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Policy 1a – Constitution

 

 

LYELL McEWIN VOLUNTEER ASSOCIATION INC
CONSTITUTION

(to be read in Conjunction with Constitutional Handbook)

(Last amended September 2016)

Contents

Preamble

Revision Index

  1. Name
  2. Definitions
  3. Mission
  4. Objectives
  5. Membership
  6. Government
  7. Responsibility to Health Service
  8. General Meetings
  9. Officers
  10. Associated Bodies
  11. Finance
  12. Amendment(s) to Constitution
  13. Handbook
  14. Alteration(s) to Handbook
  15. Liability, Property and Dissolution

 

PREAMBLE

Volunteer involvement at the Lyell McEwin Hospital began at the time the original hospital was established in 1959, with the formation of the Ladies Auxiliary and visitation to the hospital by local church members, offering spiritual support to those who were unwell.

Over the ensuing years, a number of volunteer groups emerged throughout the Hospital, culminating in the need for all of these volunteer interests to be pulled together into one structured group. Out of this was borne a desire to establish an Incorporated body of volunteers, serving the community of Adelaide’s north.

Through the years, the volunteers have witnessed many triumphs and great expansion – now providing services across all areas of Northern Adelaide. It has likewise persevered through many setbacks and hardships. We acknowledge all those who have contributed to our heritage and who continue to be committed to the well being of all those we serve.

1.0        NAME

The name of the incorporated association was Lyell McEwin Regional Volunteer Association but is now known as the Lyell McEwin Volunteer Association Incorporated (‘the Association’)

2.0 DEFINITIONS

 2.1

In this Constitution, unless otherwise stated, the following terms will mean: 

Annual General Meeting means a meeting convened pursuant to Rule 12.1

Board means the Board of management of the Association;

Board Member means a Member serving on the Board;

Co-Opted Board Member mean a person who has been appointed by the Board to serve as an additional Board Member in accordance with Rule 10.16 of these Rules;

Executive Officer means a person appointed by the Board to perform the senior executive function of the Association;

Financial Year means the year ending on 30 June;

General Meeting means any meeting of Members whether an Annual General Meeting or a Special General Meeting;

the Act means the Associations Incorporations Act 1985 (SA);

Lyell McEwin Hospital means the Lyell McEwin Hospital situated at Haydown Road Elizabeth Vale SA 5112;

Lyell McEwin Hospital Representative means such persons who shall be appointed by Lyell McEwin Hospital in a manner they determine to be appropriate to act as the Lyell McEwin Hospital representative on the Board;

Lyell McEwin Hospital Staff Member means an employee of the Lyell McEwin Hospital;

Member means a current member of the Association identified in the Register;

Month shall mean a calendar month;

Probity Officer means a person appointed by the Board to perform duties relating to an election in accordance with Rule 10.15.1.2 of the Rules;

Register means the register setting out the full name and contact details of each volunteer approved as a Member;

Rules means the provisions set out in this Constitution; and Special General Meeting means a meeting convened pursuant to Rule 12.2.

2.2 Interpretation

In this document unless the context otherwise requires:

2.2.1.

A reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or legislative provision substituted for, and any subordinate legislation issued under, that legislation or legislative provision;

2.2.2.

The singular includes the plural and vice versa;

2.2.3. 

A reference to a recital, rule, schedule, annexure or exhibit is to a recital, rule, schedule, annexure or exhibit of or to these Rules;

2.2.4.

A reference to any agreement or document is to that agreement or document (and where applicable, any of its provisions) as amended, novated, supplemented or replaced from time to time; and

2.2.5.

Headings are for convenient reference only and do not affect the interpretation of this Constitution.

 

3.0        MISSION

To support and assist the Lyell McEwin Hospital and its affiliated agencies in its endeavours to provide health services to the broad community within Adelaide’s northern suburbs.  

4.0        OBJECTIVES

The objects of the Association are:

4.1.

To provide an array of services supporting the Lyell McEwin Hospital staff and its affiliated agencies by:

4.1.1.

Assisting visitors to the Lyell McEwin Hospital;

4.1.2.

Supporting administrative functions and other duties within specific workplaces;

4.1.3.

Undertaking various initiatives that enhance in and out patient experiences; and

4.1.4.

Supporting other occasional Lyell McEwin Hospital requests.

4.2.

To provide financial support to the Lyell McEwin Hospital by:

4.2.1.

Assisting with the provision of necessary Lyell McEwin Hospital infrastructure;

4.2.2.

Purchasing additional amenities and / or medical equipment; and

4.2.3.

Supporting research or related activities aligned to enhancing the health and wellbeing of the community.

4.3.

