Meeting notices, minutes, and records.
The secretary convenes meetings where required, keeps minutes of committee and general meetings, keeps records except financial records, and maintains the register of members.
Governance Framework
Transparent structure, clear responsibilities, and accountable decision-making.
KC Foundation Incorporated is governed in accordance with its Constitution, approved on 15 December 2025, and the Associations Incorporation Act 1985 (SA). All decisions are made through a structured committee with defined roles, quorum requirements, and member meeting obligations.
Act: Assoc. Inc. Act 1985 (SA)
Constitution: 15 Dec 2025
Non-Profit
Officer Duties
Clauses 16 and 17 give the secretary and treasurer explicit operational responsibilities.
Receipts, deposits, books, and reporting.
The treasurer ensures all money due is collected, payments are authorised, records are accurate, and accounts reflect all receipts and expenditure connected to the association’s activities.
Compliance is tied directly to governance practice.
The committee appoints the public officer under the Act and ensures meetings, notices, quorum, and resolutions are handled in line with the constitution and statutory obligations.
Committee Structure
The committee manages and controls the association.
The affairs of KC Foundation Incorporated are managed by a Committee of eight members, comprising office-holders and ordinary members. The committee has management and control of all funds and property of the association.
Chairperson
Presiding Officer
Presides at all committee and general meetings. Has a second or casting vote in the event of an equality of votes.
Secretary
Records & Correspondence
Keeps minutes of all meetings, manages membership applications, lodges notices, and ensures records are maintained in South Australia.
Treasurer
Financial Oversight
Ensures all money due is collected, all authorised payments are made, and correct financial books and accounts are kept.
Committee Members ×5
Ordinary Members
Five ordinary committee members elected at the Annual General Meeting, each contributing to the governance and direction of the association.
Public Officer
Statutory Compliance
Appointed by the committee as required by the Act. Notice of appointment and any changes must be lodged with Consumer and Business Services within one month.
Auditor
Financial Audit
Appointed when required by the Act (when the association becomes a prescribed association). Elected at the AGM and eligible for re-appointment annually.
Powers & Duties
What the committee is authorised to do.
The committee holds broad authority to manage the association's affairs — exercising all powers that fall within the constitutional objects and are not reserved for a general meeting of members.
Management of Affairs
Manage and control all activities within the objects of the association, exercising any power not reserved for a general meeting.
Funds & Property
Full management and control of all funds and other property of the association.
Rule Interpretation
Authority to interpret the meaning of these rules and any matter on which the rules are silent.
Sub-committees
May delegate functions to sub-committees in writing, subject to conditions and limitations. The committee retains authority to continue exercising any delegated function.
Meetings & Quorum
Regular meetings with clearly defined quorum and notice requirements.
Minimum 3 meetings per year.
The committee must meet at least 3 times in each 12-month period. Additional meetings may be convened by the president or any committee member. Notice of at least 48 hours must be given.
50% of committee required.
At least 50% of committee members must be present to transact business. If quorum is not met within 30 minutes, the meeting adjourns to the same time and place the following week.
Within 5 months of financial year close.
The AGM must be held within 5 months after the close of each financial year (30 June). It includes confirmation of minutes, committee reports, elections, and financial review.
On demand or by requisition.
The committee may convene a special general meeting at any time, or must do so on the requisition of at least 5% of total members.
Five members constitute a quorum.
Five members present (in person or by proxy) constitute a quorum for a general meeting. If quorum is not met within 30 minutes, the meeting adjourns to the same time and place the following week.
Remote participation is supported.
Both committee meetings and general meetings may be held across multiple venues using any technology approved by the committee. Remote participants are counted as present and may vote.
Vacancies & Removal
The constitution explains both how roles are vacated and how replacements are made.
Office can become vacant in several ways.
Clause 18 covers death, resignation, insolvency, disqualification, mental incapacity, repeated absence, criminal conviction for serious dishonesty, or ceasing to be a member.
Temporary replacement until the next AGM.
The committee may appoint a person to fill a casual vacancy, and that person holds office until the next Annual General Meeting and can then stand for election.
General meeting resolution required.
