Constitution
WellTogether101 Foundation Limited
Date: 15 April 2026
ACN: 697 159 425
Overview
This is the Constitution of WellTogether101 Foundation Limited. The Company is a company limited by guarantee. The liability of its members is limited to the amount they have agreed to pay in the guarantee. The Company must always have at least one member and three directors. The Company has a Gift Fund.
The Constitution sets out the basis on which the Company is to be managed. Nothing in the Constitution is intended to derogate from the Corporations Act. That Act:
- imposes many obligations on the Company which are not reproduced in this Constitution; and
- overrules anything in this Constitution to the extent that they are inconsistent.
This Constitution replaces the replaceable rules in the Corporations Act. Words used in the Constitution which have a meaning in the Corporations Act have the same meaning in this Constitution (unless expressly stated otherwise).
Name of the Company
1. The name of the Company is WellTogether101 Foundation Limited.
Objects
2. WellTogether101 Foundation Limited's objects are maintained exclusively for charitable purposes and are to provide benevolent relief to Australians suffering from long-term and acute illnesses, including but not limited to cancer, and any person who faces financial hardship, is impoverished, elderly persons, disabled, marginalised or a victim of violence, with any and all of the following:
- 2.1 Operate health and well-being hubs that support people with cancer and other chronic illnesses, including acute mental health problems, and those suffering or traumatised by domestic violence, coercive control, marginalised individuals, or any person who needs medical or healthcare and are unable to receive such care due to lack of finances, or lack of health literacy, and provide such care/support through qualified doctors and healthcare professionals, first responders or facilitators who are able to relieve distress, despair, misfortune and suffering in their lives;
- 2.2 Provide funds for community support groups, medical care, pharmaceuticals, therapy, wound care, hospitalisations, transport, emergency accommodation, food and essentials to vulnerable, elderly persons, disabled, ill and persons in need, and;
- 2.3 Undertake any project or service that provides benevolent relief and services to in-need persons, including collaborating or engaging with local healthcare providers, governments and other registered not-for-profit organisations to deliver our services, and further the objectives of the company.
Powers
3. The Company has: (3.1) the legal capacity and powers of an individual; and (3.2) all the powers of a body corporate (other than the power to issue shares).
4. However, the Company has those capacities and powers only to the extent: (4.1) necessary, or convenient, to carry out the Company's objects; or (4.2) incidental to carrying out those objects.
5. The liability of each Member is limited to the amount of the guarantee set in clause 6.
6. If the Company is wound up while a person is a Member (or within one year after they stop being a Member) then that person must contribute up to $10 to the Company for: (6.1) payment of the Company's debts and liabilities incurred before that person ceased to be a Member; (6.2) payment of the costs, charges, and expenses of winding-up the Company; and (6.3) adjustment of the rights of the contributories among themselves.
7. All of the Company's income and property must be applied solely towards the promotion of the Company's objects and be applied exclusively for charitable purposes as set out in clause 2.
8. With the exception of matters as set out in clause 9 and clause 10, the Company may not pay, or transfer, any of its income or property — directly or indirectly — by way of dividend, bonus or otherwise to any person who is or has been a Member and/or Director.
9. Regardless of clause 8, the Company may pay remuneration in good faith to any Member, Director, officer, or employee of the Company in return for any goods or services they provide to the Company in the ordinary and usual course of business.
10. The Board may authorise the repayment of any expenses a Member and/or Director incurs for the Company, or in connection with performing their duties for the Company.
Note: The Company is not permitted to pay any fees and/or remuneration to a Director for services rendered in the capacity as a Director (clause 11). Payments to directors require prior Board consent and resolution.
16. If the Australian Taxation Office endorses the gift fund of the Company as a "deductible gift recipient" under subdivision 30-BA of the Income Tax Assessment Act 1997, then the Company must maintain a gift fund called the "WellTogether101 Foundation Limited" (Gift Fund) that complies with section 30-130 of the Tax Act.
17. The Company must manage the Gift Fund as follows: all gifts of money or property must be paid into the Gift Fund; the Gift Fund must be used only for the Company's objects; proper accounting records and procedures must be kept.
18. If the Gift Fund is wound up or the endorsement is revoked, any surplus assets must be transferred to a fund, authority or institution to which income tax deductible gifts may be made.
