ECHARITY PTY LTD
ECHARITY AUSTRALIA
CONSTITUTION
UPDATED: 21 JANUARY 2026
COMPANY DETAILS
ACN: 690653680
ABN: 18690653680
ENTITY TYPE: Proprietary company limited by shares (charitable not-for-profit)
LEGAL NAME: ECHARITY PTY LTD
REGISTERED BUSINESS NAME: ECHARITY AUSTRALIA
1. Status, Authorising Law & Interpretation
1.1 Company status
The Company is a proprietary company limited by shares under the Corporations Act 2001 (Cth) (“Corporations Act”). It is established exclusively as a not-for-profit charity, intended to be registered with the Australian Charities and Not-for-profits Commission Act 2012 (Cth) (“ACNC Act”), recognised as a charity under the Charities Act 2013 (Cth) (“Charities Act”), and endorsed as a Public Benevolent Institution (PBI) and Deductible Gift Recipient (DGR) under Division 30 of the Income Tax Assessment Act 1997 (Cth) (“ITAA 1997”).
1.2 Objects prevail
The charitable objects, not-for-profit clauses, and winding-up clauses in this Constitution are entrenched and override all other provisions.
1.3 Replaceable rules
Replaceable rules in the Corporations Act are displaced, except where expressly adopted in this Constitution.
1.4 Definitions
- ACNC Act → Australian Charities and Not-for-profits Commission Act 2012 (Cth)
- Charities Act → Charities Act 2013 (Cth)
- Corporations Act → Corporations Act 2001 (Cth)
- DGR → Deductible Gift Recipient endorsement under ITAA 1997 Div 30
- Gift Fund → as defined in ITAA 1997 s 30-125
- PBI → Public Benevolent Institution (ACNC Commissioner’s Interpretation Statement)
- Responsible People → directors/officers under ACNC Act
- Related Party → as per ACNC governance + AASB 124
1.5 Sole director / sole member
The Company has one director and one member. Subject to the Corporations Act and this Constitution, the sole director may exercise all powers of the Company except those required by law to be exercised in general meeting.
2. Not-for-Profit Nature and Application of Income (Entrenched)
2.1 The assets and income of the organisation shall be applied solely in furtherance of its charitable purposes and no portion shall be distributed directly or indirectly to the members except as genuine compensation for services rendered or expenses incurred. This clause is intended to meet the non-profit requirement for charity and DGR endorsement.
2.2 No portion of the Company’s income or assets may be paid or transferred (directly or indirectly) to members, directors, officers, or related parties except for:
(a) Reimbursement of reasonable and properly incurred expenses;
(b) Payment for goods or services provided on arm’s-length terms and at market rates;
(c) Reasonable remuneration for employment, including for a director acting in an employee capacity, provided that (subject to clauses 15, 18, and 21):
| (i) | remuneration is approved in accordance with the Employment Remuneration Policy; |
| (ii) | remuneration is consistent with the Company’s not-for-profit and charitable nature; |
| (iii) | any remuneration for a family member or related party is independently reviewed and documented; |
| (iv) | all approvals are formally recorded in the Company’s minutes. |
2.3 The Company must not pay bonuses, profit-sharing, dividends, or any remuneration tied to revenue generation, surplus, or financial profit, except as permitted under the Employment Remuneration Policy for outcome-based charitable results.
2.4 This clause is entrenched and cannot be amended except to maintain compliance with the ACNC Act, Charities Act, or ITAA 1997, and to continue to ensure that all income, property, and assets are applied solely to the Company’s charitable purposes.
3. Gift Fund & DGR Compliance (Entrenched)
3.1 The Company must establish and maintain a Gift Fund in accordance with s 30-125 ITAA 1997.
3.2 The Gift Fund must be used only for the Company’s principal benevolent purpose.
3.3 All receipts must state the donation is made to the ECHARITY PTY LTD Gift Fund.
3.4 If the Company is wound up or its endorsement as a deductible gift recipient is revoked (whichever occurs first), any surplus of the following assets shall be transferred to another organisation that is charitable at law, has objects similar to the Company’s principal purpose, and is entitled to receive income tax deductible gifts under Division 30 of the Income Tax Assessment Act 1997 (Cth):
- gifts of money or property for the principal purpose of the Company;
(b) contributions made in relation to an eligible fundraising event held for the principal purpose of the Company; and
(c) money received by the Company because of such gifts and contributions.
3.5 General Fund (Non-DGR) If ACNC registration or Deductible Gift Recipient (DGR) endorsement is not obtained, the Company may raise funds and accept contributions in accordance with its objects. Contributions received under this clause are not tax-deductible and may be used to further the Company’s purposes.
3.6 If any surplus non-DGR assets remain after the Company is wound up, those assets must be transferred to another organisation that is charitable at law and has similar purposes to the Company in compliance with clause 12.
4. Objects (Charitable Purposes)
4.1 Primary Object — Relief of Poverty, Homelessness, and Distress (Australia and Overseas)
The principal object of the Company is to operate as a Public Benevolent Institution (PBI) with the charitable purpose of preventing, alleviating, and relieving poverty, homelessness, distress, and disadvantage experienced by vulnerable individuals, veterans, families (including post-natal and maternal families), and other persons in need, primarily in Australia, and where undertaken overseas, only in accordance with the ACNC External Conduct Standards.
This object may be pursued by the Company through, but is not limited to, the following activities:
(a) Provision of Housing & Accommodation — Delivery of temporary, transitional, and permanent housing, emergency shelters, and accommodation assistance, including tenancy support and housing placement services, to relieve homelessness and housing insecurity.
Category: Advancing social or public welfare.
(b) Welfare, Health & Family Support — Provision of welfare services, basic necessities, trauma-informed counselling, mental health and addiction recovery support, post-natal and maternal health services, and other family support programs; facilitation of access to primary, dental, reproductive, and other health services.
Categories: Advancing social or public welfare; Advancing health.
(c) Food Security & Essentials — Distribution of food, groceries, meals, vouchers, clothing, hygiene products, and emergency relief; operation of community kitchens, mobile food services, and other programs to address hunger and material hardship.
Category: Advancing social or public welfare.
(d) Education, Employment & Skills — Delivery of educational programs, adult literacy initiatives, vocational training, apprenticeships, job readiness, mentoring, and life skills programs; support for digital inclusion, and access to education, employment, and skill-building opportunities for beneficiaries.
Categories: Advancing education; Advancing social or public welfare.
(e) Legal Assistance, Advocacy & Human Rights — Provision of legal aid, casework, advocacy, and support services for individuals experiencing disadvantage, including assistance with tenancy, debt, family, and administrative matters; engagement in policy and legislative advocacy to further the Company’s charitable purposes.
