BUSHkids Constitution 2018

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C O N S T I T U T I O N 2 0 1 8

Supporting the health and wellbeing of children and families in Queensland

Constitution of Royal Queensland Bush Children's Health Scheme

BUSHkids gratefully acknowledges the support of

in the preparation of the 2018 edition of our Constitution.

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Contents 1.

Interpretation ..............................................................................................................................1 Preliminary..................................................................................................................................1 Objects ........................................................................................................................................1 Vision...........................................................................................................................................2 Powers ........................................................................................................................................2 Membership ................................................................................................................................2 6.1 Classes of members...................................................................................................2 6.2 Membership ................................................................................................................3 6.3 Membership contribution ............................................................................................3 6.4 Admission and rejection of new members..................................................................4 6.5 Resignation of a member and termination of membership ........................................4 6.6 Appeal against rejection or termination of membership .............................................4 6.7 Register of members ..................................................................................................5 General meetings .......................................................................................................................6 7.1 Annual general meetings............................................................................................6 7.2 Special general meetings ...........................................................................................6 7.3 Notice of general meeting...........................................................................................7 7.4 Quorum for, and adjournment of, general meeting ....................................................7 7.5 Procedure at general meeting ....................................................................................8 7.6 Voting at general meeting...........................................................................................8 7.7 Proxies........................................................................................................................8 7.8 Minutes of general meetings ......................................................................................9 Roles and functions...................................................................................................................9 8.1 Patron .........................................................................................................................9 8.2 Secretary ....................................................................................................................9 8.3 Other roles ................................................................................................................10 Council ......................................................................................................................................10 9.1 Membership of Council.............................................................................................10 9.2 Appointment of Council members ............................................................................10 9.3 Resignation, removal or vacation of office of Council members ..............................11 9.4 Functions of the Council ...........................................................................................12 9.5 Meetings of Council ..................................................................................................12 9.6 Special meeting of Council .......................................................................................13 9.7 Minutes of Council meetings ....................................................................................13 Committees...............................................................................................................................13 10.1 Executive Committee................................................................................................13 10.2 Investment Committee..............................................................................................14 10.3 Other committees of the Council ..............................................................................14 Acts not affected by defects or disqualifications.................................................................14 Resolutions of Council or committee without meeting .......................................................14 By-laws......................................................................................................................................15 Amendment of constitution ....................................................................................................15 Indemnity and insurance.........................................................................................................15 Financial matters......................................................................................................................16 16.1 Funds and accounts .................................................................................................16 16.2 Audit..........................................................................................................................17 16.3 Property ....................................................................................................................17

2. 3. 4. 5. 6.

7.

8.

9.

10.

11. 12. 13. 14. 15. 16.

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17. 18.

Dissolution................................................................................................................................17 Incorporated status..................................................................................................................18

ii

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Constitution of Royal Queensland Bush Children's Health Scheme 1.

Interpretation In this constitution: Council means the council of the Organisation from time to time appointed in accordance with clause 9.2. Executive Committee means the executive committee of the Organisation from time to time with the responsibilities detailed in clause 10.1. Incorporated Body means the body corporate comprising of the Chairman, Deputy Chairman and Honorary Treasurer of the Organisation incorporated under Letters Patent issued on 25 March 1937 under the RECI Act. Officer means the Chairman, Deputy Chairman and Honorary Treasurer of the Council from time to time. Organisation means the association of members known as Royal Queensland Bush Children's Health Scheme provided however that if and where the context so requires having regard to clause 18 it shall mean the Incorporated Body acting in its capacity as trustee of the assets of the Organisation. RECI Act means The Religious Educational and Charitable Institutions Acts 1861 (Qld) (as amended and as continued in force by the operation of section 144 of the Associations Incorporation Act 1981 (Qld)). Secretary means the Secretary of the Organisation. The name of the Organisation is Royal Queensland Bush Children's Health Scheme. The Officers from time to time holding office as Chairman, Deputy Chairman and Honorary Treasurer have been, and are, incorporated by Letters Patent under the RECI Act and as so constituted have perpetual succession and a common seal. The Incorporated Body holds the income and assets of the Organisation for the objects of the Organisation and otherwise in accordance with this constitution. (b) (c) Preliminary (a)

2.

3.

