2018 Governance Structure Changes

Philanthropy Australia updates its governance structure and Constitution

On Wednesday 28 November 2018, Philanthropy Australia held an Extraordinary General Meeting to put a proposal to Members to update its governance structure and move from being an Incorporated Association in Victoria to a Company Limited by Guarantee. 

At the meeting, Members were asked to vote on the following special resolution put forward by Council:

Resolved as a special resolution that:

(a) Philanthropy Australia converts from an Incorporated Association in Victoria to a Company Limited by Guarantee;
(b) the Constitution of the Incorporated Association is repealed in its entirety; and
(c) the company adopts, as its new Constitution, the document tabled at the meeting and signed by the Chair for identification.

The resolution was passed by a unanimous vote of members and as such:

  • Philanthropy Australia is now a Company Limited by Guarantee
  • the proposed Constitution has been adopted
  • the new membership policy is now effective. Under the membership policy, all Active, Engaged, Impact and New Gen members are full voting Members
  • ‘Connected members’, even those who were Full Members under the previous Rules of Association, are no longer Members of the Company, but will now be supporters. They are not entitled to vote in general meetings of the Company.

The desire to update our governance structure was noted in our 2017-2020 strategic map and is a natural companion to our new membership offer, launched in May this year. 

All Philanthropy Australia Members received formal notice of the meeting and had access to all relevant and supporting documents and information. Member consultation meetings were held in Brisbane, Adelaide, Sydney and Melbourne in the lead up to the EGM.

The new constitution can be found here.

There are two additional important companion documents which support the Constitution and give more detail on how the changes will work. 

We thank all our members for their support and engagement. Special thanks and acknowldgement to our legal team at Herbert Smith Freehills and to our Returning Officer, Nicolas Crowhurst, for all their work and their generous and professional encouragment and expertise.

Member only content

Click here

Vision is for a more giving Australia…

Sarah Davies (CEO) launched Philanthropy Australia's Strategic Plan 2017 - 2020 at our 2016 Conference.

Watch