Categories: Promoting or protecting human rights; Advancing social or public welfare; Promoting or opposing a change to law or policy directly related to the Company’s charitable purposes.
(f) Emergency & Disaster Relief — Provision of crisis response, temporary relocation, transport, medical and essential supplies, and other support during emergencies and disasters, in Australia and overseas.
Categories: Advancing social or public welfare; Advancing health.
All activities carried out under this primary object must be undertaken solely to further the charitable purposes of the Company, in accordance with the ACNC Governance Standards, ACNC External Conduct Standards (for overseas activities), applicable Australian laws, and the Company’s constitution.
4.2 Secondary Objects — in furtherance of the Primary Object
Without limiting clause 4.1, the Company may undertake the following activities and programs primarily in Australia, and where undertaken overseas, only in accordance with the ACNC External Conduct Standards:
(a) Housing & Accommodation — Provide permanent and temporary housing and accommodation (including houses, units, apartments, transitional and emergency accommodation, portable and temporary dwellings, caravans, and tents); tenancy support; and housing placement services.
Category: Advancing social or public welfare.
(b) Welfare, Health & Family Support — Provide welfare services and basic necessities; deliver trauma-informed counselling, mental health and addiction recovery support; provide post-natal, maternal health and family support; facilitate access to primary, dental, reproductive, and other health services; and implement programs that address social isolation, vulnerability, and disadvantage.
Categories: Advancing social or public welfare; Advancing health.
(c) Food Security & Essentials — Provide food, groceries, meals, vouchers, clothing, hygiene items, and emergency relief; operate soup kitchens, community kitchens, mobile food services, and other programs to alleviate hunger and material hardship.
Category: Advancing social or public welfare.
(d) Education, Employment & Skills — Provide educational programs, adult literacy initiatives, vocational training, apprenticeships, job readiness, mentoring, and life skills programs; implement digital inclusion initiatives; and support access to education, employment, and skill-building opportunities for beneficiaries.
Categories: Advancing education; Advancing social or public welfare.
(e) Legal Assistance, Advocacy & Human Rights — Provide legal help, casework, and advocacy for individuals experiencing disadvantage, including assistance with tenancy, debt, family, and administrative matters; support access to social services; engage in policy and legislative advocacy to further the Company’s charitable purposes.
Categories: Promoting or protecting human rights; Advancing social or public welfare; Promoting or opposing a change to law or policy directly related to the Company’s charitable purposes.
(f) Emergency & Disaster Relief — Deliver crisis response, temporary relocation, transport, medical and essential supplies, and other support during emergencies and disasters in Australia and overseas.
Categories: Advancing social or public welfare; Advancing health.
(g) Property, Assets & Social Enterprise — Acquire, build, develop, lease, manage, or otherwise utilise land, buildings, infrastructure, and other property to support charitable activities; operate social enterprises or other income-generating activities provided that all profits are applied solely to further the Company’s charitable purposes.
Category: Purposes beneficial to the general public and analogous to other charitable purposes.
(h) Technology & Access — Provide access to communication devices, internet connectivity, digital tools, and educational technology; deliver digital literacy programs and training to improve access to services, education, and employment for beneficiaries.
Categories: Advancing education; Advancing social or public welfare.
(i) Environmental & Infrastructure Support — Implement programs that provide sanitation, clean water, hygiene facilities, weather-resilient housing, and other infrastructure support for beneficiaries; promote sustainable environmental practices where integral to achieving charitable purposes.
Categories: Advancing the natural environment; Advancing social or public welfare.
(j) Professional & Advisory Services — Provide or procure not-for-profit accounting, taxation, legal, estate planning (including wills), and advisory services where these directly support beneficiaries or advance the Company’s charitable purposes.
Categories: Advancing social or public welfare; Advancing education (for educational programs and training purposes).
(k) Collaboration & Grant-Making — Collaborate with, fund, or make grants to other organisations whose purposes are consistent with these Objects and are not-for-profit (and, where practicable, registered charities and/or DGRs). For overseas activities, ensure reasonable steps are taken to ensure funds are applied solely to further these Objects and comply with the ACNC External Conduct Standards.
Categories: As applicable to the funded activity.
4.3 Charitable Boundaries
4.3.1 The Company’s purposes are confined exclusively to charitable purposes recognised under the Charities Act 2013 (Cth) and to purposes that are incidental, ancillary, or conducive to the attainment of these charitable purposes.
4.3.2 Nothing in this Constitution authorises the Company to:
(a) carry on activities for the purpose of generating profit or financial gain for members, directors, or related parties;
(b) engage in commercial or business activities except where such activities are directly ancillary to, or in support of, the Company’s charitable purposes; or
(c) provide any financial benefit to members, directors, or officers, except as permitted under clauses 2.2(c) and 7.4 (reasonable remuneration in accordance with ACNC Governance Standard 5 and independent approval requirements).
4.3.3 Any funds, property, or income received by the Company, including from donations, grants, or commercial activities, must be applied solely to further the Company’s charitable purposes.
4.3.4 In implementing charitable programs and operations, the Company must take reasonable steps to ensure that:
(a) beneficiaries are selected based on need, vulnerability, or alignment with the charitable purpose;
(b) any ancillary benefits (e.g., training, employment, or skill development for staff or volunteers) are incidental to the primary charitable purpose;
(c) related-party transactions, employment of family members, and director remuneration are fully documented, approved by an independent reviewer, and compliant with the ACNC Governance Standards; and
(d) all overseas activities comply with the ACNC External Conduct Standards.
4.3.5 The Company may collaborate with, fund, or make grants to other organisations only if:
(a) their purposes and activities are consistent with the Company’s Objects;
(b) they are not-for-profit entities (and where practicable, registered charities or DGRs); and
(c) the Company takes reasonable steps to ensure funds are applied solely to further charitable purposes in Australia or overseas.
4.3.6 Upon winding up or dissolution of the Company, any surplus property or assets must be transferred to another registered charity with similar charitable objects, DGR endorsement where applicable, and a prohibition on distributions to members or officers, in accordance with clauses 3.4 and 12.
4.4 Interest-Free Financing
4.4.1 The Company must not incur any debt or borrowings that carry an interest obligation unless the interest is required by law or is on concessional terms demonstrably in the best interests of the charity.
4.4.2 Any loans, advances, or financing obtained by the Company must be:
(a) interest-free; and
(b) on terms that are favourable and reasonable, ensuring the Company’s charitable purposes are not compromised.
4.4.3 The Board (or Sole Director) must ensure that any financing arrangements are fully documented, approved, and compliant with the Constitution and the ACNC Governance Standards, including Governance Standard 5 (care and diligence in protecting charitable assets).
