TERMS OF REFERENCE
TERMS OF REFERENCE
Name - Good Health Alliance NT (GHANT, or the Alliance)
Mission - To reduce the impact of chronic diseases on the Northern Territory population by facilitating a united approach on areas of common interest through advocacy, active collaboration, the encouragement of prevention and the formation of strategic alliances.
Aim -To work together in best practice prevention and management of chronic diseases through:
collaborative promotion of common health messages.
advocacy to Government and health service providers for strategic and committed long term investment and evidenced based public health policy.
the establishment of strategic alliances, partnerships or projects.
sectoral representation of non government chronic disease organisations to Government.
Active support for the Chronic Conditions Prevention & Management Strategy.
Diabetes Association of the Northern Territory Inc (trading as Healthy Living NT)
Heart Foundation, Northern Territory
Asthma Foundation of the NT Inc
Strategic Objectives - The Strategic Objectives of the Alliance are outlined in the agreed GHANT Strategic Plan.
Activities - The activities to be undertaken by the Alliance are outlined in the agreed GHANT work plan.
Operation of the Alliance
The Alliance shall consist of Full members and Associate members. Any non government organisation with a substantial interest in the NT and which has a significant interest in reducing the impact of preventable chronic diseases is eligible to seek membership of the Alliance.
Full membership is available to any non government organisation which represents:
a major preventable chronic disease and/or
a significant proportion of the NT community substantially affected by preventable chronic disease.
Associate membership is available to other organisations with an interest in preventable chronic disease. Associate members are entitled to attend and speak at meetings of the Alliance, but are not entitled to vote at any meeting of the Alliance.
A Management Committee comprising CEO (or equivalent) representatives from each Full member of the Alliance shall manage the Alliance.
The purpose of the Management Committee is to:
provide Governance for the Alliance and compliance with statutory obligations (if any).
approve strategic goals and priorities
approve work plans
approve any necessary budgets and financial administration arrangements
act as a mechanism to review progress against strategic goals and assess the effectiveness of the Alliance.
(*) Where a member organisation is based in the NT i.e. with its primary office based in the NT, Management Committee representation must be the CEO (or equivalent) and cannot be delegated (other than to another Alliance Member Organisation CEO).
Where a member organisation is not based in the NT i.e. is a national organisation with its primary office based interstate, the CEO of that member organisation may nominate an appropriate officer to serve on the Alliance Management Committee.
In either case, it is an expectation that any person representing a member organisation on the Management Committee is authorised and able to fully participate in the functions of the Management Committee and empowered to make decisions as a Management Committee member.
Irrespective of whether a member organisation participates on the Management Commitee through its CEO or a delegate of its CEO, the full annual Alliance membership subscription is payable.
Representation and Attendance at Meetings
Each Alliance Full member is entitled to have one representative on the Management Committee, although additional representatives may attend as observers where appropriate. Associate members may attend meetings of the Alliance as observers.
Alliance members will bear the costs of their representatives attending meetings. The Committee may invite other organisations to attend meetings of the Alliance as observers.
Decisions will be reached wherever possible through consensus.
Where this is not possible, a vote will be taken requiring a majority decision for resolutions to be passed. There is only one vote per Full member organisation however, in the event of a tied vote, the Chair shall have a casting vote in addition to their representative vote.;
A quorum for a Management Committee meeting shall be a minimum of three (3) Full member organisations.
The position of GHANT Chair (who is also the Chair of the Management Committee) will be elected every two years from Full member organisations.
The position of Chair cannot be held by the same person or member organisation for consecutive terms.
The Secretariat of the GHANT is to be managed by the Alliance member who is occupying the position of GHANT Chair.
The GHANT Secretariat will:
provide a single point of contact for all member organisations of the GHANT;
provide administrative support for the Alliance, including recording minutes of Management Committee meetings and attendance at other meetings as requested.
Monitor and maintain the currency of GHANT materials and website as directed by the Management Committee.
Maintain the records of the Alliance.
Meetings and Communications
Management Committee Meetings
The Management Committee will meet not less than quarterly. Minutes of meetings will be recorded by the Secretariat and circulated to all Full members.
It is anticipated that the bulk of the business of the Alliance will be collaboratively transacted by CEOs of respective member organisations in the normal course of their duties.
An Annual Review of the Alliance comprising Board and CEO representatives of each Full Member of the Alliance shall be scheduled annually by the Chair in consultation with the Management Committee.
A Special Meeting comprising Board and CEO representatives of each Full Member of the Alliance shall be called on a written request to the Chair signed by at least two (2) Full Members of the Alliance. Such meeting shall be held at a date appointed by the Management Committee, not later than thirty (30) days after receipt of such request. Only the business for which that Special Meeting was called shall be discussed.
Minutes of Annual Review and Special Meetings will be recorded by the Secretariat and circulated to all members.
