Proposed Constitution & Rules

Important legal status: This is a publicly readable copy of the revised proposed constitution. It is not evidence of member adoption, approval by the Queensland Office of Fair Trading, ACNC registration or current legal effect. The association continues to operate under its registered rules until any replacement is validly approved and registered. The text below reflects the proposed Google Drive draft reviewed on 6 November 2026.

The proposed rules centre LGBTIQA+ community wellbeing, community leadership, decision-making, accountability, safeguarding and clear financial controls. For information about documents currently available to the public, see Governance & public documents.

1. Name, Interpretation and Structure

1.1 The name of the incorporated association is Sparkly Aliens Inc. (the Association).

1.2 The Association is an incorporated association under the Associations Incorporation Act 1981 (Qld) (the Act).

1.3 In these rules, Committee means the elected management committee; Secretary means the person appointed or elected as secretary; Member means a person entered as an ordinary member in the Association’s register; Volunteer means a person contributing services without an employment relationship; and general meeting includes an annual general meeting (AGM).

1.4 Where these rules conflict with an applicable statutory requirement, the requirement of the Act or another applicable law prevails.

1.5 The Association's financial year ends on 30 June each year.

2. Charitable Purposes and Objects

2.1 The Association is established exclusively for the public benefit to advance the health, wellbeing, social inclusion, education, rights and community participation of LGBTIQA+ people and communities. Its primary and intended beneficiaries are LGBTIQA+ people.

2.2 The Association pursues the following charitable objects for the benefit of the public:

(a) Advancing social and public welfare: preventing and relieving isolation, disadvantage, discrimination and barriers to meaningful participation experienced by LGBTIQA+ people.

(b) Advancing health and wellbeing: delivering LGBTIQA+-affirming preventive mental health initiatives, psychosocial and peer support, health literacy, and connections to appropriate health and wellbeing services.

(c) Advancing education: providing accessible LGBTIQA+-specific education, inclusive skill development, community workshops, leadership development and facilitator training.

(d) Promoting and protecting human rights: advancing equality, dignity, freedom from discrimination, self-determination, identity affirmation, accessibility and meaningful community participation for LGBTIQA+ people.

(e) Undertaking lawful activities incidental to the LGBTIQA+-specific charitable purposes above, including rainbow peer-support groups, dedicated transgender and gender-diverse programs, accessible interest-based participation, preventive mental health initiatives, community advocacy, volunteering, fundraising, scholarships, educational resources and partnerships with appropriate services. No such activity constitutes a separate recreational or generalist purpose.

2.3 The primary intended beneficiaries are lesbian, gay, bisexual, transgender, gender-diverse, non-binary, intersex, queer, asexual and other sexuality-, sex- and gender-diverse people and communities. The Association particularly recognises intersectional disadvantage affecting LGBTIQA+ people who are also autistic, neurodivergent, disabled, young, regionally isolated or otherwise face barriers to safety, health, dignity and participation.

2.4 Programs for families, carers and allies are permitted where they directly support LGBTIQA+ beneficiaries’ wellbeing, safety, rights or inclusion. The Association does not separately pursue generalist disability, neurodivergence, autism or other population services outside its LGBTIQA+-specific charitable purposes. Every program must identify an LGBTIQA+-specific charitable outcome; interest-based activities are a means to achieve health, welfare and inclusion, not a standalone recreational purpose.

2.5 The Association's activities must demonstrate a direct and credible connection to an LGBTIQA+-specific charitable outcome. Its core activities may include rainbow and trans-specific peer support, psychosocial wellbeing, interest-based connection, preventive mental health, health literacy, accessible education, leadership and facilitator development, advocacy, community partnerships and referrals. Programs may be designed specifically for LGBTIQA+ people facing intersectional disadvantage, but this does not create an independent generalist disability or neurodivergence purpose.

3. Not-for-Profit Character and Application of Assets

3.1 The Association’s income, property and assets must be applied exclusively to advancing its charitable purposes.

3.2 No part of the Association’s income, property or assets may be paid or transferred, directly or indirectly, to any Member, Committee member or founder merely because of their membership, position or association with the organisation.

