Three Zeros Initiatives Australia

Constitution of Three Zeros Initiatives Australia Limited

A Company Limited by Guarantee

Table of Contents

  1. General
  2. Interpretation
  3. Objects of the Company
  4. Powers of the Company
  5. Application of Income and Assets
  6. Membership
  7. General Meetings
  8. Board of Directors
  9. Financial Management
  10. Indemnity and Insurance
  11. Amendment of Constitution
  12. Compliance and Transitional Provisions
 
 

1 General

1.1 Name of the company

The name of the company is Three Zeros Initiatives Australia Limited (referred to in this Constitution as the Company).

1.2 Legal Status

  1.2.1 The Company is a public company limited by guarantee, incorporated under the Corporations Act 2001 (Cth).

  1.2.3 The Company is a not-for-profit entity established and operated exclusively for purposes beneficial to the public in accordance with its charitable objects set out in this Constitution.

1.3 Liability of Members

The liability of Members is limited.

1.4 Replaceable Rules

The Replaceable Rules do not apply to the Company.

2. Interpretation

2.1 In this Constitution, unless the context otherwise requires:

  • ACNC means the Australian Charities and Not-for-profits Commission;
  • Act means the Corporations Act 2001 (Cth);
  • Board means the board of Directors of the Company;
  • Chair means the Chair of the Board;
  • Company means Three Zeros Initiatives Australia Limited;
  • Director means a person appointed to the Board in accordance with this Constitution;
  • Member means a person or entity entered in the Company’s Register of Members;
  • Register means the Register of Members kept in accordance with the Act;
  • Secretary means the Company Secretary; and
  • Special Resolution has the meaning given in the Act.

2.2 Unless the context requires otherwise, words importing the singular include the plural and vice versa; words importing a gender include all genders; and headings are for reference only and do not affect interpretation.

3. Objects of the Company

3.1 The Company is established for the principal purpose of advancing social, economic and environmental public benefit through initiatives aligned with the following “Three Zeros” objectives:

3.1.a Zero Poverty:

  1. To relieve poverty by providing or supporting access to energy, housing, education, healthcare, food, clean water, managing natural disasters like floods, droughts, cyclones and epidemics;
  2. To promote economic empowerment of disadvantaged and marginalised communities; and
  • To collaborate with national and international agencies to support sustainable poverty alleviation strategies.

3.1.b Zero Unemployment:

  1. To promote employment opportunities through training, skills development, social enterprise, and entrepreneurship;
  2. To connect individuals, especially youth and vulnerable populations, with jobs and livelihood support; and
  3. To advocate for inclusive labour market policies and practices.

3.1.c.  Zero Net Carbon Emissions:

  1. To advance environmental sustainability through the promotion of renewable energy, energy efficiency, water conservation, and low-carbon technologies;
  2. To support communities in climate adaptation and resilience-building; and
  3. To encourage ecological literacy and sustainable consumption through education and innovation.

3.2 In pursuit of these objects, the Company may undertake activities such as:

  1. Education, research, training, and consultancy;
  2. Community development and outreach programs;
  3. Policy advocacy and awareness raising; and
  4. National and international partnerships.

3.3 The Company shall operate as a not-for-profit and charitable entity in compliance with Australian law.

4. Powers of the Company

4.1 The Company has the legal capacity and powers of an individual and a body corporate as provided under the Corporations Act 2001 (Cth).

4.2 The Company may exercise these powers only to the extent they support or are incidental to achieving its objects.

5. Application of Income and Assets

5.1 The income and assets of the Company shall be applied solely towards the promotion of the objects of the Company.

5.2 No portion of the income or property of the Company shall be paid or distributed directly or indirectly to any Member except: (a) as fair and reasonable remuneration for services rendered; (b) reimbursement of expenses properly incurred in carrying out the business of the Company; and (c) payments made in good faith in furtherance of the Company’s objectives.

5.3 If the Company is wound up or dissolved, any surplus must be transferred to another organisation that is: (a) not carried on for the profit or gain of its Members; (b) established for similar purposes; (c) eligible for income tax exemption under Australian law.

6. Membership

6.1 Any person or organisation that supports the objects of the Company and agrees to be bound by this Constitution may apply to become a Member.

6.2 The Board may approve or reject membership application in its absolute discretion.

6.3 Members shall:

  1. Be listed on the register of Members;
  2. Pay any fees determined by the Board;
  • Receive notice of meetings and vote at general meetings;
  1. Be eligible to nominate for the Board and participate in Company initiatives.

6.4 The Board may create categories of Membership with varying rights and responsibilities.

6.5 Membership may cease through resignation, non-payment of fees, incapacity, death, or expulsion by resolution of the Board for conduct detrimental to the Company.

6.6 A Member subject to expulsion must be given a reasonable opportunity to present their case before making a final decision.