Objects The objects of the Organisation shall be: (a)

To seek out and investigate cases of children resident in the far west or elsewhere in Queensland who are in need of medical or surgical treatment, or who, in the opinion of the superintendent or other officer of the Organisation to whom the power is delegated, are in need of some treatment in the coastal area, or elsewhere in Queensland. Children eligible for treatment by the Organisation will be of parents who by reason of their place of residence or other relevant factors are unable to obtain adequate medical treatment for their children;

(b)

To arrange for the conveyance to any place in Queensland wherein accommodation and treatment can be arranged for such children;

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(c) To accommodate or arrange for the accommodation of such children in such place or places as the Council may decide; To obtain for such children such medical and surgical treatment as may be expedient or necessary; To arrange for or render such relief or assistance as may be expedient or necessary for children anywhere in Queensland. Vision The vision of the Organisation is to provide equitable and accessible health, developmental and related educational services to Queensland children and their families and communities that will encourage them to grow. (d) (e)

4.

5.

Powers (a)

The Organisation has all the powers of an individual.

(b)

The Organisation may, for example: (i) enter into contracts; (ii)

acquire, hold, lease, deal with and dispose of property;

(iii)

make charges for services and facilities it supplies;

(iv) invest and deal with all money, funds and assets of the Organisation in such authorised investments permitted for the investment of trust funds and in such manner as the Council may from time to time determine; borrow or raise money, with or without security, and to secure the same, or the repayment or performance of any debt, liability, contract, guarantee or other engagement, incurred or entered into by the Organisation, in any way, and to purchase, redeem or pay off any such securities; and do other things necessary or convenient to be done in carrying out its affairs. The Organisation has the ability to exercise any power which itself may not be charitable for any purpose which is incidental to the charitable object or which is intended to generate revenue for or otherwise further the object of the Organisation. All contracts or other documents will be entered into by the Incorporated Body or for and on behalf of the Incorporated Body. The Incorporated Body will be the employer of employees of the Organisation and may delegate and act through such employees. (v) (vi)

(c)

(d)

(e)

6.

Membership

6.1

Classes of members (a)

The membership of the Organisation consists of the following classes of members: (i) ordinary members;

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(ii)

honorary members;

(iii)

life members; and

(iv)

honorary life members.

(b)

The number of ordinary members is unlimited.

(c)

The number of honorary members, life members and honorary life members is fixed at the date of this constitution. No new honorary members, life members or honorary life members will be appointed from the date of this constitution. Subject to this constitution, members of the Organisation have the following rights: (i) Ordinary members may be given notice of, attend and vote at any general meeting of the Organisation. (ii) Honorary members may be given notice of, attend and vote at any general meeting of the Organisation. (iii) Life members may be given notice of, attend and vote at any general meeting of the Organisation. (iv) Honorary life members may be given notice of, attend and vote at any general meeting of the Organisation. Ordinary membership is open to any person, body corporate or organisation that contributes the membership contribution to the Organisation. Members of the Council from time to time are deemed to be ordinary members with all of the rights attached to that membership class without having to pay a membership contribution. A member that is not an individual may appoint a person as a representative for that member. Unless otherwise provided in the document appointing the representative, the representative has the same rights to vote, speak, demand a poll, or act generally at a meeting as the appointing member would have had if that member was present at the meeting. A member whose representative attends a meeting will be taken to have attended a meeting for the purposes of any quorum requirement. The membership contribution for each financial year is payable: (i) for existing members, on 1 July each year; or (ii) for prospective members that apply for membership during the financial year, at the time of application for membership. If a prospective member applies for membership in the last 3 months of the financial year, the Council may, at its discretion, determine that the membership contribution for the prospective member for that financial year should be reduced pro-rata so that the prospective member's membership contribution is 1/12 of the full membership contribution for each calendar month (whether full or part) until the following 1 July. As at the date of this constitution, the annual membership contribution is $100 for each financial year.

(d)

6.2

Membership (a)

(b)

6.3

Membership contribution (a)

(b)

(c)

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(d)

The members from time to time may, by resolution at a general meeting, determine a different membership contribution is payable. Notwithstanding clause 6.3(a), honorary members, life members and honorary life members are not required to pay the annual membership contribution.