4.4.4 This clause does not prevent the Company from receiving:
(a) grants, donations, or contributions; or
(b) deferred payments or supplier credit arrangements on commercially reasonable, interest-free terms, provided they are solely applied to further the Company’s charitable purposes.
4.4.5 Verification of Beneficiary Eligibility
(a) The Company may require prospective beneficiaries to provide evidence of eligibility for programs or services, including documentation demonstrating financial hardship, disadvantage, or other criteria aligned with the Company’s charitable purposes.
(b) Acceptable forms of evidence may include, but are not limited to, government-issued concession cards, healthcare cards, or other official documents confirming disadvantage.
(c) The Company may securely record or temporarily copy such evidence, including through scanned or photographed documents, solely for the purpose of assessing eligibility.
(d) All personal information collected under this clause must be managed in accordance with the Privacy Act 1988 (Cth) and any applicable State/Territory privacy laws, including:
(i) Obtaining informed consent from the individual before collecting personal information;
(ii) Storing personal information securely and restricting access to authorised staff only;
(iii) Using the information solely for verifying eligibility for charitable programs;
(iv) Retaining records only for as long as necessary for program administration or as required by law;
(v) Destroying or securely de-identifying personal information once no longer required.
(vi) The Company must maintain policies and procedures consistent with this clause, which outline the types of information collected, verification processes, consent mechanisms, and data protection practices.
4.4.6 Verification of Overseas Beneficiary Eligibility
(a) The Company may require prospective overseas beneficiaries to provide evidence of eligibility for programs or services, including verification of financial hardship, disadvantage, or other criteria aligned with the Company’s charitable purposes.
(b) Evidence may include, but is not limited to:
(i) Identification or official documents issued by the relevant local authority;
(ii) Letters or attestations from local community leaders, schools, healthcare providers, or partner organisations;
(iii) Other forms of verification deemed appropriate by the Company in the context of local conditions.
(c) The Company may securely record or copy such evidence, including digitally, solely for the purpose of assessing eligibility.
(d) All personal information collected must be managed in accordance with the Privacy Act 1988 (Cth) (as applicable to overseas collection), ACNC External Conduct Standards, and any relevant local data protection laws. This includes:
(i) Obtaining informed consent where possible;
(ii) Storing information securely with access restricted to authorised personnel;
(iii) Using information solely for verifying eligibility;
(iv) Retaining records only as long as necessary;
(v) Destroying or securely de-identifying personal information once no longer required.
(e) Where direct verification is impracticable, the Company may rely on trusted local partners, NGOs, or community representatives to confirm eligibility, provided that reasonable steps are taken to ensure accuracy, transparency, and alignment with the Company’s charitable purposes.
4.5 Beneficiary Selection and Program Delivery
4.5.1 The Company shall implement its charitable purposes in a manner that is fair, equitable, and consistent with its objects as set out in Clauses 4.1–4.3.
4.5.2 Beneficiaries of the Company’s programs and activities shall be selected based on need, vulnerability, or other criteria aligned with the charitable purposes, including but not limited to:
(a) Individuals or families experiencing poverty, homelessness, or disadvantage;
(b) Veterans and post-natal families;
(c) Other persons in need who meet the Company’s charitable objectives.
4.5.3 Programs, services, and activities must be delivered in accordance with principles of:
(a) Transparency – beneficiaries are aware of eligibility criteria and processes;
(b) Accountability – records are maintained to demonstrate compliance with charitable purposes;
(c) Non-discrimination – access is not denied on the basis of race, religion, gender, disability, or other prohibited grounds;
(d) Efficiency – resources are used effectively to maximize benefit to eligible beneficiaries.
4.5.4 The Board may, from time to time, adopt or amend Program Guidelines or Beneficiary Policies consistent with this clause, which shall provide further detail on eligibility, assessment, prioritisation, and program delivery.
4.5.5 All decisions regarding beneficiaries and program delivery must be made solely in pursuit of the Company’s charitable purposes, without conferring personal or financial benefit to any director, member, or related party.
5. Powers
5.1 The Company has all the powers of a natural person and body corporate under the Corporations Act, exercised only in furtherance of its charitable purposes.
6. Membership
6.1 The sole member is Mohammed Shiyaz Ashraf Ali.
6.2 Membership cannot be transferred.
7. Directors & Governance
7.1 Number. The Company must have at least one director (s 201A Corporations Act).
7.2 Powers. Directors are responsible for governance and compliance with ACNC standards.
7.3 Conflicts. Directors must disclose and manage conflicts of interest consistent with Governance Standards.
7.4 Remuneration. Directors may only be remunerated for services if (subject to clauses 15, 18, and 21):
(a) approved in writing;
(b) consistent with not-for-profit and charity law;
(c) on arm’s-length terms.
8. Meetings
8.1 Meetings may be held electronically.
8.2 Resolutions may be passed by written consent of the sole member/director.
9. Financial Records & Audit
9.1 Maintain true and fair accounts in accordance with the Corporations Act and ACNC requirements.
9.2 Annual financial statements must be submitted to the ACNC.
10. ACNC Governance Standards (Entrenched)
10.1 The Company must comply with Governance Standards 1–6 under the ACNC Act:
- Not-for-profit and charitable purpose
- Accountability to members
(3) Compliance with Australian laws
(4) Suitability of Responsible People
(5) Duties of Responsible People (care, diligence, honesty, conflicts, insolvency)
- Maintaining public trust and participation in the National Redress Scheme
11. ACNC External Conduct Standards (Entrenched)
11.1 The Company must comply with External Conduct Standards 1–4 when operating overseas:
(1) Activities and control of resources (funds, compliance with Australian law).
(2) Annual review and record-keeping of overseas activities.
(3) Anti-fraud and anti-corruption procedures.
(4) Protection of vulnerable individuals.
11.2 All overseas programs must comply with ACNC External Conduct Standards 1–4.
12. Winding Up (Entrenched)
12.1 If the Company is wound up, surplus assets must be transferred to another entity that:
(a) has similar charitable objects;
(b) operates either in Australia or overseas; and
(c) prohibits distributions to members.
12.2 This clause overrides all other clauses and cannot be amended except to maintain compliance with applicable law, including ACNC requirements and the ITAA 1997.
13. Miscellaneous
13.1 Indemnity. To the maximum extent permitted by law, the Company indemnifies its officers against liability incurred in good faith performance of duties.
13.2 Amendment. Amendments must not affect the Company’s charitable nature and must comply with the ACNC Act, Charities Act, Corporations Act and ITAA 1997.
