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Aquamarine Governance Framework 2019
- Contribute to the aspirations of a Next Stage Organisation (NSO) (aligned with “Reinventing Organisations”) and;
- Comply with Jeder’s Governance documents:
Precursor
The Jeder Institute is a human-centered, not-for-profit, Next Stage Organisation (NSO) whose members are Australian-based and work both domestically & internationally.
As an individual, family and community focused organisation, our governance goals and strategies align with the United Nations Development Program which says that to have effective governance, it is necessary to have:
- Legitimacy and voice — where all people have a say in decisions and about what is in the best interests of the community or group.
- Fairness—where all people have the opportunity to maintain and improve their wellbeing and have their human rights protected.
- Accountability — where decision-makers are accountable to their members, the public and stakeholders.
- Direction — where leaders and members have a shared, long-term view of what their future society is going to be like.
- Performance — where the governance system delivers goods, services and outcomes that are planned for and meet the needs of the members.
Introduction
The Jeder Institute creates positive changes for individuals and communities by bringing people together to realise their full potential, increase collective knowledge, explore insights and engage community members in conversations that matter, to empower individual’s choice and control by:
The Jeder Institute’s evolutionary purpose is to be at the heart of change. Our membership works to create a responsive, collaborative organisation which achieves its strategic and operational objectives through its members and partners within a transparent governance framework.
As a Next Stage Organisation (NSO), a fundamental principle for us is effective governance. We believe in the power of partnerships to support good work and regularly review our Evolutionary Purpose, Theory of Change, Teal’s 3 Breakthroughs and Jeder’s 4 Foundational Pillars, which can be found in the Jeder Institute Strategic Plan.
The purpose of this document is to provide clarity on the structure by which the different elements of governance work together for the benefit of the membership, our partners and other stakeholders.
- Facilitating community conversations around critical social issues.
- Building individual and community resilience.
- Coordination of supports and capacity building (NDIS).
- Engaging and connecting with a diverse range of communities.
- Co-developing organisational change management frameworks.
- Identifying and mobilising individual and community assets and strengths.
The Jeder Institute focuses on community capacity building by identifying and building on existing strengths and supporting people to create and live an ordinary life and to further create inclusive communities through collective action through strengths-based approaches. The Jeder Institute provides strengths-focused workshops, training and facilitation to individuals, communities and organisations through both contemporary and evidence based practices.
Accountability for Decisions
Decisions made within Jeder Institute are based on our Decision Making Matrix, Consent Decision Making process and Loomio, an online tool for presenting, discussing and passing proposals.
Currently all decisions relating to the organisation are made by members of Jeder Institute through a Jedi or by the Board (or Responsible Person/s) through scheduled Board meetings or the Governance Jedi. Accountability for decisions is shared amongst the organisation and should be based on the premise of:
- Accountability – making sure the charity meets its obligations, manages its finances and operates transparently.
- Strategy – setting the charity’s long-term goals and making sure it pursues its charitable purposes.
- Resourcing – securing funding and other resources to support the work of the charity.
- Advocacy – representing the charity to the community and to its members and stakeholders.
- Monitoring – making sure the charity is run as required under its governing document and the law.
The Constitution and our Decision Making Matrix provide clarity as to who the decision makers are for different levels of decisions:
- Decisions the Board makes on their own.
- Decisions individuals make with Board / Coaches.
- Decisions individuals make on their own.
- Decisions that everyone makes together.
Effectiveness of both management and governance is supported through clarity over who holds the decision-making responsibility and who supports and advises the decision makers.
Overview of Key Elements of our Governance
Members
The Jeder Institute is a well-established, dynamic organisation, which brings people together to realise their full potential and build on their existing networks and community strengths. We believe that everyone has skills and abilities and something to contribute.
Jeder Membership is an opportunity to work and connect with like-minded practitioners who are passionate about using strengths based approaches in their work. Jeder membership provides a team of collaborators, supporters and champions who come together in the spirit of collaboration and generosity to support each other’s journeys instead of experiencing the loneliness and challenges of working alone.
Jeder has two levels of membership, including:
- Jeder Member – Members are a vital part of shaping the future of the organisation by offering your strengths and skills including being part of the collaborative decision-making processes. Members utilise all accounting, payroll, team support and other benefits of the Jeder Institute.
- Jeder Partner – Partners are people (international and domestic) who align with Jeder’s philosophy and who collaborate with Jeder Members on mutually beneficial events and projects and who may not need the full membership benefits.
The Board
The Board (or ‘Responsible Persons’ as defined by the ACNC) have been elected by the members of the organisation to provide governance to the organisation in alignment with this handbook, the Jeder philosophy, practices, vision and purpose.
