Governance and constitution
Australian Poetry Limited – Governance and Accountability Statement
Australian Poetry exists as a national poetry body to interconnect and support a flourishing community of Australian poets, to enhance and promote their poetry, here and internationally, and to reach and engage directly with readers, lovers and potential admirers of Australian poetry, and promoters of it.
Australian Poetry Limited (‘Australian Poetry’) came into being as a national organisation at the request of Australia’s national arts funding body, the Australia Council for the Arts. As a result, two former state-based incorporated poetry associations — The Poets Union Inc (NSW) and Australian Poetry Centre Inc (Vic) — wound down and their assets passed to the new national entity with effect from 1 January 2011.
Australian Poetry consulted with the Australia Council for the Arts on the appropriate legal structure for the new national organisation. The former state bodies had operated under state legislation as associations, with all members able to vote on association business. The Australia Council for the Arts advised that, to operate nationally, the new entity needed to be a company, under the Commonwealth Corporations Act 2001, registered with the Australian Securities and Investments Commission, and should adopt a structure where its founding members became the inaugural directors, and voting members comprise current and past directors.
Australian Poetry Limited thus has two types of members:
Subscriber members: who receive a range of services from the company in return for their membership fee.
Constitutional members: who have acted or who currently act as directors of the company.
Australian Poetry Limited was incorporated as a not-for-profit public company ‘limited by guarantee’ under the Corporations Act 2001, on 1 September 2010 (ACN 146 117 679) and commenced its activities on 1 January 2011 . The ‘not-for-profit’ status does not prevent Australian Poetry making profits, but prevents it distributing assets back to its members if it is wound up. If it does cease to operate, its net assets will be passed to another company of a similar non-profit structure, to be utilised for the same purposes, the promotion of literature.
Legislation imposes on the directors governance obligations and liability for the company’s debts if it trades while insolvent. The constitution of the company requires directors to retire compulsorily after a maximum of 3 years on the board though they may submit for re-election. While the Constitution permits directors in theory to earn directors’ fees or contract with the company for profit, the Board is voluntary and has adopted a policy against receiving financial or in-kind benefits.
The company’s Constitution makes ‘the promotion of literature’ the company’s object. The Constitution can be accessed on Australian Poetry’s website. The Board develops the company’s strategic plan and business plan to project in detail for the next three years how the company intends to fulfil that object.
Australian Poetry has also become a registered charity to promote literature through its cultural activities. It is permitted to raise funds from the public for this purpose through its public trust fund, The Australian Poetry Public Fund. With this Deductible Gift Recipient Status (DGR) people can donate money to the Fund to use for the promotion of literary cultural purposes. People who donate to the Public Fund can claim an income tax deduction for gifts over $2.00.
Because of its not-for-profit and charitable status, Australian Poetry does not have to pay income tax and has GST and FBT concessions.
The Board of Australian Poetry holds itself responsible to its subscriber members by reporting on its activities through its various publications and events, and by regular evaluation of the quality of its services.
Given its structure, Australian Poetry is formally responsible to many stakeholders who scrutinise its governance. As a public company registered at ASIC and with a DGR trust fund, it must have its financial statements independently audited every year and lodge the audited accounts, with the directors’ statement, financial statement and auditors’ report, at ASIC for public examination within 3 months of the end of its financial year.
The company has adopted a calendar financial year and prepares its accounts to 31 December each year, for audit and tabling at the Annual General Meeting of the company, usually in February or early March. It must hold an Annual General Meeting (AGM) each year with 21 days’ notice to its Board members, past and present. At the AGM it must provide a financial report, director’s report and auditors’ report; deal with the compulsory retirement of directors and re-election and/or election of directors.
The company must account for its GST on a cash basis quarterly. As a DGR, the company submits half-yearly returns on fundraising activities to the Commonwealth Register of Cultural Organisations, giving data on gifts received.
In addition to this compulsory compliance activity the company will, as part of its governance activities, undergo an independent governance assessment every three years. The first of these independent analyses of all aspects of the company’s governance was successfully conducted by Mr David Fishel of Positive Solutions who delivered his report to the board on 4 June 2012.
31 October 2012
Australian Poetry Constitution
The full Constitution of Australian Poetry Limited may be found here.