(e)

6.4

Admission and rejection of new members (a)

The Council must consider an application for membership at the next Council meeting held after it receives the membership contribution for the application. The Council must, at its sole discretion, decide at the meeting whether to accept or reject the application. If a majority of the members of the Council present at the meeting vote to accept the applicant as a member, the applicant must be accepted as a member. If the Council decides to reject the membership, the Secretary must, as soon as practicable after the Council makes its decision, give the applicant a written notice of the decision and return the membership contribution. A member may resign from the Organisation by giving a written notice of resignation to the Secretary. The resignation takes effect: (i) at the time the notice is received by the Secretary; or (ii) if a later time is stated in the notice, at the later time. A member's membership will automatically terminate if the member is an ordinary member and has a membership contribution in arrears for 2 months. (iii) in the Council's opinion, conducts himself or herself in a way considered to be injurious or prejudicial to the character or interests of the Organisation. Before the Council terminates a member's membership, the Council must give the member a full and fair opportunity to show why the membership should not be terminated. If, after considering all representations made by the member, the Council decides to terminate the membership, the Secretary must give the member a written notice of the decision. A person whose application for membership has been rejected, or whose membership has been terminated, may give the Secretary written notice of the person's intention to appeal against the decision. A notice of intention to appeal must be given to the Secretary within 1 month after the person receives written notice of the decision to reject or terminate membership. The Council may terminate a member's membership if the member: (i) is convicted of an indictable offence; (ii) does not comply with any of the provisions of this constitution; or

(b)

(c)

(d)

6.5

Resignation of a member and termination of membership (a)

(b)

(c)

(d)

(e)

6.6

Appeal against rejection or termination of membership (a)

(b)

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(c)

If the Secretary receives a notice of intention to appeal, the Secretary must, within 1 month after receiving the notice, call a general meeting to decide the appeal. The general meeting to decide an appeal must be held within 3 months after the Secretary receives the notice of intention to appeal.

(d)

(e)

At the meeting: (i)

the applicant must be given a full and fair opportunity to show why the application should not be rejected or the membership should not be terminated; and the Council and the members of the Council who rejected the application or terminated the membership must be given a full and fair opportunity to show why the application should be rejected or the membership should be terminated. An appeal must be decided by a majority vote of the members present and eligible to vote at the meeting. If a person whose application for membership has been rejected, or whose membership has been terminated, does not appeal against the decision within 1 month after receiving written notice of the decision, or the person appeals but the appeal is unsuccessful: (i) the application for membership will be rejected or the member's membership will be terminated (as applicable); and (ii) the Secretary must, as soon as practicable, refund any membership fee paid by the person for the relevant period the person is not a member for. (ii) The register must include the following particulars for each member: (i) the full name of the member; (ii) the postal or residential address of the member; (iii) the date of admission as a member; (iv) the date of death or time of resignation of the member; and (v) any other particulars the Council decide. The register must be open for inspection by members of the Organisation at all reasonable times. The Council must keep a register of members of the Organisation.

(f)

(g)

6.7

Register of members (a)

(b)

(c)

(d)

A member must contact the Secretary to arrange an inspection of the register.

(e)

The Council may, on the application of a member of the Organisation, withhold information about the member (other than the member's full name) from the register available for inspection if the Council has reasonable grounds for believing the disclosure of the information would put the member at risk of harm.

(f)

A member of the Organisation must not:

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(i) use information obtained from the register of members to contact, or send material to, another member of the Organisation for the purpose of advertising for political, religious, charitable or commercial purposes; or disclose information obtained from the register to someone else, knowing that the information is likely to be used to contact, or send material to, another member of the Organisation for the purpose of advertising for political, religious, charitable or commercial purposes. Clause 6.7(f) does not apply if the use or disclosure of the information is approved by the Council. (ii) An annual general meeting of the Organisation must be held at least once every year at such time and place as the Council, or in the absence of direction by the Council, as the Executive Committee prescribes. The following business must be conducted at each annual general meeting of the Organisation: (i) receiving the Organisation's financial statement, and audit report, for the last reportable financial year; (ii) presenting the financial statement and audit report to the meeting for adoption; (iii) electing members of the Council in accordance with clause 9.2; (iv) appointing an auditor or an accountant for the present financial year; and (v) transacting any special business of which due notice has been given. The Secretary must call a special general meeting within 14 days after: (i) being directed to call the meeting by the Council; or (ii) being given a written request signed by at least 10 members of the Organisation; or (iii) being given a written notice of an intention to appeal against the decision of the Council: A. to reject an application for membership; or B. to terminate a person's membership.