Jedis
A Jedi is a generative group of members &/or partners that come together around a purpose. There are 2 types of Jedi; 1. Perma Jedi and 2. Project Jedi.
- Perma Jedi are permanent small groups which any member can join and support the ongoing conversations and decision making needed to ensure the sustainability and regulatory compliance of Jeder.
- Project Jedi are temporary small groups which any member or partner can join to support the work needed around specific projects that are short term.
Gatherings
The Jeder Institute hold 2 types of annual gatherings; 1. mid year team based mini-gatherings, 2. end of year full gathering.
- The mid year mini-gatherings are for CoBu and NDIS teams to review, reflect and plan on their immediate area of work although, any member can attend either &/or both of the mini-gatherings.
- The end of year full gathering is a requisite of membership and is where all members are expected to make the effort to attend as part of their membership.
The Gatherings are a generative space where we not only reflect, review, plan and vision but also develop new practices and processes such as;
- Rapid Discussion Rounds: A process to rapidly develop an idea to action stag.
- Dingoes: A term called out when something has emerged to be part of the continuous improvement register.
- Hard Basket: A place to add challenging words that need discussion, i.e. compliance, compulsory, audit.
Jeder Institute Board: Terms of Reference
Core Values
The Board will:
- Observe the highest standards of impartiality, integrity and objectivity in relation to governance.
- Be accountable to its stakeholders and regulatory bodies for its activities.
- Engage in participatory leadership with all members and partners.
Contributions
All Board Members are invited to:
- Contribute to the aspirations of a Next Stage Organisation (NSO) (aligned with “Reinventing Organisations”) and;
- Comply with Jeder’s Governance documents:
- Transparency and Accountability Policy
- Risk Management Policy
- Reimbursement Policy
- Privacy Policy
- Legislative Compliance Policy
- Investment Planning Policy
- Governance Policy
- Financial Management Policy
- Confidentiality Policy
- Confidentiality Agreement
- Code of Conduct
- Child Safety Code of Conduct
- Budget Planning Policy
- Board Induction Checklist
- Board Recruitment Policy
- Board Office Bearers Policy
- Board Induction Policy
- Board grievances and dispute resolution policy
- Conflict of Interest Policy
- Code of Ethics Policy
- Board Dispute Resolution Policy
- Board Charter
- Board Attendance Policy
- Anti-Discrimination Policy.docx
- Access and Equity Policy
- Ensure they understand their duties, rights and responsibilities, and that they are familiar with the function and role of the Board.
- Not misuse information gained in the course of their Board term for personal gain, or declare conflict of interest for generative decision making.
- Participate actively in the induction process, any relevant training and the performance review process
Powers, Functions and Responsibilities of the Board
The Board (or Responsible Persons’) are responsible for the governance and supervision of Jeder Institute and its Jedi’.
The Board have a number of duties and responsibilities relating to the governance of Jeder Institute and its finances.
In summary, the Board are responsible for:
- Collaboratively establishing the vision, mission and values of Jeder Institute.
- Leading and managing Jeder Institute in accordance with the objects as set out in the Constitution and safeguarding ssets of Jeder Institute.
- Co-designing strategy and structure for the operation of Jeder Institute.
- Delegating the running of Jedi’s to the members of Jeder Institute.
- Ensuring sound management and administration of Jeder Institute by its members, ensuring the members are equipped with the relevant knowledge, skills and guidance.
- Ensuring appropriate financial controls and the financial management of Jeder Institute is conducted in accordance with the provisions of the Dollars Handbook, which sets out in detail provisions for the financial management of Jeder Institute.
- Setting standards of conduct and culture, monitoring performance and the achievement of objectives, and ensuring that plans for improvement are acted upon.
- Ensuring there are effective systems in place for identifying, quantifying, minimising and managing the major risks affecting Jeder Institute, and
- Ensuring Jeder Institute practices are conducted in compliance with legal and statutory requirements.
Accountability of the Board
- Standard 1: Purposes and not-for-profit nature of a registered entity. Registered charities must be not-for-profit and work towards their charitable purpose. A charity must be able to demonstrate this to the ACNC and provide information about its purpose to the public (for example, by having a copy of its rules on the ACNC Charity Register).
- Standard 2: Accountability to members. Charities must take reasonable steps to be accountable to their members and provide their members adequate opportunity to raise concerns about how the charity is governed. This standard only applies to charities that have members.
- Standard 3: Compliance with Australian laws. A charity must not commit a serious offence (such as fraud) under any Australian law or breach a law that may result in a civil penalty of at least 60 penalty units.
- Standard 4: Suitability of board members (‘Responsible Persons’). Charities must take reasonable steps to ensure that their board members are not disqualified from managing a corporation (under the Corporations Act) or currently disqualified from being a board member for a registered charity by the ACNC Commissioner. Charities must take reasonable steps to remove board members who do not meet these requirements.
