MEALS ON WHEELS CENTRAL COAST LTD
S1-EM-CG / CORPORATE GOVERNANCE POLICYAuthorized by: Board of Directors / Version: 1.2
Date of Issue: 27/11/2015 / Date approved: 27/11/2015
Next review date: 27/11/2016
Policy context: This policy relates to Governance
Standards or other external requirements / Community Care Common Standards –
Standard 1 Effective Management
Legislation or other requirements / Home & Community Care Act 1985
Corporations Act 2001
Corporations (Change of Incorporation) Regulation 2002
Charitable Fundraising Act 1991
Charitable Fundraising Regulation 2008
Work Health & Safety Act 2011
Work Health & Safety Regulation 2011
Equal Employment Opportunity Act 1987
Anti-Discrimination Act 1977 (NSW)
Commonwealth Anti-Discrimination Legislation as follows:
Racial Discrimination Act 1975;
Sex Discrimination Act 1984;
Human Rights & Equal Opportunity Commission Act 1987;
Disability Discrimination Act 1992;
Age Discrimination Act 2004;
Equal Opportunity for Women in the Workplace Act 1999
Australian Charities and Not-for-Profits Commission (Consequential and Transitional) Act 2012
Contractual obligations / Department of Health
Department of Family & Community Services
Meals on Wheels Employee Contracts
POLICY STATEMENT
· Our organization has a management structure that ensures it is accountable to the Board
· Staff are kept informed through regular meetings and other strategies
· Planning processes are in place that include staff and customers
· There are effective financial management processes in place
· There are effective data management processes in place
· Funding requirements are effectively managed and reporting requirements met
· Services are effectively planned
1.1 ABOUT US
Meals on Wheels Central Coast Ltd is a non-profit organization that provides Commonwealth Home Support Program (CHSP) and Community Care Support Program (CCSP) to eligible customers and their carers in our surrounding region.
1.1.1 Our Vision
Choice and independence for individuals in a supportive and caring community.
1.1.2 Our Values
· Caring – for each other and the community
· Respect – valuing others, maintaining relationships and confidentiality
· Accountability – for use of public funds and delivery of services
· Transparency – being open and honest with our customers, funders and stakeholders
· Integrity – sincerity and honesty in all actions
· Community Focused – for the whole and for individuals
· Responsive – to the needs of our customers, volunteers and the community
· Achievement – focused on improving customer delivery
· Commitment – to enhancing our customers’ lives
· Cooperation – opportunity to work as a team towards common goals.
1.1.3 Our Objectives
· To provide nutritional assistance to people who are temporarily or permanently unable to shop or prepare and cook meals and to carers of such people who require respite.
· To support and provide information to all organizational members, volunteers, officers and staff, whether paid or unpaid, in relation to the services they perform within the organization.
· To identify the nutritional needs of the community, and to liaise and cooperate with government agencies and other relevant people and organizations with a view to promoting and/or participating in schemes for filling those needs.
· To arrange and provide for (or assist in arranging and providing for) the holding of exhibitions, meetings, lectures and classes in the furtherance of the objects of the organization.
1.1.4 Key Performance Areas
Our organization has identified a range of key performance areas to ensure our vision and objectives are achieved. These are assessed at the end of each year and will be reported in the Annual Report. Key performance areas include:
· Customers & Services – Enhance the range and types of services available to our customers to better meet their nutrition and social needs.
· Volunteers & Staff – Grow the capability of staff and volunteers to provide quality services, and recognize their valuable contribution to enhancing the lives of our customers.
· Organization – Strengthen MOWCC’s position as a strong, sustainable organization, recognized by customers and stakeholders as a quality provider of community care services.
1.2 REGISTER OF MEMBERS AND REGISTER OF BOARD OF DIRECTORS
The Company Secretary maintains a Register of Members and a Register of Board of Directors that includes:
· The name and address of the member
· The date of joining
· Subscription information
· Position on Board of Directors (for Board members)
· Date of resignation.
