Constitution

The Constitution of Fronditha Care is as follows:

 

 

 

 

A COMPANY LIMITED BY GUARANTEE

CONSTITUTION

OF

FRONDITHA CARE

ABN 71 424 124 816

 

Prepared by

Moores Legal

1st Floor, 9 Prospect Street

BOX HILL VIC 3128

Telephone: (03) 9898 0000

Facsimile: (03) 9898 0333

MB/CI 063244

 


  1. 1.               Name of Company

The name of the Company is Fronditha Care (hereafter called the Company).

 

  1. 2.               Exclusion of Replaceable Rules

The replaceable rules contained in the Act do not apply to the Company.

 

  1. 3.               Objects

3.1            The Principal object for which the Company is established is to directly relieve sickness, destitution, suffering and misfortune of the aged and in order to do so, to operate as a non denominational organization and provide care and support for aged people.

 

3.2            Solely in furtherance of the principal object, the powers of the Company are:

(a)              to carry out all activities necessary to achieve this purpose, including but not limited to:-

(i)              raising funds;

(ii)             purchasing real or personal property;

(iii)            hiring, leasing or borrowing property;

(iv)            selling property;

(v)              lending, borrowing or investing money;

(vi)            engaging contractors or sub-contractors;

(vii)          employing staff;

(viii)        any other act that it is authorised to do by any Law.

 

(b)              To provide services to elderly people, including:-

 

(i)              domiciliary services such as Home Care, Nursing, Meals on Wheels, Home Maintenance, Visiting, etc.

(ii)             day care centres and services;

(iii)           services to those in needy circumstances;

(iv)           recreational, social and cultural services;

(v)             interpreting, translating and communication services;

(vi)           educational, information and consulting services;

(vii)         welfare and social work services;

(viii)        advisory services;

(ix)          affordable housing;

(x)            residential and community services;

(xi)           disability support and services.

 

(c)              To carry out research and surveys into the problems of old age, to provide assistance to persons researching old age and its problems, to publicise issues concerning the aged, and to advocate and lobby for action on those issues.

 

(d)              To provide non-financial advice and assistance to persons planning for their old age.

 

(e)              To co-operate and work with other organisations with similar objectives in the research, planning and implementation of the above services and objectives.

 

(f)               To plan, design and implement its services in a manner appropriate to the needs of the Company’s clients, particularly in relation to their socio-economic, ethnic, cultural, linguistic and religious characteristics.

 

(g)              To endeavour to deliver its services to those clients most in need, taking into consideration their financial status, health, degree of dependency and resources (including the availability of other care-givers).

 

(h)              To provide services to other needy groups where appropriate and in keeping with the general aims and objectives of the Company.

 

3.3            The Company may exercise all powers capable of being exercised by a Company to further and fulfil the objects of the Company.

 

  1. 4.               Liability

The liability of the members is limited.

  1. 5.               Undertaking

Each member of the Company undertakes to contribute to the property of the Company in the event of its being wound up while she or he is a member or within one year after she or he ceases to be a member for payments of the debts and liabilities of the Company (contracted before she or he ceases to be a member) and of the costs, charges and expenses of winding up and for the adjustment of the rights of the contributions among themselves such amount as may be required but not exceeding fifty dollars ($50.00).

 

  1. 6.               Income and Property

The income and property of the Company shall be used and applied solely in

promotion of its purposes and the exercise of its powers as set out herein and no proportion thereof shall be distributed paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to or amongst the members of the Company;  PROVIDED THAT nothing herein contained shall prevent the payment in good faith of interest to any such members in respect of moneys advanced by him to the Company or otherwise owing by the Company to him or of remuneration to any officers or servants of the Company or to any member of the Company or other person in return for any services actually rendered to the Company;  PROVIDED FURTHER that nothing herein contained shall be construed so as to prevent the payment or repayment to any member of out of pocket expenses, money lent, reasonable and proper charges for goods hired by the Company or reasonable and proper rent for premises demised or let to the Company or the provision of services to a member to which he she or it would be entitled in accordance with the purposes if he she or it were not a member.

  1. 7.               Winding Up

7.1            In the event of the Company being wound up and there remains after satisfaction of all debts and liabilities any property whatsoever, the same shall not be paid to or distributed amongst the members of the Company but shall be given or transferred to some other public benevolent institution or institutions having purposes which are charitable and which are similar to the purposes of the Company, and which prohibits the distribution of its other income and property amongst its or their members to an extent at least as great as is imposed on the Company under or by virtue of this rule and which is a fund, authority or institution approved by the Commissioner of Taxation as a fund authority or institution referred to in paragraph 78(1)(a) of the Income Tax Assessment Act, 1936, such institution or institutions to be determined in accordance with a special resolution of the members of the Company or, in the absence of special resolution of the members, by the Supreme Court in the state of incorporation.

