- Our Ocean School Ltd
Constitution of Our Ocean School Ltd
A Company Limited by Guarantee and a Registered Charity
VERSION NUMBER | APPROVAL PROCESS | DATE |
| 1.0 | Prepared by: Chairman/Director – Janiece Walker | November 2025 |
Reviewed by: Board of Directors – Rory Gollow | November 2025 | |
| Approved by: ALL Board of Directors – Rory Gollow – Klara Henderson – Nicole Turner – Janiece Walker | December 1st 2025 | |
| 2.0 | ||
Table of Contents
Table of Contents
1. Name
The name of the company is Our Ocean School Ltd.
2. Type of Entity
Our Ocean School is a public company limited by guarantee, governed by this Constitution
and regulated by the Corporations Act 2001 (Cth) and the Australian Charities and Not-for profits Commission Act 2012 (Cth).
3. Charitable Purpose
3.1 Charitable and Benevolent Purpose
The Company exists exclusively for charitable purposes for the public benefit. The Company is established to be a Public Benevolent Institution with the purpose of providing benevolent relief to people in need, including people experiencing poverty, financial hardship, social disadvantage, vulnerability, or distress. This includes, but is not limited to:
- providing free or low-cost education, vocational training, life-skills programs, and community development initiatives to individuals and communities experiencing disadvantage;
- relieving poverty by increasing access to employment, job readiness, and livelihood improving skills;
- improving wellbeing, safety, and life opportunities for children, youth, and vulnerable groups through education, English literacy, vocational training, environmental learning, and related support programs;
- providing benevolent relief in underserved, remote, rural, or economically disadvantaged communities overseas;
- undertaking activities incidental to achieving benevolent relief, including the prevention or reduction of poverty, unemployment, and social disadvantage
3.2 The Company must pursue its purposes in a manner consistent with its charitable registration with the ACNC.
4. Powers
4.1 The Company has all the powers of an individual and a body corporate, but only to the extent necessary or convenient to carry out its charitable purposes.
4.2 The Company may not:
- Pay dividends, bonuses, or share profits with its members;
- Act in a way that is inconsistent with its charitable purposes;
- Distribute any surplus to members or directors upon winding up, except as permitted under the winding up clause (Clause 13);
- Act for the profit or gain of individual members.
4.3 The Company may:
- Employ people and engage contractors to carry out its work;
- Fundraise, seek grants, and accept donations for its charitable purposes;
- Invest funds in accordance with investment policies approved by the Board;
- Enter into partnerships or agreements with individuals or organisations to further its charitable purposes;
- Undertake any other lawful activity consistent with achieving its stated purposes
5. Not-for-Profit Clause and No Distributions Clause
5.1 The income and property of the Company must be applied solely towards the promotion of its charitable purposes as set out in this Constitution.
5.2 The Company must not make any distribution of profits, income, assets, or property to any Member, Director, or officer of the Company, whether by way of dividend, bonus, benefit, or otherwise.
5.3 Despite Clause 5.2, the Company may make payments to a Member, Director, or officer:
- as reimbursement for out-of-pocket expenses properly incurred on behalf of the
Company; or - for goods or services provided to the Company, provided that the payment:
- is made in good faith;
- is with the prior approval of the Board;
- does not exceed the market value of the goods or services; and
- is declared and managed in accordance with the Company’s conflict of interest policy
5.4 Directors must not be paid sitting fees, honorariums, or any other form of fee for acting
as Directors of the Company.
5.5 This clause overrides any other provision of this Constitution to the extent of any
inconsistency.
6. Membership
6.1 The Company must have at least one Member.
6.2 The members of the Company are those individuals or entities admitted by the Board in accordance with this Constitution.
6.3 A person may apply to become a Member by submitting a written application to the Board in the form approved by the Board.
6.4 The Board may accept or reject an application for membership at its discretion. If the Board rejects an application, it must notify the applicant but is not required to provide reasons.
6.5 Membership begins when the applicant’s name is entered into the register of Members.
6.6 Each Member must agree to contribute an amount not exceeding $10 in the event of the winding up of the Company.
6.7 Membership is not transferable.
6.8 The Board may determine categories of membership, including voting and non-voting members.
6.9 A Member may resign by giving written notice to the Company.
6.10 The Board may terminate a Member’s membership if the Member:
- Dies;
- Resigns;
- Fails to comply with this Constitution or any code of conduct approved by the Board;
- Engages in conduct that is prejudicial to the Company or its purposes, as determined by the Board.
7. Gift Fund Clause (Public Fund)
7.1 The Company shall establish and maintain a public fund named Our Ocean School Gift Fund in accordance with the requirements for Deductible Gift Recipient (DGR) status.
