• Reports to: WELA Board Chair
• Location: The WELA team and Board works remotely, within AEST hours and Board Members are expected to work within this time zone
• Job type: Voluntary, without remuneration

Commitment:

• The total time commitment for the Company Secretary is expected to average 2-4 hours per week
• As Board Directors are voluntary and carried out alongside paid work, much of the time commitment for meetings is outside of usual
  business hours
• The Company Secretary is expected to attend all Board Meetings, Planning Days and sit on the Governance Committee, with an option
  to also join Board development meetings
• Provide a two-month notice to allow for recruitment and appointment of new Company Secretary

About the position

The Company Secretary plays an integral role in ensuring WELA complies with all the relevant regulatory requirements in respect of operating a company under Australian corporate law. The Company Secretary, therefore, has certain legal responsibilities in addition to their work in support of the Board to provide advice and implement good governance practices.

In accordance with WELA’s Constitution, the Company Secretary is appointed by the Board. The Board may appoint more than one person as joint secretaries. The Company Secretary does not to be a Director of the Board.

The Company Secretary works closely with the Chair, the Chair of the Governance Sub-committee and the Operations and Administration Manager to fulfil the requirements of the Board. Directors are able to communicate directly with the Company Secretary and vice versa, and the Company Secretary is accountable to the Board through the Chair on all governance matters. As a member of WELA Ltd, the Company Secretary exemplifies WELA’s Code of Conduct and Cultural Statement.

Key responsibilities

Company secretaries fall under the definition of ‘officer’ of a corporation (s 9 of Corporations Act 2001 ‘the Act’), so they have many of the same duties and obligations as directors. These duties include:

• to exercise their powers and discharge their duties with care and diligence (s 180)
• to exercise their powers and discharge their duties in good faith and for a proper purpose (s181)
• not to improperly use their position to gain an advantage for themselves or someone else, or to cause detriment to the company (s 182)
• not to improperly use information obtained by virtue of their position (s 183)
• it is also a criminal offence if a company secretary is either reckless or intentionally dishonest and fails to exercise their powers and discharge their duties in good faith in the best interests of the company, or for a proper purpose (s 184)

On top of this, the Company Secretary's responsibilities include:

• in collaboration with the Operations and Administration Manager, ensuring the necessary registers are established and properly maintained
• understanding and ensuring the company complies with its statutory obligations, and ensuring requirements of the The Australian Charities and Not-for-profits Commission (ACNC), Australian Securities and Investments Commission (ASIC) and other regulators are met, including continuous disclosure
• providing or procuring advice for Board Directors regarding application of the Act, WELA’s Constitution, ACNC reporting and other legal and regulatory requirements
• in collaboration with the Operations and Administration Manager and Governance Committee, developing, implementing, communicating and maintaining compliance policies, processes and procedures
• overseen by the Chair, ensure Board papers and Board agenda items are made in a timely manner and then create, confirm, collate and circulate Board meeting agendas and papers
• maintain appropriate record taking, including minute-taking at Board meetings including the Annual General Meeting, for review by the Chair, before circulating to Board Directors, filing signed approved PDF of minutes, maintaining a register of decisions and actions made at WELA Board meetings
• support in the delivery of the Annual General Meeting.

About you

You’re passionate about our environment, and the important role of women’s leadership in creating a genuinely sustainable future in which people and the planet thrive.

You have a strong attention to detail, great project management skills, the ability to take on large amounts of information and consolidate this clearly and concisely, and are comfortable prioritising and meeting multiple deadlines. You work well independently and in a team, identifying and responding to issues.

You understand the governance in line with our constitution and ACNC requirements for our members and our purpose.

Key Selection Criteria

Essential

• Experience in governance of not-for-profit organisations
• Excellent written communication skills
• Confident speaking up to clarify points
• Highly-organised
• Strong attention to detail

Desirable

• Legal background and knowledge
• Experience working with environmental not-for-profits or feminist organisations
• Passionate about environmental protection and addressing the climate crisis
• Passionate about supporting women’s leadership

About WELA

Women’s Environmental Leadership Australia (WELA) is empowering, supporting and funding women’s leadership for our environment and climate action, in order to transform Australia’s response to our environmental and climate crises.

Overwhelmingly, our existing political, business and societal leadership has failed to adequately address the climate and environmental crises at hand.

It’s time for a leadership change. Put simply, we will not get out of this by relying on the same leadership that got us into it. Instead, leadership styles that are strongly networked, collaborative, and responsive to communities will be essential in the transition to a sustainable future. Qualities we see in abundance in women’s leadership. We need more of it.

Our 3-year strategic action plan prioritises expansion of our training, development and support for more connected influence and greater impact.

A position description is attached.