 

Where the Company has received capital funding from the Commonwealth of Australia or any State of Australia, the net assets of the Company must not be distributed except as is consistent with the requirements of those funding arrangements.

7.2            If the Company is wound up or its endorsement as a deductible gift recipient is revoked, any surplus assets remaining after the payment of the Company’s liabilities must be transferred to another public benevolent institution for the purposes of any Commonwealth taxation act.

 

DEFINITIONS

 

  1. 8.               In this Constitution, unless the contrary intention appears:-

8.1            “Act” means the Corporations Act 2001 or any statutory modification or re-enactment thereof for the time being in force.

 

8.2            “Board” means the Board of Directors of the Company constituted in accordance with this Constitution.

 

8.3            “Financial year” means the year ending on 30 June.

 

8.4            “General Meeting” means a general meeting of members convened in accordance with the Act.

 

8.5            “Member” means a member, who has paid fees for one or more years (up to 5 years).

 

8.6            “Office Bearer” means a Director of the Board who holds one of the following positions; President, Vice President, Treasurer or Secretary.

 

8.7            “Ordinary Member of the Board” means a Director of the Board who is not an Office Bearer.

 

8.8            “Chairperson” is a Director of the Board who is appointed on an annual basis, to chair regular Board meetings.

 

8.9            “The Regulations” means Regulations under the Act.

 

8.10         The words “Home,” “Institution” and “Company” used throughout this Constitution shall mean Fronditha Care.

 

8.11         “Life Members” or “Life Governors” shall be any person or corporation who is a Life Member or Life Governor at the date that this Constitution came into operation.

 

8.12         “Honorary Member” shall be any existing member, life member or life governor who is also a staff member.

 

  1. 9.               Interpretation

9.1            In this Constitution, a reference to the Secretary of a Company is a reference: where a person holds office under this Constitution as Secretary of the Company – to that person.

9.2            Words or expressions contained in this Constitution shall be interpreted in accordance with the provisions of the Corporations Act 2001 (Cth) and that Act and regulations as amended and as in force from time to time.

 

  1. 10.            Benefactors

10.1         Any person may be appointed a Benefactor: -

(a)              who has conferred any significant benefit on the Company other than by contributing financially thereto

 

(b)              who at any time has on his or her own behalf contributed to the funds of the Company a sum of not less than Five Thousand dollars in one donation (or such other sum as the Board determines from time to time);

 

10.2         Any corporation may be appointed a Benefactor:-

(a)              which has conferred any significant benefit on the Company other than by contributing financially thereto

 

(b)              which at any time has on its own behalf contributed to the funds of the Company a sum of not less than Ten Thousand dollars in one donation (or such other sum as the Board determines from time to time).

 

MEMBERSHIP

 

  1. 11.            Membership shall be as follows:

11.1         A person who is nominated and approved for membership as provided in this Constitution is eligible to be a member of the Company on payment of the entrance fee and annual subscription payable under this Constitution.  The member is able to pay up to five (5) years membership fees in advance.

 

11.2         A person who is not a member of the Company at the time of the incorporation of the Company (or who was such a member at that time but has ceased to be a member), shall not be admitted to membership -

(a)        unless he she or it is nominated as provided in sub-clause (3)

and

 

(b)        his her or its admission as a member is approved by the Board.

 

11.3         A nomination of a person for membership of the Company:-

(a)        shall be made in writing in the form set out in Appendix 1;

and

 

(b)        shall be proposed by 2 members of the Company to whom the applicant shall be known and

 

(c)        shall be lodged with the Secretary of the Company.

11.4         As soon as is practicable after the receipt of a nomination, the Secretary shall refer the nomination to the Board.

 

11.5         Upon a nomination being referred to the Board, the Board shall determine whether to approve or to reject the nomination.

 

11.6         Upon a nomination being approved by the Board, the Secretary shall, with as little delay as possible, notify the nominee in writing that she or he is approved for membership of the Company and request payment within the period of twenty-eight (28) days after receipt of the notification of the sum payable under this Constitution as the entrance fee and the first year’s annual subscription.

11.7         The Secretary shall, upon receipt of the amounts referred to in sub-clause (6) within the period referred to in that sub-clause, enter the nominee’s name in the register of members kept by him and, upon the name being so entered, the nominee becomes a member of the Company.

