Lord Mayor's Charitable Foundation Act 2017

This Act contains several recurring legal and governance concepts that structure decision-making and legal relationships.

Object and functions. The Foundation is given an object that is broad and public‑oriented: respond to social, economic, cultural, educational, environmental and other charitable needs of the community for the public benefit (s5). The functions attach to that object and are practical: hold and administer the Fund and other charitable trusts, manage charitable trusts, coordinate fundraising, make grants, educate donors, research community needs, form partnerships and other undertakings, and any ancillary lawful activity to attain the object (s6(1)-(2)).

Corporate capacity and not-for-profit status. The Foundation has perpetual succession, may sue and be sued in its corporate name, may hold and dispose of real and personal property and is expressly a not-for-profit body (s4(2)(a), (d)-(g)). The official seal is prescribed and courts must take judicial notice of it absent contrary proof (s9).

Trustee and investment powers. The Foundation has broad power to do things necessary or convenient to perform its functions (s7(1)), and may invest Fund money in any manner permitted by the Trustee Act 1958 (s7(2)(b)). The Act also applies the trustee power provided by s7K of the Charities Act 1978 to the Foundation in respect of charitable trusts it administers, whether or not a s7K declaration is in force (s8(1)-(2)). This imports Commonwealth trustee powers as they operate under that statute into the Foundation’s state statute framework.

Board governance. The Board is the governing body and is responsible for management and may exercise the Foundation’s powers (s11). Membership is by appointment of the Board (s12(1)), subject to composition considerations (s12(2)) and advertising requirements for vacancies (s12(5)). A Nominations Committee is mandatory and is chaired by the Lord Mayor, with the majority of its members required to be non-Board members (s13(1)-(2)). Terms, reappointment limits and retirement rules are specified (s15). The Chair and Deputy Chair are elected by the Board but are limited to three consecutive years in each office (s16).

Decision‑making thresholds. The Act uses a special resolution threshold (three quarters majority of members present and voting) for key powers, namely delegation of functions to committees and making the rules of the Board (s3; s24; s31). Ordinary Board voting is to be governed by the rules made by the Board (s22).

Fund structure and distribution controls. The Fund receives gifts, income and proceeds (s26(1)). Payments out are defined, notably to hospitals or other charitable organisations established or carried on within Victoria that are deductible gift recipients under the Commonwealth Income Tax Assessment Act 1997, with costs of administration recoverable (s26(2)). An exception route is provided where the Board may apply to the Minister for written approval to make grants to out-of‑state DGRs, and the Minister may grant and revoke that approval (s27).

Transitional conversion and donor instruments. The Act contains construction provisions that convert prior references to the old Board and Fund and that convert donor instruments that specified metropolitan-area beneficiaries to beneficiaries established or carried on within Victoria (s33; s38; s39). Subsection 39(3) bars any cause of action arising from that conversion.

These concepts together create a statutory charity administrator that has broad trustee and investment powers, a Board that self-appoints within statutory bounds and exercises key powers by special resolution, and statutory constraints on grant geography with a ministerial exception pathway.

Directly affected parties

• Foundation Board members. The Act determines how Board members are appointed, their terms (not exceeding three years per instrument), limits on consecutive years in office (s15(1)-(2)), grounds for vacation of office including insolvency and criminal conviction (s15(3)(c)-(e)), removal for incapacity (s15(5)) and election of Chair and Deputy Chair (s16). Members must attend meetings or risk vacancy for failure to attend three consecutive meetings without Board approval (s15(3)(d)). Members are the primary decision-makers for appointments, rule-making and delegation (s12; s24; s31).

• The Lord Mayor. The Lord Mayor is the statutory chair of the Nominations Committee (s13(2)(a)) and the honorary Founding Patron of the Foundation (s17(1)). The Lord Mayor also has a duty to appoint members if all Board offices are vacant within 14 days (s14). Those are concrete statutory roles that create influence over nominations and an appointment backstop.