- Standard 5: Duties of board members (‘Responsible Persons’). Charities must take reasonable steps to make sure that their board understands and carries out the duties set out in this standard.
Conducting Board Business
The Board Members are required to:
- Act together and in person and not delegate our core responsibilities to others.
- Act strictly in accordance with the Policies.
- Act in the Board’s interests and without regard to their own private interests.
- Manage the Board’s affairs thoughtfully.
- Not take personal benefit from the Board unless expressly authorised by the Policies or the ACNC.
- Access professional advice on matters which they are not competent.
Board Members should encourage regular feedback from all Jedi’s and should be a member on each of the permanent Jedi’s. They should offer support, constructive advice, be a sounding board for ideas, a second opinion on proposals and help where needed, but will also challenge, ask questions, seek information and approve proposals and final co-created documentation where appropriate and at all times act in the best interests of the Board.
The duties and responsibilities of Board Members are explained in further detail in the Board Charter and the ACNC. The Board Members shall have knowledge of Jeder’s Financial Handbook, which shall be circulated to all members.
Jeder Institute's Board Roles & Responsibilities
Board Overview
The Jeder Institute’s Board is required to oversee the following areas.
Finances
The Jeder Institute’s Board has two (2) financial functions:
- Setting an organisational administration budget.
- Having oversight of the whole organisation’s financials.
Compliance
Making sure Jeder is compliant with WHS law, employment law, other regulatory schemes affecting Jeder (e.g. those set up under the NDIS), taxation law etc.
Governance
Making sure there are policies and procedures in place for the organisation to govern itself effectively and includes clear processes for members to follow.
To align with strategic and operational needs, the Board must:
- Convene Board meetings.
- As a way of coming together to govern collectively.
- To explore how to do this more transparently through Loomio, using discussion. threads for conversations between meetings; proposals and decisions for circulating. resolutions (decisions between meetings) and;
- As necessary and for routine work like reviewing and accepting the financials, oversight of strategy, compliance and governance.
- Board reports for presentation at AGM.
- Review and act accordingly upon Annual Gathering Harvests.
- Financial accountability to ATO.
- ACNC compliance.
- Other Regulatory/Compliance with funding contracts.
- Continuous improvement and risk.
Responsibilities for Roles Matrix
Core
Responsibility
Board:
To be involved in and drive Jeder Jedi/s as per your strengths and passions.
Must understand compliance requirements and review the registers.
Use Judgment &
Creativity
Which Jedi you get involved in and how you drive the outcomes.
Not our
responsibility
What the outcomes of the Jedi are.
Board’s Responsibilities
The Board is responsible for the governance of the organisation, unless it delegates its powers / functions e.g. to a staff member (e.g. admin staff) or to another member group (ie. a Jedi).
The Board is not the watch-dog as such, more like the gardener making sure each plant (each member) is getting enough water and sunlight. The plants are the ones doing the growing and bearing the fruit and we make sure the whole garden is doing well, not just the prize tulips.
- The Board clarifies the types of powers / functions needed to run the organisation and then asks the membership what it would like to take responsibility for through Jedi’s.
- We distribute power throughout the membership and streamline what it is the Board does (e.g. merely being a check and balance, a group that stands back and sees how things are interconnected).
The Board’s roles are further detailed in the Board Office Bearers Policy.
Board’s Roles
Strategic oversight
The aim of the game of basketball is to shoot baskets, but you do not do this by focusing on the hoop. The backboard sits behind the hoop and has a square painted on it. This is what you aim for-it guides the player (and the ball) to get the goals.
There is a key difference for the Jeder Institute Board’s strategic oversight, in alignment with the organisational Pillar of Participatory Leadership. The principles of Participatory Leadership essentially shift the role away from the Board of Management.
Board member skills and interests develop better governance for Jeder that ensures compliance, delivers on Jeder promises, provides great direction and leadership and which offers a sound duty of care to all Jeder members. This sets the strategic direction and makes sure it is implemented.
Chair of The Board
The Board shall appoint an individual from the Board Members to act as Chair. A change of Chair requires a notification to be made to the ACNC.
The main role of the Chair in the Jeder Institute is to oversee the chairing of meetings within a Next Stage Organisational structure which encourages a self-nominated “Host” to co-chair the meeting.
Apart from any special responsibilities or powers given to the Chair in ACNC policies, the Chair has no special powers or rights over any other Board Member. If the Chair is to carry out certain specific functions (for example, the power to approve an overspend in a certain area of the budget) then this must be expressly delegated by the Board.