 

11.8         A right, privilege, or obligation of a person by reason of his her or its membership of the Company:

(a)              is not capable of being transferred or transmitted to another  person and

 

(b)              terminates upon the cessation of his her or its membership whether by death, resignation or otherwise.

 

11.9         A member whose membership has ceased for non payment of membership fees shall have their membership reinstated upon the payment of any arrears of their subscription by a date no later than six (6) months after their subscription was due.  A member who does not pay the annual subscription by 1 January of the current financial year shall have their membership ceased without notice.

 

11.10     A member whose membership has ceased for non payment of membership fees, who does not pay the arrears of their subscription by the due date shall cease to be a member of the Company.  Such person, to rejoin will need to complete a new application for membership and pay the joining fee and subscription fee/s.

 

11.11     A concessional fee will be available for financially disadvantaged people.

 

11.12     A member must pay their subscription by the 30th of June to be eligible to vote at the Annual General Meeting or other special general meetings; in the following year commencing from 1st July to 30th June.

 

11.13     An Honorary Member will be a member of the Company who does not have the right to vote but may enjoy all other privileges.  Honorary membership is transitory in nature.  Refer to Appendix 4.

ENTRANCE FEE AND ANNUAL SUBSCRIPTION

 

  1. 12.            The Annual General Meeting sets the entrance and annual subscription fee.

 

REGISTER OF MEMBERS

 

  1. 13.            The Secretary shall keep and maintain a register of members in which shall be

entered the full name, address and date of entry of the name of each member and the register shall be available for inspection by members at the address of the Company.

 

RESIGNATION OF MEMBER

 

  1. 14.            A member of the Company who has paid all moneys due and payable by him, her or it to the Company may resign from the Company by first giving one month notice in writing to the Secretary of his her or its intention to resign and upon the expiration of that period of notice, the member shall cease to be a member.

 

 

  1. 15.            Upon the expiration of a notice given under sub-clause (1), the Secretary shall make in the register of members an entry recording the date on which the member by whom the notice was given, ceased to be a member.

DISCIPLINE OF MEMBER

 

  1. 16.            Subject to this Constitution, the Board may by resolution:-

(a)              expel a member from the Company;  or

 

(b)              suspend a member from membership of the Company for a specified period;

 

if the Board is of the opinion that the member:-

 

(i)              has refused or neglected to comply with the provisions of the Constitution; or

 

(ii)            has been guilty of conduct prejudicial to the interests of the Company; or

 

(iii)          has knowingly misled the Board or a general meeting.

 

(c)              the Board shall appoint a disciplinary committee which will consist of 3 Directors.  The disciplinary committee will be time limited and shall only deal with the specific incident(s).

 

the disciplinary committee shall be given power to:

  • hear a complaint;
  • make a recommendation to the Board as to whether a member has failed to comply with section 16 (b) (i), (ii) or (iii) of the Constitution; and
  • recommend to the Board an appropriate penalty (with the exception of pecuniary fine); and
  • provide a formal ‘notice of a complaint’ form for which members of the Company may use to lodge a complaint against a member of the Company:
    • the complaint hearing process will follow principles of natural justice such as ‘fair hearing’ and ‘no bias’ and any standards for complaints handling.
    • once the matter is resolved, the disciplinary committee will dissolve. 
  1. 17.            The Board shall not fine any member.

 

  1. 18.            A resolution of the Board under clause article 16 hereof does not take effect unless:-

(a)              the Board, at a meeting held not earlier than 14 and not later than twenty-eight (28) days after the service on the member of a notice under sub-clause (3) confirms the resolution in accordance with this clause; and

 

(b)              where the member exercises a right of appeal to the Company under this clause does not take effect unless the Company confirms the resolution in accordance with this clause.

 

  1. 19.            Notice to be given in writing to the member by the Secretary containing the following:

 

19.1         Where the Board passes a resolution under article 16 hereof, the Secretary shall, as soon as practicable, cause to be served on the member a notice in writing.

19.2         setting out the resolution of the Board and the grounds on which it is based;

19.3         stating that the member may address the Board at a meeting to be held not earlier than fourteen (14) days and not later than twenty-eight (28) days after service of the notice;

 

19.4         stating the date, place and time of that meeting;

 

19.5         informing the member that he she or it may do one or more of the following:

(a)              Attend that meeting;

 

(b)              Give to the Board before the date of that meeting a written statement seeking the revocation of the resolution and the grounds on which such revocation is sought; and

 

(c)              Not later than forty-eight (48) hours before the date of the meeting at which the resolution is to be considered by the Board, elect to have the question dealt with by the Company in general meeting.  This must be forwarded to the Secretary in writing.