The Company Secretary is responsible for ensuring that the Registers are maintained up to date.
1.2.1 Membership
Classes of membership include:
· Ordinary members: any person other than a life member who is approved for membership
· Special members: organization members
· Life members: are appointed on recommendation of the Board of Directors at an Annual General Meeting. Life membership can be awarded to members who have given long and outstanding service to our organization. Life members do not pay a membership fee.
Applications for membership:
Any person or organization wishing to become a member of our organization completes an Application for Membership form. These are available from our office.
Any person not approved by the Board of Directors are advised of the reason why within 30 days of the meeting at which the decision was made. There is no appeal against the rejection of an application for membership.
Membership fees:
The Board of Directors sets the membership fees. Current fees are:
Ordinary members - $5.00 per year
1.3 THE CONSTITUTION
The constitution underpins all of our organization’s operations and services and specifies the legal framework in which our organization operates.
1.3.1 Familiarity with Constitution
Board of Directors and the Manager are familiar with the details of the constitution, and make sure that all of our policies and practices are consistent with the constitution. In particular, the Board makes sure that the legal requirements specified in the constitution and the ACNC/Corporations Act 2002 are met.
1.3.2 Review of Constitution
The constitution is reviewed by the Board on a regular basis to ensure that it is up-to-date and relevant to the changing environment in which our organization operates.
Changing the constitution
The Corporations Act 2001 requires that any alteration to the constitution is by special resolution. A special resolution is a resolution passed at a general meeting by a majority of not less than three quarters of the members who are entitled to vote, with Proxy and Postal votes being accepted. See 1.6 Management Meetings
Fourteen (14) days’ notice of the meeting and of the resolution is given to all of our members, whether or not they have voting rights.
A notice of the special resolution is forwarded to the ACNC/ASIC within one month of passing the special resolution. The notice specifies the changes and includes certification by a member of the Board of Directors that the resolution was passed as a special resolution and that the altered rules conform to the requirements of the Corporations Act 2001 (a form is available from the ACNC/ASIC for this purpose).
Our organization also advises the Commissioner of Taxation of the changes within 30 days of the changes being made and will advise funding providers.
1.4 BOARD OF DIRECTORS
Our organization is managed by a Board of Directors of up to nine people comprising of:
· Chairperson
· Vice Chairperson
· Treasurer
· Secretary
· Directors
1.4.1 Role of the Board of Directors
The Board of Directors provides strategic direction to and monitors the operations of our organization to ensure that it:
· Meets its objectives as specified in the constitution
· Remains a viable organization, and
· Meets legal requirements including those related to corporation, funding, contractual arrangements, the employment of staff and the provision of services.
The Board of Directors is responsible for ensuring our organization operates within its approved budget and in accordance with the policies and procedures set down by the Board.
Working with the Manager
The Board of Directors meets its responsibilities by working in partnership with the Manager who are responsible for implementing the directions and decisions of the Board and for providing the Board with the information necessary to effectively monitor the operations of the service.
The Manager implements the directions and decisions of the Board of Directors by ensuring day to day operations of the service are managed in accordance with the policies and procedures.
Issues that are not covered by established policies and procedures are referred to the Board of Directors for consideration and direction.
Involvement in day to day management
The Board of Directors is not involved in the day to day management of our organization and Board members cannot direct the staff or volunteers of the service unless authorized by a meeting of the Board of Directors to do so. The Board may nominate a member to liaise with the Manager on an ongoing basis.
1.4.2 Responsibilities of the Board of Directors
Specific responsibilities of the Board of Directors are:
Legal responsibilities
Ensure that our organization operates within relevant Federal, State and Local Government laws and funding provider requirements including:
Operates in line with
· The constitution
· The ACNC/Corporations Act 2001
· The Corporations Act Regulation 2002
· The Department of Health and The Department of Family and Community Services Funding Agreements
Complies with all legislation in relation to the employment of staff and volunteers including:
· Minimum conditions of employment and any awards that may apply
· Income tax requirements
· Work, health and safety requirements
· Equal employment opportunity legislation
· Workers compensation and
· Superannuation
· Has adequate insurance cover
· Complies with the Privacy Act and regulations and any other relevant legislation or regulations.
