Tullawon Health Service Inc

Quality Holistic Anangu Health - Stronger Families, Community & Culture

Clinic
Incorporation and Governance Print E-mail
The above photo is of THS's clinic building. 

THS was incorporated on 9/7/85 under Section 24(5)(b) of the Associations Incorporation Act 1985 (South Australia).  Its incorporation number is A9863.   This incorporation, as well as its own constitution, allows it to receive government funds, own and deal in property, open bank accounts, invest money (in appropriate ways), borrow and give securities, enter into contracts and to appoint agents to carry out these tasks for it.

The constitution contains the rules of how THS is to managed and is legally binding on the Board of Management.   Changes to the constitution need to be done according to its own rules and need to be approved by the Commissioner of Associations.

The constitution states that "All descendants from the Ooldea Mission living on the Yalata Lands or the land vested in the Maralinga Tjarutja shall automatically be members of Tullawon Health Service Inc unless they tell the Public Officer that they do not wish to be members.”   The members select the Board at Annual General Meetings and in doing so give these people the responsibility of providing the broad direction of THS and working with the CEO to make sure everything is running well within the organisation.

The Annual General Meeting is a compulsory meeting held within five months of the end of the financial year and is open to all members of the THS. At this meeting the Board reports to members on what has happened over the last year and presents the audited annual financial statements. The THS constitution states that fifty members must be present for a quorum.   The Board generally meets monthly. Meetings are formally structured with agendas and minutes are kept.   It is only within meetings that the Board can make decisions that are legal and enforceable.

The Board and THS management and staff are directed and guided in how they operate by:
  • the Associations Incorporation Act 1985 (SA)
  • relevant Commonwealth and State laws including taxation, superannuation, industrial relations, and occupational health and safety
  • the constitution of THS 
  • the grant conditions of the funding bodies
  • the organisation plan and budget
  • policies and procedures
  • the organisation structure
As well as powers the Board and management staff members also have responsibilities that are outlined in Part 4 of the Associations Incorporation Act 1985 (SA). These may be summarized as:
  • to act with honesty, diligence, and with reasonable care,
  • to not commit an act with intent to deceive or defraud THS, its member or creditors for any fraudulent purpose, 
  • to have an understanding of THS’s business and to keep informed of it activities, 
  • to not make improper use of information or opportunities received as a result of their positions; and 
  • to disclose any interest in a contract or arrangement that THS is proposing to enter into.
Board members and management staff are aware that it is not an excuse under the law to be unaware of their legal obligations and responsibilities. The Act outlines the various offences and penalties associated with Board and management responsibilities.

The Chairperson is a key member of the Board.   The main role of the chairperson is to ensure that the Board works effectively.   The chairperson represents THS to the outside world, and promotes THS and its objectives.   An important role of the Chairperson is to call and run meetings; including Board meetings as well as general meetings.

The Chairperson is elected by other Board members in the first meeting immediately following the Annual General meeting.   If the position becomes vacant a new chairperson is elected by the Board at its next meeting.

The Chief Executive Officer (CEO) plays a vital role in providing the link between the Board and the day to day operations of THS.   In general, the role of the CEO is to:
  • Take guidance and direction from the Board
  • Provide support to the Board
  • Manage the day to day operations of THS in line with the Board's strategic directions, the organisation plan, and policies & procedures
  • Employ and manage other staff within THS
  • Establish and maintain the administrative activities and requirements of THS
  • Represent and act on THS’s behalf in accordance with his/her statement of duties
  • Support the Board in its decision-making through reporting at its meetings and providing information and advice
The Board and the CEO are bound by a code of conduct that requires them to:
  • Maintain confidentiality and privacy
  • Avoid conflict of interest
  • Avoid pecuniary (money) interest
  • Not misuse confidential information
  • Avoid improper or undue influence
  • Not engage in any sort of bribery
  • Maintain a high standard of personal behaviour
  • Generally act with honesty and integrity
  • Perform their duties to their best ability
  • Not misuse THS facilities
  • Not misuse travel and other allowances
The code acts as a protection for Board members and the CEO. By following this code Board members, and the CEO, are assured that they are acting with honesty and integrity.

Board members are reimbursed for travel and accommodation costs if meetings are held away from Yalata.   They are also reimbursed if they lose wages to attend meetings.

Sitting fees recognise the value of the time Board members are prepared to spend in attending Board meetings.  At this time sitting fees cannot be paid from OATSIH funding.  Instead they are paid from THS’s own funds which are not derived from OATSIH funds.
Last Updated on Wednesday, 21 July 2010 11:49