Position Description – Non Executive Director – Amaze Inc.

1 September 2017

The Board of Governance of Amaze Inc. invites nominations for the position of Non Executive Director in accordance with this Position Description.

At the 2017 Annual General Meeting there will be a minimum of three, and up to four, vacancies on the Board, arising from two casual vacancies created from resignations in 2017 and the rolling three-year election rotation cycle for two Directors, as established under Amaze’s Rules of Association (under which three Directors retire each year, following the completion of a three year term). Current retiring Directors may offer themselves for re-election.

The Amaze Board is a skills-based Board. The Board requires Directors to have the core skills and competencies set out in Section C below. Each year the Board considers the range of specialist skills and expertise that would benefit the organisation. This year the Board has determined that the organisation would benefit from having Directors with the skills and expertise set out in Section D below. Accordingly, persons having those skills and expertise are invited to nominate.

Elections are held each year at the Annual General Meeting and members of Amaze are entitled to vote.

The position description is summarised below:

Position Non Executive Director, Amaze Inc.

Remuneration No remuneration apart from reimbursement of approved expenses incurred in fulfilling duties

Role Attendance at monthly Board meetings, AGM, participation on Board Committees and participation in other working groups and events as required. Estimated monthly time commitment – approximately 10-15 hours per month

Term Three years

Location 24 Drummond Street, Carlton VIC (Note that Board meetings are usually held at another location in Carlton)

Autistic persons, with interest in serving on the Amaze Board, who satisfy the core competency requirements and have skills and experience relevant to one of the specific expertise categories, listed below, are encouraged to nominate. Autistic and non-autistic people from culturally and linguistically diverse (CALD) or Aboriginal and Torres Strait Islander backgrounds are also encouraged to apply where they have the skills and experience relevant to one of the expertise categories.

A. Organisation Description

Amaze is a member-based, not-for-profit organisation and is the peak body for autistic people and their families in Victoria. It is an incorporated association, a registered charity with deductible gift recipient status and is governed by a Board of Directors in accordance with its Rules of Association. Amaze represents the community of Victorians who are on the autism spectrum and works for the benefit of all individuals and their families, and to promote a better understanding of the autism spectrum in the general community.

Our Social impact:

Amaze aims for a society that respects the dignity of every autistic person and offers them real opportunities to participate and contribute.

Our Purpose:

We want every autistic person to have the opportunity to exercise their own choice to participate meaningfully in, and make a valued contribution to, our society.

We build awareness, understanding, engagement and acceptance of autism.

We develop community capacity by working with others to help them value and support autistic people and their families.

Our Principles:

1. Autistic People at the Centre

2. Collaboration and Partnership

3. Courage and Independence

4. Evidence Based

Please visit our website http://www.amaze.org.au to read our Strategic Plan and learn more about the specific activities and programs carried out by Amaze.

The Amaze Board

Current Structure

The Amaze Board may comprise up to 9 Directors elected by members. Currently the Board comprises 7 Directors, with two casual vacancies created in March and June 2017. The Chief Executive Officer is not a Director. Typically each Director is elected for a term of three years, with three positions becoming vacant each year according to a rolling schedule. The Amaze Board is strongly committed to the active participation of autistic people as Directors and Board Observers in all aspects of the Board’s work.

The Board currently has four Board Committees: the Finance, Audit & Risk (FAR) Committee, the Governance Committee, the Policy Committee and the Research, Monitoring & Evaluation (RME) Committee.

Brief biographical details of each Board and Observers can be found as follows:

B. Current Board Directors

Chair: Shannon Eeles B NursSc (Hons). Founder and Director of Autism Partnerships. Co-founder of the IDEA Program and Little Learners Autism Program. Special Responsibilities: Chair, Policy Committee, member Governance Committee.

Deputy Chair: Vacant due to the Deputy Chair stepping into the Chair role in 2017.

Treasurer: Janine Hoey Bachelor of Commerce, FAICD. Janine has 25 years experience as a senior executive in finance, commercial, operations, governance, strategy, risk, health, safety and sustainability in energy and aviation companies. Currently a Non Executive Director of the Impact Investment Groups Solar Income Fund and consultant in the energy industry. Janine has held Non-Executive Director roles over the past 10 years for private and listed companies, including the Audit Committee Chair of an ASX listed company. Special responsibilities: Treasurer, Chair FAR Committee, Chair of Governance Committee.

