Philanthropy Australia Inc Comparative Table
Current Rules
Proposed New Rules
Currently Philanthropy Australia Inc has a ‘Statement of Purposes’
and the ‘Statement of Rules’. As a result of the Associations
Incorporation Reform Act 2012, the purposes and powers currently
in the Statement of Purposes are now incorporated in the Rules.
Rule 2 contains the purpose being ‘to advance philanthropy in Australia’
consistent with the current purpose with some added words to cover the activities
reflecting clause 2(a)-(i) and the current goals of Philanthropy Australia.
The purposes are currently in clause 1 as expanded in clause 2(a)(i) of the Statement of Purposes.
Rule 2(a) and (b) are new but encompass to some extent the concept of a peak
body in the current para (a).
Clause 2(a) is not repeated but is expanded to the specific activities
in the new Rules.
The powers set out in clause 2 from paragraph (j) were standard.
The powers set out in Rule 3 have been updated and streamlined as is standard
for current Rules for a charitable association.
Rule 2 (of the Rules) relates to definitions and interpretations.
Rule 19 now sets out the definitions and interpretations. These have been
updated to reflect the terminology used in the Rules.
Rule 3 deals with membership.
Rule 5 sets out the requirements in relation to membership. The same classes of
membership are retained, though these have been renamed as follows:
(a)
Full Member = Member
(b)
Associate Member = Associate
(c)
Honorary Member = Honorary Member
The way of determining which class a member is eligible for is largely similar and
will be further expanded in a membership policy which will allow some discretion
to the Council in those instances where it is difficult to determine which is the
correct membership category. Honorary Members have been kept the same.
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Current Rules
Proposed New Rules
Rules 3.1 and 3.3 set out the categories of membership.
Rule 5.1 confirms who the members are. Rule 5.2 sets out the categories of
membership and the application process is covered in 5.3. Rule 5.4 covers what
is to happen if the circumstances of a Member change during the year so that it is
no longer eligible for the applicable category of membership.
Rule 5.8 sets out the rights and liabilities of members, as required under the
Reform Act and sets out the respective rights of the different classes of
members.
Clause 3.2 deals with a ‘registered representative’.
This relates to voting, nomination and election to council and attendance at
events restricted to members only. This is covered by Rule 5.8(e) and (f).
Rule 3.3A deals with a ‘leading member’.
This is not specifically covered in the proposed new Rules and will be covered in
policy documentation.
Rule 3.4 relates to the register of members.
Now Rule 5.6.
Rules 3.5 – 3.7 relates to resignation and expulsion of membership.
Rule 6 deals with resignation, cessation of membership and expulsion in
accordance with the Reform Act Under the current Rules, the members in a
general meeting may expel a member. This is potentially embarrassing for both
the member the subject of the expulsion resolution and damaging to the
reputation of Philanthropy Australia, therefore the new Rules propose a more
private process where an independent unbiased decision maker is engaged to
determine whether a member should be expelled.
Rule 4 deals with subscription fees.
Rule 5.5 deals with subscription fees.
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Current Rules
Proposed New Rules
Rules 5 to 8 deal with general meetings.
These provisions have been updated and expanded in Rule 10, in particular to
allow greater access to voting and participation of members. See attachment for
cross referencing specific rules.
Rule 9 deals with the Council and Rule 10 covers the Council
proceedings.
Rule 11 deals with these issues. There have been a number of changes to
update and provide better governance for the Association.
Rule 11.1(f) allows a Council member whose term under the current rules has not
expired to serve until the next AGM even if at date of adoption of the new Rules
that Council member would have served 9 years. Two Council members are
affected by this provision. Both are longstanding members of the audit and
finance committee. Council was concerned that there was a smooth transition of
their particular skills and experience to other Council members in the period after
the special resolution.
Rule 11 covers subcommittees.
Now in Rule 11.18 and Rule 11.17 has also been inserted to allow advisory
committees.
Rules 12 and 13 deal with Treasurer, Public Officer and Executive
Director and staff.
Rule 12 deals with the Secretary which replaces the Public Officer. There is no
need to set out anything about the Treasurer’s role nor the CEO in the Rules.
Rule 14 deals with the audit requirements.
This is covered in Rule 14.2 which reflects the sliding scale in the Reform Act and
ACNC Act.
Rule 15 allows the appointment of a patron.
Covered in Rule 3(j).
Rule 16 deals with financial instruments.
Rule 16(a).
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Current Rules
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Rule 17 overs custody and inspection of Records.
Rules 17 and 14.1.
Rule 18 covers the common seal.
Rule 18 now does not require a common seal.
Rule 19 covers Notices.
Rule 15.
Rule 20 is the not for profit provisions including winding up.
Rules 4 and 7.
Rule 21 covers the power to trade.
No longer required under the Reform Act.
Rule 22 covers source of funds.
Rule 16.
Rule 23 covers the power to make Regulations.
Rule 5.8(g).
Rule 24 sets out the requirements for changing the Rules.
Rule 9.
Rule 25 covers Indemnity and Insurance.
Rule 13.
Rule 27 covers the grievance procedures.
Rule 5.7.
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For reference – General meeting provisions
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Current Rule
New Rule
5.1
10.1(a)
5.2
Covered elsewhere in Rules and Act
5.3
10.2(a)(3)
6.1
–
6.2
10.1(b)
6.3
10.1(b)(3) and 10.1(c)
7.1
10.2
7.2
10.2(e)
8.1
–
8.2
10.3
–
10.4
8.3
10.5
8.4
10.6
8.5
10.7 and 10.8
8.6
10.7 and 10.8
8.7
10.9
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