Setting Fees (E)
The Board may prescribe membership fees and any other fees it thinks fit, with at least one month's notice given to Members of any increase. The Company must prohibit distributions to its Members and paying fees to its directors.
Membership (F)
The following are eligible to be Members: (25.1) any person who has a demonstrated interest in the Company; (25.2) any person that the Board considers would benefit the Company by becoming a Member; and (25.3) any person in a category the Company has determined to be eligible.
A Member is entitled to one vote at a General Meeting. Membership is not transferable. A Member may resign by giving written notice to the Company.
The Board may expel a Member who has committed a breach of the Constitution or has engaged in conduct detrimental to the interests of the Company, following the procedure in clause 42 (21 days' written notice, opportunity to respond, 75% resolution of Directors present).
The Company must hold an Annual General Meeting every calendar year, within five months after the end of its financial year.
The Board must give at least 21 days' written notice of a General Meeting to the Members, Directors and Auditor, specifying the place, day, hour, and nature of business.
The quorum for a General Meeting is 20% of the Membership, present in person or by Representative, proxy, or attorney.
The Chair may confer with Members by telephone, Internet, video conference, or other electronic means. Any resolution passed using such a system is treated as having been passed at a meeting held on that day.
Every item of business submitted to a General Meeting is decided in the first instance by a show of hands. The Chair will not have a casting vote unless there is an equal vote, in which case the Chair will have a casting vote to ensure a decision.
The Chair or any Member present may demand a poll vote. The result of the poll is the resolution of the meeting.
Any Member may appoint a natural person who is a Member as a proxy to vote on the Member's behalf. The proxy appointment must be received by the Company at least 48 hours before the meeting.
The Board will comprise at least 3 and no more than 9 Directors. Each elected Director holds office for 2 years from the end of the AGM at which they were elected, and is eligible for re-election.
Officers of the Board (Chair, Secretary, Treasurer) are elected by Directors at the first Board meeting after the AGM. One Director may not fill more than one position.
Initial Directors (Schedule 1)
The initial Directors hold office until the end of the first Annual General Meeting, at which point they will cease being directors but will be eligible for re-election.
The control and direction of the Company and the management of its property and affairs are vested in the Board. The Board may exercise all powers of the Company that are not required to be exercised by the Company in General Meeting.
The Board may raise money, invest the Company's money, and delegate any of its powers to individual Directors, Members, or committees.
The Board must meet at least 1 time a year. A quorum is a majority of Board members (who are not related Board members). Members unable to be physically present may fully participate virtually by video or teleconference.
Questions at Board meetings are decided by a majority of votes. Each Director present is entitled to one vote. The Chair has a casting vote only in the event of an equal vote.
The Board must arrange for proper minutes to be kept of all meetings and resolutions, and entered in books kept for that purpose.
The Board must arrange for the Company to keep proper books of account that record true and complete accounts of the affairs and transactions of the Company and give a true and fair view of the state of the Company's affairs. Books of account are to be open to inspection by Directors during usual business hours.
The Company must indemnify every Officer (Director, secretary or other officer) out of the assets of the Company against any liability incurred by that Officer in their capacity as an Officer, except where not permitted by the Corporations Act.
If on the winding-up or dissolution of the Company after all its debts and liabilities have been satisfied there remains any property, that property must not be paid to or distributed among the Members.
Instead, this property must be given or transferred to another institution or institutions that have: (129.1) objects similar to the objects of the Company; and (129.2) a Constitution which prohibits the distribution of its income and property among its members to an extent at least as great as is imposed on the Company.
If the Company is endorsed as a deductible gift recipient at the time it is wound up, the charity or charities receiving surplus assets must also be endorsed as a deductible gift recipient at the time the distribution is made.
Any changes to the Constitution from time to time must be done by a Special Resolution — a resolution approved by 75% of the Members of the Company.
Schedule 1 — Initial Directors & Guarantee
Guarantee: The Members of the Company have each guaranteed the following amount on its establishment: $10.
Schedule 2 — Statement by Persons Who Have Consented to Be Members
I consent to become a member of the company. I agree to the form of this Constitution of the company.
Official Constitution Document
You can download the official signed PDF constitution using the link below.
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