The Hargraves Institute Charter of Operation

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The Hargraves Institute Charter of Operation

Preamble

Hargraves Institute was founded to fulfill the aim of its founding members, which is to provide a collaborative forum and a source of knowledge in the area of innovation.

Following months of discussion and collaboration with a core group of founding members, the Hargraves Institute was finally launched as a member service organisation, registered as a Pty Ltd company whose service activities are guided by an Advisory Council consisting of one representative from each of the 12 Founding Member Organisations.  

This Charter aims to articulate the Institute’s vision, purpose, service objectives, its promise to members, and define a code of conduct for the Institute, its staff and members.

In forming the Institute, the founding executive director and founding members took inspiration from one of Australia’s most accomplished inventors, Lawrence Hargrave.

Lawrence Hargrave was born in England in 1850. At the age of 15, he moved to Australia where his father became a Supreme Court judge. He developed an interest at an early age in the possibility of powered flight, building many model aeroplanes and kites. In 1893 he invented the cellular – or box – kite, earning himself a permanent place in the chronicles of aeronautics and aviation. He refused to patent his inventions, preferring them to benefit anybody who wished to use them.

Hargrave’s willingness to share his ideas with the world enabled others to achieve manned flight, and this principle of sharing and collaboration to advance knowledge is indeed the corner stone of Hargraves Institute.

Vision

Every element of this charter is intended to support the fulfillment of the vision agreed by its founding members.

This vision is to become the centre for innovation learning and to create and promote collective wisdom in the area of innovation.

To realize our vision, we will work in a disciplined way with individuals and groups of members using programs that deliver measurable performance improvements and results underpinned by insight and rigour.

To guide the focus of the Institute and for the purpose of defining the Institute’s preferred sphere of influence we shall adopt a definition of Innovation as follows:

For the purpose of this charter, Innovation shall be defined as the generation and or discovery of ideas, be they original or adopted from another source, and the successful implementation of those ideas to create a better future.

This definition is not intended to prescribe a meaning to others and may well differ from member organisations’ own definitions; however we believe it is appropriate for the Institute’s purpose.

Institute purpose

The Institute’s founders and members share a common understanding that successful innovation is essential to growth, and it is the purpose of the Institute to provide members with opportunities to develop their capacity for successful innovation through delivery of a variety of services and activities.

Institute objectives

To achieve its purpose the Institute will set objectives and amend these from time to time to ensure relevance to members’ needs.

The current objectives aimed at achieving the Institute’s purpose are listed below:

The Institute intends to:

• Provide members with a forum in which they can share ideas and knowledge through a network of contacts.
• Act to strengthen business leaders’ understanding of issues surrounding innovation.
• Encourage government policies that support and foster innovation.
• Foster innovation-focused collaboration between all levels of organisations.
• Support and encourage research into innovation.
• Identify and promote best practice and techniques that encourage innovation.
• Use innovation, continuous improvement and generation of knowledge to improve the service to members.
• Operate an efficient operation at Hargraves Institute by exercising discipline and using dedicated resources.
• Achieve self-funding through subscriptions, sponsorships and program fees.
• Work to increase membership to 150 leading Australian enterprises.

Director’s Stewardship

While Hargraves Institute Pty Ltd operates as a for profit organisation, the executive director acknowledges the trust placed in his stewardship of the Institute by founding members, and will endeavor to operate the Institute in such a manner as to honour the founding members’ agreed vision, purpose and objectives described above, and do so in a way that is sustainable and equitable for all.

To meet this promise to founding members, Hargraves Institute will operate in a manner that is transparent to the Founding Member Advisory Council (FMAC), and exhibit this transparency by reporting quarterly or at a frequency to be set by the FMAC.

Specifically, the operating principles that the Institute shall demonstrate through transparency to the FMAC are set out below.

1. The member service will be tailored to meet the evolving needs of members and will therefore maintain relevance to members.
2. The Institute will run at a reasonable profit to reward the executive director and build a cash reserve to a level that ensures financial stability and capacity to fund projects without incurring debt risk. This reasonable cash reserve is envisaged to be approximately 2 years worth of estimated operating expenses and this will be reviewed from time to time.
3. The executive director’s reward by receiving a directors’ fee will be commensurate with risk, responsibility and time investment.
4. The entity will at all times operate in compliance within the law and according to a high standard of corporate governance.

With regard to the Executive Director’s fee; while the FMAC shall not be deemed to hold directorship responsibilities for the governance of Hargraves Institute, the committee will be invited to review the appropriateness of the Executive Director’s fee with respect to remuneration for comparative positions and demonstrated achievement of the stated Institute goals.

Founding Members Advisory Council

Formation

The FMAC shall be formed by one nominated representative from each of the founding member organisations, these being:

Should a founding member organisation wish to exclude itself from membership of the FMAC, this must be notified in writing to Hargraves Institute Pty Ltd and their attendance at future FMAC meetings will not be invited following this notification.

Should the number of organisations excluding themselves from the FMAC reduce the council to less than 6 active members, then the remaining members may invoke the right to recruit additional, non-founding member organisations to sit on the council so that it remains representative of member needs. If this right in invoked, the committee shall be re-titled “Members Advisory Council” (MAC) to reflect the change.

