presence of the persons authorised by the Governing Document. The Board may authorise specified office holders to execute routine documents within their delegated authority.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"10d2677d-8069-4636-90d0-543e03d1a3e8","order":77,"text":"ACCOUNTABILITY OF DELEGATES","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true,"marginTop":"6"},{"id":"f11f7456-d952-4423-a310-80271170af9e","order":78,"text":"A delegate may not sub-delegate an authority except where, and to the extent, expressly permitted by the Board in writing. Each delegate must exercise their authority within the limits and conditions set by the Board, must keep adequate records of decisions made under a delegation, and must report on the exercise of delegated authority to the Board at each meeting or as the Board requires. The Board must periodically review the delegations in this Charter to ensure they remain appropriate.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"32f448da-3842-4240-9e50-fdb7e89ae7e8","order":79,"text":"CHIEF EXECUTIVE OFFICER","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true,"marginTop":"6","displayConditions":[{"field":"e80c82b7-c16f-441f-92b7-b257a753f1a4","value":"yes","type":"add","operator":"="}]},{"id":"29ee4c7c-9614-4d61-ae73-74580ca5ddb3","order":80,"text":"The Board delegates to the CEO responsibility for the day-to-day management and administration of the Charity, within the strategic direction, budget, policies and delegations approved by the Board. The CEO is accountable to the Board through the Chair, must report to the Board at each meeting, and must promptly escalate to the Board any matter that is material, outside the approved budget or delegations, or that carries significant risk to the Charity. The Board must review the performance of the CEO at least annually.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"e80c82b7-c16f-441f-92b7-b257a753f1a4","value":"yes","type":"add","operator":"="}]},{"id":"79e37275-31cc-4407-a38f-c9b288c24131","order":81,"text":"20. RISK MANAGEMENT AND INSURANCE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S20"},{"id":"59280661-a578-4fbd-998b-5d1705397cfc","order":82,"text":"The Board must identify, assess and monitor the material risks facing the Charity, and must maintain a risk management framework proportionate to the size and nature of its activities. The Board must ensure that the Charity holds appropriate insurance, including, where appropriate, directors' and officers' liability insurance, public liability insurance and any insurance required by law or by the Charity's activities.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f41137bf-eb05-46ab-86f7-94ec4d1146f3","order":83,"text":"To the extent permitted by the Governing Document and applicable law, the Charity indemnifies each Responsible Person against liabilities incurred in good faith in the proper performance of their role, other than liabilities arising from a lack of good faith, wilful default or a breach of duty owed to the Charity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"423029c7-7c1e-4456-b382-a165d76f7795","order":84,"text":"21. RECORDS, INFORMATION AND PRIVACY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S21"},{"id":"b6e4cc87-245f-4d97-9d80-2548db8fe697","order":85,"text":"The Board must ensure that the Charity keeps accurate records of its operations and finances, and governance records including minutes, registers of Members and Responsible Persons, the register of interests, and this Charter, for the periods required by the ACNC Act and other applicable law. The Board must ensure that personal information is handled in accordance with applicable privacy law, and that confidential information of the Charity is protected. Board papers and deliberations are confidential to the Board unless the Board decides, or the law requires, otherwise.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c566538d-90a5-42c2-8ae5-988fd2e91f5a","order":86,"text":"22. REVIEW AND AMENDMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S22"},{"id":"3de0dfd8-18e6-4e6a-9592-b65cfee1af49","order":87,"text":"The Board must review this Charter at least once every [period] and otherwise as required to ensure it remains current and effective. This Charter may be amended by resolution of the Board, provided that no amendment may be inconsistent with the Governing Document or applicable law. Any amendment takes effect from the date of the resolution or such later date as the Board specifies.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b923c4f3-c6dd-4fd4-bca5-5478bb8a012f","order":88,"text":"23. GENERAL PROVISIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S23"},{"id":"4f10b1d1-ebd1-4332-95d2-2d1ef2c9f899","order":89,"text":"This Charter is to be read together with, and is subject to, the Governing Document and applicable law. If any inconsistency arises, the Governing Document and applicable law prevail, and this Charter is to be read down to the extent necessary to remove the inconsistency. If any provision of this Charter is or becomes invalid or unenforceable, that provision is severed and the remaining provisions continue in full force. A failure or delay by the Board to exercise a power or enforce a requirement under this Charter does not operate as a waiver of it. This Charter states the framework of governance and delegation adopted by the Board and supersedes any previous board charter or delegations of authority adopted by the Charity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"004a77a3-0eb4-4484-8ddf-8db611c1743a","order":90,"text":"24. GOVERNING LAW","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S24"},{"id":"89089894-7837-4141-b955-6bd2b9b6d033","order":91,"text":"This Charter is governed by the laws of [State/Territory], Australia, and by the ACNC Act and other applicable Commonwealth law. The Charity and its Responsible Persons submit to the framework of governance and dispute resolution provided for in the Governing Document.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"16dd0748-293f-4281-a468-148e751516a6","order":92,"text":"ADOPTION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16"},{"id":"1b839cab-d7e4-4fa1-971b-3094993d2f61","order":93,"text":"This Charter was adopted by resolution of the Board of [Full legal name of the charity] on [Date of Board resolution].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"38002f24-b1df-4aec-998a-1f13f94b934c","order":94,"text":"Signed for and on behalf of the Board:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"508cfad5-d7b3-4b46-aa3e-5a112e8348ee","order":95,"text":"_______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true,"marginTop":"10"},{"id":"6fa4ceaf-b83e-41e7-b081-13148b4c0be0","order":96,"text":"[Name of the Chair], Chair","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"e91ef40d-f933-4cad-83f5-97222629368b","order":97,"text":"Date: [Date]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"bcfdf9bd-1899-4753-ab1b-c9fa515f0e4c","order":98,"text":"_______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true,"marginTop":"10"},{"id":"fdee0cd9-fa7c-4038-8f30-ff11a99b543b","order":99,"text":"[Name of the Secretary], Secretary","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"84dc2ee2-e64d-47a5-8489-2d6d490f91b1","order":100,"text":"Date: [Date]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true}]