• Donors and testamentary givers. Donor instruments and contributions that previously limited benefit to charitable organisations within the metropolitan area are treated as if they now reference organisations established or carried on within Victoria (s39(1)-(2)). The Act bars causes of action arising from that conversion (s39(3)), so donors and beneficiaries cannot bring a court claim simply because geographic scope was broadened by the Act.

• Beneficiary organisations. The Fund’s default distribution rule restricts grants to deductible gift recipients established or carried on within Victoria (s26(2)(a)). Affected charities outside Victoria must rely on the Board applying for ministerial approval under s27 and that approval being granted in writing. Beneficiary hospitals and charities in Victoria therefore have a priority path to funding, while out-of-state DGRs are subject to ministerial discretion.

• Staff and the chief executive officer. The Foundation must appoint a chief executive officer (s29(1)(a)) and may appoint other staff (s29(1)(b)). Transitional provisions protect the current CEO and staff, preserving their positions, terms and accrued rights (s37(1)-(2)). Staff are prohibited from accepting commissions on money collected or received on behalf of the Fund (s29(3)). The Foundation sets terms of service including remuneration and termination (s29(2)).

Indirectly affected parties

• Courts and tribunals. Courts and tribunals are directed to take judicial notice of the Foundation’s official seal and to presume it was duly affixed until the contrary is proved (s9(2)). That affects evidentiary treatment of Foundation documents.

• The Minister. The Minister has a narrow statutory role concerning approval of applications to apply Fund money to out-of‑Victoria DGRs (s27). The Act does not create broader ministerial oversight or appointment powers.

• Third-party partners, research institutions, businesses and governments. The Foundation is expressly empowered to enter partnerships and joint ventures with a wide range of bodies to pursue its object (s6(2)(e)). Those parties may be affected by the Foundation’s capacity to form commercial and philanthropic relationships.

• Regulators and taxation authorities. The Fund’s distributions hinge on deductible gift recipient status as defined in the Commonwealth Income Tax Assessment Act 1997 (s26(2)(a)), therefore the Australian Taxation Office’s DGR determinations remain relevant to who can receive Fund money.

• Former Board, patrons and donors. Transitional provisions transfer former Board members to the new Board (s35), transfer patrons (s36), and continue the legal effect of prior Board decisions as if done by the Foundation (s33). Donor documents made before commencement operate under s39.

Who pays, who decides, and behaviour changes

• Who pays. Donors and funders provide money into the Fund (s26(1)(a)); the Fund bears the cost of its administration (s26(2)(c)). The Foundation can expend Fund money on grants and administration as permitted (s26).

• Who decides. The Board controls appointments, makes rules and delegates functions by special resolution, sets investment policy within Trustee Act limits (s12; s24; s31; s7(2)(b)), and determines grants subject to the Act’s geographic and DGR constraints (s26-27). The Lord Mayor chairs the Nominations Committee and has the power to fill the Board if all offices fall vacant (s13; s14). The Minister decides only on applications under s27.

• Behaviour changes. The Act centralises governance within the Board and formalises nomination and appointment processes, increasing the need for documented appointment instruments and Board rules. It requires adherence to trustee and investment obligations under the Trustee Act and the Charities Act trustee powers, imposing legal duties on Board members when making investment and grant decisions (s7; s8). Donors who had confined gifts to the metropolitan area must expect their gifts will be treated as Victoria-wide unless they provide alternative terms outside the Fund, and beneficiary charities outside Victoria must pursue ministerial approval for funding.

Statutory duties of the Foundation and the Board

• Management and exercise of powers. The Board is responsible for management of the affairs of the Foundation and may exercise the Foundation’s powers (s11(1)-(2)). That is a primary managerial duty owed to carry out the object (s5) and functions (s6).

• Fiduciary and trustee duties by implication. The Foundation is trustee of the Fund and other charitable trusts it administers (s6(1); s25). The Act expressly grants trustee powers via the Charities Act 1978 s7K application (s8), and investment powers under the Trustee Act are permitted (s7(2)(b)). Those express statutory incorporations mean the Board must exercise powers in a manner consistent with trustee duties, including proper investment and duty to beneficiaries, as traced to the statutory instruments cited.