14. Salary, & Benefits
14.1 The Company may pay reasonable remuneration (subject to clauses 15, 18, and 21) to any person employed by the Company, including a director acting in an employee capacity, provided that such remuneration:
- is consistent with the duties performed,
- is comparable to market rates for similar not-for-profit roles, and
- is approved in accordance with Governance Standard 5.
15. Application of Income and Private Benefit
15.1 The income and property of the Company must be applied solely towards the promotion of the Company’s charitable purposes.
15.2 No part of the income or property of the Company may be paid or transferred, directly or indirectly, to any Responsible Person, member, or related party, except as permitted under this Constitution and applicable law (including the Australian Charities and Not-for-profits Commission Act 2012 (Cth)).
15.3 Nothing in this clause prevents the Company from (subject to clauses 15, 18, and 21):
(a) paying a Responsible Person for services rendered to the Company in a professional or technical capacity, other than as a Responsible Person, provided the payment is reasonable, on arm’s-length terms, and properly authorised; or
(b) reimbursing a Responsible Person for reasonable expenses properly incurred on behalf of the Company.
15.4 Any payment or reimbursement under this clause must:
(a) be properly documented in writing;
(b) comply with clauses 18 and 21 of this Constitution, including mandatory disclosure, exclusion from decision-making, and binding independent determination where a conflict exists;
(c) be implemented in accordance with a written Conflict of Interest Policy which must, at a minimum, require:
(i) mandatory written disclosure of all actual, potential, or perceived conflicts of interest;
(ii) recording of all disclosures in a Register of Interests and, where applicable, a Register of Related Party Transactions;
(iii) exclusion of the conflicted Responsible Person from decision-making in relation to the conflicted matter;
(iv) where the Company has only one Responsible Person, mandatory referral of the conflicted matter to an independent external decision-maker in accordance with clause 21;
(v) independent assessment of whether the proposed transaction or decision is fair, reasonable, and in the best interests of the Company;
(vi) binding compliance with the determination of the independent external decision-maker; and
(vii) full documentation of the disclosure, independent determination, rationale, and final outcome in the Company’s records and minutes.
(d) not result in private benefit beyond what is incidental and necessary to carrying out the Company’s charitable purposes.
16. Provision of Key Management Services by External Entities
16.1 The charity may engage an external entity (including companies, partnerships, or other legal entities associated with Responsible People) to provide key management or executive services (subject to clauses 15, 18, and 21) to the charity.
16.2 Such arrangements may include, without limitation:
(a) Provision of a CEO, CFO, COO, company secretary, or other executive or administrative officers;
(b) Provision of specialist professional services directly related to the charity’s management or operations;
(c) Provision of administrative, operational, or advisory services under a management agreement.
16.3 Payments to external entities for services provided under this clause shall:
(a) Be made pursuant to a formal management agreement;
(b) Be reasonable and commensurate with the services provided;
(c) Be approved by the Director in accordance with Governance Standards;
(d) Be disclosed appropriately in the charity’s financial reports, in accordance with applicable accounting standards (AASB 124, AASB 1060) and ACNC guidance.
16.3. Flexibility Between Direct and External Arrangements
16.3.1 The charity may choose, at different stages of its operations, to remunerate Responsible People directly, via an external management entity, or through a combination of both, as approved by the Director.
16.3.2 The charity shall maintain a remuneration policy outlining:
(a) Criteria for determining reasonable payments;
(b) Approval processes for both direct remuneration and external management fees;
(c) Methods for reporting and disclosing remuneration;
(d) Procedures for addressing concerns or disputes regarding remuneration.
17. Transparency, Accountability, and Compliance
17.1 The charity shall ensure that all remuneration arrangements (subject to clauses 15, 18, and 21):
(a) Are transparent and properly documented;
(b) Are justified in relation to furthering the charity’s purposes;
(c) Comply with all applicable legal, regulatory, and governance requirements;
(d) Provide opportunities for members, supporters, or other stakeholders to raise concerns regarding remuneration.
17.2 The charity shall include in its annual financial report (where applicable) a disclosure of:
(a) Total remuneration paid to key management personnel;
(b) Payments made to external entities for key management services;
(c) Any other disclosures required under AASB 124, AASB 1060, or ACNC guidance.
17.3 Where permitted by ACNC discretion (e.g., SPFS with only one remunerated KMP), the charity may simplify disclosures but shall include a note explaining the basis for such simplification.
18. Conflicts of Interest
18.1 A Responsible Person must disclose any actual, potential, or perceived conflict of interest in accordance with the Company’s Conflict of Interest Policy.
18.2 A Responsible Person who has a conflict of interest in relation to a matter must not participate in decision-making in respect of that matter, and must not make, approve, or implement the decision, except as permitted under this Constitution.
18.3 Where the Company has only one Responsible Person and that Responsible Person has an actual, potential, or perceived conflict of interest in relation to any proposed decision or transaction (including any payment, remuneration, reimbursement, employment, contract, benefit, grant, or other arrangement involving the Responsible Person or a related party), the Responsible Person must not make, approve, or implement the decision.
19. Prohibited Payments
19.1 No remuneration (subject to clauses 15, 18, and 21) may be tied to:
- revenue targets, fundraising profit margins, or surplus generation,
- dividend-equivalent payments, or
- any private benefit derived from the Company’s income or assets in violation of the not-for-profit clause.
20. Documentation & Transparency
20.1 All remuneration decisions (subject to clauses 15, 18, and 21) must be documented, with conflicts of interest declared.
20.2 Remuneration must be disclosed publicly in accordance with ACNC and ATO requirements.
21. Independent Determination in Conflicted Matters
21.1 Where clause 18.3 applies, the conflicted matter must be referred to an independent external decision-maker before the matter is approved or implemented.
21.2 The independent external decision-maker must be independent of the Company, the Responsible Person, and any related party to the conflicted matter, and must be suitably qualified as one of the following:
(a) an Australian legal practitioner holding a current practising certificate;
(b) a registered tax agent;
(c) a member of CPA Australia, Chartered Accountants Australia and New Zealand (CA ANZ), or the Institute of Public Accountants (IPA); or
(d) another suitably qualified professional with no personal, family, financial, or other relationship that could give rise to a conflict in relation to the matter.
(e) For the avoidance of doubt, the independent external decision-maker must not be a related party, family member, employee, contractor, or controlled entity of the Responsible Person, and must have no financial interest in the conflicted matter.
21.3 The independent external decision-maker must determine whether the proposed decision or transaction:
(a) is in the best interests of the Company;
(b) furthers the Company’s charitable purposes;
(c) is reasonable, necessary, and on arm’s-length terms; and
(d) does not result in private benefit except where incidental and permitted by law.
21.4 The determination of the independent external decision-maker is final and binding for the conflicted matter, and the Responsible Person must not act contrary to that determination.