Should a founding member organisation wish to invite another person to the meeting in addition to the designated representative then this is acceptable; however the organisation will still be limited to a single vote during any decision process.

Delegates

If a council member is unable to attend a meeting, the member organisation has the right to delegate any suitable person from their organisation to attend.

Purpose

The purpose of the FMAC is to act in the following capacities:

• Collaborate with Hargraves Institute management to review, amend and approve this Charter.
• To review current member service activities and advise Hargraves Institute management on the relevance of those activities to members and effectiveness in achieving member satisfaction and the Institute’s objectives.
• To formulate opinions regarding future activities and place these before Institute management for consideration of removal or addition to the activities schedule.
• To maintain awareness of other members’ needs and opinions and take these into consideration when forming opinions for the purpose of making recommendations.
• To receive operating reports from Hargraves Institute management and consider these in terms of whether the Institute’s stewardship is continuing in accordance with this charter. Report any concerns to the Institute management.
• To make resolutions with regard to reported breaches of the code of conduct and recommend appropriate action.
• To act as a conduit of information to and from the founding member organisations.
• To act whenever appropriate to support the Institute in generating interest in Institute activities within their organisations and in the wider community of members and prospective members  

Election of a Chairperson

Members of the FMAC shall elect a chairperson by majority vote. The elected person must be a representative of a founding member organisation, a member organisation or a Hargraves Institute staff member.

The election of a Chairperson shall be achieved at a meeting by process of proposing, seconding, acceptance of nomination and majority vote.

The person so elected shall act in this capacity for up to 1 year from date of election or until any of the following circumstances arise:

• Resignation from the position in writing or by verbal notification at a meeting.
• Majority vote of no confidence by the other members of the council
• Incapacity to continue attending meetings

The FMAC Chair shall be re-elected if the position becomes vacant or at 1 year intervals, whichever is the lesser period, and individuals are not restricted to any limited number of consecutive time they are re-elected.

Should the elected chairperson be unable to attend a meeting or carry out a duty then the Hargraves Institute Manager or other Hargraves staff may act as deputy and lend assistance as required.

Duties of Council Chairperson

The FMAC chairperson shall be responsible for the following duties:

• Calling FMAC meetings
• Setting or approving the agenda in consultation with other members and Hargraves Institute Executive Director
• Leading the meeting discussion process to achieve the agenda
• Managing the proposing, seconding, vote taking and statement of outcomes for processing council resolutions.
• Nominating a note taker and ensuring minutes are recorded and issued in the event that Hargraves Institute management is ever absent from a meeting.

Note: Hargraves Institute Member Services Officer shall support the Chairman in preparing minutes, circulating invitations to meeting, preparing the meeting agenda and other tasks that might otherwise take absorb resources.

Hargraves Institute management representation at meetings

Hargraves Institute management will normally be represented at FMAC meeting by two representatives to provide reports and participate in discussions. Additionally Hargraves Institute management shall provide one support person to take minutes and may from time to time introduce other staff when their contribution is required.

Those representing Hargraves Institute management shall not be considered as members of the council but will attend to provide support, reports and seek guidance from the council.

Code of Conduct

The Hargraves Institute is intended to provide a platform for sharing and acquiring collective wisdom in the area of Innovation, and its core strength is in its capacity to bring organisations together in a non-competitive, mutually supportive, collaborative environment.

The following code of conduct is intended to set down the standards of behaviour expected of those participating in Institute activities, whether members, guests or Institute staff.

• It is expected that member organisations subscribe with a genuine intention to collaborate with other members and use the Institute for the purpose of developing collective wisdom in innovation.
• It is an expectation of members that they participate in Institute activities on a regular basis and contribute to the pool of collective wisdom.
• It is in conflict with the spirit of membership to use the Institute merely for the purpose of self promotion and sales generation. Mutually beneficial business relationships that are fostered by interaction are encouraged while “working the room” for the purpose of selling is not considered appropriate behaviour.
• Members are expected to self regulate their attendance at events that may be hosted at other members’ premises if the host is a competitor and there is a possibility of embarrassment. If in doubt, the sensitivity of attendance may be checked through the Hargraves Institute administration.
• Dress code at events is not specified although where events take place at public venues, these venues may have conditions that will be advised.
• It is a requirement that all those associated with Hargraves Institute take care to protect themselves and each other through observing the following protocols of privacy and confidentiality:
  • Communication of an individual’s contact details to other members or non-members shall not be carried out without first gaining approval to do so either from the individual or their organisation.
  • Individual contact details that are pre-approved for sharing between members only will be placed on the Hargraves web site in a location that will be available to password holders. Revealing an access password to an unauthorised user and/or divulging information available on the password protected web page to an unauthorised individual is a breach of protocol.
  • Members and other participants in Institute activities accept responsibility for protecting their own confidential material and IP by not disclosing it in the collaborative forum environment. Participants should assume that forums are public, which they may well be if guests are present.
  • Participants in Hargraves activities are expected to use appropriate discretion and take care to avoid disclosure of insights that might embarrass or damage members.

Should any member complain that a person or organisation has acted in a manner that breaches this code of conduct, Hargraves Institute Manager shall investigate the allegation and report the conclusion to the FMAC. The FMAC shall then make a resolution that may involve counseling, non renewal of membership or, in the case of non-members, withdrawal of invitation to future events.