Job Title: Company Secretary
Reports to: Chair
Location: Remote
Time Commitment: 5 hours per week
Approx 6-8 Meetings per year
Position Type: Voluntary
Major Purpose Facilitating the company’s corporate governance processes and
holding primary responsibility for ensuring that the board
processes run efficiently and effectively

About us

Grass Skirt Project is an Australian & Papua New Guinean registered charity that is on a mission to end
gender-based violence, reduce inequities, and improve health and wellbeing through sustainable social
enterprise in Papua New Guinea & Pacific Region.

We are

  • 7 years young organisation and learning! Your expertise will help us shape the future.
  • Small dynamic team and use technology to communicate; Google workspace, Monday.com, Slack.
  • We are a team of innovators, dreamers, and doers who value transparency, experimentation, and
    constant improvement.
  • We aim to foster a creative and collaborative environment where everyone is encouraged to share
    ideas, feedback and opinions.

Your Experience

We are seeking a volunteer Company Secretary to support the Board of Directors and CEO in ensuring compliance, policy and sound governance standards are met and Board meeting agenda and minutes are completed in an accurate and timely manner. The role offers valuable experience in a start-up not-for-profit company that is in growth phase, as well as exposure to innovative social
entrepreneurship and commercialisation models.

Strong financial and commercial background and, if possible, but not essential, knowledge of the fitness industry, would be a distinct advantage, as well as a working knowledge of commercial law.

Duties & Responsibilities

The company secretary holds office on terms and conditions as the Directors determine. The tasks of the company secretary can be categorised into: attendance at, and minuting of all Board and Board Sub-Committee meetings and general meetings of the company; ensuring that the company complies with all of its legal obligations; and governance administration:

Meetings and Minutes
In relation to meetings and minutes, the company secretary is responsible for:

  • Notifying the directors in writing in advance of a meeting of the board as specified in the constitution;
  • Ensuring the agenda and board papers are prepared and forwarded to directors prior to the board meeting as set out in the board charter and any associated policies;
  • Recording, maintaining, and circulating the minutes of all board and board committee meetings as required;
  • Maintaining a full copy of all board papers at the company’s main office;
  • Preparing for and attending the annual general meeting and any other extraordinary general meetings of the company;
    and
  • Recording, maintaining, and distributing the minutes of all general meetings of the company.

Compliance
With respect to compliance, the company secretary is responsible for:

  • Overseeing the company’s compliance program and ensuring all company legislative obligations are met in Australia & PNG;
  • Development, implementation, communication, and maintenance of compliance policies, processes, and procedures;
  • Ensuring all requirements of ASIC, the ATO, and any other regulatory body are fully met;
  • Providing counsel on corporate governance principles and director liability.

Governance Administration
The company secretary is responsible for the following governance
administration tasks:

  • Maintaining the Register of Ongoing Conflicts of Interest and the Register of Related Party Transactions;
  • Maintaining a Register of Company Policies as approved by the board;
  • Maintaining, updating, and ensuring that all directors have an up-‐ to-‐date copy of the Board Charter and associated governance documentation;
  • Maintaining a complete list of the Delegations of Authority;
  • Reporting at each board meeting any documents executed under a power of attorney, documents executed in accordance with s 127 of the Corporations Act, and reporting on the use of the Seal Register; and
  • Any other services the Chair or board may require. Specific Responsibilities under the Corporations Act
  • To maintain the registered office, and notify ASIC of any change in address within 28 days (s 142)
  • To keep the registered office open to the public during certain hours (s 145)
  • To notify ASIC of a change to the principal place of business (s 146)
    To lodge notices with ASIC regarding personal details of directors and secretaries (s 205B)
  • To notify ASIC of share issues (s 254X)
  • To lodge reports with ASIC (s 319(1))
  • To attend to such other ASIC reporting obligations as may be applicable from time to time

ACFID Code of Conduct & DFAT accreditation

  • Prepare and lead the registration of the organization with ACFID to become compliant.
  • Prepare full member application (due 29th July 2023)

Apply For the Role

Send a Cover Letter & Resume with relevant experience to info@grassskirtproject.org

Applications close Monday, 6 February 2023.

“When we exclude women, everyone pays the price. When we include women, the whole world wins.”
- Antonio Guterres, Secretary General of the United Nations

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