Professor Nicole Rinehart PhD. Professor in Clinical Psychology at Deakin University; Consultant Clinical Psychologist, Melbourne Children’s Clinic; Honorary Research Fellow, Murdoch Children’s Research Institute and Adjunct Professor, Clinical Psychology at Monash University. Nicole has published over 120 papers and book chapters on the topic of developmental disorders, has attracted high citations and continues to be influential in shaping clinical and behavioural definitions of neurodevelopmental disorders. She has a broad profile of engagement with the community, including through the establishment of a national partnership with the AFL (ALLPLAY.org.au), and regular engagement with schools in the community. Special responsibilities: Member, RME Committee.

Professor Sandra Jones PhD (social marketing) and Masters qualifications in Assessment and Evaluation, Public Health and Business Administration. Experienced researcher with a broad profile of ASD related research; founding Director of the Centre of Health and Social Research at the Australian Catholic University; Australian Research Council Future Fellow; sixteen years as a researcher in the areas of health communication, education and social marketing, with a focus on community-based programs; previous Board experience in the not-for-profit sector. Sandra has two adult sons on the autism spectrum. Special responsibilities: Chair, RME Committee; member, Policy Committee.

Rachel McNamara B.Sci., M. Nutrition & Dietetics. Rachel is a blogger on autism and social justice issues at www.endautismstigma.wordpress.com, has worked as an Accredited Practising Dietician and in various administrative roles. With a special interest in autism, Rachel has undertaken extensive research to understand both scientific, cultural and personal perspectives of autism. Rachel is an autistic woman and has two autistic sons. Special responsibilities: Member, Governance Committee.

Michel Mamet B Comm (Finance and Accounting, Hons). Michel is the Managing Director of Flagstaff Partners, a corporate advisory business based in Melbourne. He has over 18 years’ experience as an investment banker in Australia and the USA. He is the chair of the UQ Alumni Council for the Faculty of Business, Economics and Law in Melbourne. He is the father of three children, one of whom is on the autism spectrum and is a passionate advocate for support of major disability reform and awareness. Special responsibilities: member, FAR Committee.

Katherine Pye Master of Applied Science (Speech Pathology), B.A (Psychology. Linguistics), Certified Early Start Denver Model Therapist. Katherine has 15 years’ experience as a paediatric speech pathologist in Australia and the UK. She is currently the Senior Coordinator of the Victorian Autism Specific Early Learning and Care Centre (ASELCC) at LaTrobe University. Special responsibilities: member, Policy Committee.

The Board positions held by Nicole Rinehart and Sandra Jones will be declared vacant at the AGM.

Participation by Autistic People

The Amaze Board is strongly committed to the active participation of autistic people in all aspects of the Board’s work. The Board has one Director who is autistic and encourages further nominations by autistic

people. Autistic Board Observers are invited to attend the Board meetings, to broaden and deepen their experience of the workings of the Board and as a possible pathway to a Director role also participate in Committee meetings and attend Board meetings.

To find out more about the Board’s commitment to increasing the involvement of autistic people in the Board’s work, please contact the Board Chair, via the CEO, at ceo@amaze.org.au.

Current Board Observers

Karen Firth Karen has worked in accounting roles and is a regular presenter at Amaze’s workshops for parents, sharing her family’s experience of the NDIS pilot. Karen is autistic and is a parent of three sons on the autism spectrum. Special responsibilities: Board Observer; member, FAR Committee

Paul Goddard Paul has a Bachelor of Arts and is currently in his third year of a Law Degree (JD). Paul identifies as Asperger and is a trombone player with the Melbourne Lawyers Orchestra. Special responsibilities: Board Observer; member, RME Committee.

Required Commitment of Directors

All Directors are expected to be active contributors to the governance and strategy work of the Board. The Board generally meets monthly throughout the year (except in November, when the AGM is held) and Directors are expected to attend a minimum of 80% of those meetings. Directors are expected to contribute their expertise to the organisation by participating in Board Committees and working groups as appropriate. Note that this may require membership of Board Committees and working groups in addition to the Committees mentioned in Section D below. The Board also typically holds one or two major strategy planning processes and retreats each year. Directors are expected to support the various events that Amaze holds (such as the Victorian Autism Conference and World Autism Awareness Day events). In addition a reasonable amount of preparation time is required before each Board and Board Committee meeting.