• Rule-making and procedural duties. The Board must keep proper records of proceedings and affairs (s23) and is required to call and hold annual and ordinary meetings with specified agendas and frequencies (s10; s18). The Board must establish a Nominations Committee and determine its terms of reference (s13(1)). The Board must advertise vacancies before filling them (s12(5)).

• Delegation and limits. The Board may delegate functions by special resolution, but cannot delegate the power to make rules of the Board or the power of delegation itself (s24). Delegation must be exercised by special resolution (s24). The requirement for a special resolution imposes a higher voting threshold for delegation.

• Chief executive and staff duties. The Foundation must appoint a chief executive officer and may appoint other staff, determine their terms and must prohibit staff accepting commissions on Fund monies (s29(1)-(3)).

Rights and protections

• Corporate capacity rights. The Foundation may sue and be sued and may hold property in its corporate name (s4(2)(d)-(e)), which is a right enabling legal action and property dealing.

• Seal and document authentication. Documents may be authenticated by the official seal or by signatures of two Board members or by anyone with written authorisation to authenticate (s9(3)). Courts must take judicial notice of the seal (s9(2)), which facilitates presumptions around authenticity.

• Public annual meeting attendance. Annual meetings must be public, though only members may vote (s10(4)). That grants public access to the Foundation’s annual proceedings but preserves member voting control.

• Protection of prior acts and instruments. Transitional provisions continue the effect of past decisions and instruments as if made by the Foundation, protecting continuity (s33(1)-(2)). Staff retain accrued rights under transitional arrangements (s37).

Constraints and required processes

• Term limits and eligibility. Members cannot serve more than nine consecutive years (s15(2)), and are limited to specific term lengths in the instrument of appointment (s15(1)). Chair and Deputy Chair cannot hold those offices for more than three consecutive years (s16(3)).

• Grounds for vacancy. The Act sets out grounds for office vacancy including insolvency under administration, conviction of an indictable offence, failure to attend three consecutive meetings without approval, and disqualification from managing a corporation under a law (s15(3)(c)-(f)).

• Advertising and composition. Before filling a vacancy, the Board must advertise the vacancy (s12(5)); the Board must take into account composition skill, expertise and recommendations from the Nominations Committee when making appointments (s12(2)).

• Grant geography and taxation status. Payments from the Fund are permitted to DGRs established or carried on within Victoria (s26(2)(a)). For applicants outside Victoria, Board must apply to the Minister for written approval and impose any specified conditions (s27(1)-(2)).

Notice, meeting and voting procedures

• Ordinary meetings must be held at least quarterly (s18(1)), and special meetings have prescribed notice requirements and purposes (s19). Quorum is the greater of three members or a majority of current members (s21). Voting rules are set out in the Board’s rules, which themselves require a special resolution to adopt (s22; s31). The use of special resolution for core governance tools increases the internal decision threshold to 75 per cent of members present and voting (s3 definition).

Enforcement pathways

• The Act contains member removal for incapacity (s15(5)) and vacancy triggers (s15(3)), but it contains no explicit criminal offences or express civil penalties for particular breaches of statutory duties. Enforcement of trustee and fiduciary duties therefore arises through general trust law, relevant statutory trustee powers imported by s8 and s7(2)(b), and potential review or challenge in courts under general law rather than under an express compliance-and-penalty regime inside the Act.

The Act contains no express criminal offences, monetary fines or administrative penalty regime tied directly to breaches of its provisions. It instead provides governance mechanisms, vacancy and removal provisions, and statutory presumptions that shape enforcement through normal legal channels.

Mechanisms that operate as enforcement levers

• Vacancy and removal. The Act specifies events that vacate office and gives the Board power to remove a member if the Board determines the member is no longer physically or mentally capable of carrying out duties (s15(3)(a)-(f); s15(5)). Removal for incapacity is an internal governance enforcement mechanism that the Board may exercise.