21.5 This clause applies only to conflicted matters and does not otherwise limit the Responsible Person’s authority to manage and control the affairs of the Company in accordance with this Constitution.
22. Family and Related-Party Employment (Entrenched)
22.1 Eligibility
(a) Only family members or related parties performing genuine work necessary for the Company may be employed (subject to clauses 15, 18, and 21).
(b) Duties, hours, responsibilities, and reporting lines must be documented in a formal job description approved by the Director/CEO and recorded in minutes.
22.2 Remuneration
(a) All salaries must reflect market rates for comparable roles in the not-for-profit sector.
(b) Remuneration must be approved by an independent advisor or external reviewer before payment.
22.3 Approval Process
(a) Any employment of a family member or related party must include declaration of the relationship or interest.
(b) An independent reviewer must evaluate the necessity of the role, appropriateness of salary, and compliance with not-for-profit and ACNC standards. Independent review must be carried out by a qualified external advisor (such as an accountant, auditor, or HR consultant) with no conflict of interest.
(c) Approval and decision-making must be formally documented in minutes.
- All family/related-party remuneration must receive independent written approval.
22.4 Reporting
(a) All salaries and benefits for family members or related parties must be disclosed in the Company’s financial statements.
(b) Documentation must be maintained and be readily available for review by the ACNC or other regulators upon request.
23. Conflict-of-Interest Governance, Records & Compliance Support (Entrenched)
23.1 Purpose and hierarchy
This clause establishes procedural, record-keeping, and compliance support mechanisms for identifying, documenting, and evidencing conflicts of interest.
This clause does not confer decision-making authority and must be read subject to and consistently with Clauses 18 (Conflicts of Interest) and 21 (Independent Determination in Conflicted Matters).
Where any inconsistency arises, Clauses 18 and 21 prevail.
23.2 Definition of conflict (supporting)
For the purposes of governance and record-keeping only, a conflict of interest includes any actual, potential, or perceived circumstance in which a Responsible Person’s personal, family, financial, or other interests could influence, or appear to influence, the proper performance of their duties.
This includes, without limitation:
- direct financial interests;
(b) indirect financial interests (including related parties or controlled entities);
(c) non-financial or personal interests; and
(d) conflicts of loyalty with other organisations or roles.
23.3 Mandatory disclosure and registers
(a) All conflicts of interest must be disclosed in writing immediately upon identification to the Company’s Register of Interests and to the independent external decision-maker where clause 21 is triggered.
(b) The Company must maintain:
(i) a Register of Interests; and
(ii) a Register of Related Party Transactions.
(c) Each register must record, at a minimum:
(i) the nature of the conflict;
(ii) the parties involved;
(iii) the date of disclosure;
(iv) whether Clauses 18 and/or 21 were triggered; and
(v) the steps taken to manage or resolve the conflict.
23.4 Documentation requirements (non-discretionary)
All conflicted matters must be documented to demonstrate compliance with:
- ACNC Governance Standard 5, and
- Clauses 18 and 21 of this Constitution.
Documentation must include, where applicable:
- the written conflict disclosure;
(b) confirmation that the Responsible Person did not participate in decision-making;
(c) referral to an independent external decision-maker under Clause 21 (if required);
(d) the independent determination received; and
(e) evidence that the determination was implemented.
23.5 Independent review (supporting only)
Where an independent external decision-maker is engaged under Clause 21, all reports, advice, determinations, and correspondence must be retained as part of the Company’s records.
This clause does not permit discretionary engagement of independent reviewers as an alternative to Clause 21 where Clause 18.3 applies.
23.6 Related party transaction records
All related party transactions must be:
- recorded in the Register of Related Party Transactions;
(b) supported by evidence of arm’s-length terms or independent assessment; and
(c) disclosed in the Annual Information Statement and financial reports where required by law.
23.7 No override of conflicted decision rules
Nothing in this clause permits:
- a conflicted Responsible Person to approve their own remuneration, employment, or related-party transaction;
(b) substitution of internal discretion for independent determination under Clause 21; or
(c) deviation from the mandatory exclusion rules in Clause 18.
23.8 Policy alignment (constitutionalised)
The Company must maintain a written Conflict of Interest Policy consistent with this Constitution, which must reflect and implement:
- mandatory disclosure,
- exclusion from decision-making,
- compulsory independent determination under Clause 21, and
- binding compliance with external determinations.
The policy must not reduce, override, or qualify the obligations imposed by Clauses 18, 21, or this clause.
23.9 Review and retention
(a) Conflict-of-interest records and registers must be reviewed at least annually.
(b) All records must be retained in accordance with legal and ACNC requirements.
(c) This clause is entrenched and may only be amended to maintain or enhance compliance with applicable law.
24. Governance, Review & Reporting (Entrenched)
24.1 Policies relating to remuneration, family/related-party employment, and conflict-of-interest management must be reviewed annually.
24.2 Review must consider revenue changes, operational needs, and compliance with ACNC Governance Standards.
24.3 All approvals, decisions, and payments must be formally documented in minutes and disclosed in financial statements and the ACNC Annual Information Statement.
25.4 Policies must be re-evaluated whenever charity revenue moves into the next remuneration tier to ensure ongoing fairness and compliance.
25. Related Party Transactions & Disclosure Requirements
25.1 For the purposes of this governing document:
25.1.1 Related Party includes, but is not limited to:
(a) A Responsible Person of the charity (e.g., trustee, committee member) and close family members of such individuals including the sole director and close family members;
(b) Senior management of the charity and their close family members;
(c) Any organisation in which the sole director or key management personnel has control, joint control, or significant influence;
(d) Any associate, subsidiary, parent, or joint venture entity where the charity or its related party exercises control or significant influence;
(e) Any person or entity that can significantly influence the charity’s strategic, financial, or operational decisions.
25.2 Related Party Transaction includes any transfer of resources, services, or obligations between the charity and a related party, whether or not financial consideration is involved, including but not limited to:
- Payments for goods or services;
- Salary or wages paid to relatives of Responsible Persons;
- Loans or guarantees;
- Transfers of property or intellectual property;
- Leases or use of charity property;
- Provision of professional services at a discount or free of charge.
25.3 All related party transactions (Principles) must:
(a) Be conducted in the best interests of the charity;
(b) Be transparent, fair, and at arm’s length;
(c) Comply with the charity’s charitable purposes, governing document, and all applicable laws, including ACNC Governance Standards;
(d) Avoid giving any unreasonable or improper private benefit to related parties.