(g)

7.

General meetings

7.1

Annual general meetings (a)

(b)

7.2

Special general meetings (a)

(b)

A request mentioned in clause 7.2(a)(ii) must state: (i)

why the special general meeting is being called; and

(ii)

the business to be conducted at the meeting.

(c)

A special general meeting must be held within two months after the Secretary:

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(i)

is directed to call the meeting by the Council;

(ii)

is given the written request mentioned in clause 7.2(a)(ii) ; or

(iii) is given the written notice of an intention to appeal mentioned in clause 7.2(a)(iii). If the Secretary is unable or unwilling to call the special meeting, the Chairman must call the meeting. No resolution will be dealt with at a special general meeting, or any adjournment of that meeting, other than the resolution for which that meeting has been called, or a verbal amendment, which, in the opinion of the Chairman, does not alter the original sense or intention of the resolution.

(d)

(e)

7.3

Notice of general meeting (a)

The Secretary must give at least 14 days' written notice of the meeting to each member of the Organisation.

(b)

The notice of the meeting must state: (i) the place of the meeting; (ii)

the day and time of the meeting; and

(iii)

the general nature of the business to be conducted at the meeting.

(c)

The accidental omission to give notice of a meeting to any member entitled to receive notice does not invalidate anything done at that meeting.

7.4

Quorum for, and adjournment of, general meeting (a)

The quorum for a general meeting is 5 members present and entitled to vote at the meeting. No business may be conducted at a general meeting unless there is a quorum of members when the meeting proceeds to business. If there is no quorum within 30 minutes after the time fixed for a general meeting, the meeting is to be adjourned until the time and place determined by the members present and entitled to vote, provided that the notice procedures in clause 7.3 are met. If, at the adjourned meeting called under clause 7.4(c) a quorum is not present, those members who are then present and entitled to vote will be a quorum and may transact the business for which the meeting was called. The chair of the meeting may, with the consent of any meeting at which there is a quorum, and must if directed by the meeting, adjourn the meeting from time to time and from place to place. If a meeting is adjourned under clause 7.4(e), only the business left unfinished at the meeting from which the adjournment took place may be conducted at the adjourned meeting. The Secretary is not required to give the members notice of an adjournment or of the business to be conducted at an adjourned meeting unless a meeting is adjourned for at least 30 days.

(b)

(c)

(d)

(e)

(f)

(g)

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(h)

If a meeting is adjourned for at least 30 days, notice of the adjourned meeting must be given in the same way notice is given for an original meeting.

7.5

Procedure at general meeting (a)

A member may take part and vote in a general meeting in person, by proxy, by attorney or by using any technology that reasonably allows the member to hear and take part in discussions as they happen. A member who participates in a meeting as in this way is taken to be present at the meeting.

(b)

At each general meeting: (i)

the Chairman of the Council is to preside as chair of the meeting;

(ii) in the absence of the Chairman of the Council, the Deputy Chairman of the Council is to preside as chair of the meeting; and if the Chairman of the Council and the Deputy Chairman of the Council are not present within 15 minutes after the time fixed for the meeting or are unwilling to act, the members present must elect one of their number to be chair of the meeting; and the chair of the meeting must conduct the meeting in a proper and orderly way. At a general meeting, each question, matter or resolution must, subject to clauses 14 and 17) be decided by a majority of votes of the members present and entitled to vote. Each member present and eligible to vote (including the chair of the meeting) is entitled to one vote only and, if the votes are equal, the chair of the meeting has a casting vote as well as the chair's own primary vote. A member is not entitled to vote at a general meeting if the member's membership contribution is in arrears at the date of the meeting. If at least five of the members present and entitled to vote demand a secret ballot, voting must be by secret ballot. If a secret ballot is held, the chair of the meeting must appoint two members to conduct the secret ballot in the way the chair decides. The result of a secret ballot as declared by the chair is taken to be a resolution of the meeting at which the ballot was held. (iii) (iv) Subject to clause 7.6(e), voting will be by show of hands.