• Trustee and fiduciary law. The Foundation administers the Fund as trustee of charitable trusts (s6(1); s25) and has statutory trustee powers via the Charities Act 1978 s7K application (s8). Those statutory incorporations do not themselves prescribe penalties, but they embed the Foundation into the trustee duty regime. Breaches of trustee duties, misapplication of trust property or improper investments will be enforceable by beneficiaries and, where appropriate, by the Attorney-General or other parties under general trust and equity law.

• Court presumptions about the seal. Courts and other judicial actors must take judicial notice of the Foundation’s official seal and, until contrary is proved, must presume it was duly affixed (s9(2)). That obliges litigants to adduces proof to rebut authenticity, streamlining evidentiary treatment of documents.

• Ministerial approval route and revocation. For grants outside Victoria the Board must obtain a written approval from the Minister (s27(1)-(3)). The Minister’s power to revoke the approval (s27(2)) acts as an enforcement lever over the geographic application of Fund resources.

Absence of internal penalty clauses

• No specified fines or sanctions. The Act does not prescribe fines, civil penalty provisions or criminal offences for contraventions of the Act’s provisions such as failure to advertise vacancies (s12(5)), failure to hold ordinary meetings (s18), or failure to keep proper records (s23). Enforcement would therefore proceed, if at all, by common law remedies, equitable relief, internal governance action, or, where applicable, charity regulator or taxation consequences under other laws.

Potential external enforcement pathways

• Charity regulator and taxation consequences. Although not referenced in detail in the Act, the Foundation’s conduct as a trustee and its use of DGR-based grants engage Commonwealth tax law and the Australian Charities and Not-for-profits Commission regulatory framework where applicable. Misuse of deductible gift funds or non-compliant conduct could attract investigation or sanctions by relevant regulators under their enabling statutes; the Act itself does not create or detail those enforcement avenues.

Practical implications

• Internal governance should be robust because statutory enforcement is largely indirect. The Board’s power to remove members for incapacity and the legal obligations that flow from trustee law are the principal real-time enforcement levers inside the Act; courts and regulators remain the external enforcement mechanisms for legal failures. The Minister’s written-approval power is a narrow, discretionary statutory control over cross-border grant distribution.

The Act explicitly cites and imports or cross-references several external statutes and statutory concepts, shaping interaction across governance, trust and tax law.

Trust and investment law

• Trustee Act 1958. The Foundation may invest money in the Fund "in any manner in which money may be invested under the Trustee Act 1958" (s7(2)(b)). That cross-reference directly subjects investment choices to the Trustee Act’s standards, duty of care and permitted investment frameworks. Board investment policy must therefore be designed to comply with Trustee Act constraints.

• Charities Act 1978, s7K. The Act applies s7K of the Charities Act 1978 to the Foundation in respect of any charitable trust of which it is trustee, whether or not a Commonwealth declaration under s7K(3) is in force (s8(1)-(2)). Section 7K confers on trustees a range of powers for managing charitable trusts; its application imports Commonwealth trustee-related powers into the state statutory operator’s toolkit. The precise content of s7K is not reproduced in the Act, but the Act’s express application places the Foundation within the Charities Act regime for trustee powers.

Tax law

• Income Tax Assessment Act 1997. Section 26(2)(a) conditions payments out of the Fund to organisations that are deductible gift recipients within the meaning of the Income Tax Assessment Act 1997. The Foundation must therefore verify DGR status under Commonwealth taxation law before making grants. That link can limit potential recipients and requires coordination with ATO DGR lists and rulings.

State law and statutory continuity

• Repeal and continuity. The Lord Mayor's Charitable Fund Act 1996 is repealed (s32). Transitional provisions preserve continuity by treating the Foundation as the same body as the former Board and by construing references across Acts, instruments and documents to refer to the new Foundation and Fund (s33; s38). These provisions avoid legal disruption from the repeal and preserve prior decisions and property transfers.

