Unitingcare Victoria and Tasmania

UnitingCare Victoria and Tasmania

Unit and Agency Protocols

April 2012

Contents

UnitingCare Victoria and Tasmania

Unit and Agency Protocols

1.Statement of Purpose

2.Legal Status

3.Synod and Legislative Requirements

4.Board and Associated Council of the Church Relationship

5.Property Obligations

6.Financial Obligations

7.Communication Channels

8.Interacting with the Media

9.Service Delivery and Standards

10.Industrial Relations/ Human Resource Management Practices

11.Manage Risk and External Compliance Requirements

12.Grievance Procedures

1.Statement of Purpose

UnitingCare Victoria and Tasmania is integral to the ministry of the church, sharing in the vision and mission of God – seekingto address injustice, working together to overcome disadvantage and to strengthen communities.

2.Legal Status

The Uniting Church in Australia Property Trust (Victoria) as constituted under the Uniting Church in Australia Act 1977 No. 9021 and the Uniting Church in Australia Property Trust (Tas.) as constituted under the Uniting Church in Australia Act 1977 No.38 are the legal entities responsible for the majority of UnitingCare agencies (institutions of the Church) in Victoria and Tasmania. Only two agencies (Wesley Mission Victoria and Murrenda) are independently incorporated entities. The Instrument of Delegation, ratified by the Commission for Mission (CFM) Board,ensures the other agencies have the appropriate authority to exercise powers and carry out particular actions.

INSTITUTIONS[1]

3.5.34 (a) For the purposes of this and the succeeding Regulation, unless the context or subject matter otherwise indicates:

(i) institution means any body whether incorporated or unincorporated established by or on behalf of the Church or any of the uniting churches or in which the Church participates for a religious, educational, charitable, commercial or other purpose;

(ii) person includes a church, a body corporate and an unincorporated body;

(iii) the Church includes any body of the Church;

(iv) Synod includes the Standing Committee thereof.

(b) Subject to any directions by the Assembly on matters of policy, the Synod, paying due regard to the responsibilities of any other body:

(i) shall determine what institutions shall be continued, established, conducted or discontinued by or on behalf of the Church;

(ii) may authorise the establishment or continuation of any institution by the Church conjointly with another person, or require the withdrawal of the Church from any institution which has been or may hereafter be established by the Church conjointly with another person;

(iii) may approve or authorise the participation of the Church in, or the association of the Church with, any institution, or may terminate or cause to be terminated any such participation or association;

(iv) may authorise affiliation of the Church with, or membership of the Church in, such bodies (being bodies conducting or connected or associated with an institution or with which an institution is associated) as shall seem appropriate to the Synod, and may terminate or cause to be terminated any such affiliation or membership;

(v) may make any such determination, authorisation, approval, termination or requirement subject to conditions and from time to time vary such conditions.

(e) In respect of institutions established or conducted by or on behalf of the Church and the Church’s participation in or association with other institutions and its membership of or affiliation with bodies pursuant to paragraph (b)(iv) the Synod may

(i) oversee and from time to time review the same;

(ii) appoint an official visitor thereto for the purpose of exercising oversight;

(iii) intervene in such manner as it is able and as it considers necessary or proper in the interests of the Church.

(f) Subject to any by-laws and any conditions applicable pursuant to paragraph (b)(v), an institution which is established or conducted by or on behalf of the Church or the council or other authority administering the institution:

(i) shall be responsible and accountable for its proper management to the Synod or such body as it designates;

(ii) may exercise all the powers and functions delegated to it by the Synod or such body as it designates; and

(iii) shall report and present audited financial statements to the Synod or such body as it designates at least annually and at other times as the Synod requires.

3.5.35 In relation to an institution, and to the extent to which the Church is concerned:

(a) The constitution or other instrument whereby an institution is established, continued or conducted by or on behalf of the Church shall:

(i) define the name, purpose and management procedures of the institution;

(ii) provide for effective representation of the Synod, the Presbytery, the Church Council or other body as the case may be on the managing or controlling authority of the institution;

(iii) provide for the furnishing of regular reports and financial statements to the Synod or such body as it designates.