25.4 Approval and Conflict Management
25.4.1 As the sole director, you shall:
(a) Declare any potential or actual conflict of interest in relation to a related party transaction;
(b) Take all reasonable steps to ensure that any such transaction is fair, reasonable, and in the best interests of the charity;
(c) Where feasible, obtain independent advice or quotations from unrelated third parties to verify that terms are reasonable;
(d) Document all decisions, rationale, and steps taken to mitigate conflicts of interest in the charity’s register of related party transactions.
25.4.2 Related party transactions must be approved according to the charity’s internal policies and procedures, which should include:
- Assessment of market rates or terms for services/goods;
- Consideration of alternative suppliers or providers where appropriate;
- Documentation of objectives, financial details, roles, responsibilities, and performance expectations;
- Monitoring, evaluation, and review of ongoing arrangements.
25.5 Record-Keeping and Reporting
25.5.1 The charity shall maintain a register of related party transactions, recording for each transaction:
- The related party involved and the nature of the relationship; The type and value of the transaction;
- The type and value of the transaction; Approval and decision-making records;
- Terms, conditions, and any guarantees;
- Approval process, including any independent advice obtained;
- Monitoring and evaluation of the transaction.
25.5.2 The charity shall report related party transactions in accordance with ACNC and Australian Accounting Standards (AASB 124, AASB 1060), including:
- In the Annual Information Statement, where applicable;
- In financial statements for medium or large charities, highlighting material transactions;
- Any optional disclosures for transparency to members or stakeholders.
25.5.3 Small charities shall report only reportable related party transactions, unless additional disclosure is voluntarily provided. Otherwise, small charities with no reportable related party transactions shall indicate “No” in the Annual Information Statement.
25.6.1 A related party transaction is considered material if omitting, misstating, or obscuring it could reasonably be expected to influence a stakeholder’s understanding of the charity’s operations, financial position, or performance.
25.6.2 As the sole director, you shall assess materiality based on:
- Size and significance of the transaction;
- Strategic or operational importance;
- Potential impact on public perception and stakeholder trust.
25.7 Policy and Procedure
25.7.1 The charity shall maintain a Related Party Transaction Policy, which includes:
- Procedures for identification, assessment, and approval of related party transactions;
- Management of conflicts of interest;
- Documentation and monitoring requirements;
- Guidelines for determining whether transactions are reasonable, fair, and in the charity’s best interests;
- Periodic review and reporting to the Board and stakeholders.
25.8 Transparency and Accountability
25.8.1 The charity commits to transparency in all related party transactions and shall:
- Ensure stakeholders can access information on related party arrangements where appropriate;
- Document the rationale for entering into any related party transaction;
- Make records available to relevant stakeholders where appropriate;
- Regularly review transactions to ensure ongoing compliance with charitable purposes and Governance Standards.
25.9 Governing Document Authority
25.9.1 This clause shall take precedence over any prior provisions relating to related party transactions or conflict of interest management, without contravening any law or regulation.
25.9.2 Any amendments to this clause must be approved by the sole director or, where applicable, by future members or additional directors.
26. Related Party Transaction Policy – Sole Director Charity
26.1 This policy sets out the process for identifying, approving, recording, and reporting related party transactions in a way that:
- Protects the charity’s interests,
- Ensures transparency and compliance with ACNC Governance Standards, and
- Reduces the risk of actual, perceived, or potential conflicts of interest.
26.2. This policy applies to:
- The sole director of the charity,
- Any related parties as defined in the charity’s governing document, including close family members, associated entities, and any organisations controlled or influenced by related parties.
26.3 Related Party: Any person or organisation that can significantly influence the charity’s financial or strategic decisions, including the sole director, close family members, or entities controlled or influenced by them.
26.4 Related Party Transaction: Any transfer of resources, services, or obligations between the charity and a related party, including:
- Payment for goods or services
- Salary/wages for relatives of the sole director
- Loans or guarantees
- Transfer of property or intellectual property
- Leases or use of charity property
- Professional services provided at a discount or free of charge
26.5 Material Transaction: Any transaction that could reasonably influence stakeholder understanding of the charity’s operations, financial position, or performance.
26.6 Identification of Related Party Transactions
- The sole director must review all proposed transactions to determine if any involve a related party.
- Transactions are identified as related party transactions if they meet the definitions above.
Note: When in doubt, record it in the register to ensure compliance.
26.7. Approval Process:
- Conflict Declaration: The sole director must declare any potential or actual conflicts of interest.
- Independent Verification: For material transactions or where a conflict exists, the sole director must obtain independent advice, quotations, or market comparisons to ensure terms are fair and reasonable.
- Documentation: All decisions must be recorded in writing, including:
- The nature of the related party relationship
- The transaction type and terms
- The rationale for entering into the transaction
- Steps taken to manage any conflicts
- Independent advice or market comparison details
26.8. Record-Keeping:
- Maintain a Related Party Transaction Register containing:
- Related party details
- Transaction description and value
- Date and approval process
- Terms and conditions
- Any outstanding balances or guarantees
- Review and monitoring notes
- Records must be retained for a minimum of 7 years or as required by law.
26.9 Reporting:
- Report related party transactions in accordance with ACNC requirements and accounting standards (AASB 124 / AASB 1060):
- In the Annual Information Statement (if required)
- In the charity’s financial statements if material
- Small charities with no reportable related party transactions should record “No” in the Annual Information Statement.
- The sole director may voluntarily disclose additional information for transparency.
26.10 Monitoring and Review
- The sole director will periodically review all related party transactions to ensure:
- Compliance with the charity’s governing document, ACNC Governance Standards, and relevant laws
- Transactions remain reasonable, fair, and in the charity’s best interest
- Any new related party relationships or transactions must follow this policy.
26.11 Transparency
- Maintain openness with stakeholders regarding related party transactions.
- Provide information on the nature and rationale of material transactions if requested or where appropriate.
- Ensure that all policies, approvals, and records demonstrate that decisions are made at arm’s length and in the charity’s best interest.
26.12 Exceptions
- Routine reimbursements of reasonable out-of-pocket expenses are not considered related party transactions.
- Volunteer services provided on the same terms as other volunteers are not considered material.
- Gifts or honoraria under customary limits are not treated as reportable transactions.
26.13. Policy Review
- This policy will be reviewed at least once every two years or whenever there is a change in legislation, ACNC guidance, or the charity’s operations.
- Amendments must be documented and approved by the sole director.
27. Cyber Security & Data Protection (Entrenched)
27.1 Purpose
The Company must ensure that all electronic information and digital systems under its control are protected against unauthorised access, misuse, loss, or damage, in furtherance of its charitable purposes and in compliance with applicable law.