Persons considering nominating for the position of Director should therefore ensure that they have the appropriate amount of time to devote to the role. Please also be aware that meetings for Committees and other groups may be held during regular office hours from time to time and Directors are expected to be available to attend.

C. Core Competencies of Directors

The Board requires that nominees demonstrate the following core competencies (noting that individual Directors will ordinarily have specialist-level expertise in certain areas only):

Knowledge of a director’s responsibilities – a general understanding of the governance and strategic role of a board as well as individual directors’ legal, ethical, fiduciary and financial responsibilities; broad understanding of regulatory compliance issues.

Strategic expertise – demonstrated ability to contribute to effective decision-making by the Board through constructive analysis, problem-solving and questioning at a strategic level.

Financial literacy – the ability to read and comprehend the accounts and other financial material presented to the Board.

Risk management – understanding of and the ability to analyse, assess and manage material organisational risk.

Personal qualities – should align with the core values embodied in Amaze’s Principles. Sector knowledge – it is not necessary for Directors to have a direct personal or professional

connection with the autism community. However, a broad understanding of autism and its impact on individuals, families and carers would be an advantage.

Previous board experience – highly desirable. Professional qualification (e.g. AICD company directors course or equivalent) – highly desirable.

D. Specific Skills and Qualifications

The Board is seeking to fill the current Director vacancies with individuals having the specific skills and expertise described below and invites nominations from suitably qualified and interested persons to nominate for the following skills-based positions. You must specify the expertise category for which you are nominating. You may only select one category. If you do not specify the expertise category in which you wish to nominate or if you select more than one expertise category, the Board will review your nomination for the purpose of deciding which expertise category is the most suitable, having regard to your skills and expertise as described in the nomination form, and will allocate your nomination to that category only.

D1. Fundraising

Experienced Non Executive Director in the NFP sector with specific experience and success in effective fundraising from philanthropic, corporate, private donors and the wider community. Knowledge of emerging and/or innovative funding models in the NFP sector, with the ability to access networks of influence and create opportunities for fundraising on a short, medium and long term basis. The Director filling this role is expected to support Amaze’s relationships with current and potential fundraising sources, identify opportunities consistent with Amaze’s fundraising strategy, and where appropriate facilitate introductions to potential fundraising sources and support organisational initiatives to develop sustainable partnerships.

D2. Legal/Company Secretariat/Governance

Current or former lawyer or company secretary with specific experience in legal, company administration, corporate governance, risk and strategic issues relevant to Boards. It is not necessary that nominees have experience in the not for profit sector, however a working knowledge of Incorporated Associations would be beneficial. The Director filling this role is expected to have a strong legal expertise, clear and concise communication (both written and oral), be analytical and logical in their reasoning with good legal drafting and negotiation skills. The Director will also have strong corporate governance expertise with best practice knowledge. The Director will participate as a member of the Governance Committee.

D3. Research/Clinical

Experience in research, assessment and evaluation with a recognised university or research institutes in areas such as disability, autism or Public Health. The Director filling this role would be expected to provide input into the analysis and interpretation of commissioned research projects and provide guidance and input into the design of new research projects in support of Amaze’s principles, particularly that of our “Evidence based” principle to seek data and evidence to underpin decision-making and measurement of outcomes. Specific experience of the National Disability Insurance Scheme and the health system would be desirable.

OR

Clinical service providers and others who work directly with the autism community and their families are encouraged to apply. Service providers, such as medical professionals, allied health professionals, and other clinical professionals who work directly with or provide supports or services to members of the autism community. The Director filling this role would be expected to provide input into the development of organisational policy positions. Specific experience of the National Disability Insurance Scheme, the health system would be desirable.

Please contact the Governance Chair at Amaze via the CEO at ceo@amaze.org.au. if you are unsure whether you have appropriate experience for any of these roles or require assistance or support in preparing your nomination.

Ineligibility

In accordance with the Rules of Association, the Board will, at its sole discretion, reject nominations received from any of the following:

a current employee of Amaze or a person who was employed by Amaze within the 24 month period prior to the date on which the relevant nomination was received by the Board;

a person who does not, in the opinion of the Board, demonstrate the competencies, qualifications or skills set out in this Position Description;

a person who would not, in the opinion of the Board, be capable of discharging the responsibilities of director of Amaze because of a persistent conflict of interest or material personal interest;

a person whose name appears on either the ASIC Disqualified Persons Register or the ACNC Register of Disqualified Persons (or equivalent register).