7.2 The fund will:
- Be used only for the principal charitable purpose of the Company as described in Clause 3;
- Receive donations, fundraising proceeds, and contributions intended solely for this purpose;
- Be managed by a committee of at least three individuals, the majority of whom must have a degree of responsibility to the Australian community (e.g. Australian citizens or residents);
- Be maintained separately from other funds of the Company.
7.3 The following rules apply to the Gift Fund:
Separate bank account and financial records shall be maintained;
Receipts will be issued stating the donation is for the Gift Fund and is tax-deductible;
If the Company’s DGR endorsement is revoked or the Gift Fund is wound up, surplus assets must be transferred to another DGR-endorsed fund with similar purposes;
The Company will comply with relevant ATO rulings including TR 95/27 and maintain records sufficient to demonstrate compliance.
8. Governance and the Board
8.1 Role and Authority of the Board
The affairs of the Company are managed by a Board of Directors (minimum 3, maximum 9), who are responsible for overseeing the strategic direction, compliance, and overall governance of the organisation.
8.2 Functions of the Board
The Board isresponsible for:
- Determining strategic direction, policy, and objectives;
- Ensuring compliance with all legal, financial, and regulatory obligations;
- Reviewing and approving the annual operating budget prior to the commencement of each financial year, as prepared and submitted by the CEO or Managing Director;
- Monitoring financial performance against the approved budget at regular intervals (at least quarterly) and amending the budget by resolution as necessary to reflect changing circumstances or priorities;
- Approving budgets, major funding applications, and key partnerships;
- Appointing and overseeing the Managing Director or CEO;
- Monitoring organisational performance and risk;
- Approving contracts, staff remuneration, and related-party transactions.
8.3 Appointment and Removal of Directors
- Directors are appointed by ordinary resolution of the members for a term of three (3) years and may be re-elected for subsequent terms.
- A Director may resign by giving written notice to the Chairperson or Secretary.
- A Director may be removed by a special resolution of the members at a general meeting or by a unanimous resolution of the remaining directors if they:
Fail to attend three consecutive Board meetings without apology;
Breach the duties of directors under this Constitution, the Corporations Act, or ACNC Act;
Are disqualified from managing a corporation.
8.4 Chairperson and Secretary
- The Board must elect a Chairperson and a Secretary from among its members at its first meeting after the AGM each year.
- The Chairperson leads Board meetings, ensures good governance practices, and may represent the Company externally when needed.
- The Secretary ensures the accurate recording of minutes, maintains registers, and manages notice of meetings and statutory reporting.
8.5 Meetings of the Board
- The Board must meet at least four (4) times a year.
- A meeting may be held in person, by teleconference, or through other agreed-upon technologies.
8.6 Quorum for Board Meetings
- A quorum is a simple majority of current Directors (e.g. if 5 Directors are appointed, 3 must be present).
- No business may be conducted unless a quorum is present.
8.7 Decision-Making and Voting
- Each Director has one vote.
- A resolution is passed by a majority of votes of the Directors present and voting at a meeting.
- In the case of a tie, the Chairperson has a casting vote.
8.8 Notice of Board Meetings
- At least 7 days’ written notice must be given to each Director unless all Directors agree to a shorter notice period.
- Notices may be delivered by email or other electronic means.
- The notice must specify the date, time, location (or virtual access), and key agenda items
8.9 Use of Technology
- A meeting of the Board may be convened using any technology agreed to by all Directors. Participation by such means constitutes presence at the meeting.
8.10 Proxy Voting
- Proxy voting is not permitted at Board meetings. Directors must be present (in person or via technology) to vote.
8.11 Delegation to CEO or Managing Director
- The Board may appoint a Managing Director or Chief Executive Officer (CEO) to manage day-to-day operations.
- The CEO shall:
- Be accountable to the Board;
- Implement the strategic plan and Board policies;
- Recruit and manage staff and volunteers;
- Provide regular reports on performance, risks, and compliance.
- The relationship between the Board and CEO shall be governed by a formal position description and reporting schedule.
8.12 Delegation and Committees
- The Board may delegate functions to a committee of Directors or staff, provided:
- The delegation is recorded in writing;
- The committee is subject to oversight and retains no independent decision making authority outside the scope defined by the Board.