27.2 Scope
This clause applies to:
(a) All Responsible People, staff, volunteers, and contractors engaged by the Company;
(b) All devices, systems, networks, accounts, and applications owned or operated by the Company;
(c) All personal and sensitive information (as defined in the Privacy Act 1988 (Cth)) collected or held by the Company.
27.3 Legal Obligations
The Company must comply with:
(a) The Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs);
(b) The Australian Charities and Not-for-profits Commission Act 2012 (Cth) and Governance Standards;
(c) The ACNC External Conduct Standards when operating overseas; and
(d) Any other applicable State, Federal, or overseas legislation concerning privacy, data protection, or cyber security.
27.4 Cyber Security Risk Management
(a) Responsible People must ensure that cyber security risks are identified, assessed, and managed.
(b) The Company shall maintain a cyber security risk register, reviewed at least annually.
(c) The Company must take reasonable steps to protect against common risks, including:
(i) unauthorised access to accounts, devices, or networks;
(ii) malware, ransomware, and phishing attacks;
(iii) fraudulent or deceptive emails, websites, or requests for funds.
27.5 Security Controls
The Company shall adopt and maintain at minimum:
(a) Multi-factor authentication (MFA) on all email and cloud-based accounts;
(b) Regular patching, updates, and monitoring of systems;
(c) Secure and encrypted backups, including off-site or cloud-based backups;
(d) Access restrictions ensuring only authorised personnel access sensitive data;
(e) Encryption for remote access and communication;
(f) Virus protection, firewalls, and monitoring tools.
27.6 Staff and Volunteer Obligations
All staff, volunteers, and contractors must:
(a) Undertake cyber security awareness training within one month of engagement;
(b) Follow password management and device security protocols;
(c) Report any suspicious emails, attachments, links, or activity immediately;
(d) Use only authorised devices and accounts for Company activities.
27.7 Incident Response & Data Breach Notification
(a) The Company shall maintain a documented Data Breach Response Plan in line with the OAIC Notifiable Data Breaches Scheme.
(b) Any suspected or actual breach must be reported immediately to the Responsible People.
(c) Where required by law, the OAIC and affected individuals must be notified promptly.
(d) Full records of all cyber incidents must be maintained.
27.8 Overseas Operations
When collecting or managing information overseas, the Company must take reasonable steps to:
(a) Ensure overseas partners comply with equivalent data protection standards;
(b) Store personal information securely;
(c) Limit use of personal information strictly to charitable purposes; and
(d) Comply with the ACNC External Conduct Standards.
27.9 Governance & Review
(a) The Director/CEO must report annually on cyber security measures and incidents in the Company’s governance and compliance reporting.
(b) This clause and associated policies must be reviewed at least once every two (2) years, or sooner if legislation changes or a cyber incident occurs.
(c) This clause is entrenched and cannot be amended except to maintain compliance with the ACNC Act, the Charities Act 2013 (Cth), the Privacy Act 1988 (Cth), the Corporations Act 2001 (Cth), or any other applicable legislation.
28. WORK HEALTH & SAFETY
28.1 Commitment to Safety
The Company must, so far as is reasonably practicable, provide and maintain a safe and healthy environment for all staff, volunteers, contractors, beneficiaries, and visitors.
28.2 Scope
This clause applies to all Company activities conducted in Australia or overseas, including program delivery, fundraising, events, offices, and field operations.
28.3 Legal Obligations
The Company must comply with all applicable workplace health and safety legislation, including the Work Health and Safety Act 2011 (Cth) and equivalent State/Territory laws, and ensure that risks are identified, assessed, and controlled.
28.4 Responsibilities
- Directors/Responsible People: Ensure WHS systems are in place and regularly reviewed.
- Managers & Supervisors: Implement WHS procedures and monitor compliance.
- Staff & Volunteers: Follow WHS procedures, use safety equipment correctly, and report hazards or incidents immediately.
28.5 WHS Risk Management
The Company must:
(a) Identify hazards and assess risks across all operations.
(b) Implement control measures to eliminate or reduce risks.
(c) Maintain incident reporting and investigation procedures.
(d) Keep a WHS Risk Register and review it annually.
28.6 Training & Induction
All staff, volunteers, and contractors must receive WHS induction and role-appropriate training, including manual handling, first aid, and emergency procedures where relevant.
28.7 Incident Management
(a) All accidents, injuries, near-misses, and hazards must be reported immediately.
(b) The Company must investigate incidents, take corrective action, and maintain incident records.
(c) Where required by law, incidents must be reported to the relevant State/Territory WHS regulator.
28.8 Review & Continuous Improvement
The Company shall review WHS policies and procedures at least every two years, or earlier if legislation changes, serious incidents occur, or operations expand.
29. Schedule 1— Mapping to Charities Act 2013 (Cth) Categories
29.1 For clarity only (and without limiting clause 4.3), the activities described in clause 4.2 align to the following Charities Act 2013 (Cth) charitable purposes:
| Clause 4.2 Activity | Charities Act Category |
| 4.2(a) Housing & Accommodation | Advancing social or public welfare |
| 4.2(b) Welfare, Health & Family Support | Advancing social or public welfare; Advancing health |
| 4.2(c) Food Security & Essentials | Advancing social or public welfare |
| 4.2(d) Education, Employment & Skills | Advancing education; Advancing social or public welfare |
| 4.2(e) Legal Assistance, Advocacy & Human Rights | Promoting or protecting human rights; Advancing social or public welfare; Promoting or opposing change to law or policy directly related to charitable purposes |
| 4.2(f) Emergency & Disaster Relief | Advancing social or public welfare; Advancing health |
| 4.2(g) Property, Assets & Social Enterprise | Purposes beneficial to the general public and analogous to other charitable purposes |
| 4.2(h) Technology & Access | Advancing education; Advancing social or public welfare |
| 4.2(i) Environmental & Infrastructure Support | Advancing the natural environment (where environmental measures are integral to safe, sanitary housing for beneficiaries); Advancing social or public welfare |
| 4.2(j) Professional & Advisory Services | Advancing social or public welfare; Advancing education (for educational programs and training purposes) |
| 4.2(k) Collaboration & Grant-Making | As applicable to the funded activity, consistent with charitable purposes |
Note: This Schedule is explanatory only and does not expand the Objects beyond charitable purposes. All activities are undertaken primarily in Australia, and where conducted overseas, strictly in accordance with Clause 11 (ACNC External Conduct Standards).