Administrative and evidentiary interaction

• Seal evidentiary rules. The Act requires courts and tribunals to take judicial notice of the official seal and to presume it was duly affixed unless the contrary is proved (s9(2)). That modifies evidentiary practice in proceedings involving Foundation documents.

Charitable instruments and donor law

• Conversion of donor geographic limits. Section 39(1) converts prior instruments limiting benefit to metropolitan area charities to be read as if they limited benefits to charities established or carried on within Victoria. Section 39(3) bars any cause or right of action in respect of that conversion. This changes the legal relationship the Fund has with past donors and beneficiaries, and limits litigation risk arising directly from the statutory conversion, though it does not remove general trustee duties.

Regulatory interface not created

• No express ACNC or Ministerial appointment regime. The Act does not create a new appointment power for the Minister, nor does it expressly incorporate the ACNC into its internal governance. Other regulators retain their independent enforcement and oversight powers under their own statutes, but the Act does not assign them new functions in relation to the Foundation.

Practical cross-checks

• Because the Act ties grants to DGR status (s26(2)(a)) and investment powers to the Trustee Act (s7(2)(b)), the Board must operate with awareness of both Commonwealth tax law and Victoria trustee/investment law. The s7K incorporation (s8) also means Commonwealth trustee powers and the policy matrix in the Charities Act are relevant to how the Foundation exercises trust discretions.

The Act as presented contains explicit statements about amendment history and current status.

• No amendments recorded. The Endnotes section indicates there are no amendments made to the Lord Mayor's Charitable Foundation Act 2017 by Acts and subordinate instruments at the date of publication (Endnotes, Table of Amendments). It also states there are no amendments not in operation (Endnotes 2-3).

• Commencement. The Act was assented to on 10 May 2017 and came into operation on 1 July 2017 (Endnotes 1). Section 2 sets out the commencement mechanics, allowing proclamation but providing 1 October 2017 as a backstop date for any provisions not proclaimed earlier (s2(1)-(2)). The endnote records a specific commencement date of 1 July 2017.

• Repeal of 1996 Act. The Act repealed the earlier Lord Mayor's Charitable Fund Act 1996 (s32). Transitional provisions (Part 6 Division 2) preserve continuity of rights, appointments, staff and instruments, including transfer of Board membership, patrons and staff terms (s33-37).

• Style and interpretative notes. The Endnotes include interpretative information about the Interpretation of Legislation Act 1984 and general rules concerning headings, examples and punctuation (Endnotes 1). These notes do not amend the substantive content but inform statutory construction.

• No subsequent amendment history is recorded in the provided text. Users should verify current consolidated versions for post-publication changes using the Victorian legislation website, but as of the version here the Act stands without recorded amending instruments.

Implications for practitioners

• Because the Act contains no recorded amendments beyond its original enactment, practitioners should treat the Act's present text as the authoritative statutory source for the Foundation’s governance. Any future amendments would change appointment thresholds, delegation power, financial controls or ministerial roles, so periodic checking of the consolidated statute is required.

The provided statutory text and Endnotes do not name any judicial decisions or litigation history under this Act. There are no cases cited in the Act text, and the Endnotes do not identify any litigation. Specific points for lawyers and researchers:

• No appellate or trial judgments are included. The Act contains no schedule of cases, and there is no case law reproduced in the text.

• Potential legal issues likely to generate dispute. While the text records no litigation, the provisions indicate areas where litigation could arise in future, including fiduciary or trustee duty disputes concerning investment or grant decisions under the Trustee Act and Charities Act powers (s7; s8), disputes over the correct construction or exercise of ministerial approvals under s27, or challenges in relation to the statutory conversion of donor instruments in s39, though s39(3) bars causes of action arising from that conversion.

• Bar on causes of action under s39(3). The Act explicitly states nothing done under s39 gives rise to any cause or right of action before any court or tribunal. That provision narrows an obvious litigation vector for donors or beneficiaries seeking relief based on the statutory re‑reading of donor instruments. However, s39(3) is limited to actions arising from the statutory conversion; other legal claims based on breach of trust, misadministration or contravention of general law remain open.

