Director

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.  

Passing a resolution outside a general or directors' meeting

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.

Role of the board

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. 
 

When their term expires the director must stop

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.

Objectives

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. 

Good corporate governance processes and practices ensure the corporation achieves its purpose and objectives, and delivers the outcomes that the members and stakeholders expect.

What good governance looks like

When governance is set up well, these are some outcomes you can expect in your corporation.