8.13 Director Duties and Responsibilities
All Directors must comply with their legal, fiduciary and ethical obligations, including those set out in Governance Standard 5 of the Australian Charities and Not-for-profits Commission Regulation 2013. Directors of the Company must act in a voluntary capacity and must not receive any remuneration for their service as Directors. This prohibition includes any sitting fees or honorariums. Directors may only be reimbursed for out-of-pocket expenses incurred in carrying out their duties, and such reimbursements must be approved by the Board and comply with the Company’s conflict of interest policy. These duties include:
- To act with reasonable care and diligence;
- To act in good faith in the best interests of the organisation and its charitable purposes;
- Not to misuse their position or information;
- To disclose and appropriately manage conflicts of interest;
- To ensure the financial affairs of the Company are managed responsibly;
- Not to allow the Company to operate while insolvent.
8.14 Execution of Documents
The Company may execute a document without using a common seal if the document is signed by:
- Two Directors; or
- One Director and the Secretary. Execution may occur via handwritten or electronic signature.
8.15 By-laws
The Board may make, amend or repeal by-laws to support the implementation of this Constitution, provided such by-laws do not conflict with this Constitution or applicable law. By-laws must be recorded in Board minutes and made available to members upon request.
9. Conflict of Interest
9.1 A Director who has a material personal interest in a matter being considered must:
- Declare the interest before discussion;
- Abstain from voting on the matter;
- Absent themselves from the discussion if required by the Board;
- Ensure the conflict is recorded in the minutes and in a register of interests.
- Dispute Resolution
9.2 This clause applies to disputes under this Constitution between:
- A member and another member;
- A member and the Board or the Company.
9.3 The parties must first attempt to resolve the dispute themselves within 14 days.
9.4 If unresolved, any party may notify the Board in writing and request mediation.
9.5 The mediator must be:
- Agreed upon by both parties, or
- Appointed by the ACNC or a relevant legal authority if no agreement is reached.
9.6 The mediator must:
- Be unbiased and independent;
- Allow each party a reasonable opportunity to present their case;
- Not make a binding decision unless both parties request this.
9.7 The mediation process must be completed within a reasonable timeframe.
10. General Meetings
10.1 An Annual General Meeting (AGM) shall be held each year in accordance with the Corporations Act.
10.2 Business of Annual General Meeting The business of an annual general meeting may include any of the following, even if not referred to in the notice of meeting:
- confirmation of the minutes of the previous general meeting, except at the first annual general meeting;
- the consideration of the reports that are required under the Corporations Act and the ACNC Act;
- the appointment and remuneration of the Auditor; and
- asking questions about the management of the Company and asking questions of the Auditor.
10.3 Special general meetings may be convened by the Board or as required by law.
10.4 Notice of General Meeting
- 21 days’ notice of every general meeting convened under rules 10.1 or 10.3 must be given to:
- every Member entitled to receive notice; and
- each Director.
- A notice of general meeting must specify:
- the date, time and place of the meeting;
- if the meeting is to be held in 2 or more places, the technology that will be used to facilitate the meeting;
- the general nature of the business to be transacted at the meeting; and
- any other matters as are required by the ACNC Act or Corporations Act.
- The Board may extend an invitation to any person, corporation or other entity to sit at a general meeting, provided that any such invitee is not entitled to vote on matters.
- A corporation invited to attend a general meeting under rule 10.4(c), may appoint more than one representative to attend, but only one representative may exercise the corporation’s powers at any one time.
- Waiver of notice: Despite clause 10.4(a), the Members may agree to shorter notice for a general meeting, including a Special General Meeting, provided that:
All members entitled to receive notice give written consent to the shorter notice period; and
Such consent in provided before the meeting is held.
- A meeting convened with waived notice in accordance with this clause is considered validly convened.
10.5 Quorum at General Meetings
- No business may be transacted at a general meeting, except the election of a Chairperson and the adjournment of the meeting, unless a quorum of Members is present when the meeting proceeds to consider business.
- The presence of 3 Members shall constitute a quorum for any general meeting.
- For the purpose of determining whether a quorum is present under rule 10.5(b), a person attending as the Proxy of a Member is deemed to be a Member of the Company.
- If a quorum is not present within 30 minutes after the time appointed for a general meeting:
where the meeting was convened by the Board on the request of a Member, the meeting must be dissolved; or
in any other case: A. the meeting stands adjourned to the day, and at the time and place, that the Board decides or, if the Board does not make a decision, to the same day in the next week at the same time and place; and B. if, at the adjourned meeting, a quorum is not present within 30 minutes after the time appointed for the meeting, the meeting must be dissolved.
10.6 Proxies
- A Proxy may, but need not be, a Member of the Company.
- A Proxy may be appointed for:
- all general meetings;
- any number of general meetings; or
- a particular general meeting
10.7 The Company may hold a general meeting (including an annual general meeting) at two or more venues using any technology that gives the Members as a whole a reasonable opportunity to participate.