3.3 This restriction does not prevent genuine, reasonable and properly authorised payment for services provided or expenses incurred on behalf of the Association. Any such payment must be documented, consistent with its charitable purposes, and subject to effective management of conflicts of interest.

3.4 A Volunteer or ordinary Member does not become an employee, receive remuneration or acquire any beneficial interest in the Association’s assets merely by volunteering or holding membership.

3.5 The Association may accept gifts, donations, grants and other lawful funding on terms compatible with its charitable objects, with proper records of any restrictions.

4. Membership Classes and Eligibility

4.1 The Association has one class of voting membership, known as ordinary membership. There is no fixed maximum number of ordinary Members.

4.2 An ordinary Member must be an adult who supports the Association’s LGBTIQA+-specific objects, agrees to comply with these rules and is admitted under rule 5. Membership is open to LGBTIQA+ people and supportive allies, subject to fair and lawful eligibility requirements. The Association shall actively recruit and sustain substantial LGBTIQA+ membership, participation and leadership.

4.3 Every ordinary Member has one vote at a general meeting and may stand for Committee election if legally eligible. Elections and member consultation must be accessible and structured to enable meaningful LGBTIQA+ community leadership, including participation of trans, gender-diverse, intersex, asexual and intersectionally marginalised community members. Self-identification is voluntary and confidential; no person is required to disclose sensitive identity information publicly.

4.4 The Association may recognise supporters, donors, volunteers and program participants without conferring membership or voting rights. Any distinction must be explained clearly and consistently. Their relationship and any role-specific rights must be communicated clearly.

4.5 Membership is voluntary and separate from employment, participation in programs and volunteer duties. Volunteering does not automatically create membership, and an invitation to become a Member does not itself confer membership.

5. Application, Admission and Members Register

5.1 An eligible person may apply to the Secretary in writing, including electronically, stating agreement to the objects and these rules.

5.2 Before deciding an application, the Committee must ensure that the applicant receives the information about the Association’s public liability insurance required by Queensland law.

5.3 The Committee determines membership applications by majority vote at a properly constituted meeting, applying fair, lawful and non-discriminatory criteria consistent with the LGBTIQA+-specific charitable objects. Recruitment and admissions practices must not undermine LGBTIQA+ community leadership or exploit identities for nominal representation.

5.4 The Secretary must notify an applicant of acceptance or rejection in writing as soon as practicable. Admission takes effect when accepted and entered on the Association’s member register.

5.5 The register must record the particulars required by law, including the Member’s name, contact details, date admitted and cessation date where relevant. The Secretary is responsible for its lawful custody, accuracy and access.

5.6 Members must keep their contact details reasonably current. The Committee must apply appropriate privacy and information-security controls to the register.

6. Membership Fees, Rights and Obligations

6.1 The annual ordinary membership fee is nil. Any future change to membership fees requires approval by a general meeting, with advance notice to Members, and applies prospectively.

6.2 Members must act consistently with the Association’s charitable purposes, respect the rights and dignity of others, avoid misconduct or harassment, comply with lawful Association policies and disclose conflicts of interest relevant to decisions in which they participate.

6.3 Members may inspect these rules, the member register and Association records to the extent required by law, subject to lawful privacy, confidentiality and access restrictions. Any charges for copies must be reasonable and lawful.

6.4 No Member is personally entitled to the Association's property or surplus, whether on departure or dissolution.

7. Resignation, Termination and Appeals

7.1 A Member may resign by written notice to the Secretary. Resignation is effective on receipt or on a later date stated in the notice.

7.2 The Committee may suspend or terminate membership only for a substantive reason permitted by law and these rules, including serious misconduct, material breach of the rules or conduct materially prejudicial to the Association’s purposes or safety.

7.3 Before making an adverse membership decision, the Committee must give the Member written notice of the concerns, a reasonable opportunity to respond and an impartial determination. The outcome and reasons must be communicated in writing. Any temporary safety measure must be lawful, necessary and proportionate.

7.4 A Member whose application is rejected or membership terminated may appeal by giving written notice within 28 days after receiving the decision. The Secretary must arrange an independent review by a general meeting or a body lawfully constituted under the rules; the decision-maker involved in the original decision must not control the appeal outcome.

7.5 The statutory grievance procedure in rule 16 applies to disputes arising out of membership and must be followed where required. No disciplinary action prohibited by the Act may be taken during a pending grievance procedure.

8. Management Committee

8.1 The Association is governed by its elected management Committee, which is the governing body responsible for organisational decision-making. The Committee holds ultimate responsibility for strategy, charitable purpose, policies, governance, financial oversight, safeguarding and accountability to LGBTIQA+ communities and ordinary Members. Its decisions must be properly authorised and recorded.

8.2 The Committee must consist of at least three adults. The offices of President and Treasurer must be held by different persons. The Association must also have a Secretary meeting the eligibility requirements of the Act.

8.3 The Committee comprises a President, Treasurer, Secretary and up to four additional elected ordinary Committee members, subject to the Act. At least a majority of elected Committee members, including the President, must be people who voluntarily and confidentially self-identify as members of LGBTIQA+ communities. If a vacancy causes this requirement not to be met, the Committee must promptly initiate lawful recruitment or election processes to restore it, while continuing only such business as legally permitted.

8.4 Committee members must be eligible under the Act, exercise independent judgment, act in the Association’s charitable interests, comply with applicable duties, and meaningfully represent and consult LGBTIQA+ communities. The Committee must seek diversity of representation, particularly transgender and gender-diverse people and LGBTIQA+ people who are autistic, neurodivergent, disabled, young or regionally isolated, without requiring public disclosure of sensitive personal information.

8.5 Committee positions are unpaid voluntary governance positions. A person performing separate paid work may be paid only in accordance with rule 3 and an independent, properly recorded conflict-management decision.

8.6 Community leadership is substantive, not honorary. The Committee must keep evidence of voluntary confidential self-identification sufficient to verify the majority requirement without public outing; document recruitment, elections, roles and genuine voting authority; and ensure that community representatives can direct resources, strategy and service design. Community leadership must not be inferred merely from members' association with the organisation or an ally's support.

8.7 The Association shall maintain an accessible LGBTIQA+ community advisory and feedback process with regular opportunities to influence priorities, safety, accessibility, programs and evaluation. The Committee must respond to material recommendations and provide an annual report to Members on community involvement, decisions and improvements. Advisory input supplements and does not replace the elected Committee's legal responsibilities.

9. Elections, Terms, Vacancies and Removal

9.1 Eligible ordinary Members elect Committee members at the AGM. The Secretary must invite nominations transparently, explain eligibility and voting rules, and ensure that election processes give effect to the LGBTIQA+ community-led composition requirements in rule 8.3, subject to the Act, equality laws and the operative registered rules.

9.2 A Committee member's term begins at the close of the meeting at which they are elected and ends at the close of the next AGM, unless they resign, cease to qualify or are lawfully removed earlier. Members may stand for re-election.

9.3 If the number of nominees exceeds the positions available, voting is by a transparent ballot supervised by the chair or another independent person appointed by the meeting. Each eligible Member may vote according to the number and type of positions available.

9.4 The Committee may fill a casual vacancy until the next AGM, subject to statutory eligibility and without allowing the Committee to fall below the legal minimum.

9.5 A position becomes vacant on death, written resignation, loss of statutory eligibility, a disqualifying circumstance, removal by a properly authorised general meeting or another circumstance required by law.

9.6 A motion to remove a Committee member must be notified fairly and give the affected person a reasonable opportunity to respond, subject to the Act and the grievance procedure.

9.7 The Secretary must ensure that required changes to office-holder details are notified to the Office of Fair Trading within applicable statutory time limits.