• Enforcement via general law. Because the Act contains no bespoke penalty regime, litigation under general law (trusts, equity, corporations law where relevant, taxation law) remains the principal route for dispute resolution and enforcement. Parties concerned about potential mismanagement or misuse of trust property would need to bring claims under those common law or statutory causes.

Practitioners should therefore search case law databases for any subsequent decisions referring to the Act, and consider the interplay of general trust and charity law claims with the Act’s specific procedural and transitional protections, notably s39(3).

This section focuses on provisions that are easily overlooked or that have concrete operational consequences.

Board self-appointment and special resolution thresholds. The Board appoints its own members (s12(1)). That self-appointment power combined with the special resolution requirement to make rules and delegate (s3; s24; s31) means the Board can entrench institutional rules by a 75 per cent majority of members present and voting. Practitioners should note that the Board may thereby create governance arrangements that are difficult to modify absent broad member consensus. The composition constraints (minimum numbers) and advertising requirement (s12(5)) apply, but the Board retains self-appointment power within those bounds.

Lord Mayor’s role in nominations and emergency appointment. The Nominations Committee is chaired by the Lord Mayor (s13(2)(a)) and that committee must have a majority of non-Board members (s13(2)(b)). The Lord Mayor thus has a statutory chairing role in nominations and a statutory duty to appoint a quorum of Board members if all offices are vacant within 14 days (s14). This creates an official foothold for the Lord Mayor without creating an ongoing appointment power. Practitioners should not assume the Lord Mayor has broad appointment authority beyond these specific roles.

Geographic change to donor instruments and litigation bar. Section 39 converts instruments limiting benefit to "metropolitan area" to "Victoria" and bars any cause of action arising from that conversion (s39(1)-(3)). That is a one-way statutory re-writing of donor terms that precludes donor or beneficiary litigation against the Foundation for that statutory effect. Donors who intended a narrow metropolitan benefit may find their intent broadened and without remedy under the Act. The Act does not, however, address donor intent beyond that conversion; donors seeking to preserve metropolitan-only impact would need to make new arrangements outside the Fund.

Ministerial approval process undefined. Section 27 allows the Board to apply to the Minister for approval to make grants to out‑of‑Victoria DGRs and requires that the approval be in writing (s27(1)-(3)). The Act does not prescribe criteria, timeframes, procedural steps, or rights of review for the Minister’s decision. That absence creates uncertainty for out‑of‑state applicants and for the Board when planning multi-year grants that may require ministerial sign-off.

No express penalties or regulator role. The Act lacks express infringement penalties or a supervisory regulator role. Enforcement of trustee duties will rely on general law and other regulators. This means internal governance, transparency and record-keeping are especially important because statutory enforcement avenues inside the Act are limited.

Seal evidentiary presumption. The court presumption that the seal was duly affixed (s9(2)) simplifies proving documents in litigation or transactions, but it also places evidentiary burden on parties challenging authenticity. Parties transacting with the Foundation should ensure they obtain clear written authorisations where the Act allows authentication without seal (s9(3)(b)).

Chair and Deputy Chair rotation constraint. The Chair and Deputy Chair may not hold those offices for more than three consecutive years (s16(3)). The office however becomes vacant automatically at the first ordinary meeting after each annual meeting (s16(4)(a)-(5)(a)), which could lead to churn if not managed. Boards should maintain succession planning and record term counts including predecessor service before the Act (s35(3)).

Advertising vacancies is mandatory but process undefined. The Board must advertise vacancies "by any means that the Foundation considers appropriate" (s12(5)). The Act sets the requirement but leaves the method to the Foundation. This creates operational discretion but also legal risk if the Board’s advertising is inadequate to attract necessary skills; the requirement may be scrutinised by stakeholders.

Staff commission prohibition. Staff are forbidden from accepting commissions for money collected on behalf of the Fund (s29(3)). Procurement and fundraising arrangements must be structured to ensure compliance.