7. General Meetings

7.1 Annual General Meeting (AGM)
The Company must hold an AGM at least once in each calendar year and within five months of the end of its financial year. The business of the AGM must include:

  1. Confirmation of the minutes of the previous AGM;
  2. Presentation of the Board’s report on the Company’s activities;
  • Presentation of the financial statements and any auditor’s report;
  1. Election or re-election of Directors by secret ballot;
  2. Appointment of the auditor (if required); and
  3. Any other business of which notice has been given in accordance with this Constitution.

7.2 Special General Meetings (SGM)
The Board may convene a SGM whenever it thinks fit. The Board must also call a SGM upon receiving a written request signed by at least one-third of Members entitled to vote.

7.3 Notice of General Meetings
At least 21 days’ notice must be given of a general meeting. The notice must specify:

  1. The date, time, location and mode of the meeting (such as online meeting);
  2. The general nature of the business to be transacted; and
  • In the case of a special resolution, the intention to propose the resolution and its text.

7.4 Quorum
(a) The quorum for a general meeting is five Members entitled to vote, who must be present for the entire duration of the meeting. No business may be conducted unless a quorum is present. A Member may attend the general meeting electronically (e.g., via Zoom).

7.5 Chairing Meetings
The Chair of the Board shall chair general meetings. If the Chair is absent, the Directors present shall elect one of them to chair the meeting.

7.6 Voting
Each Member is entitled to one vote. Voting may be by show of hands, voice, ballot or proxy as determined by the Chair. A resolution is passed by a simple majority unless a special resolution is required.

7.7 Minutes
The Company must keep accurate minutes of all general meetings, which shall be confirmed at the next general meeting and signed by the Chair.

8. Board of Directors

8.1 Role and Powers
8.1.1 The Board is responsible for the company’s overall governance, management, and strategic direction. It may exercise all its powers except those that must be exercised by the Members.

8.1.2  The Board must ensure that minutes are duly recorded in any manner it thinks fit and include:

(a) the names of the Directors present at each meeting of the Company, the Board and of Committees; and
(b) details of all resolutions and proceedings of general meetings of the Company and of meetings of the Board and Committees.

8.2  Formation of the board and its size 

8.2.1 The Board must consist of at least five Directors. It must also include a Chair, a Secretary, and a Treasurer.

8.2.2. The Board’s portfolios (Chair, Vice Chair, Secretary, Treasurer and any other portfolios) will be elected/selected by the board of directors in first meeting or in a general meeting.

8.3 Eligibility and Appointment
A person is eligible for appointment as a Director if they:

  1. Are over 18 years of age;
  2. Support the objects of the Company; and
  3. Are not disqualified under the Corporations Act or ACNC Act.

Directors are elected at the AGM and serve a term of three years. A Director may be reappointed after three years if the Board agrees.

8.4 Meetings of the Board
The Board must meet at least four times each year. Meetings may be held in person or via electronic means. A quorum is a majority of Directors.

8.5 Decisions
Each Director has one vote. Decisions are made by majority vote. In the case of a tie, the Chair has a casting vote.

8.6 Casual Vacancies and Removal
The Board may appoint a person to fill a casual vacancy until the next AGM. A Director may be removed by a special resolution of the Members or by a decision of the Board for misconduct, incapacity, or breach of duties.

8.7 Conflict of Interest
Directors must disclose any actual or potential conflicts of interest and must not vote on matters in which they have a conflict.

9. Financial Management

9.1 Financial Year
The financial year of the Company ends on 30 June unless otherwise determined by the Board.

9.2 Financial Records
The Company must keep written financial records that:

  1. Correctly record and explain its transactions and financial position; and
  2. Enable financial statements to be prepared and audited if required.

9.3 Audit
The Company must appoint an auditor if required by law or by a resolution of the Members.

9.4 Banking and Expenditure
All monies received must be deposited in accounts held in the name of the Company. All payments must be approved in accordance with financial delegations set by the Board.

10. Indemnity and Insurance

10.1 Indemnity
To the extent permitted by law, the Company indemnifies its Directors, officers, employees, and volunteers against all liabilities incurred in good faith in the performance of their duties.

10.2 Insurance
The Company may arrange and maintain insurance for its Directors and officers as the Board considers appropriate.

11. Amendment of Constitution

11.1 This Constitution may only be amended, replaced, or repealed by special resolution of the Members at a general meeting approved by at least two-thirds of the Members (present or by proxy).

11.2 Any change to the Constitution must be notified to the ACNC and ASIC (if applicable) within the time prescribed by law.

12. Compliance and Transitional Provisions

12.1 The Company must comply with all applicable legislation, including:

  1. The Corporations Act 2001 (Cth);
  2. The Australian Charities and Not-for-profits Commission Act 2012 (Cth); and
  3. Any other relevant law or regulation.

12.2 The Board may adopt policies, codes of conduct, and operational procedures to assist with the implementation of this Constitution.

12.3 If any matter arises that is not provided for in this Constitution, the Board may determine the matter, provided that any determination is consistent with the Act and this Constitution.

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