(b) (i) The Synod shall be responsible for granting or approving the constitution or other instrument whereby the institution is established, conducted or continued and shall have authority to amend, revoke or suspend the operation of such constitution or instrument, notwithstanding any provisions within the constitution or other instrument.

(ii) No alteration of such constitution or other instrument shall be operative unless and until it is approved by the Synod.

3.Synod and Legislative Requirements

UnitingCareVictoria and Tasmania (UCVT)agenciesare constituted under the Uniting Church in Australia Regulations, and are bound by the conditions contained in the Regulations and the agencies’ approved Constitution (based on the Model Constitution) and the UCVT’s Statement of Purpose. Eachagency shall have a Board of Governance, and a Council of the Church associated with the agency. All Board members must be aware that anagency also has of a wide range of legislativerequirements. Included in the wider scope of relevant legislation are laws relating to trading, employment, work health and safety, equal opportunity, privacy etc. All Boards must:

make every reasonable attempt to ensure they comply with the UCA Regulations, the agency’s Constitution or By-Laws and decisions of the Assembly and Synod;
bring to the notice of the UCVT Unit Director or CFM Executive Director any occasion when there has been, or is likely to be, a significant violation of UCVT’s values, any action that could threaten the agency’s viability or UnitingCare’s good name in the community and seek guidance on mitigating this;
seek written permission (email is acceptable), through the UCVT UnitDirector, prior to commencing any legal action(see excerpt from Regulations on Legal Actions and Arbitrations below);
develop and implement governance policies outlining the Board’s role, duties and general responsibilities;
ensure Board members undertake appropriate governance training;
develop and implement a code of governance ethics that provides a framework for all Board actions and behaviours;
ensure that all Board members are familiar with the commonly accepted duties and responsibilities of directorship (as defined in The Corporations Law)
provide a formal induction/orientation program for all new Board members includingthe relationship with Uniting Church in Australia (UCA), Synod of Victoria and Tasmania, and the legal and administrative requirements of the role;
ensure that all Board members understand the limits of their personal liability as defined in the UCA Constitution and Regulations – 4.12.1 (a) and (b).

INDEMNITY[2]

4.12.1 (a) Any person acting under the express or implied authority of the Church and who is not an independent contractor shall be indemnified out of trust property against all liability for any matter or thing done or liability incurred except in the case of fraud, criminal act, gross negligence or willful misconduct.

(b) Without detracting from the generality of paragraph (a), a member of a Church Council or other body responsible for the management and administration of property shall be indemnified out of trust property against liability for any matter or thing done or liability incurred in the performance of functions as a member thereof except in the case of fraud, criminal act, gross negligence or willful misconduct.

LEGAL ACTIONS AND ARBITRATIONS[3]

4.9.1 The Property Trust in the State or Territory where proceedings are being taken may sue or be sued in its name on behalf of the Church or any agency of the Church or in relation to trust property.

4.9.2 Proceedings shall not be instituted or defended by or in the name of:

(i)a Property Trust;

(ii)the Church; or

(iii)any agency of the Church,

without the prior approval of:

(a) the Standing Committee of the Synod in the State or Territory in which the proceedings are being taken or of the Moderator of that Synod, or

(b) in cases of urgency, the Property Officer of that Synod or the chairperson of the Presbytery within the bounds of which the action arose or the property affected by the proceedings is located.

4.9.3 All persons shall be entitled to rely upon a statement that the required consent has been given, if signed by an officer of the body by which or by the person by whom, the consent was given, without proof of the signature of that person.