The association may remove a committee member in general meeting before their term ends, and the affected member may submit written representations to be circulated or read out.
Elections & Voting
Fair, transparent elections at every Annual General Meeting.
Committee members are elected at the AGM. Nominations must be submitted at least 28 days before the meeting and signed by the proposer and the nominee. A retiring member is eligible to stand for re-election without nomination.
One vote per member
Each member has one vote at any general meeting. The chairperson holds a casting vote in the event of equality.
Voting eligibility
Members must have paid all fees due and must be 18 years of age or older to vote at a general meeting.
Proxy votes permitted
Members may appoint a natural person who is also a member to attend and vote on their behalf at any general meeting.
Special resolutions
Special resolutions must be passed in accordance with the Act. Ordinary resolutions are passed by simple majority at a general meeting.
Non-Profit Principles
Funds and assets applied solely to constitutional objects.
No profit distributed to members.
The income and capital of the association is applied exclusively to the promotion of its constitutional objects. No portion shall be paid or distributed directly or indirectly to members except as bona fide remuneration for services rendered.
Two authorised signatories required.
All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by two authorised signatories. All money received must be deposited promptly without deduction.
Association wound up under the Act.
The association may be wound up in the manner provided for in the Associations Incorporation Act 1985 (SA). Changes to the name, objects, or constitution are made by the public officer as required by the Act.
FAQ
Common Governance Questions
Who manages KC Foundation Incorporated?
The affairs are managed and controlled by a Committee comprising a Chairperson, Secretary, Treasurer, and five ordinary committee members — eight members in total. The committee may exercise all functions within the constitutional objects that are not reserved for a general meeting.
How are committee members elected?
Committee members are elected at the Annual General Meeting. Nominations must be submitted in writing at least 28 days before the meeting, signed by both the proposer and the nominee. A ballot is conducted when nominations exceed available positions. Retiring members may stand for re-election without nomination.
What is the quorum for a committee meeting?
At least 50% of committee members must be present to constitute a quorum. If quorum is not achieved within 30 minutes of the scheduled start time, the meeting adjourns to the same place and time the following week.
When is the Annual General Meeting held?
The AGM must be held within five months after the close of each financial year, which ends on 30 June. Business at the AGM includes confirming prior minutes, receiving committee reports, electing office-holders and committee members, and reviewing financial statements.
Can a committee member be removed?
Yes. The association in general meeting may by resolution remove any committee member before the expiration of their term of office. The member may make written representations to be read out or distributed to members before the resolution is considered.
Is KC Foundation Incorporated a non-profit?
Yes. Under Clause 41 and Clause 50 of the constitution, KC Foundation Incorporated is a non-profit association. All funds and assets are applied exclusively to the promotion of its objects. No profit or gain is distributed to any member.
How can a member appeal a disciplinary decision?
A member may appeal to the association in general meeting within 28 days of being notified of a disciplinary resolution. The secretary must convene a general meeting within 28 days. The appeal is determined by a simple majority vote of members by secret ballot.
Governance Hub
Governance connects the committee, the members, and the compliance framework.
Use the linked pages below to move from governance procedure into the source constitution, member rules, and reporting obligations that support accountable decision-making.
Constitution
Open Page
Parts 1 to 5
The full constitutional roadmap: name, objects, membership, committee, meetings, and compliance rules.
Membership
Open Page
Clauses 2 to 12
Eligibility, applications, fees, register rules, rights, obligations, disputes, and appeals.
Governance
Current Page
Clauses 13 to 37
Committee powers, office-holder duties, elections, vacancies, meetings, quorum, and voting.
Reports & Policies
Open Page
Clauses 38 to 51
Insurance, funds, record custody, inspection rights, notices, accounts, annual returns, and audit rules.
Document Map
KC Foundation Constitution, approved 15 December 2025
Clauses 1.A to 1.D
Clauses 2 to 12
Clauses 13 to 24
Clauses 25 to 37
Clauses 38 to 51
Transparency
Need access to records, minutes, or the constitution?
Members may inspect financial documents, the constitution, and meeting minutes free of charge at any reasonable hour. Contact us to arrange access.