Philanthropy Australia Changes its Governance Structure

The peak body for philanthropy in Australia has changed its governance structure in hopes of creating a stronger, more inclusive membership environment.  

A special resolution moving Philanthropy Australia (PA) from being an incorporated association in Victoria to a company limited by guarantee passed unanimously at an Extraordinary General Meeting last Wednesday.  

This legal structure allows PA to operate more easily in multiple states and territories, and CEO Sarah Davies explained in a video to members that this would contemporise the organisation’s governance structure to reflect its national identity.

The change is designed to create a stronger, more inclusive membership environment by making it easier to use the word “member” to describe different types of relationships with stakeholders.

It also aims to democratise the membership by allowing everyone in the social change ecosystem to be included – from funders, to impact investors, to community organisations and businesses.

So while the majority of directors will remain funders or representatives of funders, it allows for greater diversity on the board.  

“Anybody [who is] active, engaged and [at] impact level can be members of the company and therefore eligible to nominate and vote for the board,” Davies said.

Davies told Pro Bono News she was pleased the governance changes were strongly supported by members.

“Last week our members voted unanimously to update our governance structure to a company limited by guarantee which more accurately reflects our national identity and membership offering,” she said.

“The case for change was socialised in our 2017-2020 strategic map and we are delighted with the outcome which will help us serve our members and community to deliver more and better philanthropy.”

We're pleased to announce a special resolution passed unanimously at our EGM yesterday: 33 yes 0 no. Our governance structure will move from an Incorporated Association in Victoria to a Company Limited by Guarantee. Many thanks to all involved. More here: https://t.co/qYjEZK4omp

— Philanthropy Aus (@PhilanthropyAus) November 29, 2018

As well as changing PA’s governance structure, the resolution also meant a new constitution has been adopted and a new membership policy was now effective – under which all active, engaged, impact and new gen members are full voting members.  

This governance change has been welcomed by Community Council for Australia CEO David Crosbie, who told Pro Bono News it was good to see PA develop and better reflect the changing regulatory environment it operated in.

“As a general rule, all charities should regularly review their governance to ensure it is fit for purpose. CCA congratulates Philanthropy Australia on moving from the old associations structure to the new more transparent and fit for purpose structure,” Crosbie said.

“These transitions are never easy, but building a more robust and accountable governance structure will always pay off in the long term.”

If you want more information about the difference between an incorporated association and a company limited by guarantee for not for profits, you can read an explainer piece from Justice Connect here.