The UCVT Unit will work with agencies to ensure that all Board members understand their role and duties and are equipped to carry these out to the best of their ability. The UCVT Unit willensure that:

there is provision of
governance training for Board members includinginformation about:
the legal and ethical aspects of the role;
best practice in governance;and
changes in governance requirements.
information on other Board professional development courses
model documentation to Boards for the establishment of governance policies
all Boards have a current copy of the UCVT Unit’s Statement of Purpose;
forums for Board members are convened at least twice a year (in addition to the CFM Board Forum with Board Chairs) to ensurethe protocols are understood and enacted to the standard required;
decisions of the Assembly and Synod impacting onagencies are communicated in a timely manner.
notice is provided to a Board of any instance, the UCVT Unit is aware of, where an agency and/or its CEO/Manager has breached policy and the Board is unaware or has failed to act, or when the Board has colluded with its CEO/Manager whose behaviour/action is in violation of UCVT’s values or could threaten the agency’s viability or damage UCVT’s image or good name in the community.

4.Board and Associated Council of the ChurchRelationship

Councils of the Church associated with agencies (Associated Council) fulfil an important role in the life of agencies, ensuring the unity of word and deed in their structure, policy and practice. The Council of the Church associated with an agency or program shall be approved by the Standing Committee on the advice of the UCVT Unit. Unless otherwise approved by the Standing Committee, this Council shall be a Church Council, a Presbytery or the Synod.The role is built around mutual cooperation. The functions of the Associated Council shall be determined by the Regulations relating to that Council but, as outlined in the Model Constitution, include:

working in partnership with the agency Board of Governance towards achieving consistency between the work of the agency and the Basis of Union and the Constitution of the Uniting Church in Australia;
promoting the integration of the work of the agency or program with the life and mission of the church;
liaising with the agency Board of Governance in developing mission imperatives;
ensuring, in consultation with the Board and the CEO, the personal pastoral care for the employees, volunteers and residents (if applicable) of the agency, and members of the Board as appropriate;
facilitating the integration of the work of agencies within the life and mission of the church;
commissioning or inducting the CEO and other personnel of agencies where appropriate;
working in partnership with the agency Board of Governance to bring nominations to the Commission for Mission Board for membership of the agency Board of Governance; and
participating in any review conducted by the Commission for Mission Board of an Agency with whom they are associated.

It is in the best interests of UCA that the relationship between an agency and its Associated Council is soundly built and soundly managed. The UCVT Unit views this relationship as essential to the creation of a caring, trusting and cooperative community partnership designed to enhance the teachings of the church and its expressed values and mission in all aspects of the agency’s affairs. Accordingly the UCVT Unit will:

ensure that an Associated Council is made fully aware of the intention and potential of their role undertaken in mutual cooperation with an agency;
provide guidelines for the establishment and maintenance of a realistic and practical relationship, taking account of the necessity for the agency to govern its own affairs in order to meet all best practice standards of governance and their duty of care;
provide mediation as required in any dispute or grievance involving a Board and its Associated Council; and
provide guidelines for the use of logos.

5.Property Obligations

All Property purchased and leased by anagency must be in the name of the Uniting Church in Australia Property Trust (Victoria) or the Uniting Church in Australia Property Trust (Tas.).The Trust generally acts under instruction from the Property Board but may also act under direct instruction from the Synod Standing Committee from time to time.

13Powers and Duties of Trust[4]

(1) The Trust shall have perpetual succession and a common seal and may enter into contracts, sue and be sued in its corporate name and may take and hold any real or personal property.

(2) Subject to this Act, the Trust shall hold trust property in trust for the Church and upon any other trust affecting the property.

(3) Subject to subsection (2) the Trust shall hold, manage, administer and otherwise deal with trust property in accordance with the regulations, directions and resolutions of the Assembly.