10. Committee Powers and Responsibilities

10.1 The Committee may exercise the Association's lawful powers to further its charitable objects, subject to the Act, these rules, any valid member resolution and grant or funding obligations.

10.2 The Committee is accountable for an LGBTIQA+-specific strategy, community-led program design and evaluation, financial management, safeguarding, risk oversight, lawful fundraising, conflicts of interest, related-party dealings, insurance, operational policies, statutory records, and timely regulatory reporting. Its annual reporting must include evidence of beneficiary voice and genuine community leadership.

10.3 The Committee may create operational policies, establish subcommittees and delegate specified administrative tasks to suitably qualified volunteers or staff, but retains responsibility for oversight and cannot delegate a power reserved to Members or otherwise restricted by law.

10.4 Delegations, expenditure authorities and related-party arrangements must be documented and periodically reviewed. No individual may unilaterally override the governing body's lawful decisions.

10.5 The Committee must distinguish the Association's activities, finances, contracts and obligations from those of any related business, individual or other organisation.

11. Responsibilities of Office Holders

11.1 The President chairs meetings when present, promotes lawful and fair decision-making, ensures the Committee fulfils its obligations and represents the Association as duly authorised.

11.2 The Secretary maintains statutory registers, meeting notices, minutes, correspondence, rule copies, member records and required regulator notifications, and oversees secure custody of governance records.

11.3 The Treasurer oversees accurate accounts, budgets, receipts, bank reconciliations, financial statements, grants, payment controls and presentation of financial information to the Committee and AGM.

11.4 Every Committee member must exercise independent judgment, disclose relevant interests and act within the authority granted by law and these rules. The Association may appoint a chief executive, coordinator or other operational lead; such appointment does not displace Committee duties.

12. Committee Meetings and Decisions

12.1 The Committee meets as often as necessary, and at least once in every four calendar months, with further meetings where proper oversight requires.

12.2 The Secretary gives Committee members reasonable notice of the meeting, ordinarily at least seven days, with agenda and relevant papers. An urgent meeting may be convened on shorter notice where lawful and all reasonably practicable notice is provided.

12.3 A quorum is more than half the Committee members then holding office, but never fewer than two, and the Association must continue to meet the statutory requirement for at least three Committee members.

12.4 Committee meetings may be held in person or using technology that permits participants to take part in real-time discussion and voting.

12.5 Decisions are made by a majority of eligible, unconflicted Committee members present and voting. A tied motion fails. The chair does not have a second or casting vote.

12.6 Minutes must record participants, quorum, interests, decisions, votes, recusals and actions. Community-accountability decisions must also record which LGBTIQA+ consultation, participant evidence or community-led advisory recommendations informed the decision, without exposing confidential identity information.

12.7 Where a conflict materially affects a decision, the affected person must disclose the interest, refrain from voting as required by law, and be excluded from deliberation where necessary for independent decision-making.

13. General Meetings

13.1 The Association holds a general meeting whenever required by law or these rules and whenever the Committee resolves that one is necessary.

13.2 The Committee must convene a general meeting following a valid written request by the number of Committee members or ordinary Members required by the Act or rules applicable to the Association.

13.3 Notice of a general meeting is sent to every ordinary Member at least 14 days before the meeting, or at least 21 days when a special resolution is to be considered, unless the Act requires a longer period.

13.4 The notice must specify the date, time, location or access method, meeting business, exact text of any special resolution, voting information and any lawful proxy process.

13.5 General meetings may take place in person or through real-time technology enabling Members to participate and vote. Accessibility arrangements must be offered wherever reasonably practicable.

13.6 Quorum is the number of Members equal to the number of Committee members plus one, or, if all ordinary Members serve on the Committee, the number of ordinary Members minus one, subject to the Act.

13.7 No substantive business may proceed without a quorum. If quorum is absent within 30 minutes of the notified start time, the meeting is adjourned to a date, time and method notified by the Secretary; if quorum remains absent at an adjourned meeting, statutory requirements continue to apply.