Policy and planning
Make sure that:
· We have clear and relevant objectives that guide the operations of the organization
· A service plan is developed and reviewed each year and identified priorities are implemented
· High quality and effective services are delivered to service users in line with the Home Care Standards and the NSW Disability Standards
· The Policies and Procedures Manual is kept up-to-date and is followed.
Financial
Ensure that:
· We have an annual budget that is approved by the Board of Directors, and that expenditure is within the budget
· Our organization has sufficient income to meet the budget requirements
· The conditions of Funding Agreements are met
· Funds are properly accounted for and that an audit is completed every year.
Staff management responsibilities
· Ensure the recruitment of the best possible staff
· Provide staff with support and direction through management and the Strategic Plan
· Ensure that volunteers are effectively recruited and trained and are provided with support and direction through management and the Strategic Plan
Other Board responsibilities
· Make sure that we have a strong membership and community support and we are a strong and viable organization
· Represent the organization to the public.
1.4.3 Board Director Responsibilities
The responsibilities for each position are clearly communicated to all members prior to the election of Board members to ensure prospective Board members understand their responsibilities. By accepting a position on the Board, members agree to carry out the responsibilities of their position as follows:
General responsibilities
All Board members agree to accept responsibility for:
· Meeting the requirements specified in the Constitution and the ACNC/Corporations Act 2001
· Meeting the requirements of funding agreements
· The delivery of quality and effective services
· Provide support and supervision to the Manager
· Making sure that membership support is maintained
· Making sure that policies and procedures defined and agreed to by the Board are followed.
Attendance at meetings
Board members agree to attend all scheduled and extraordinary Board of Director meetings. If unable to attend a meeting, members agree to give the maximum notice possible. Notice should be given to the Manager to ensure that a quorum for the meeting is met.
Expulsion of member
A Board of Director member can be expelled from the Board as per the procedures specified in the Constitution including not attending three meetings in a row without an acceptable reason.
Responsibilities of the chairperson
The responsibilities of the Chairperson include:
· Make sure regular Board of Director meetings are held
· Encourage members of the Board to attend meetings
· Lead the meeting through the agenda, keeping discussion relevant, and decision making clear and encouraging broad participation
· Sign letters or documents on behalf of the organization as required
· Make sure meetings are run in accordance with our Constitution
· Act as a spokesperson for the organization.
· Undertake any other tasks as needed.
Responsibilities of the Vice Chairperson
The responsibilities of the Vice Chairperson include:
· Take on the role of Chairperson when he/she is absent from any meetings
· Assist the Chairperson in their duties
· Act as a spokesperson for the organization
· Be a member of and/or chair sub-Boards/task groups as required
· Sign letters or documents on behalf of the organization as required
· Undertake any other tasks as needed.
Responsibilities of the Treasurer
The responsibilities of the Treasurer include ensuring:
· Books of account are properly maintained and kept safe
· Monthly financial reports are prepared and present these at monthly Board meetings
· Financial/accountability requirements of funding bodies are met
· Board members understand the financial position of our organization
· Funds are not being mismanaged
· An annual audit of the books of account is conducted and the audited financial statements are presented to the Board and to the Annual General Meeting.
· Undertake any other tasks as needed.
Responsibilities of the secretary
The responsibilities of the Secretary include ensuring:
· Accurate minutes of all meetings are taken and are properly filed
· Copies of the minutes of Board meetings are distributed to Board members prior to the next Board meeting
· A Register of Board Members and MOWCC Members is maintained
· Any reporting under the ACNC/Corporations Act is completed.