To establish and maintain professional volunteer management practices within the organisation ensuring that volunteers are provided with meaningful volunteer opportunities.

4.4.

To ensure that the Association is well managed meeting its legislative and regulatory obligations.

4.5.

To ensure that the Association is able to maintain sustainable operation and financial viability.

4.6.

To create an open and transparent approach encompassing all of its dealings with its volunteers.

4.7.

To develop meaningful and open partnerships with its key stakeholders with the Lyell McEwin Hospital and its affiliated agencies and externally with all other entities.

 

5. POWERS OF THE ASSOCIATION

For the purposes of carrying out its objects the Association may, subject to the Act and these Rules:

5.2.

Acquire, hold, deal with and dispose of any real or personal property; and

5.3.

Administer any property on trust; and

5.4.

Open and operate bank accounts; and

5.5.

Invest its money:

5.5.1.

In any security in which trust money may, by an Act of Parliament, be invested; or

5.5.2.

In any other manner authorised by the Rules of this Association; and

5.6.

Borrow money upon such terms and conditions as the Association thinks fit; and

5.7.

Give such security for the discharge of any liabilities incurred by the Association as the Association thinks fit; and

5.8.

Appoint agents to transact any business of the Association on its behalf; and

5.9.

Enter into any other contract it considers necessary or desirable.

 

6.0. MEMBERSHIP

6.1 Membership Qualifications

A person is granted membership of the Association if he or she is a volunteer applicant who meets all of the following criteria:

6.1.1

Supports the objects of the Association and agrees to be bound by these Rules; and

6.1.2

Attended an interview with the Executive Officer of the Association or a person appointed by the Executive Officer to determine suitability; and

6.1.3

Completed an application form; and

6.1.4

Underwent the appropriate checking in accordance with legislative, regulatory or association requirements; and

6.1.5

Has been accepted and allocated voluntary work in an area(s) of the Association’s activities; and

6.1.6

Has undergone all necessary and required training for the area(s) of voluntary work in which they have been accepted and have agreed to comply with all policies of the Association; and

6.1.7

Has been added to the Register.

6.2 Cessation of Membership

A person ceases to be a Member if the person:

6.2.1.

Dies; or

6.2.2.

Resigns membership; or

6.2.3. 

Is dismissed from the Association, and on cessation of membership a person must return to the Executive Officer all Association property in their possession or control and return any Lyell McEwin Hospital identification badges or passes.

 6.3. Membership Entitlements Not Transferable

A right, privilege or obligation which a person has by reason of being a Member:

6.3.1.

Is not capable of being transferred or transmitted to another person; and

6.3.2.

Terminates on cessation of the person’s membership.

6.4.

Resignation of Membership

6.4.1.

A Member may resign from the Association by giving written notice to the Executive Officer of his or her intention to resign.

6.4.2.

If a Member ceases to be a Member under Rule 6.4.1. and in every other case where a Member ceases to hold membership, the Executive Officer must make an appropriate entry in the Register recording the date on which the Member ceased to be a Member.

6.5 Register

6.5.1.

The Public Officer of the Association must establish and maintain the Register specifying:

6.5.1.1.

The name and address of each Member;

6.5.1.2.

The date on which each Member was admitted to the Association; and

6.5.1.3.

If applicable, the date of, and reason(s) for, termination of membership.

6.5.2.

The Register must be kept at the principal place of administration of the Association and must be open for inspection, free of charge, by any Member at any reasonable hour.

 

7.0 LIABILITIES OF MEMBERS

Members have no liability to contribute towards the payment of the debts and liabilities of the Association or the costs, charges and expenses of the winding up of the Association.

 

8. DISCIPLINING OF MEMBERS

8.1.  A written complaint may be made to the Board by a person that a Member:

8.1.1.

Has persistently refused or neglected to comply with the Rules; or

8.1.2.

Has been guilty of conduct unbecoming a Member; or

8.1.3.

Has persistently and willfully acted in a manner prejudicial to the interests of the Association.

8.2. On receiving such a complaint, the Executive Officer:

8.2.1.

Must cause notice of the complaint to be served on the Member concerned; and

8.2.2.

Must give the Member concerned at least fourteen (14) days from the time the notice is served within which to make submissions to the Executive Officer in connection with the complaint; and

8.2.3.

Must take into consideration any submissions made by the Member in connection with the complaint.

8.3.

The Executive Officer may dismiss the Member concerned from the Association or suspend the Member concerned from membership of the Association if, after considering the complaint and any submissions made in connection with the complaint, they are satisfied that the facts alleged in the complaint have been proved.

8.4.