7.6

Voting at general meeting (a)

(b)

(c)

(d)

(e)

(f)

(g)

7.7

Proxies (a)

An instrument appointing a proxy must: (i)

if the appointor is an individual, be signed by the appointor or the appointor's attorney properly authorised in writing; or

(ii)

if the appointor is a corporation: A. be under seal; or

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B.

be signed by a properly authorised officer or attorney of the corporation.

(b)

A proxy may be a member of the Organisation or another person.

(c)

The instrument appointing a proxy is taken to confer authority to demand or join in demanding a secret ballot. Each instrument appointing a proxy must be given to the Secretary before the start of the meeting or adjourned meeting at which the person named in the instrument proposes to vote. Unless otherwise instructed by the appointor, the proxy may vote as the proxy considers appropriate. The Secretary must ensure full and accurate minutes of all questions, matters, resolutions and other proceedings of each general meeting are entered in a minute book. If asked by a member of the Organisation, the Secretary must, within 28 days after the request is made: (i) make the minute book for a particular general meeting available for inspection by the member at a mutually agreed time and place; and

(d)

(e)

7.8

Minutes of general meetings (a)

(b)

(ii)

give the member copies of the minutes of the meeting.

(c)

The Organisation may require the member to pay the reasonable costs of providing copies of the minutes.

8.

Roles and functions

8.1

Patron (a)

The Council may at any time appoint a person to be the Patron.

(b)

The Council may appoint the Patron for such term and subject to such conditions as to remuneration and otherwise as the Council determines.

(c)

The Council may at any time remove a person appointed as the Patron.

(d)

The Patron: (i)

is not a member of the Council; and

(ii)

may attend a general meeting (but will not have a right to vote at a general meeting).

(e)

The Patron's functions include, but are not limited to, supporting the objects of the Organisation.

8.2

Secretary (a)

The Council may at any time appoint a person (whether that person is a member of the Organisation, a member of the Council, an employee of the Incorporated Body or otherwise) to be the Secretary.

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(b)

The Council may appoint the Secretary for such term and subject to such conditions as to remuneration and otherwise as the Council determines.

(c)

The Council may at any time remove a person appointed as the Secretary.

(d)

The Secretary’s functions include, but are not limited to: (i)

calling meetings of the Organisation, including preparing notices of a meeting and of the business to be conducted at the meeting in consultation with the Council;

(ii)

keeping minutes of each meeting;

(iii)

keeping copies of all correspondence and other documents relating to the Organisation; and

(iv)

maintaining the register of members of the Organisation.

8.3

Other roles (a)

The Council may at any time establish a new role and determine the functions and responsibilities of that role including any powers delegated to that role. The Council may appoint any person (whether that person is a member of the Organisation, a member of the Council or otherwise) to the position of the new role. The Council may appoint the person for such term and subject to such conditions as to remuneration and otherwise as the Council determines.

(b)

(c)

(d)

The Council may at any time remove a person appointed in the new role.

9.

Council

9.1

Membership of Council (a)

The Council consists of: (i) the Chairman; (ii)

the Deputy Chairman;

(iii)

the Honorary Treasurer; and

(iv)

no less than two and no more than seven other members of the Organisation elected at a general meeting.

9.2

Appointment of Council members (a)

Members of the Council are elected by a majority of members of the Organisation present at an annual general meeting.

(b)

At the annual general meeting in each odd-numbered year: (i)

the positions of Chairman, Honorary Treasurer and half of the other members of the Council (except for the Deputy Chairman) are spilled; and

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(ii)

the members of the Organisation present at the annual general meeting elect a Chairman, Honorary Treasurer and up to three other members of the Council.

(c)

At the annual general meeting in each even-numbered year: (i)

the positions of Deputy Chairman and those members of the Council not elected or spilled in the previous year are spilled; and the members of the Organisation present at the annual general meeting elect a Deputy Chairman and up to four other members of the Council.

(ii)

(d)

Members of the Council are eligible for re-election.

(e)

Nominations for Council positions must be delivered in writing to the Secretary and received by at least 14 days prior to the annual general meeting. A person will be ineligible for appointment as a member of the Council if that person: (i) is disqualified from managing a corporation under the Corporations Act 2001 (Cth); or (ii) is disqualified from being a responsible person by the Commissioner of the Australian Charities and Not-for-profits Commission, within the previous 12 months.

(f)

9.3

Resignation, removal or vacation of office of Council members (a)

A member of the Council may resign from the Council by giving written notice of resignation to the Secretary.

(b)

The resignation takes effect at: (i)

the time the notice is received by the Secretary; or

(ii)

if a later time is stated in the notice - the later time.

(c)

A member may be removed from office at a general meeting of the Organisation if a majority of the members present and eligible to vote at the meeting vote in favour of removing the member. Before a vote of members is taken about removing the member from office, the member must be given a full and fair opportunity to show cause why he or she should not be removed from office. A member of the Council is immediately removed as a member of the Council if the member: (i) dies; (ii) becomes bankrupt; (iii) is convicted of an indictable offence; (iv) loses capacity (as that term is defined in the Powers of Attorney Act 1998 (Qld)); (v) is disqualified from managing a corporation under the Corporations Act 2001 (Cth); or

(d)

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(vi)

is disqualified from being a responsible person by the Commissioner of the Australian Charities and Not-for-profits Commission.

(e)

Any casual vacancy in the Council may be filled by the Council.

(f)

If any member of the Council fails to attend three consecutive meetings of the Council without adequate excuse, the Council may declare that member's position on the Council vacant.

9.4

Functions of the Council (a)

Subject to this constitution or a resolution of the members of the Organisation carried at a general meeting, the Council has the general control and management of the Organisation. All the powers of the Organisation not otherwise specifically vested by this constitution in any other person or body is vested in the Council and may be exercised by it. The Council may delegate any powers to any other person or body responsible to it for the control of any part of the Organisation and may approve any rules or by-laws prescribed for the proper control and operation of that person or body. The Council may interpret the meaning of this constitution and any other matter relating to the Organisation on which this constitution is silent.

(b)

(c)

(d)

9.5

Meetings of Council (a)

Subject to this constitution, the Council may meet and conduct its proceedings as it considers appropriate. Unless otherwise determined by the Council for special reason, the Council will meet once in every month to exercise its functions.

(b)

(c)

The Council must decide how a meeting is to be called.

(d)

Notice of a meeting is to be given in the way decided by the Council.

(e)

At every meeting of the Council five members of the Council will constitute a quorum. No business may be conducted at a Council meeting unless there is a quorum of members when the meeting proceeds to business. The Council may hold meetings, or permit a member to take part in its meetings, by using any technology that reasonably allows the member to hear and take part in discussions as they happen. A member who participates in the meeting in this way is taken to be present at the meeting. The Chairman or in the absence of the Chairman, the Deputy Chairman is entitled to take the chair at every meeting of the Council. If neither the Chairman nor the Deputy Chairman are present within ten minutes after the time appointed for the meeting, the members of the Council present will choose one of their number to take the chair. A question arising at a Council meeting is to be decided by a majority vote of members of the committee present at the meeting on a show of hands and, if the votes are equal, the chair of the meeting will have a casting vote in addition to the vote which the chair is entitled to as a member of the Council. If a member of the Council has a personal or commercial interest in a matter to be decided by Council:

(f)

(g)

(h)

(i)

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(i)

the member must disclose the interest to the Council; and

(ii)

the member's vote on the resolution will not be counted.

(j)

The Chairman may with the consent of the meeting adjourn it from time to time and from place to place.

9.6

Special meeting of Council (a)

The Secretary must call a special meeting of the Council if the Secretary receives a written request, which details the reasons why the special meeting is being convened and the nature of the business to be conducted, signed by: (i) the Chairman; or (ii) at least five members of the Council. The Secretary must give the members of the Council at least 14 days' notice of any special meeting. If the Secretary is unable or unwilling to call the special meeting, the Chairman must call the meeting. Minutes of Council meetings The Secretary must ensure that full and accurate minutes of all questions, matters, resolutions and other proceedings of each Council meeting are entered in a minute book. (b) (c)

9.7

10.

Committees

10.1

Executive Committee (a)

The Executive Committee consists of: (i) the Chairman; (ii) the Deputy Chairman; (iii) the Honorary Treasurer; and (iv)

the conveners of any Committees of the Council as may from time to time be constituted by the Council. Under the direction of the Council, the Executive Committee conducts the general business and administration of the Organisation and reports to the Council at its meetings. The Chairman or in the absence of the Chairman, the Deputy Chairman is entitled to take the chair at every meeting of the Executive Committee. If neither the Chairman nor the Deputy Chairman are present within ten minutes after the time appointed for the meeting, the members of the Executive Committee present will choose one of their number to take the chair. At all meetings of the Executive Committee the chair has a deliberative and a casting vote.

(b)

(c)

(d)

(e)

Three members of the Executive Committee will constitute a quorum.

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(f)

The Executive Committee will meet as and when determined by the Chairman and may adjourn and otherwise regulate its meetings and proceedings as it thinks fit.

10.2

Investment Committee (a)

The Council will, after each annual general meeting, appoint from its members a Investment Committee.

(b)

The Honorary Treasurer will be the convener of the Investment Committee.

(c)

The functions of the Investment Committee are: (i)

to investigate and supervise all matters affecting the general finance of the Organisation, to raise funds and to make recommendations to the Council on matters of financial policy;

(ii)

to pass for payment all general accounts.

(iii)

to supervise the preparation of the financial statements of the Organisation and to submit a budget for the forthcoming year; and

(iv)

to report to each ordinary meeting of the Council.

10.3

Other committees of the Council (a)

The Council may from time to time appoint any other standing committees or committees for special purposes for such period with such membership and such powers and duties as the Council determines. Every committee will conform to any directions or regulations as may from time to time be imposed on it by the Council.

(b)

(c)

The Officers are deemed to be members of all committees of the Council.

11.

Acts not affected by defects or disqualifications (a)

An act performed by the Council, a committee or a person acting as a member of the Council is taken to have been validly performed.

(b)

Clause 11(a) applies even if the act was performed when: (i)

there was a defect in the appointment of a member of the Council or the committee; or a Council member, committee member or person acting as a member of the Council was disqualified from being a member.

(ii)

12.

Resolutions of Council or committee without meeting (a)

A written resolution signed by a majority of members of the Council or a committee is as valid and effectual as if it had been passed at a Council or committee meeting that was properly called and held. A resolution mentioned in clause 12(a) may consist of several documents in like form, each signed by one or more members of the Council or committee.

(b)

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13.

By-laws (a)

The Council may make, amend or repeal by-laws, not inconsistent with this constitution, for the internal management of the Organisation.

(b)

A by-law may be set aside by a vote of members at a general meeting.

14.

Amendment of constitution This constitution may be amended, repealed or added to by a resolution passed by 75% of members present at a general meeting.

15.

Indemnity and insurance (a)

For the purposes of this clause 15: (i)

Legal Costs of a person means legal costs calculated on a solicitor-and- client basis incurred by that person in defending or resisting any proceedings (whether criminal, civil, administrative or judicial), appearing before or responding to actions taken by any court, tribunal, government authority or agency, other body or commission, a liquidator, an administrator, a trustee in bankruptcy or other authorised official, where that proceeding, appearance or response relates to a Liability of that person; Liability of a person means any liability including negligence (except a liability for legal costs) incurred by that person in or arising out of the discharge of duties as an officer of the Organisation or in or arising out of the conduct of the business of the Organisation; and Relevant Officer means a person who is, or has been, an Officer, Secretary or member of Council or other relevant officeholder, as determined by the Council from time to time, of the Organisation. To the extent permitted by law, and subject to clause 18, the Incorporated Body must indemnify a Relevant Officer against a Liability of that person and the Legal Costs of that person. (ii) (iii) is enforceable without the Relevant Officer having first to incur any expense or make any payment; is a continuing obligation and is enforceable by the Relevant Officer even though the Relevant Officer may have ceased to be an officer of the Organisation; and applies to Liabilities and Legal Costs incurred both before and after this clause became effective. To the extent permitted by law, the Incorporated Body may make a payment (whether by way of advance, loan or otherwise) to a Relevant Officer in respect of Legal Costs of that person. (ii) (iii) The indemnity pursuant to clause 15(b): (i)

(b)

(c)

(d)

(e)

To the extent permitted by law, the Incorporated Body may: (i) enter into, or agree to enter into; or (ii) pay, or agree to pay, a premium for,

