Constitution summary
Purposes, not-for-profit rules, members, directors and winding up.
Our purpose
The Midlife Foundation is a charitable institution whose principal activity is to promote the prevention and control of diseases in human beings. The diseases it targets are the genitourinary, pelvic floor and sexual health diseases and conditions of perimenopause and menopause, including genitourinary syndrome of menopause, urinary incontinence, pelvic organ prolapse, and sexual pain and dysfunction associated with menopause. It does this through public education, early recognition, training of health professionals and support to seek treatment.
Not for profit
Our income and property are used only for our purpose. Nothing is paid to members or directors as profit. Directors receive no fees. Reasonable expenses and payments for genuine services, approved by independent directors at or below market rates, are allowed.
Members and directors
The Foundation is a public company limited by guarantee. The board has between four and seven directors, and a majority must be independent. The Treasurer must be independent. Directors serve three year terms and may be reappointed up to three times. Directors must meet the Australian Charities and Not-for-profits Commission Governance Standards and must not be disqualified from managing a corporation or from being a responsible person of a charity.
Conflicts
A director with a material personal interest must declare it, must not vote and must leave the meeting while the matter is decided.
Winding up
If the Foundation is wound up, any surplus assets go to another charity with similar purposes that is not for profit and is registered with the Australian Charities and Not-for-profits Commission. They never go to members or directors.
Gift fund
The Foundation maintains a gift fund. All gifts of money or property, deductible contributions, and money received because of them go into the gift fund, are recorded separately and are used only for the Foundation's principal purpose. Receipts are issued in the Foundation's name.
Winding up or loss of tax deductible status
On the earlier of the Foundation being wound up or its deductible gift recipient endorsement being revoked, any surplus gifts, deductible contributions and money received because of them must be transferred to another deductible gift recipient that is also a registered charity.
Copy of the constitution
The full constitution must be drafted or checked by a lawyer to include each clause above, then adopted by members. It will be published once the company is registered.