If the Executive Officer expels or suspends a Member written advice must be forwarded to the Member within seven (7) days after the action is taken , with reasons given for having taken that action and of the Member’s right of appeal under Rule 9.8.5 the expulsion or suspension does not take effect:

8.5.1.

Until the expiration of the period within which the Member is entitled to appeal against the notice concerned; or

8.5.2.

If within that period the Member exercises the right of appeal, unless and until the Board confirms the expulsion or suspension under Rule 9.5; whichever is the later.

 

9. RIGHT OF APPEAL OF DISCIPLINED MEMBER

9.1.

A Member may appeal to the Board an action of the Executive Officer under Rule 8 within seven (7) days after notice of the expulsion or suspension is served on the Member by lodging a notice to that effect.

9.2.

The notice may be accompanied by a statement of the grounds on which the Member intends to rely for the purposes of the appeal.

9.3.

On receipt of a notice from the Member under Rule 9.1 the Executive Officer must notify the Board which must deal with the matter within twenty eight (28) days after the date on which the appeal has been made.

9.4.

At a Board Meeting convened under Rule 9.3 the Board will comply with the obligation to provide the Member with natural justice by ensuring:

9.4.1.

The Executive Officer and the Member concerned must be given the opportunity to state their respective causes orally or in writing or both; and

9.4.2.

The board will consider submissions before making its final decision.

9.5.

If at the Board Meeting the Board passes a resolution in favour of the notice from the Executive Officer the notice of expulsion or suspension shall be confirmed and the Member’s name shall be removed from the Register.

 

10. THE BOARD

10.1. Powers and Duties of the Board

10.1.1.

The affairs of the Association shall be managed and controlled by the Board which in addition to any powers and authorities conferred by these Rules may exercise all such powers and do all such things as are within the objects of the Association and are not by the Act or by these Rules required to be done by the Association in General Meeting.

10.1.2.

The Board has the management and control of the funds and other property of the Association.

10.1.3.

The Board shall have the authority to interpret the meaning of these Rules and any other matter relating to the affairs of the Association on which these Rules are silent.

10.1.4.

The Board shall appoint a Public Officer for the Association.

10.1.5.

The Board shall have the power to form and suspend as many standing committees as it sees fit and to determine who shall comprise such standing committees in their absolute discretion.

10.2. Appointment to the Board

10.2.1.

The Board shall be comprised of no more than thirteen (13) individuals and shall consist of the following positions:

10.2.1.1.

Nine (9) Ordinary Board Members

10.2.1.2.

Lyell McEwin Hospital Appointed Representative

10.2.1.3.

Up to three (3) co-opted Positions if required.

10.3. Notice of Board Meetings

10.3.1.

Notice of each Board meeting must be given to each Board Member at least twenty four (24) hours before the meeting or at another time determined by resolution of the Board Members.

10.3.2.

Despite that requirement:

10.3.1.1

All Board Members may waive in writing the required period of notice for a particular meeting; and

10.3.1.2

It is not necessary to give notice of a Board meeting to a Board Member who is out of Australia or who has given a leave of absence.

10.4. Mode of Board Meeting

A Board meeting may be called or held using any technology consented to by a majority of Board Members. The consent may be a standing one. A Board Member may only withdraw their consent within a reasonable period before the meeting. The Board Members may otherwise regulate their meetings as they think fit.

10.5. Ordinary Board Members

10.5.1.

Ordinary Board members are elected by the Members immediately prior to the Annual General Meeting each year in accordance with Rule 10.15.

10.5.2.

The Board shall consist of no more than nine (9) elected Ordinary Board Members at any one time.

10.5.3.

The positions of President and Vice President, when vacant, shall be chosen from amongst successfully elected Ordinary Board Members

10.5.4.

The position of Treasurer may also be elected from amongst those successfully elected Ordinary Board Members.

10.5.5.

All elected Ordinary Board Members serve a three (3) year term and are eligible for re-election.

10.6 Proceedings of the Board

10.6.1.

The Board shall meet to conduct business as required, provided that it shall hold at least six (6) meetings each year.

10.6.2.

Questions arising at any Board meeting shall be decided by a majority of votes, and in the event of equality of votes the chairperson shall have a casting vote in addition to a deliberative vote.

10.6.3.

The quorum for meetings of the Board shall be at least one (1) half of the Board Members.

10.6.4. All Board Members must act in accordance with the Association conflict of interest policy.

10.6.4.1.

A Board Member having a direct or indirect pecuniary interest in a contract or proposed contract with the Association must disclose the nature and extent of that interest to the Board as required by the Act and shall not vote with respect to that contract or proposed contract. The Board Member must disclose the nature and extent of his or her interest in the contract at the next Annual General Meeting of the Association

10.7 Termination of Board Involvement

10.7.1.

The office of a Board Member shall become vacant if a Board Member:

10.7.1.1.

Is absent from three (3) consecutive meetings without obtaining leave of absence;

10.7.1.2.

Offers a letter of resignation in writing;

10.7.1.3.

Other than a Co-Opted Board Member, ceases to be a volunteer of the Association;

10.7.1.4.

Is disqualified from being a Board Member by the Act;

10.7.1.5.

Is expelled as a Member under these Rules;

10.7.1.6.

Is permanently incapacitated by ill health.

10.8 President

10.8.1.

The President is nominated by the Board from amongst successfully elected Ordinary Board Members at a Board meeting to be called following the Annual General Meeting.

10.8.2.

Preference for nominations for the position of President shall be given to those Board Members who have served at least one (1) previous year on the Board.

10.8.3.

The President’s role is expected to include:

10.8.3.1.

Chairing all official meetings of the Association and the Board

10.8.3.2.

Overseeing the efficient and effective operation of the Board

10.8.3.3.

Overseeing the work of the Executive Officer

10.8.3.4.

Signing legal documents following Board approval

10.8.3.5.

Attending functions on behalf of the Association

10.8.3.6.

Having a good working knowledge of the Association’s operations

10.8.4.

The President serves a one (1) year term and is eligible for re-election.

10.8.5.

The President shall have a casting vote only at all official Association Board meetings

10.9 Vice President

10.9.1.

The Vice President is nominated by the Board from amongst successfully elected Ordinary Board Members at a Board meeting to be called following the Annual General Meeting.

10.9.2.

It is generally expected that the Vice President will take over all of the official duties of the President in their absence.

10.9.3.

In the case of the President retiring or otherwise becoming permanently incapacitated prior to their term being completed, the Vice President would be expected to complete the duration of that term and the Vice President’s position would be filled.

10.9.4.

The Vice President serves a one (1) year term and is eligible for re-election.

10.9.5.

The Vice President has full voting rights except for times that they are acting in the President’s absence.

10.10 Treasurer

10.10.1.

The Treasurer is nominated by the Board from amongst successfully elected Ordinary Board Members at a Board meeting to be called following the Annual General Meeting.

10.10.2.

It is the duty of the Treasurer to ensure:

10.10.2.1.

That all money due to the Association are collected and received and that all payments authorised by the Association are made; and

10.10.2.2.

That correct books and accounts are kept showing the financial affairs of the Association including full details of all receipts and expenditure connected with the activities of the Association.

10.10.3.

The Treasurer serves a one (1) year term and is eligible for re-election.

10.11 Lyell McEwin Hospital Appointed Representative

10.11.1.

It is expected that the Lyell McEwin Hospital Appointed Representative shall have knowledge of the health system, policies, procedures and contacts to assist the Board in the decision-making processes.

10.11.2.

Nominations for the Lyell McEwin Hospital Appointed Representative shall be brought to the specially convened Board meeting (to be held prior to the Annual General Meeting), by the Executive Officer, following consultation between the Executive Officer and appropriate Lyell McEwin Hospital Staff Members.

10.11.3.

Nominations will be in such form as prescribed by the Board from time to time.

10.11.4.

The Lyell McEwin Hospital Appointed Representative may be reappointed on an annual basis

10.11.5.

The Lyell McEwin Hospital Appointed Representative is an ex-officio Board Member with no voting rights.

10.12 Duration of Office

10.12.1.

Each Board Member is subject to these Rules to hold office until the conclusion of the third (3rd) Annual General Meeting following the date of the Member’s election but is eligible for re-election

10.12.2.

No individual can serve on the Board for more than three (3) consecutive terms without a twelve (12) month break.

10.12.3.

The President, Vice President and Treasurer are all limited to serving their respective roles for a maximum of five (5) years consecutively. There must be a twelve (12) month break from service in any of these roles before a Member can be re-nominated for those roles however that does not preclude them from being an Ordinary Board Member during that period.

10.13 Vacancy of the Board

In the event of a casual vacancy occurring in the membership of the Board, the Board may appoint a Member to fill the vacancy and the Member so appointed is to hold office subject to these Rules until the conclusion of the Annual General Meeting next following the date of the appointment.

10.14 Nomination process for elections

10.14.1.

By the end of August each year the Board must approve:

10.14.1.1.

A date and time by which nominations for Board and notice of any business to be brought forward at the Annual General Meeting are to be delivered to the Executive Officer; and

10.14.1.2. 

The means by which the date and time and notice of business must be published.

10.14.2.

A candidate for election as Board Member must be a Member at the time of nomination and must before the due date for nomination deliver to the Executive Officer a nomination in writing signed by two (2) Members.

10.14.3.

Nominations will be in such form as prescribed by the Board from time to time.

10.14.4.

A nomination may be withdrawn in writing, signed by the person nominated and delivered to the Executive Officer at any time before the ballot papers are delivered to Members.

10.14.5.

If the number of nominated candidates for election to the Board exceeds the number of vacancies there shall be an election to be conducted in accordance with Rule 10.15

10.14.6.

If the number of nominated candidates for election to the Board is the same as the number of vacancies, the Executive Officer must report accordingly to the Annual General Meeting and the chairperson must declare them duly elected.

10.14.7.

If the number of nominated candidates for election to the Board is fewer than the number of vacancies the chairperson at the Annual General Meeting must declare those who are nominated to be elected and declare a casual vacancy in respect of any position not filled.

10.15. Election of Ordinary Board Members

10.15.1.

If the number of nominated candidates for election exceeds the number of vacancies there shall be an election to be conducted as follows:

10.15.1.1.

The Board may, from time to time, determine processes which may include electronic processes, to be adopted by the Association for:

10.15.1.1.1.

Delivery of ballots to Members;

10.15.1.1.2.

Tthe return of ballots; and

10.15.1.1.3. 

Ensuring that secrecy is preserved in relation to votes cast and that voters are eligible to vote under these Rules.

10.15.1.2.

Prior to an election, for the purposes of the election, the Board must appoint up to two (2) Probity Officers 10.15.1.2.1.

10.15.1.3.

The Executive Officer must, not less than twenty one (21) days before the date fixed for the Annual General Meeting, arrange to be delivered to each Member the names of the nominated candidates for election and instructions including:

10.15.1.3.1.

The number of candidates to be elected;

10.15.1.3.2. 

The method of voting;

10.15.1.3.3. 

The closing date for the election being the date by which votes must be lodged; and

10.15.1.3.4. 

Any other materials relevant to the election.

10.15.1.4.

Where an election is to be conducted by a non-electronic process all completed ballots received on or before the closing date and time must be delivered in a secure manner to the Probity Officer(s) who must, prior to the Annual General Meeting:

10.15.1.4.1.

Ensure that each ballot has been completed by a person who, under these Rules was eligible to vote in the election;

10.15.1.4.2.

Ensure that each ballot has been completed in a manner that does not render the vote invalid in accordance with the process determined by the Board pursuant to Rule 10.15.1.1;

10.15.1.4.3. 

Confirm the total number of votes for each candidate; and

10.15.1.4.4.

Certify to the President at the Annual General Meeting the number of votes received by each candidate.

10.15.1.5.

Where an election is conducted by an electronic process the Probity Officer/s will:

10.15.1.5.1.

Be provided with the documentation for the conduct of the election in order to ascertain the integrity of the process to ensure that each vote has been completed by a person who, under these Rules was eligible to vote in the election;

10.15.1.5.2. 

Receive the progress reports and election outcome reports; and

10.15.1.5.3. 

Certify to the President at the Annual General Meeting the validity of the process and the report of the election.

10.15.1.6.

The President must act in accordance with the certification of the Probity Officers and declare elected the required number of candidates, being those who received the greatest number of votes.

10.15.1.7.

If two (2) or more otherwise successful candidates receive the same number of votes and only one (1) candidate is required to be elected, the President must determine by lot which one (1) of them will be elected, but where only one (1) of them is retiring as a Board Member at the Annual General Meeting that candidate must be declared elected.

10.15.2.

The outgoing Board shall retain office until the close of the Annual General Meeting.

10.16 Co-Opted Positions

10.16.1.

The Board has at its discretion, the ability to co-opt up to three (3) additional persons as additional Board Members. Co-opted Board Members are expected to bring with them specialist skills deemed as important by the Board. However, co-opted Board Members are not required to be Members.

10.16.2.

Co-opted Board Members shall serve either a predetermined short period to assist with special projects, or a full one (1) year term – dependent upon the nature of the co-option. The length of Board membership is at the discretion of the Board.

10.16.3.

Co-opted Board Members shall be eligible to be co-opted again for a further period at the Board’s discretion.

10.16.4.

Co-opted Board Members shall not be eligible to fill the positions of President or Vice President.

10.16.5.

Where a Co-opted Board Member has been co-opted for a full year term they shall have full voting rights on the Board. Those short-term (less than one (1) year) Co-opted Board Members shall have no voting rights.

10.17 Minutes Secretary

10.17.1.

A Minutes Secretary may be co-opted by the Board if deemed necessary, to take minutes of Board and other official Association meetings.

10.17.2.

The Minutes Secretary has no voting rights and is co-opted for a one (1) year term. They may then be eligible to be co-opted again for further terms.

10.18 Removal of Member from the Board

10.18.1.

The Association’s General Meeting may by resolution remove any Board Member from the Board before the expiration of that Member’s term of office and may by resolution appoint another person to hold Office until the expiration of the term of office of the Member so removed.

10.18.2.

If a Board Member to whom a proposed resolution referred to in Rule 10.18.1 relates makes representations in writing to the Executive Officer or President and requests that the representations be notified to the Members the Executive Officer or the President may send a copy of the representations to each Member or if the representations are not so sent the Member is entitled to require that the representations be read out at the meeting at which the resolution is considered.

10.18.3. 

Elected Board Members who cease to be a volunteer of the Association must cease Board involvement as an elected Member.

 

11. NON-BOARD MEMBER ROLES

11.1 Executive Officer

11.1.1.

The Executive Officer is to attend Board meetings as an employee of the Association.

11.1.2.

The Executive Officer shall be the sole employee representative at Board meetings unless other employees are invited.

11.1.3.

The Executive Officer shall attend Board meetings ex officio (by right of position held) and has no voting rights at official Association meetings.

 

12. GENERAL MEETINGS

12.1 Annual General Meeting

12.1.1.

Annual General Meetings shall be held before 30 November each year.

12.1.2.

Agenda items for Annual General Meetings should be submitted in writing to the Executive Officer at least fourteen (14) days before the Annual General Meeting.

12.1.3.

In addition to any other business which may be transacted at an Annual General Meeting the business of an Annual General Meeting shall include the following:

12.1.3.1

To confirm the minutes of the last preceding Annual General Meeting held since that meeting;

12.1.3.2

To consider the accounts and reports of the Board Members and other Boards’ reports;

12.1.3.3

To elect Board Members; and

12.1.3.4

To appoint an auditor (if required).

12.2 Special General Meetings

12.2.1.

The Board may call a Special General Meeting of the Association at any time in accordance with the notice provisions set out in clause 12.3.

12.2.2.

The Board must on the requisition in writing of at least 10% of the total number of Members convene a Special General Meeting of the Association.

12.2.3.

A requisition of Members for a Special General Meeting must:

12.2.3.1. 

State the purpose or purposes of the meeting; and

12.2.3.2.

 Be signed by the Members making the requisition; and

12.2.3.3. 

Be lodged with the Executive Officer; and

12.2.3.4. 

Consist of several documents in a similar form, each signed by one (1) or more of the Members making the requisition.

12.2.4.

Items on the agenda of a Special General Meeting shall constitute the sole business of such a meeting.

12.2.5.

If the Board fails to convene a Special General Meeting to be held with one (1) month after that date on which a requisition of Members for the meeting is lodged with the Executive Officer, any one (1) or more of the Members who made the requisition may convene a Special General Meeting to be held not later than three (3) months after that date.

12.2.6.

A Special General Meeting convened by a Member or Members as referred to in Rule

12.2.5.

Must be convened as nearly as is practicable in the same manner as General Meetings are convened by the Board and any Member who consequently incurs expenses is entitled to be reimbursed by the Association for any expense so incurred.

12.3 Notice

12.3.1.

Subject to Rule 12.3.3, at least fourteen (14) days’ notice of any General Meeting shall be given to Members.

12.3.2.

The notice shall set out where and when the meeting will be held, and particulars of the nature and order of the business to be transacted at the meeting.

12.3.3.

Notice of a meeting at which a Special Resolution is to be proposed shall be given at least twenty one (21) days prior to the date of the meeting.

12.3.4.

A notice may be given by the Association to any Member by serving the Member with the notice personally or by sending it by post to the address appearing in the register of members.

12.3.5.

Where a notice is to be sent by post:

12.3.5.1.

The service is effected by properly addressing prepaying and posting a letter or packet containing the notice; and

12.3.5.2. 

Unless the contrary is proved, service will be taken to have been effected at the time at which the letter or packet would be delivered in the ordinary course of post.

12.4 Procedure at Meetings

12.4.1.

No item of business is to be transacted at General Meeting unless a quorum of Members entitled under these Rules to vote is present during the time the meeting is considered.

12.4.2.

To constitute a quorum for the transaction of the business of a General Meeting at least thirty (30) Members are required to be present in person (being Members entitled under these Rules to vote at a General Meeting).

12.4.3.

If within half an hour after the appointed time for the commencement of a General Meeting a quorum is not present, the meeting:

12.4.3.1. 

If convened on the requisition of Members is to be dissolved; and

12.4.3.2. 