FUNCTIONS OF PROPERTY BOARD[5]

4.2.1 Each Synod shall appoint a Property Board which shall:

(a) advise the Synod with respect to policies relating to property within the bounds of the Synod;

(b) supervise the implementation of the Synod’s policies in regard to property within the bounds of the Synod;

(c) consult where appropriate and advise Presbyteries, Church Councils, institutions and other agencies of the Church with respect to property matters within their bounds;

(d) receive proposals with respect to property matters submitted to it by the Presbyteries, Church Councils, institutions or agencies, ensure that each proposal is in accordance with the policies of the Synod with respect to property matters, development and mission and give the final decision with respect to such proposals;

(e) initiate proposals with respect to property matters;

(f) carry out functions (b) to (e) above in respect of departmental, institutional and other property outside the jurisdiction of Presbyteries and Church Councils;

(g) only approve the transfer of any real estate vested in a Uniting Church Property Trust to any Aboriginal and Islander organisation with the prior approval of the National Executive of the Uniting Aboriginal and Islander Christian Congress. Refer to Regulation 3.6.45;

(h) perform such other duties and functions with respect to property matters as may be referred or delegated to it by the Synod from time to time.

PROPERTY DEALINGS[6]

LEASES

4.6.2 (a) Subject to paragraph (b) of this Regulation, a lease shall not be granted without theprior approval of the Synod Property Board.

(b) Approval to grant or vary a lease or accept any surrender thereof may be given by theChurch Council or other responsible body where:

(i)the term of the lease (including any options for renewal) does not exceed 3years, and

(ii)the premises are not a Church building, a Church hall or a Minister’sresidence.

(d) All leases shall be executed by a Property Trust unless otherwise authorised by theSynod Property Board on such terms as it thinks fit.

(e) All leases shall be taken or granted in the name of a Property Trust.

(f) Each lease, or a copy thereof, shall be lodged with the Property Officer of the Synod.

(g) This Regulation applies notwithstanding anything elsewhere contained in theRegulations.

PROPERTY TRANSACTIONS

4.6.3 Unless special circumstances are declared to exist by Synod or its Standing Committee, noreal estate shall be acquired, sold, mortgaged or (except as provided in Regulation 4.6.2)leased, or any rights, easements or other estates or interests therein granted or created,assigned or surrendered, or contracts entered into in respect of such matters or in respect ofthe erection, enlargement, structural alteration, improvement or demolition of anysubstantial building or the borrowing of any money unless the same shall be approved bythe Church Council or other responsible body, the Presbytery and the Synod in the mannerrequired.

APPLICATIONS FOR APPROVAL

4.6.4 Application to the Presbytery or the Synod for approval of any proposed propertytransaction shall be made in such form and accompanied by such information as the SynodProperty Board may require.

Prior to instructing the Trust in any property matters, the Property Board require that procedures be followed, including:

Form 1 – Getting Started must be completed as soon as you have an idea relating to any property matter. This informs the UCVT Unit and any other parts of the church who will to be involved in the process about your concept. At the discretion of the Board of Governance, an agency may complete several concurrent Form 1s relating to different proposals or combine multiple proposals into a single Form 1.
Form 2 – Discerning and Deciding must be completed once the agency’s Board of Governance has decided to proceed with a particular plan of action. This form links the idea to strategy and provides a little more detail than Form 1. There should be a single Form 2 following each Form 1 that has been submitted.
One or more of Forms 3A – 3G are to be completed depending on the nature of the application. Agencies generally only use:
Form 3E – Application to Lease must be completed for all new leases (whether you are lessee or lessor) and also when negotiating a Memorandum of Understanding with another part of the church. No form is required when taking an option to renew a lease;
Form 3F – Application to Sell must be completed any time a property is being sold;
Form 3G – Application to Purchase must be completed for the purchaseof a property;
Form 3H – Application to Build must be completed any time when building a new building or altering an existing building. No form is required where the work will cost less than $50,000 and no building or planning permits are required;
Form 3I – Application for Approval of Concept Study must be completed when considering a large (over $1,000,000) or complex building project.

The Board of Mission and Resourcing (BOMAR) are charged with facilitating access to the broadest possible base of church resources to resource local ministry and mission. A number of BOMAR policies have a direct impact on the day to day property dealings of agencies, including: