Thomson Reuters
Not-For-Profit Best Practice Manual
Table of Contents
Not-For-Profit Best Practice Manual
Table of Contents
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1. FORMATION
Sections
Before selecting a structure: issues to consider
Chapters
Intention of the promoters
Location of activities and future plans
Types of activities
Likely beneficiaries
Sources of NFP revenue
A need for several structures-subsidiary entities
Impact of taxing statute
Selecting a legal structure: companies limited by guarantee
Overview
Definition and characteristics
Directors, secretary and members, and auditor
Registered office
Registration of company limited by guarantee
Selecting a legal structure: proprietary limited company
Overview
Subsidiary trading entity
Corporate trustee
Selecting a legal structure: incorporated associations
Overview
Definition and characteristics
Management committee, secretary and members, and auditor
Precedent Statement of Purposes and Rules: commentary
Registration of incorporated association
Advantages and disadvantages
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Thomson Reuters
Not-For-Profit Best Practice Manual
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Sections
Selecting a legal structure: non-trading co-operatives
Chapters
Overview
Definition and characteristics
Directors, secretary and members, and auditor
Precedent Rules: commentary
Registration of a co-operative
Registered office
Selecting a legal structure: charitable trusts
Overview
Definition and characteristics
Types of charitable trusts: testamentary
Types of charitable trusts: inter vivos
Types of charitable trusts: impact of taxing statute
Precedent deed of charitable trust: commentary
Creation of charitable trust
Advantages and disadvantages
Community Land Trusts
Further reading
Precedents
Company Limited by Guarantee Constitution (with drafting notes and
optional clauses for Community Land Trusts)
Incorporated Association Rules
Non-Trading Co-operative Rules
Public Ancillary Fund Model Trust Deed
Public Ancillary Fund Guidelines
Private Ancillary Fund Model Trust Deed
Private Ancillary Fund Guidelines
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Thomson Reuters
Not-For-Profit Best Practice Manual
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2. GOVERNANCE
Sections
Chapters
Governance in NFP sector
Different forms available for NFPs
Function of Board or committee of management
Special rules for NFP Boards
Constitution
Directors
Ethics
Legal responsibilities
3. FUNDRAISING
State licensing requirements
Cth legislation
Organising fundraising events
Privacy and information disclosure
Professional bodies
Remuneration of fundraisers
Contractors / suppliers
Cost of fundraising
Case studies
Complaints
Fundraising for international organisations
4. TAXATION
Federal Tax Concessions, Compliance & ATO Audits
See Taxation chapter
State, Territory & Local Revenue Concessions
5. EMPLOYMENT
6. CONTRACTING
Formation of contract law
Terms of the contract
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Sections
Chapters
Performance, breach and discharge
Remedies
Illegality and public policy
Government contracting and procurement
Contract management
7. RISK MANAGEMENT AND
INSURANCE
Risk assessments and risk management
Risk management and assessment in general
Definition of risk
Standards and guidance in risk management
Carrying out a risk assessment
Risk management and action plans
Risk mitigation statements
Business continuity
Nature of liability
Definition of liability
Sources of liability

Criminal and statutory liability

Liability for breach of director’s duties

Contractual liability

Liability for breach of trust

Tortious liability

Liability for breach of property rights
Types of liability

Personal liability
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Not-For-Profit Best Practice Manual
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Sections
Who is liable
Chapters

Joint and several liability

Liability for the acts of others
Companies

Incorporated bodies

Bodies pending incorporation

Disqualified directors
Associations

Incorporated

Unincorporated
Trustees
Basic principles of insurance

Individual trustees

Members of incorporated trustee bodies
What is insurance?
Power to insure
Basis of insurance
Taking out insurance
Types of insurance

Insurance document and features of an insurance contract

Premiums, excess and renewal

Duties of good faith and disclosure

Policy terms
Property insurance

Cover for stock, plant and equipment

Cover for premises/real estate
Liability insurance
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Not-For-Profit Best Practice Manual
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Sections
Chapters

Public liability

Employer’s liability

Professional indemnity and fidelity cover

Product liability
Other types of insurance
Claims

Insurance against breach of IP, confidentiality, or contract

Insurance against debts

Insurance against contractor’s cover
Claims Procedure Checklist

Notify insurer

Gather evidence

Take all steps to mitigate loss, etc
Claims resolution and litigation
8. REAL PROPERTY
Forms of ownership (given that a main issue regarding NFPs
and property is what is the entity that owns the land) eg:

Company

Trust

Individual ownerships (including situations where
trustees are individuals, eg Carrington Care in
Camden, one of Arthur’s clients)
Lending against (banks lend because of NFP’s brand, not
against it)
Finance
Funding NFPs, capital markets (social enterprises)
Social enterprises could be looked at as a foundation for a
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Sections
Chapters
broader source of information to banks regarding future trends
in the area
9. INTELLECTUAL PROPERTY
Intellectual Property
Real Property
10. PRIVACY
Introduction to the Privacy Act
Consequences of not complying
What information is regulated by the Privacy Act
National Privacy Principles
Protection of privacy – FAQs
Do Not Call Register
International privacy law
Recent developments
Spam Act
11. DEFAMATION
Defamation law in Australia
Legislation
What is defamation
Elements of defamation
Publication
Identification
Defamatory meaning
Claims
Who can sue?
Who can’t be sued?
Statutory defences
Time limitation
Truth/justification
Contextual truth
Absolute privilege
Public documents
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Sections
Chapters
Fair report of proceedings of public concern
Qualified privilege
Honest opinion
Innocent dissemination
Triviality
Dispute resolution
Offers to make amends
Apologies
Damages
Other causes of action
Other causes of actions
Important points
Checklists
Potential claims – tips
12. DISPUTE MANAGEMENT
Internal disputes
Overview
Companies Limited by Guarantee
Incorporated Associations
Co-operatives
Trustees of charitable trusts – general principles
External disputes
Overview
Intervention by NFP Regulators
Disputes involving trustees of PAFs
Standing of NFPs in public interest matters
Indoor management rule
Right to sue and liability to be sued – contract and tort
Statutory demands
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Not-For-Profit Best Practice Manual
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Sections
Chapters
Defamation
13. CO-OPERATIVE AND
COLLABORATIVE ARRANGEMENTS
Forms of collaborative and cooperative arrangements
By Agreement
Company
Incorporated Association
Joint Venture
Partnership
Trust
Governance issues
Rules of collaboration
Management of IP
CRC Program
Establishing a CRC
Applying for CRC funding
Checklist of considerations for applying to the CRC Program
Tendering as a consortium
When might joint tendering be appropriate?
Checklist for considerations when submitting a joint tender
14. WINDING UP
Bodies wound up under the Corporations Act
Unincorporated Associations
Incorporated Associations
Corporations Act Companies and Pt 5.7 winding up
Liquidator
Alternatives to winding up
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