Annual meeting public, but voting restricted. Annual meetings must be public (s10(4)), yet only members may vote (s10(4)). That creates a transparency obligation while preserving member decision control. Practically, the Foundation must manage public attendance and minute disclosures while safeguarding member voting.

Construction across statutes. References in other Acts, subordinate instruments and documents are to be read as referring to the Foundation and the Fund (s38). That affects statutory cross-referencing and administrative relationships; practitioners should ensure that inter-agency memoranda and instruments are updated as appropriate.

This section sets out practical compliance steps and checklists tied to the Act’s text. It is an operational blueprint for boards, executives, advisers and auditors.

Board composition and appointment

• Confirm Board size. Ensure the Board at all times has not less than 3 and not more than 9 members (s12(1)), but do not allow the membership to be less than 5 for longer than 90 days unless exceptional circumstances apply (s12(3)). If membership falls below 3, remaining member(s) must appoint sufficient members to reach at least 3 (s12(4)).

• Advertising. Before filling any vacancy, advertise the vacancy by means suitable to the Foundation, and retain records of the advertisement and recruitment process (s12(5)). Given no prescribed method, adopt a documented policy defining channels, timelines, candidate shortlisting and record retention.

• Nominations Committee. Establish the Nominations Committee under s13(1) and adopt terms of reference covering candidate search, conflict-of-interest management, assessment criteria and recommendation procedures. Ensure the Lord Mayor is invited to chair and that a majority of nominees to the Committee are non-Board members (s13(2)(a)-(b)).

• Appointment instruments. Issue written instruments of appointment specifying the term (not exceeding three years) for each member (s15(1)). Record start and end dates carefully to track consecutive-year limits under s15(2).

Term limits, succession and removal

• Monitor consecutive years in office. Track cumulative service to ensure no member holds office for more than nine consecutive years (s15(2)). Count consecutive years of service that commenced prior to the Act’s commencement as included for these calculations (s35(3)).

• Rotate Chair and Deputy Chair. Elect a Chair and Deputy Chair at the first ordinary meeting after each annual meeting or when a vacancy arises (s16(1)-(2)). Ensure no person holds the same office for more than three consecutive years (s16(3)). Document elections and term counts.

• Resignation and removal processes. Provide standard resignation forms and ensure resignations are delivered to the Chair or the CEO per s15(4). Adopt a documented process for removal on incapacity, including medical or occupational assessments, notice and appeal procedures where appropriate (s15(5)).

Meetings, notice and records

• Ordinary meetings frequency. Schedule ordinary meetings at least every three months and make dates and times by Board resolution or by the Chair (s18(1)-(2)). Publish a meeting calendar.

• Special meetings. Implement a written process for initiating special meetings: the Chair or Deputy Chair may call one at any time (s19(1)); the CEO must call a special meeting on request of at least one third of the members (s19(2)). Issue written notice at least seven days before meetings unless all members consent in writing to shorter notice (s19(3)-(5)). Keep copies of consent and notices.

• Quorum and voting. Ensure quorum rules are applied: the greater of three members or a majority of current members (s21). Adopt Board rules addressing voting modalities, proxies if any, and minute-taking in accordance with s22 and s23. Remember that adoption of the Board’s rules requires a special resolution (s31(1)).

• Annual meeting agenda and publicity. Hold an annual meeting as soon as practicable after 30 June with an agenda including financial statements and auditor’s reports for the Foundation and the Fund, and details of membership changes (s10(1)-(2)). Publish notice that the annual meeting will be public and prepare to record attendance consistent with privacy considerations (s10(4)).

Delegation, rules and committees

• Special resolution for rules. Adopt rules of the Board by special resolution, ensuring a three quarters majority of members present and voting, and ensure the rules are not inconsistent with the Act (s3; s31(1)-(2)). Maintain an up-to-date rules register and public summary.

• Delegation register. Where functions are delegated to committees, do so by special resolution and maintain a delegation register specifying the delegated functions, committee membership, reporting lines and expiry (s24; s28(1)(a)). Note that rule-making and the power of delegation cannot be delegated (s24).