10.8 A Member who participates in a general meeting using such technology is taken to be present in person at the meeting.
10.9 The meeting is taken to be held where the chairperson conducts the meeting.
10.10 The Company must ensure that the technology used allows all participating Members to clearly and simultaneously communicate with each other.
10.11 Notice of a general meeting must include sufficient information to allow Members to participate using the relevant technology.
11. Financial Records and Reporting
11.1 The Company must:
- Keep proper financial records that correctly record and explain its transactions, financial position, and performance;
- Ensure financial statements are prepared annually and lodged with the ACNC;
- Maintain a register of members and ensure access is provided upon reasonable request;
- Keep records that allow true and fair financial statements to be prepared and audited;
- Maintain minutes of Board and general meetings, resolutions, and notices;
- Retain all records for at least 7 years;
- Keep financial and membership records safe and accessible to the Board and relevant regulators.
11.2 The Gift Fund will be separately identified in financial statements and subject to appropriate auditing or review if required by law.
12. Indemnity and Insurance
12.1 To the extent permitted by law, the Company indemnifies each Director, officer and former Director and officer of the Company against all losses or liabilities incurred by that person as an officer of the Company, including:
Liability for negligence; and
Legal costs and expenses incurred in defending proceedings, whether civil or criminal:
- In which judgment is given in their favour or they are acquitted; or
- In connection with an application in which the court grants relief to the person under the Corporations Act; or
- That are incurred in good faith in the course of performing their duties, even if the outcome is not ultimately in their favour, provided the conduct was honest, reasonable and in the best interests of the Company.
12.2 The Company may pay the premium on a contract insuring a person who is or has been a Director or officer of the Company against liability incurred by the person as an officer of the Company, except as prohibited by law.
13. Winding Up Clause
13.1 If the Company is wound up, any remaining assets after payment of liabilities must be transferred to another charitable organisation that is:
- Registered with the ACNC; and
- Endorsed as a Deductible Gift Recipient under the ITAA 1997; and
- Has similar purposes to those of the Company
13.2 Members do not benefit personally from the winding up of the Company.
14. Liability of Members
14.1 The liability of each Member is limited.
14.2 Each Member undertakes to contribute an amount not exceeding ten dollars ($10.00) to the property of the Company if it is wound up while they are a Member, or within one year afterwards, for:
- Payment of the debts and liabilities of the Company contracted before the Member ceased to be a Member; and
- Costs, charges, and expenses of winding up
15. Common Sea
15.1 The Company may have a common seal.
15.2 If the Company has a common seal:
- The name of the Company must appear in legible characters on the seal;
- The seal must be kept securely as determined by the Board; and
- The seal may only be used with the authority of the Board.
15.3 The Company may execute a document without using a common seal if the document is signed by:
- Two Directors of the Company; or
- A Director and the Secretary of the Company.
16. Insurance
16.1 To the extent permitted by law, the Company may pay the premium on a contract insuring a person who is or has been a Director or officer of the Company against any liability incurred by the person in their capacity as a Director or officer of the Company.
16.2 The insurance may cover liabilities incurred both during and after the period of their office or employment with the Company.
16.3 This clause does not apply to a liability that arises out of conduct involving a wilful breach of duty or improper use of position or information by the person insured.
17. Amendments to Constitution
17.1 This Constitution may only be amended by a special resolution of members and in accordance with the Corporations Act and ACNC Act.
17.2 No amendment shall be made that alters the not-for-profit or winding up clauses if it would affect the Company’s entitlement to charity or DGR status.
18. Definitions and Interpretation
In this Constitution:
ACNC Act means the Australian Charities and Not-for-profits Commission Act 2012 (Cth).
Board means the Board of Directors of the Company.
Chairperson means the person elected by the Board to preside over meetings.
Company means Our Ocean School Ltd.
Corporations Act means the Corporations Act 2001 (Cth).
Director means a person appointed or elected to the Board in accordance with this Constitution.
DGR means a Deductible Gift Recipient under the Income Tax Assessment Act 1997 (Cth).
Financial Year means the period from 1 July to 30 June, or another period as determined by the Board.
Gift Fund means the fund established under clause 7 of this Constitution to receive gifts and donations.
Member means a person admitted as a member of the Company in accordance with this Constitution.
Register of Members means the register maintained in accordance with the Corporations Act.
Special Resolution has the meaning given in the Corporations Act.
Secretary means a person appointed as the Company Secretary of the Company.
Surplus Assets means any assets of the Company that remain after paying all debts and other liabilities, including the costs of winding up.