In any other case is to stand adjourned to the same day in the following week at the same time and (unless another place is specified at the time of the adjournment by the person presiding at the meeting or communicated by written notice to Members given before the day to which the meeting is adjourned) at the same place.

12.4.4.

If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the Members present must elect one (1) of their number to preside as chairperson at the meeting.

12.5 Presiding Member

12.5.1.

The President or in the President’s absence the Vice President is to preside as chairperson at each General Meeting of the Association.

12.5.2.

If the President and the Vice President are absent or unwilling to act the Members present must elect one (1) of their members to preside as chairperson at the meeting.

12.6 Adjournment

12.6.1.

The chairperson of a General Meeting at which a quorum is present may with the consent of the majority of Members present at the meeting adjourn the meeting from time to time and place to place but no business is to be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.

12.6.2.

If a General Meeting is adjourned for fourteen (14) days or more the Executive Officer must given written notice or oral notice of the adjourned meeting to each Member stating the place date and time of the meeting and the nature of the business to be transacted at the meeting.

12.6.3.

Except as provided in Rule 12.6.1 and 12.6.2 notice of an adjournment of a General Meeting or of the business to be transacted at an adjourned meeting is not required to be given.

12.7 Voting

12.7.1.

On any question arising at a General Meeting of the Association a Member has only one (1) vote.

12.7.2.

All votes must be given personally or by proxy but no Member may hold more than five (5) proxies.

12.7.3.

In the case of an equality of votes on a question at a General Meeting the chairperson of the meeting is entitled to exercise a second or casting vote.

12.8 Poll at General Meetings

12.8.1. 

If at a meeting a poll on any question is demanded by not less than three (3) members it must be taken at that meeting in such manner as the chairperson may direct and the resolution of the poll shall be deemed to be a resolution of the meeting on that question.

12.8.2.

A poll that is demanded on the election of a chairperson or on a question of an adjournment must be taken immediately and a poll that is demanded on any other question must be taken at such time before the close of the meeting as the chairperson may direct.

12.9 Appointment of Proxies

12.9.1.

In situations where a motion is to be placed before either an Annual General Meeting or a Special General Meeting, and that motion is advertised in advance, Members unable to attend the meeting shall be allowed to vote via proxy under the following conditions:

12.9.1.1.

The vote is registered on an official proxy voting card distributed by and returned to the Executive Officer

12.9.1.2.

The original motion is not amended at the meeting – such an amendment shall mean that all proxy votes are invalid.

 

13. FINANCIAL REPORTING

13.1 Financial Year

The financial year of the Association shall be the period of twelve (12) months ending on 30th June in each year.

13.2 Keeping of Accounts

The Association shall keep and retain such accounting records as are necessary to correctly record and explain the financial transactions and financial position of the Association in accordance with the Act.

13.3 Accounts and Reports to be Laid Before Members

The Accounts together with the auditor’s report on the accounts the Board’s statement and the Board’s report shall be laid before Members at the Annual General Meeting.

13.4 Annual Return

The annual (periodic) return shall be lodged with Consumer and Business Services within six (6) months after the end of each Financial Year It must be accompanied by a copy of the accounts, the auditor’s report, the Board’s statement and the Board’s report or such other financial reporting obligations that may be prescribed by the Act or any legislative regime which may replace or supersede the Act.

13.5 Appointment of Auditor

13.5.1

At each Annual General Meeting the Members shall appoint a person to be auditor of the Association.

13.5.2

The auditor shall hold office until the next Annual General Meeting and is eligible for re-appointment.

13.5.3

If an appointment is not made at an Annual General Meeting the Board shall appoint an auditor for the current Financial Year.

 

14. THE COMMON SEAL

14.1

The Association shall have a common seal upon which its name shall appear in legible characters.

14.2

The Common Seal shall be kept in the custody of the Public Officer.

14.3

The Common Seal shall not be used without the express authorization of the Board and every use of the common seal shall be recorded in the minute book of the Association.

14.4

The affixing of the Common Seal must be attested by the signatures either of two (2) Board Members or of one (1) Board Member and of the Public Officer of the Association.

 

15. FUNDS

15.1

The funds of the Association are to be derived from fees and subscriptions of Members, donations, and subject to any other resolution passed by the Association in General Meeting such other sources as the Board determines.

15.2

All money received by the Association must be deposited as soon as practicable and without deduction to the credit of the Association’s bank account.

15.3

The Association must as soon as practicable after receiving any money, issue an appropriate receipt. The receipt must contain the name of the Association and the Australian Business Number.

15.4

Subject to any resolution passed by the Association in General Meeting the funds of the Association are to be used in pursuance of the objects of the Association in such manner as the Board determines.

15.5

All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by any two (2) Board members or employees of the Association being Members or employees authorised to do so by the Board.