13.8 The President chairs if present; otherwise, eligible Members present choose a chair. The Secretary ensures proper minutes are recorded and retained.

14. Voting and Resolutions At General Meetings

14.1 Each ordinary Member entitled to vote has one vote. Voting may be by show of hands, electronic voting or ballot, as determined by the meeting for a fair and accurate result.

14.2 A Member may appoint one proxy by a signed written or electronic appointment received by the Secretary before the meeting. A proxy must be a Member and must follow any lawful directions in the appointment. A proxy cannot be counted twice or cast votes inconsistent with the Act.

14.3 Ordinary resolutions pass by a majority of valid votes cast by Members entitled to vote, unless a higher threshold is prescribed by law.

14.4 Special resolutions require at least 75% of valid votes cast by Members entitled to vote at a meeting lawfully convened for that purpose, together with every other notice and procedural requirement under the Act.

14.5 The minutes must record the resolution's text and result. A matter reserved by law for Members must not be decided merely by a Committee motion.

15. Annual General Meetings and Annual Records

15.1 An AGM must be held within six months after the end of the Association’s financial year.

15.2 The AGM must receive the annual financial statements and required verification or audit, an account of LGBTIQA+-specific activities and outcomes, a report on LGBTIQA+ community representation and participation in governance, and elections for the Committee, together with other duly notified business.

15.3 Required annual returns, statements and other filings must be made to the appropriate regulator within the time limits imposed by law.

15.4 The Committee must maintain reliable financial and operational records and ensure that public reporting accurately reflects the Association’s governance, activities and financial position.

16. Grievances, Disputes and Fair Process

16.1 This rule establishes a grievance procedure for disputes under these rules between Members or between a Member and the Committee or Association.

16.2 A party may give written notice of a dispute to the Secretary, setting out the nature of the dispute and the outcome sought. If the Secretary is involved in the dispute, notice must be given to an independent unconflicted Committee member.

16.3 The parties must first have a reasonable opportunity to discuss the dispute and attempt resolution, with a support person or representative if requested.

16.4 If unresolved, the Association must facilitate impartial mediation by a mediator agreed by the parties or appointed through an independent dispute resolution service. The mediator must be unbiased, must give each party a fair hearing and must not impose a binding decision unless authorised by law and agreed by the parties.

16.5 Where the grievance procedure required by section 47A of the Act or by the statutory model rules prescribes additional protections, timelines, mediation or process, those statutory provisions apply and prevail.

16.6 The Association must not retaliate against a person for using this procedure in good faith. It must not take disciplinary action in breach of a statutory restriction while a relevant grievance is pending.

16.7 The Committee must maintain an accessible, proportionate complaints-handling procedure for volunteers, program participants, families, community members and other non-members, without diminishing any legal rights. The process must allow concerns to be raised safely, provide a fair and independent review when a Committee member is involved, protect confidentiality and prevent retaliation, record responses and outcomes, and explain escalation or review options. Complaints that are statutory disputes between Members remain subject to the grievance procedure above.

17. Financial Management and Banking

17.1 The Treasurer must oversee appropriate financial records that correctly explain the Association's transactions, assets, liabilities and financial position.

17.2 The Association must maintain bank accounts and financial records in its own legal name. Funds must be used only for its charitable objects and lawful operating expenses.

17.3 The Committee must approve annual budgets, a written financial delegations schedule, expenditure limits and the designation of authorised banking signatories. All expenditure must advance the Association’s LGBTIQA+-specific charitable purposes, be properly documented and fall within a recorded delegation. The Treasurer must report expenditure, budget performance and financial risks to the Committee.

17.4 The Committee must formally appoint and maintain a register of authorised bank signatories and payment approvers. Financial transactions must be initiated and approved by those authorised under the financial delegations schedule. A minimum of two independent approvals is required for payments above the threshold set in that schedule and for material related-party payments. The same person must not approve their own reimbursement or payment. The Treasurer must oversee banking controls, supporting documentation and regular reconciliations.

