The Swinburne Foundation Regulations 2017

Part 1 – Preliminary

1. Objective

The objective of these Regulations is to establish, under the Act and the University Foundations Statute 2012, the Swinburne Foundation.

2. Authorising provision

These Regulations are made under the University Foundations Statute 2012 and sections 28, 29 and 30 of the Swinburne University of Technology Act 2010.

3. Definitions

In these Regulations

- Board means the Board of Management of the Foundation

- Foundation means The Swinburne Foundation established under these Regulations.

Part 2 – the Board

4. Establishment of the Foundation

There is established the Foundation known as the Swinburne Foundation.

5. Objects, Roles and Functions

1. The mission and object of the Swinburne Foundation is to strengthen and enhance the University’s capacity to attract philanthropic support to ensure Swinburne continues to provide outstanding access and opportunity for its students and conduct innovative and transformational research that has a direct and positive impact on society.

2. The Foundation is established under the University Foundations Statute 2012 and is not a trust or separate legal identity.

3. The role of Board members of the Foundation are to:

a. provide advice and counsel to the University on  fundraising initiatives;

b. attend meetings, functions or other activities as representatives of the Foundation, with persons both with-in and external to the University, to enhance the mission and object of the Foundation and the University;

c. disseminate information and raise awareness amongst the community of the objects, purpose and mission of the Foundation;

d. assist the University, where agreed as appropriate, with solicitation of major gifts or bequests consistent with the Foundation’s objectives;

e. support such other things or activities which are necessary, incidental or conducive to the advancement of the Foundation’s object and functions.

4. The Foundation, and its Board members must not attempt or purport to:

a. make decisions on behalf of the University;

b. bind the University to any course of action, agreement or undertaking.

Part 3 – Management of the Foundation

Division 1 – Financial

6. Money held by the Foundation

1. All money held, received or raised for the Foundation, and all accumulations from the investment of money held for the Foundation, must be held by the University and recorded in a separate University ledger account in the name of the Foundation.

2. Unless otherwise specified in this Regulation, resolution of Council or a delegation from the Vice-Chancellor, the Board has no specified delegated authority.

3. The University holds and manages all donations and bequests it receives and the Board does not exercise primary fiduciary or compliance functions on behalf of the University in respect of such matters, or for donations and bequests generally.

7. Investment

1. Money held for the Foundation may only be invested by the University, either separately or in common with other funds of the University.

2. If money is invested in a common fund the investment must be identified as a separate sub-fund of the common fund.

8. Report by University on investment of money

The University must, by 31 March in each year, cause to be submitted to the Board a report on the investment of money held by the University for the Foundation for the previous calendar year.

9. Expenditure

1. Money held for the Foundation may only be expended by the University.

2. Money held for the Foundation may be expended by the University, both as to capital and income:

a. in accordance with the object of the Foundation;

b. to pay administration fees (if any) imposed by an external investments manager.

Division 2 – Foundation Board

10. Board Composition

1. The Board comprises

a. a chair, appointed by the Vice-Chancellor with advice from the University Chancellor. The chair must not be an employee of the University but may be a member of the University Council;

b. a minimum of 3 members who are not staff of the University;

c. ex officio: the Vice-Chancellor or nominee;

d. ex officio: the Director, University Advancement or the Director of the unit of the University most closely associated with providing fundraising, as determined by the Vice-Chancellor, or the Director’s nominee;

e. ex officio: The University’s Chief Financial Officer or nominee.

2. The position of a Board member becomes vacant if –

a. the Board member no longer holds the relevant office;

b. the Board member

i. retires from the Board;

ii. resigns from the Board; or

iii. for members other than the Vice-Chancellor, is removed from the Board by the Vice-Chancellor on the ground that, in the opinion of the Vice-Chancellor, the person is no longer suitable or the most appropriate person for the position.

11. Payment and reimbursement

1. A Board member is not entitled to be paid any remuneration in respect of the office of Board member.

2. However, Board members may be reimbursed for reasonable travelling or other expenses incurred in attending Board meetings or otherwise in connection with the management of the Foundation.

12. Chair

1. The position of chair of the Board becomes vacant

a. at the expiry of one year from when the chair is elected; or

b. when, for any other reason, the chair ceases to be a member of the Board.

2. If the position of chair is vacant, the Board must elect one if its members to become chair

3. A member of the Board who, immediately before the position of chair becomes vacant, is eligible for re-election.

13. Board meetings

1. The Board must meet at least once each calendar year, and more often if needed.

2. The Board must regulate its own proceedings.

3. A quorum for a Board meeting is three members.

4. If the chair is absent, the members must elect a chair for that meeting.

5. Questions arising at a Board meeting or being dealt with by circulation must be determined –

a. by a majority of votes; or

b. in the case of an equality of votes, by the chair casting a second or casting vote.

6. The Board must cause minutes to be kept of all Board meetings and of matters dealt with by circulation.

14. Committees

1. The Board may appoint committees comprising two or more persons (who need not be Board members).

2. A committee must report to the Board on matters referred to it.

15. Secretary and other officers

The Board may appoint, without remuneration, for the administration of the Foundation –

a. a person to act as secretary to the Board;

b. other persons to act as officers of the Board.

16. Validity of decisions unaffected by defects in appointment

The validity of decisions of the Board is unaffected by –

a. any defect in the appointment of Board members;

b. the vacancy of a position; or

c. the unwillingness of a person to act in an ex officio position.

17. Effect of vacancy

If there is a vacancy on the Board, the remaining Board members may continue to act and the validity of the Board’s decisions is unaffected by the vacancy.

18. Annual report by Board

1. The Board must, if requested by the Vice-Chancellor, by 30 April in each year, cause to be submitted to the Vice-Chancellor an annual report on the activities of the Foundation for the previous calendar year.

2. If the University receives and is satisfied with the accuracy of the annual report, it may publish a University-wide report on the activities of the Foundation for the relevant period.

Division 3 – Distribution by University

19. Distribution if objects cannot be carried out

1. This regulation applies if the Board and the Council determine that it is illegal, impracticable or impossible to carry out the object of the Foundation.

2. If this regulation applies, the University may spend the funds for the purposes as the Board and the Council consider most closely accord with the object and functions of the Foundation.