 

16. ALTERATIONS TO THE RULES

16.1

These Rules may be altered (including an alteration to the Association’s name) subject to the following conditions:

16.1.1

The alteration must be registered with Consumer and Business Services.

16.1.2

The registered Rules shall bind the Association and every Member to the same extent as if they have respectively signed and sealed them, and agreed to be bound by all of the provisions thereof.

16.1.3

An alteration of the Rules comes into force at the time that the alteration is passed. This does not apply to an alteration to the name of the Association which does not come into effect until registered with Consumer and Business Services.

16.1.4

At least 14 days’ notice being given either prior to the Annual General Meeting, or in order to convene a Special General Meeting to consider the proposed amendment, the notice of the meeting setting out in full the proposed amendment.

OR

16.1.5

A postal voting mail out being distributed to all members clearly outlining the nature and history of the proposed change and clearly stating a motion reflecting the change. At least fourteen (14) days shall be given for members to return postal voting slips.

16.1.6

The most appropriate method of the above shall be determined by the Board.

16.1.7

If the amendment is being considered at an Annual General Meeting or Special Members Meeting, the proposed amendment may be modified by a decision of the members present.

16.1.8

The proposed amendment may not be modified if using the postal voting system described in Rule 16.1.5.

16.1.9

A quorum at meetings to alter the constitution shall be considered 30 Members.

16.1.10

At least 30 Members would need to return voting forms for a postal ballot to be considered legitimate.

16.1.11

A majority of those voting (by either means) would be required to pass an amendment to the constitution

16.1.12

Postal voting forms shall be collated & counted by the Executive Officer and one other person appointed by the Board

 

17. PROHIBITION AGAINST SECURING PROFITS FOR MEMBERS

The income and capital of the Association shall be applied exclusively to the promotion of its objects and no portion shall be paid or distributed directly or indirectly to Members or their associates except as bona fide remuneration of a Member for services rendered or expenses incurred on behalf of the Association.

 

18. WINDING UP

In the event of the winding up of the Association the assets of the Association must be disposed of in accordance with the provisions of the Act.

 

19. DISTRIBUTION OF SURPLUS ASSETS

19.1.

Subject to the Act and any other applicable Act, and any court order, any surplus assets (including ‘gift funds’ defined in Rule 19.3) that remain after the Association is wound up must be distributed to the Lyell McEwin Hospital and should it no longer be operating or is otherwise ineligible then one (1) or more charities:

19.1.1.

With charitable purpose(s) similar to, or inclusive of, the purpose(s) in Rule 4;

19.1.2.

Which also prohibit the distribution of any surplus assets to its Members to at least the same extent as the Association; and

19.1.3.

(Where the Association or a fund established by the Association has deductible gift recipient status) that is or are deductible gift recipients within the meaning of the Income Tax Assessment Act 1997 (Cth).

19.2.

The decision as to the charity or charities to be given the surplus assets must be made by resolution of Members in General Meeting at or before the time of winding up. If the Members do not make this decision, the Association may apply to the Supreme Court of South Australia to make this decision.

19.3.

If the Association’s deductible gift recipient endorsement is revoked (whether or not the Association is to be wound up), any surplus gift funds must be transferred to one (1) or more charities that meet the requirements of 19.1 as decided by the Board.

19.3.1.

For the purpose of this Rule ’gift funds’ means:

19.3.1.1 

Gifts of money or property for the principal purpose of the Association

19.3.1.2 

Contributions made in relation to a fund-raising event held for the principal purpose of the Association; and

19.3.1.3 

Money received by the Association because of such gifts and contributions.

19.3.2.

For the purpose of this Rule ‘contributions’ and ‘fund-raising event’ have the same meaning as in Division 30 of the Income Tax Assessment Act 1997 (Cth).

20. TRANSITIONAL PROVISIONS

20.1. Board Members

All Board Members will be up for re-election at the first Annual General meeting following the adoption of this Constitution. Notwithstanding the three (3) year term contemplated by Rule 10.2.1 the term for each director appointed at such election will be determined in the manner set out in this Rule. The Board Members elected will determine by agreement between them:

a) three (3) Board Members to serve a one year term;

b) three (3) Board Members to serve a two year term; and

c) three (3) Board Members to serve a three year term.

If the Board Members are unable to determine this by agreement it will be determined by lot.

20.2 Regulations deemed applicable

All rules, by-laws, policies and regulations of the Association in force at the date of the approval of this Constitution are to be deemed to have been replaced by this Constitution however the Board may prescribe policies and by-laws for the operation of the Association as required from time to time.

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Liability limited by a scheme approved under the Professional Standards Legislation

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