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a contract insuring a Relevant Officer against a Liability of that person and the Legal Costs of that person. To the extent permitted by law, and subject to clause 18, the Incorporated Body must enter into an agreement or deed with a Relevant Officer, pursuant to which the Incorporated Body (or Organisation where relevant) must do all or any of the following: (i) keep books of the Organisation and allow either or both that person and that person's advisers access to those books on the terms agreed; indemnify that person against any Liability and Legal Costs of that person; make a payment (whether by way of advance, loan or otherwise) to that person in respect of Legal Costs of that person; and keep that person insured in respect of any act or omission by that person while a Relevant Officer or an officer of the Organisation or a subsidiary of the Organisation, on the terms agreed (including as to payment of all or part of the premium for the contract of insurance). (iii) (iv) (ii) The Council must keep, or cause to be kept, true accounts of all receipts and expenditure of the Organisation and of the assets and liabilities of the Organisation. Records and accounts must be kept in the English language showing full and accurate particulars of the financial affairs of the Organisation. At the annual general meeting, the Council must table an account showing the result of the year's working together with a balance sheet and the auditor's report setting out the assets and liabilities of the Organisation as at the close of the previous financial year. The Honorary Treasurer will prepare, or cause to be prepared, such financial statements and accounts for presentation at meetings of the Council and the Executive Committee as from time to time may be required by these bodies. All money received by way of subscription, gift, donation, or from any other source whatever, must be placed to the credit of the Organisation in such banks as the Council may from time to time determine. All money given or received for any specified purpose will be kept in a separate account, and only disbursed for that purpose unless with the consent of the donor and by resolution of the Council. All cheques drawn on the account of the Organisation will be signed by: (i) the Secretary and any other member of the Council who, for the time being, is appointed by the Council for that purpose; or any two members of the Council who, for the time being, are appointed by the Council for that purpose. Subject to clause 16.1(i), all expenditure must be approved or ratified at a meeting of either the Council or the Executive Committee. (ii) The financial and accounting period will end on 30 June each year.

(f)

16.

Financial matters Funds and accounts (a)

16.1

(b)

(c)

(d)

(e)

(f)

(g)

(h)

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(i)

From time to time, Council may: (i)

delegate authority to incur expenditure to any person (including a member of Council or an employee of the Incorporated Body); put conditions or thresholds on any delegated authority under this clause 16.1(i); and

(ii)

(iii)

revoke any authority under this clause 16.1(i).

(j)

The Investment Committee will determine the amount of the petty cash which will be kept on the imprest system.

16.2

Audit (a)

An auditor or auditors will be appointed annually by the Organisation at the annual general meeting and the remuneration will be fixed by the Council. The auditors must not be members of the Council but must be persons who are eligible to audit companies under the Corporations Act 2001 (Cth).

(b)

(c)

The Council must fill any casual vacancy in the position of auditor.

(d)

The auditors must audit all the accounts of the Organisation annually, or more often if required, and report as far as possible in the same manner as if they were auditing the affairs of a company under the Corporations Act 2001 (Cth). The auditors' report together with a statement of the receipts and expenditure of the Organisation and a balance sheet must be furnished by the auditors to the Honorary Treasurer for submission to the Council as soon as possible after the close of the financial year. Every officer of the Organisation must furnish the auditors with such documents, information and explanations as they may require. The income and property of the Organisation must be applied solely towards the promotion of the objects of the Organisation and no portion is to be paid or transferred directly or indirectly by way of dividend, bonus or otherwise, by way of profit to the persons who are members of Council, committees or any members of the Organisation. Members of the Council or any committees or members of the Organisation must not receive in any pecuniary benefits through rendering services professional or otherwise to the Organisation. Despite this clause 16.3, nothing will interfere with the payment of salary or wages to members of the staff of the Organisation or with the payment for day to day provisions normally bought for the running of the Organisation or for the payment for immediate minor maintenance services necessary for the uninterrupted conduct of the Organisation.

(e)

(f)

16.3

Property (a)

(b)

(c)

17.

Dissolution (a)

The Organisation must not be dissolved except at a special general meeting of the Organisation convened for that purpose and by a resolution passed by 75% of members present the meeting.

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