Secretary
The Secretary has the responsibility to:
- Keep records – Prepare agendas and harvests; make sure they’re kept in “minute book” along with financial reports in the Team Drive. In addition, coordinate with Jeder staff to ensure Board is receiving monthly financial reports and keep a folder with Jeder’s current policies and procedures.
- Notify ACNC of changes, e.g. new director or resignation of a director.
- Annual reporting to ACNC – Annual Information Statement and Audited Financial Reports, for a medium sized charity.
- Review Jeder’s governance in light of ACNC Governance Standards & Jeder’s internal governance goals, and bring discussions and proposals through the Governance Jedi to enhance Jeder’s governance.
Stakeholders’ Voices
Board Members are asked to have regard to the voices of their various stakeholders and to put in place arrangements to receive feedback and to respond appropriately.
Board’s Code of Conduct
Introduction
Jeder Institute Limited Code of Conduct sets out, in principle, the behaviours and standards of conduct expected of all it’s members.
General Responsibilities
Jeder Institute Limited respects every human being, regardless of race, religion, gender, age, sexual and gender diversity, or other individual differences has a right to maximise his or her potential providing it does not infringe upon the rights of others. Social inclusion is a human right where every individual has an active role to play in society and has the expectation of full social, educational and economic participation.
Board Papers
Whilst the Board aims to conduct its business with transparency and collaboratively, it is inevitable that some matters must be confidential either for a time or always. It is recognised when a matter needs to remain confidential for a period or time or always, this will be clearly documented in the minutes of the meeting with a copy held in a secure location accessible by the Directors of the Board. It is recognised, due to these sensitivities and confidential nature of discussions, release of this information should only be conducted with the express knowledge and endorsement of the Board or Chairperson.
Board Meetings
Board meetings will be conducted in accordance with the requirements set out in its Constitution and the ACNC. At a minimum, monthly meetings will be scheduled with a yearly calendar of topics to be discussed at each of these meetings. Jeder Institute openly encourages discussion and debate that may assist in reaching a decision. This is conducted according to the ground rules of:
- speak with intention,
- listen with attention,
- take care of the group.
During the meetings, at a minimum the following will be tabled and reported against:
- Appointing Chair/Host and Minute Taker/Harvester.
- Acceptance of Previous Minutes.
- Conflict of Interests.
- Risk Register.
- Review of Kanban (previous actions).
- Financial Monitoring and Review.
- General.
- Items for Information.
- Items for Discussion.
- Burning Issues.
- Check Out.
In conducting its meetings, the Board may from time to time seek external professional advice relating to a particular topic or area of expertise that may be required to inform a decision. This will be considered on an as required basis with consideration given to any risks (i.e. costs, reputational, strategic etc) that Jeder Institute may be experiencing. If a decision is being considered that will directly affect an individual member or class members, they will be directly consulted and be part of the generative decision making process.
It is recognised there may be times where out of session Board Meetings are scheduled. This is to assist with meeting the operational and strategic requirements of Jeder Institute. These are minuted like a general meeting with actions recorded in the kanban and reviewed at the next scheduled general meeting.
Delegation of Powers of The Board
Positions on the Board is a personal office of trust and responsibility that cannot be transferred to another individual or entity. However, in order to ensure the philosophy and values of the organisation is upheld, it is imperative that all members have an equal opportunity to participate and contribute with decisions. Therefore the Board may delegate some of their decision making powers to Jedi’s to assist them in carrying out their duties and obligations. Delegation can only be made to Jedi’s.
In determining whether delegation is appropriate, the Board will have regards to the below decision making matrix.
Decision Making Matrix
Decisions the
Board Makes
on their own
Addressing High risk situations that have the potential to adversely affect the organisation and its members.
Matters relating to compliance with relevant regulatory bodies such as the ACNC or ATO.
Financial accountability and monitoring.
Approving Administration Class Budget and expenses.
Resourcing to undertake strategic direction or operational requirements.
Review recommendations made in Jedi’s (i.e. Policy and Procedure Development).
Decisions Individuals
make with
Board / Coaches
Requests for resources to undertake operational needs.
Collaborative project work and funding submissions or work opportunities (including reporting and regulatory requirements).
Actively participate in group discussions and decisions on Loomio.
Decisions
individuals make
on their own
What work they agree to accept (scheduling individual workload).
To invite a discussion regarding collaborative funding or work opportunities.
Contribute to development of Admin budget.
Actively participate in group discussions and decisions on Loomio.
Manage personal buckets.
Actively participate in at least one Jedi.
Decisions that
everyone makes
together (Jedi’s)
Focus areas or working groups including permanent and project related Jedi’s.
Specific responsibilities as developed and agreed to by an individual Jedi (and understood by the Board).
Ensure flow of information back to Governance Jedi or to other relevant Jedis.
Review policies and procedures relevant to the Jedi, make recommendations to the Board.