17.5 The Association must record grants, donations, sponsorships, member contributions, in-kind contributions, expenses and related-party dealings accurately and in accordance with applicable accounting requirements.

17.6 The Committee must prepare financial statements and arrange any independent audit or verification required by law or funding conditions, with timely presentation to Members and regulators.

17.7 The Association must not distribute profits to Members. Financial statements and declarations must present its assets, liabilities, income and expenditure accurately and transparently. No Member has an ownership interest in the Association's property.

18. Conflicts of Interest and Related Entities

18.1 A Committee member or any person participating in an Association decision must disclose any actual, potential or perceived material conflict.

18.2 The Association must maintain a proportionate, written conflict-of-interest procedure and a register of declared actual, potential and perceived conflicts. All Committee members and delegated decision-makers must disclose relevant interests before decisions. Where necessary, conflicted persons must withdraw from deliberation or voting; independent consideration, resolution and management measures must be recorded in the minutes. Material related-party transactions require documented independent approval consistent with applicable law.

18.3 Every arrangement with Neurodivergent Empowered or another associated person or entity must be documented on transparent, defensible terms and demonstrably advance the Association’s charitable purposes. The Association must preserve its independent financial records, contractual identity, service responsibilities and participants’ informed choices.

18.4 The Committee may adopt additional conflict-management procedures consistent with these rules.

19. Records, Inspection and Common Seal

19.1 The Committee must ensure the safe custody of the rules, minutes, registers, financial records, instruments of title, contracts, securities and any common seal.

19.2 Records must be retained and made available for inspection as required by the Act and other applicable laws. Confidential or personal information is handled in accordance with lawful privacy and safeguarding duties.

19.3 The Association is not required by these rules to have a common seal. If one is adopted, the Committee must approve and record its use and custody and ensure execution complies with the Act.

19.4 An authorised officer must make any regulator filings and changes required by law. Official copies of governing documents must be kept complete and unredacted for filing; publication and privacy protections must follow regulator requirements.

20. Changes to the Rules

20.1 These rules may be amended, added to or replaced only by a special resolution of eligible Members at a properly convened general meeting and by registration with the Queensland Office of Fair Trading as required by the Act.

20.2 A rules change does not take legal effect before it has been approved and registered by the Office of Fair Trading.

20.3 The Secretary is responsible for maintaining the currently registered version and notifying the ACNC of changes when the Association is registered as a charity and notice is required.

21. Winding Up and Distribution of Surplus Assets

21.1 The Association may be wound up or dissolved in accordance with the Act and applicable law.

21.2 After payment of all debts and liabilities, no surplus assets may be distributed to Members, founders or Committee members in their capacity as such.

21.3 All remaining assets must be transferred to one or more charities with similar LGBTIQA+-specific charitable purposes, or where no suitable recipient is reasonably available, charities that advance the health, social inclusion, welfare, education or human rights of LGBTIQA+ people. Any recipient must be charitable at law and prohibit distributions of income and assets to its members.

21.4 Any restrictions attaching to grant funds, gifts or deductible gift recipient funds must be observed in the selection and transfer of surplus assets, and any additional legal requirements applying at winding up must be met.

21.5 The recipient organisation or organisations are determined in accordance with applicable law and a valid resolution of Members or other competent legal authority.

22. General

22.1 Notices under these rules may be delivered personally, by post or by an electronic method agreed with the relevant Member, consistently with the Act and applicable electronic-transactions law.

22.2 The Association must provide reasonable adjustments to enable eligible Members to participate meaningfully in governance and decision-making, including accessible documents, alternative communication methods and appropriate support.

22.3 Any policy, procedure, delegation or volunteer agreement made by the Association must be consistent with these rules and the Act. A policy cannot remove a statutory membership right or change the Association’s charitable purposes.

Status: proposed only. This online transcription is provided for accessible reading and consultation, not for use as certified rules or as proof of legal or regulatory approval. The current legally operative registered rules take precedence.