Do you consent to transferring your membership to Q Shelter Ltd?
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Member information: Registration of Q Shelter Ltd and Adoption of Q Shelter Ltd Constitution
At the Annual General Meeting held on 13 November 2025, members agreed to the transition from an incorporated association (Queensland Shelter Incorporated) to a company limited by guarantee (Q Shelter Limited). The FAQ below is based on an information paper presented to members at that AGM, to inform them of the decision before they proceeded with the vote.
This information has been produced to provide members of Queensland Shelter Incorporated with information relating to the proposal to change the organisation’s legal structure, by adopting a new constitution and transitioning to Q Shelter Limited, a Company Limited by Guarantee (CLBG).
Background and history of Queensland Shelter
1987: Q Shelter was established by community members to respond to housing and homelessness needs.
1993: The organisation was formally incorporated as an Incorporated Association under the Associations Incorporation Act, 1981 (Qld).
2021: Q Shelter continued to grow in size, scope of work, assets, staffing, and partnerships, experiencing transformational growth in recent years.
What are the differences between the two structures?
There are two documents members can refer to that are relevant to this change:
- The proposed Constitution of Q Shelter Ltd
- A detailed comparison of the differences between Q Shelter’s current Rules of Association and the proposed Constitution of Q Shelter Ltd.
The second document was prepared by an independent firm to offer members an objective comparison between the two structures.
Frequently Asked Questions
Why did the Management Committee propose a change to the legal structure of Q Shelter?
In 2025, Q Shelter launched a new 20-year strategic plan called ‘Beyond Shelter: Hope, Homes, Futures—A Bold Vision for 2045’. The Management Committee became aware of the need to establish a contemporary operating structure with a solid organisational foundation to support the successful implementation of the plan. Consequently, the Committee, after consulting with members and expert advisors, reviewed Q Shelter’s legal structure and recommended moving from an Incorporated Association to a Company Limited by Guarantee.
Key reasons include:
- Incorporated Associations were not designed for organisations with substantial assets, large staff numbers, or diverse operations.
- Associations face restrictions on trading, interstate activities, and amendments to their rules, which require approval from the Office of Fair Trading.
- A Company Limited by Guarantee structure is nationally recognised, more adaptable, and more suitable for an organisation of Q Shelter’s size and profile.
Many similar not-for-profit organisations of comparable size and scope to Q Shelter operate as companies limited by guarantee, providing them with stronger governance and credibility with funders, banks, and government.
I'm already a member of Q Shelter - do I need to do anything to keep my membership?
Yes. Please confirm your consent to transfer your membership from Queensland Shelter Incorporated to Q Shelter Ltd using the form above.
Once Q Shelter Ltd is approved by ASIC, only members who have provided their consent will be active members of Q Shelter and able to enjoy the ongoing benefits of membership, such as voting rights, exclusive EAP pricing and discounts to events and training.
If you do not complete the form to provide your consent, you will no longer be a Q Shelter member.
What are the benefits of transitioning to a company limited by guarantee?
The Management Committee proposed transitioning Q Shelter to a CLBG because of the following benefits:
- Fit-for-purpose governance – a more flexible constitution, the ability to appoint skilled Directors, and clearer compliance with national standards.
- National recognition – a structure recognised by government, funders, and financiers, enhancing credibility.
- Future-proofing – enables Q Shelter to expand further if needed, deliver on the strategic plan and adapt the constitution in a more flexible way without regulator restrictions.
- Modern membership model – simplifies membership processes while maintaining members’ voting rights and responsibilities.
What will change for members under the proposed new constitution?
The changes for members if Q Shelter moves to a CLBG include:
- Members must agree to the provisions of the new constitution, including the nominal guarantee of $10 in the unlikely event the company is wound up.
- Membership fees will be set by the Board, rather than by members at a general meeting.
- The process of appointing directors will change – up to seven will still be elected by members, and up to three may be appointed by the Board to ensure specific skills and expertise.
What won't change if Q Shelter moves to a company limited by guarantee?
The following things will not change for members if Q Shelter moves to a CLBG:
- Current members will be eligible to remain as members of Q Shelter Ltd.
- Each member will continue to have one vote at general meetings.
- Members will continue to receive discounts for Q Shelter events and training.
- Member organisations will still be able to opt-in to access Q Shelter’s Employee Assistance Program (EAP) at a discounted rate.
- Members will still be eligible to nominate for the annual Deirdre Coghlan Professional Development Bursary, currently valued at up to $7,500.
Why do I need to consent to being a member of the new structure?
There are two reasons why we are asking for your consent:
- By providing your consent, you agree to comply with the constitution of Q Shelter Ltd in the form adopted by the Queensland Shelter Inc. members at the annual general meeting held on 13 November 2025.
- By providing your consent, you agree to contribute up to $10 to pay Q Shelter’s debts and liabilities in the unlikely event that the company is wound up whilst you are a member, or for a period of up to 12 months after ceasing to be a member.
Under ASIC rules, we are required to present this option to transfer membership to all current members of Q Shelter Inc before we can transfer your membership to Q Shelter Ltd. If you do not consent, or you do not respond, your individual or organisation’s membership of Q Shelter will lapse.
What happens if I do not reply to your request for consent to transfer membership?
ASIC requires that we gain written consent from any member (individuals and organisations) in order to transfer their membership to the new structure as Q Shelter Ltd. If you do respond, or you respond “no” to our request for consent, your Q Shelter membership will expire. You will need to contact us if you wish to reinstate your membership.
Got another question?
Members can contact us at any time if you have questions about this change, or any other aspect of your Q Shelter membership.
