Adopted in August 2025

1. Introduction

The Terms of Reference (ToR) outline the purpose, responsibilities, and operational procedures of the Board of Wattle Pathways. The ToR serves to clarify expectations and ensure transparent and effective governance and advocacy.

2. Purpose of the Board

We have established an independent Board to provide governance oversight, ensure financial and legal transparency, and support Wattle Pathways to become a verified and trusted social enterprise in Australia.

3. Board Roles and Responsibilities

Our Board members are appointed on a volunteer basis to carry out the following duties:

• Governance and oversight: 
  • Ensure we comply with the global and Australian standards in relation to social enterprises.
  • Review and approve organisational policies, monitor risks, and ensure appropriate mitigation strategies are in place.
• Financial transparency and fundraising  
  • Ensure adequate financial controls and audits are in place for transparent and effective governance. To achieve this, Wattle Pathways commits to engage trusted accountant and/or independent auditor to provide regular financial statements/reports to the Board.
  • Allocate independently substantial annual surplus of Wattle Pathways (i.e., at least 50% of net profit) to support worthy social causes in Australia. This may include supporting in-kind tutoring and other education programs that are provided by Wattle Pathways and/or other not-for-profit organisations.
  • Leverage personal and professional networks to help with Wattle Pathways’ fundraising initiatives.
• Advocacy and representation
  • Act as an ambassador for Wattle Pathways in the community.
  • Promote Wattle Pathways in public and private forums while committing to the following advocacy principles:
    • Mission-aligned: all advocacy efforts should align with the mission of the organisation.
    • Evidence-based- all advocacy efforts should be grounded in transparent research and credible data, lived experience, and community feedback.
    • Ethical– all advocacy efforts are ethical to maintain honesty, integrity, and respect for all stakeholders, which are critical to building trust with the public, all levels of Australian government, and other partners.
    • Inclusive– all advocacy efforts consider the diverse needs and perspectives in Australia’s multicultural society without any prejudice based on geographic or socio-economic status, race, gender, and one’s ability.
    • Independent– all advocacy efforts maintain Wattle Pathways’ independence from political parties and other influences.
• Board development
  • Attend Board meetings and actively participate in decision-making. If it was required to have in-person meeting(s), Wattle Pathways will compensate for the Board members’ travel and accommodation.
  • Participate in recruitment and evaluation of fellow board members.

4. Board structure, membership, and resignation/termination

Board members are encouraged to give a commitment of at least 2 years to serve on the Board.

Board members will elect a chairperson every year, who has the following duties:

• Maintains a clear separation between the Board and Director specifically in relation to the allocation of Wattle Pathways’ annual surplus to support a worthy social cause in Australia.
• Champions Wattle Pathways’ mission in public and private forums.
• Chairs board meetings and helps the Director to set agendas.
• Facilitates constructive discussions, diverse viewpoints, and consensus-building in board meetings.
• Ensures all Board members understand their duties as outlined in this ToR.
• Provides regular feedback and mentoring support to the Director.

A board member may resign voluntarily. The board member is required to:

• Submit a written resignation to the Chair, including the effective date.
• If applicable, return property belonging to Wattle Pathways such as confidential documents and devices prior to the effective date.

The Board may decide to terminate a member because of one or combined following reason(s):

• Serious misconduct in performing his/her duties as outlined in this ToR
• Failure to attend at least 3 consecutive, formal, board meetings
• Bankruptcy or criminal conviction
• Mental incapacity or illness
• Failure to declare conflict of interest, which is broadly defined as when a Board member’s personal interests, relationships, or affiliations could compromise, or appear to compromise, their impartiality or ability to make decisions in the best interest of Wattle Pathways.

5. Meetings

• The Board will meet 3 times a year, with additional meetings scheduled as needed. Director will circulate meeting agendas and materials at least one week in advance.
• A meeting quorum shall consist of a simple majority of Board members.
• Board decisions will be made by consensus. Where a consensus cannot be reached a simple majority vote will decide. In the case of a tie the Chairperson may cast the deciding vote.
• Director of Wattle Pathways (or a staff member on their behalf) attends Board meetings and participates in the discussions. However, they will not have a voting power when a Board’s decision requires formal voting.
• If required, other staff members may be asked to attend the Board meeting(s) to help with minutes and admin support.
• Board members and staff commit to maintain confidentiality on all sensitive matters discussed at the meetings.

6. Review of ToR

The ToR shall be reviewed every 2 years to reflect changes in governance best practices or organisational needs.

7. Acceptance

Board members adopted this Terms of Reference on 18 August 2025.