• Committee records. Ensure each committee keeps proper records (s28(2)) and that committee minutes are presented to the Board at regular intervals.

Fund accounting, investments and grant-making

• Receipt and application of Fund money. Ensure all money given to the Fund, income from investments and proceeds of sales are paid into the Fund (s26(1)). Implement accounting controls to segregate Fund assets and record income and administration expenses per s26(2)(b)-(d).

• Investment policy compliance. Draft and adopt an investment policy that complies with the Trustee Act 1958 and takes account of Charities Act trustee powers under s7K as applied by s8. Document investment decisions, risk assessments, valuations and compliance with trustee duties.

• DGR verification. Before making grants, verify that recipient organisations are deductible gift recipients under the Income Tax Assessment Act 1997 (s26(2)(a)). Maintain evidence of DGR status, such as ATO confirmation or public DGR lists.

• Ministerial approval process. For proposed grants to DGRs not established or carried on within Victoria, prepare and file a written application to the Minister under s27(1). Maintain written records of the application and any written approval granted, and verify any specified conditions in the Minister’s approval before disbursement (s27(2)-(3)). Because the Act does not specify criteria or timelines, document Board rationales for seeking approval and consider seeking legal advice if approvals are delayed or refused.

Staff, CEO and remuneration

• CEO appointment. Appoint a chief executive officer and document the CEO role, responsibilities, reporting lines and employment terms (s29(1)(a)-(2)). For existing staff transferred under s37, ensure their terms and accrued rights are preserved and documented.

• Remuneration policies. Set remuneration and termination policies consistent with the Foundation’s not-for-profit status and record conflict-of-interest arrangements.

• Commission prohibition. Ensure fundraising and collections arrangements do not permit staff to receive commissions on money collected or received on behalf of the Fund (s29(3)). Use third-party service agreements if necessary and document that staff remuneration does not include commissions.

Document and evidentiary controls

• Seal and authentication. Maintain an official seal as directed by the Board (s9(1)), but document authorisations for persons permitted to authenticate documents without the seal (s9(3)). Keep a seal log, authorised signatory list and specimen signatures.

• Records retention. Keep proper records of Board and committee proceedings, minutes, attendance, delegations and decisions (s23; s28(2)). Adopt a document retention policy aligned to statutory and regulatory requirements.

Donor communication and instruments

• Update donor-facing materials. Where legacy instruments refer to metropolitan-area beneficiaries, review donor communications to explain the statutory conversion to Victoria-wide operation under s39(1)-(2). Note s39(3) prevents causes of action arising from that conversion, but good governance requires clear donor communications.

• Gifts and bequests processing. Maintain robust provenance records for gifts, bequests and settlement instruments and ensure donor intent is assessed in light of s39 and the Foundation’s obligations as trustee.

Legal and governance reviews

• Trustee and legal compliance audits. Conduct periodic legal reviews focused on trustee duties, investment compliance with the Trustee Act, and DGR status verification. Consider external legal advice where complex grants or investments are contemplated.

• Governance audits. Schedule annual governance reviews to ensure the Board adheres to term limits (s15), advertising and appointment requirements (s12(5)), Nominations Committee composition and processes (s13), and special resolution thresholds for rules and delegation (s31; s24).

Templates and documentation to prepare

• Appointment instrument template specifying term, start and end date, reappointment eligibility and resignation process per s15(1)-(4).

• Resignation and removal procedure notes complying with s15.

• Nominations Committee terms of reference template that records Lord Mayor chairing and majority non-Board composition as required by s13(2).

• Delegation charter and register consistent with s24 and s28.

• Investment policy template referencing the Trustee Act and s8’s application of Charities Act powers.

• Ministerial approval application checklist for s27 including rationale, recipient DGR proof and conditions compliance plan.

• Annual meeting agenda template aligned to s10(2).

Following these procedural steps will address the Act’s express requirements and reduce implementation risk. Where the Act leaves discretion to the Foundation, the recommended approach is to adopt documented policies framed by trustee duties, transparency and records that can be produced in any future review or dispute.