30. Schedule 2— Compliance & Governance Overview
| Clause / Section | Compliance Requirement | Responsible Person / Role | Documentation / Evidence | Notes / Frequency |
| 2 – Not-for-Profit Nature & Application of Income | Apply income and assets solely to charitable purposes; no private benefit except as permitted | Sole Director | Board minutes, payroll records, expense reimbursements | Ongoing; annual review |
| 3 – Gift Fund & DGR Compliance | Maintain Gift Fund per ITAA 1997; donations used solely for principal purpose; surplus assets transferred appropriately on winding up | Sole Director | Gift Fund receipts, donor acknowledgements, winding-up documentation | Ongoing; review if DGR status changes |
| 4 – Objects / Charitable Purposes | Activities must align with charitable purposes; selection of beneficiaries based on need | Sole Director | Program guidelines, beneficiary eligibility records | Ongoing; annual review |
| 4.4 / 4.5 – Interest-Free Financing & Beneficiary Verification | Loans and financing must be interest-free; verify beneficiary eligibility per Privacy Act | Sole Director / Program Officers | Loan agreements, eligibility verification forms, consent records | Each transaction; periodic review |
| 7 – Directors & Governance | Directors exercise powers per constitution; disclose conflicts | Sole Director | Register of Interests, board minutes | Ongoing; update immediately if conflicts arise |
| 10 – ACNC Governance Standards | Comply with Governance Standards 1–6 | Sole Director | Governance policies, compliance checklists | Annual review; before submitting AIS |
| 11 – ACNC External Conduct Standards | Overseas activities only permitted in compliance with External Conduct StandardS | Sole Director | Overseas activity plans, partner due diligence, monitoring records | Only applies where activities occur overseas |
| 12 – Winding Up | Surplus assets transferred to other registered charities with similar objects | Sole Director | Winding-up plan, transfer documentation | At winding up |
| 14–18 – Remuneration & Outcome-Based Incentives | Payments reasonable, documented, disclosed; outcome-based only; no profit-linked bonuses | Sole Director / Independent Reviewer | Minutes, remuneration records, AIS disclosures | Annual review; each payment |
| 19 – Prohibited Payments | No revenue- or profit-linked remuneration | Sole Director | Payroll records, board approvals | Ongoing |
| 21 – Director/CEO Remuneration Policy | Entrenched; remuneration pre-approved, disclosed, capped per revenue tiers | Sole Director / Independent Advisor | Minutes, AIS, financial statements | Annual review; before changes |
| 22 – Family & Related-Party Employment | Only genuine work; remuneration reviewed independently | Sole Director / Independent Reviewer | Job descriptions, approval records, payroll | Each appointment; annual review |
| 23 – Conflict-of-Interest Management | Identify, disclose, manage conflicts; maintain registers; independent review for material conflicts | Sole Director | Register of Interests, minutes, independent review reports | Ongoing; annual review of policies |
| 24 – Governance, Review & Reporting | Policies reviewed annually; approvals documented | Sole Director | Minutes, review reports | Annual review |
| 25–26 – Related Party Transactions | Identify, approve, document, monitor, report; maintain registers | Sole Director | Register of Related Party Transactions, AIS, financial statements | Ongoing; periodic review, AIS submission |
| 29 – Charities Act Mapping | Activities align to Charities Act purposes | Sole Director | Program documentation, policy guidelines | Annual check for alignment |
31. Schedule 3 – ACNC Checklist Mapping
| ACNC Application Requirement | Relevant Constitutional Clause(s) | Notes / Evidence |
| Organisation Information (ABN, Name, Contact Details) | Company Details (front page) | ACN, ABN, legal name, registered business name, sole director/member |
| Legal Structure | Clause 1.1 (Company status), Clause 1.2 (Objects prevail) | Proprietary company limited by shares; expressly not-for-profit charity |
| Governing Document | Entire Constitution (esp. Clauses 1–2, 12, 13.2) | Uploaded with application as formal governing document |
| Responsible People (Directors / Officers) | Clause 1.5 (Sole director/member), Clause 7 (Directors & Governance) | Sole Responsible Person disclosed in Company Details |
| Date of Establishment / Requested Registration Date | Company Details (ASIC incorporation date) | Supported by ASIC registration certificate |
| Operating Locations | Clause 4.1–4.2 (Objects/Activities – Australia & overseas), Clause 11 (External Conduct Standards), Clause 28 (WHS) | Activities are undertaken primarily in Australia; any overseas operations are conditional upon compliance with ACNC External Conduct Standards. |
| Activities | Clause 4.1 (Primary Objects), Clause 4.2 (Secondary Objects), Clause 4.5 (Beneficiary selection & program delivery) | Activities listed by category and aligned to charitable purposes |
| Charity Subtypes | Clause 4 (Objects), Schedule 1 (Mapping to Charities Act 2013 categories) | Subtypes: advancing social/public welfare, health, education, human rights, environment, etc. |
| Financial Information & Governance | Clause 9 (Financial Records & Audit), Clause 10 (Governance Standards), Clause 17 (Transparency), Clause 20 (Documentation & Transparency), Clause 24 (Governance Review & Reporting) | Covers financial record-keeping, reporting, compliance, review |
| Tax Concessions | Clause 2 (Not-for-Profit Nature), Clause 3 (Gift Fund & DGR Compliance), Clause 12 (Winding up) | Drafted to meet ITAA 1997 and ATO charity tax concession requirements |
| Deductible Gift Recipient (DGR) Endorsement | Clause 3 (Gift Fund & DGR Compliance – entrenched) | Includes required DGR revocation & winding-up provisions |
| Conflicts of Interest & Related Party Transactions | Clauses 18 (Conflicts of Interest), 21 (Independent Determination in Conflicted Matters), 22 (Family & Related-Party Employment), 23 (Conflict-of-Interest Management – Records & Disclosure), Clauses 25–26 (Related Party Transactions Policy) | Decision-making in conflicted matters is prohibited and mandatorily referred to an independent external decision-maker; conflicts are identified, disclosed, recorded, and reported in accordance with ACNC Governance Standard 5. |
| Safeguarding Vulnerable People | Clause 4.5 (Beneficiary selection & delivery – fairness, non-discrimination), Clause 11 (External Conduct Standards – protection of vulnerable people overseas), Clause 28 (Work Health & Safety) | Ensures safety, transparency, compliance with WHS and external conduct standards |
| Managing Resources Responsibly | Clause 2 (Application of income), Clause 7 (Directors’ duties), Clause 17 (Transparency), Clause 25–26 (Related Party Transactions), Clause 27 (Cyber Security & Data Protection) | Ensures resources are managed only for charitable purposes |
| Accountability to Members / Public Trust | Clause 10 (ACNC Governance Standards), Clause 17 (Transparency & Accountability), Clause 20 (Documentation & Transparency), Clause 24 (Governance, Review & Reporting) | Documents accountability obligations and review mechanisms |
| Withholding Information (ACNC discretion) | Not constitutional — handled administratively in ACNC application | Constitution promotes transparency; withholding handled through ACNC process |