CATSI Act corporations are member-controlled. Members appoint directors to make decisions about the governance of the corporation. This includes setting the strategic direction of the corporation, appointing and overseeing the performance of senior executive of the corporation, such as the chief executive officer, and monitoring the finances and operations of the corporation. Directors need to act in the best interests of the corporation.
Our relationships – with our family, friends, community and organisations – create obligations or responsibilities to others. We call these ‘interests’.
You may have an interest in something:
Your interest may influence or could be seen to influence your thinking or behaviour about that thing.
A conflict of interest is a situation where:
An audit report is an independent evaluation of a corporation's financial report.
Your corporation must lodge an audit report each year if it’s a:
Small corporations with a CGOI of $100,000 or less don’t have to do an audit report.
Members and directors can pass resolutions without a meeting. These are called ‘circulating resolutions’. The proposed resolution is written down and sent to all the people who can vote on it.
To pass a circulating resolution, every director or member who can vote on the matter must sign the document saying they agree to the resolution. This gives a unanimous agreement.
The resolution is passed when the last person signs it.
Board composition is about the structure and diversity of people serving on the board.
It's about having the right team to govern your corporation effectively. The ideal number of people to be effective and efficient discussion and making decisions for the corporation. People with the right knowledge, skills, experience, age and character to help the corporation consider a range of information and perspectives when making decisions. What makes the right team will look different for corporations of different purpose, size, location and business activities etc.
A board of directors is a group of individual directors appointed to oversee a corporation's governance and performance.
The board's role is to provide high-level oversight, strategic direction, governance, and accountability to ensure the corporation is operating effectively, lawfully and in the best interests of its members while working towards achieving the corporation's purpose.
The board is responsible for driving the corporation forward while keeping it under control and operating lawfully. There are 2 main areas the board looks after:
The term of appointment is how long a person is appointed to be a director.
A person cannot continue to act as a director once their term has expired. They are not a director.
Any decisions made by a person after their term as a director has expired are not legally effective. For example, a vote by that person at a directors’ meeting would not be counted.
Make sure directors cease their role when their term ends to avoid the risk of your corporation’s decisions being invalid.
A charity can apply to be endorsed by the Australian Tax Office (ATO) for deductible gift recipient (DGR) status. This allows people who donate money or property to the corporation to claim it on their tax. If you want to apply for DGR status you’ll need to include these rules.
Include this rule in your objectives: To operate and maintain a gift fund to be known as ‘The [insert name of gift fund] Gift Fund’ in accordance with the requirements of the Income Tax Assessment Act 1997.