Interviews

As part of the nomination process you may be invited to attend an interview with one or more members of the Governance Committee.

Nomination Process

If you wish to nominate for a Board position please download and complete the Nomination Form and return it to the address given by the date specified on the covering letter.

More detail about how to complete the nomination form can be found in the attachment to this Position Description. The same attachment is also included in the covering letter.

Questions

If you have any questions about the process or the information given here, please contact the Governance Committee Chair at Amaze via the CEO at ceo@amaze.org.au

ATTACHMENT

NOMINATING FOR THE AMAZE BOARD – WHAT TO DO

Step 1:

Click on this link to access the Nomination Form: http://www.amaze.org.au/uploads/2017/09/2017-Board-Nomination-Form.pdf

You will need to download the Nomination Form. You can either complete an electronic copy of the Nomination Form, or you can print it out and complete it by hand.

If you are having trouble accessing the Nomination Form on our website please, or you would like an Easy English version of the Position Description, contact us and we can send it to you.

Step 2:

Read the Position Description. The Position Description contains several sections:

A: Organisation Description. This section provides important background information about

Amaze.

B: The Amaze Board. This section contains background information about the current Directors,

Board Observers and Board Committee members.

C: Core Competencies for Directors. This section sets out general skills and experience that are

important for all Directors of Amaze to have. When you fill out the nomination form you should

write about how your skills or experience meet these criteria.

D: Specific Skills and Qualifications.

You need to decide which of the specific skills and qualifications fits best with your skills and expertise. Even if you have skills that fit into more than one category, your nomination will be allocated to one category only for the purposes of the election. The Board will do this by deciding which category you fit into the best.

Step 3:

Download and complete the Nomination Form by following these steps:

1. Insert your name in the blank space in paragraph 1.

2. Choose the category that you are nominating and place a tick in the box next to that category in

paragraph 3. If you can’t insert a tick, any other type of mark - such as a cross, an “x”, a dot or a

dash – is fine to use.

3. Write a description of how your skills and expertise meet the requirements of Section C: Core

Competencies for Directors (from the Position Description) and insert it in the space under the

heading C: Core Skills and Competencies in paragraph 4 of the Nomination Form.

4. Write a description of how your skills and expertise meet the requirements of one of the sets of

skills and expertise described in D: Specific Skills and Qualifications (from the Position Description)

and insert it in the space under the heading D: Specific Skills and Qualifications in paragraph 4 of

the Nomination Form. Don’t forget to state which specific skill category you are nominating under

– write this in the space provided at the top of section D in the Nomination Form.

5. Complete section 5. This section asks you to think about whether you have any other interests

outside Amaze, such as a business interest, that might have an impact on your ability to be an

effective director of Amaze because they might cause a conflict of interest. This is an ethical

question. Sometimes it can be difficult to decide whether another interest might cause a conflict

with your duties as a director of Amaze if you were elected to the Amaze Board. Please contact the

Board Chair, at Amaze via the CEO at ceo@amaze.org.au if you need any assistance in completing

this section of the form.

6. Consider section 6. This section asks you to confirm that what you have written in the form is true

and correct and not misleading. You will give this confirmation by signing the form under section 7.

7. Complete section 7 by signing the form, inserting the date and your contact details (address, phone

number and email).

8. Ask two people who are members of Amaze to sign the form in section 7. Anyone you know who is

a current member of Amaze can sign here for you if they agree to do so. It does not have to be a

director of Amaze or a staff member of Amaze.

Step 4:

Send the form to Amaze to the following address:

Board Chair, Amaze Inc., 24 Drummond Street, Carlton VIC 3053.

You can send it by post or by email, or you can hand deliver it.

The form must reach our offices by 4.00pm on 28 September 2017.

Step 5. Interviews

As part of the nomination process you may be invited to participate an interview with a member of the Governance Committee. The purpose of the interview is to get to know you a little better and give you the chance to ask any questions you may have about Amaze, the elections or the Amaze Board’s work.

The interview can be structured in a way that supports your communication preferences (for example, it could be conducted in person, over Skype, over the telephone or by email).

Please contact us at ceo@amaze.org.au to learn more, or if you have further questions.