Mode of Operation
It is proposed that the Alliance will operate on a ‘shared services model’, with each Full member taking responsibility for carriage of particular projects or functions. The allocation of functional responsibilities under a shared services model will be determined by the Management Committee.
Cross organisational working groups would be responsible for undertaking agreed projects where appropriate.
The GHANT will have specific Alliance branding depicted in a unique logo. The Alliance branding may also bear the logos of each Full member organisation. Each Full member allows for the use of their logo. GHANT Branding may only be used with the permission of the management committee.
Roles and responsibilities of Alliance members
Each member of the Alliance will:
work in line with the Terms of Reference of the Alliance;
collaborate in an open and co-operative manner;
share relevant information freely and without prejudice;
respect the views of Alliance members whilst not always agreeing with them;
respect and value the differences between individual members and utilise the strengths of individual members;
contribute as agreed to achieving the work plan of the Alliance;
maintain their own independent programs and avoid open conflict with similar actions of the Alliance;
respect confidentiality of material presented to the Alliance and produced by the Alliance, and not distribute such materials further without the formal agreement of all Full members;
not attempt to gain benefits from the work of the Alliance at the expense of other members;
A member nominated by the Management Committee will provide the initial point of contact for any media, or other inquiries, related to the work of the Alliance
These terms of reference do not preclude additional organisations from undertaking collaborative activities with Alliance members.
Two or more existing Full members may nominate additional members. An invitation to join the Alliance will only be issued if there is unanimous agreement of the Management Committee comprising existing Full members in attendance at the appropriately scheduled meeting at which the application is considered.
Nothing in these Terms of Reference is intended to create any indemnity or joint or several liability between the parties.
Liability will fall on each individual Full member in so far as their actions have caused loss, harm, damage, cost or expense. Liability will only be joint where the actions of two (2) or more Full members have caused loss or damage. This liability will be determined by reference to the extent that it reasonably reflects each member’s participation in the events which created the loss or liability.
Each Alliance Full member must maintain all insurance which is necessary to fully indemnify it against any liability which it may incur as a result of the Alliance.
In the event of a disagreement arising between the members in relation to the activities of the Alliance, the members will adopt the following dispute resolution procedure:
Each member’s representative shall meet and endeavour to resolve the dispute in an informal manner;
If the matter is not resolved within two weeks, the Management Committee shall meet and endeavour to resolve the dispute;
If the dispute remains unresolved within a further two weeks of being referred to the Management Committee, the members agree to refer the dispute to mediation by a mutually agreed mediator or a mediator selected by the president of the Law Society of the NT;
The cost of the dispute resolution shall be shared equally between all Full members of the Alliance.
Each Alliance Full member shall have the right to terminate its involvement with the Alliance at any time upon giving three (3) months prior notice in writing.
Each Alliance Associate member shall have the right to terminate its involvement with the Alliance at any time upon giving one (1) months prior notice in writing.
Funding and Financial Administration
Funding and financial administration will be determined annually by the Management Committee.
The Alliance may seek to obtain an Australian Business Number in order to facilitate Government funding or private sponsorship.
These Terms of Reference do not preclude the Alliance from seeking formal incorporation under the Associations Act, if so decided by the Management Committee.
Any income or profit received by the Alliance shall be used to further develop and fund its activities. The amount of funding apportioned to any of the activities of the Alliance will be determined by the Management Committee.
Declaration of conflict of interest
GHANT members are required to declare any conflict of interest. Conflicts of interest must be declared to the Management Committee prior to discussion/involvement in the particular issue for which the conflict arises and the member will withdraw from discussion and decision making as appropriate.
During GHANT membership, the member will not reveal any confidential or proprietary information entrusted in the course of their involvement with GHANT, and may not use or attempt to use any such information, documents or data, other than for the fulfilment of their work with GHANT.
Upon cessation of GHANT membership, and thereafter, the member shall not reveal any confidential or proprietary information, which they obtained while a member of GHANT, and may not use or retain, or attempt to use or retain, any such information, documents or data.
During GHANT membership, and thereafter, the member will respect the copyright of any information and resources developed under the auspices of the GHANT and/or its collaborators, which they obtained while a member of GHANT, and may not use or attempt to use any such information, documents or data in a manner which may breach copyright.
All intellectual property rights developed during the term of the collaboration shall remain the property of the individual member who created that material in which that right subsists.
Where collaborative efforts lead to the development or modification of a product, the issue of the ownership of any intellectual property vesting in that development or modification will be determined by reference to the contribution by each member to that development or modification, such agreement to be approved by the Management Committee. Where agreement cannot be reached between those members, it shall proceed to the dispute resolution process.
Timeframe and Review
These Terms of Reference will be reviewed annually by the Management Committee.
Performance measurement criteria for the Alliance will be agreed by the Management Committee and the GHANT’s effectiveness against these criteria will form part of the annual review.
Such reviews will also take into account the best structure to enable activities to be progressed as a not-for-profit alliance, while protecting the interests of member organisations.