 

19.6         At a meeting of the Board held in accordance with article 18 hereof, the Board:

(a)              shall give to the member an opportunity to be heard;

 

(b)              shall give due consideration to any written statement submitted by the member; and

 

(c)              shall by resolution determine whether to confirm or to revoke the

resolution.

  1. 20.            If the member gives notice that the member wishes to attend and address the Board at the meeting as notified in 19.3 above, the Board shall give to the member an opportunity to be heard.

 

  1. 21.            In the alternative or in addition to 20, the member may give to the Board before the date of the meeting as notified in 19.3 above, a written statement seeking the revocation of the resolution and the grounds on which such revocation is sought. The Board shall give due consideration to any such written statement.

 

  1. 22.            In the alternative to 20 and 21 above, a member shall not later than forty-eight (48) hours before the date of the meeting as notified in 19.3 above, elect to have the resolutions dealt with by the Company in general meeting, such notice to be given in writing to the Secretary.

 

  1. 23.            If the Board considers the matter at the meeting held in accordance with 19.3 above, the Board shall by resolution determine whether to confirm or to revoke the resolution made pursuant to clause 16 hereof.

 

  1. 24.            Where the Secretary receives a notice under 22 hereof, he she or it shall notify the Board and the Board shall convene a general meeting of the Company to be held within twenty-one days after the date on which the Secretary received the notice.

 

24.1         At a general meeting of the Company convened under clause 24 hereof:-

(a)              no business other than the question of the resolution to expel or suspend the member shall be transacted;

(b)              the Board may place before the meeting details of the grounds for the resolution and the reasons for the passing of the resolutions;

 

(c)              the member shall be given an opportunity to be heard;   and

 

(d)              the members present shall vote by secret ballot on the question whether the resolution should be confirmed or revoked.

 

24.2         If at that general meeting:-

(a)         two-thirds of the members in attendance (proxy votes) or members present vote in favour of the confirmation of the resolution, the resolution is confirmed;   and

(b)        in any other case, the resolution is revoked.

24.3         The member shall not be entitled to have any legal representation at the meeting of the Board or at a general meeting.

 

ANNUAL GENERAL MEETING

  1. 25.            Subject to the Act, a general meeting shall be held at least once in every calendar year and within the period of five (5) months after the end of the financial year at such time and place as may be determined by the Directors.  The above mentioned general meeting shall be called the “Annual General Meeting” and all other meetings of the Company shall be called “general meetings”.

 

  1. 26.            The business of the Annual General Meeting must include any of the following, even if not referred to on the notice of meeting:

(a)              reasonable opportunity for members to raise questions and make comments to the Board;

 

(b)              the consideration of the Annual Financial Statements, Directors’ Declaration and Directors’ Report and Auditor’s Report.  Reasonable opportunity will be provided for members to question the Company auditor;

 

(c)              the election of Directors;

 

(d)              the appointment of the auditor;

 

(e)              the fixing of the auditor’s remuneration;

 

(f)               confirmation of the minutes;

 

(g)              membership & entrance fee;

 

 27. Convening General Meetings

 

(i)         Any 3 Directors may whenever he or she thinks fit convene a meeting of the Company’s Members.

(ii)              The Directors must convene a meeting of the Company’s Members on the request of Members in accordance with section 249D of the Act.  The Members may convene a meeting of the Company’s Members in accordance with section 249E and 249F of the Act.

 

 28. Notice of General Meetings

 

A notice of meeting of the Company’s Members shall specify:

(i)         the place, the day and the time of the meeting (and, if the meeting is to be held in two or more places, the technology that will be used to facilitate this);

(ii)              the general nature of the business to be transacted at the meeting; and

 

(iii)             such other information as is required by section 249L of the Act.

 

  1. 29.            The Company may hold a meeting of its Members at two or more venues using any technology that gives the Members as a whole a reasonable opportunity to participate.

 

  1. 30.            Subject to the provisions of the Act relating to agreements for shorter notice, at least 21 days notice must be given of a meeting of the Company’s Members.

 

  1. 31.            Notice of every meeting of the Company’s Members shall be given in the manner authorised by clause 76 to:

 

(a)              every Member and to every Director; and

 

(b)              the auditor for the time being of the Company.

 

  1. 32.            No other person is entitled to receive notices of meetings of the Company.

 

33.            CHAIRPERSON OF GENERAL MEETINGS

(i)         The Chairperson of the Board shall preside as Chairperson at every General Meeting;

(ii)              If there is no Chairperson or the Chairperson is not present within fifteen (15) minutes after the time appointed for the holding of the meeting or is unwilling to act for all or part of the meeting, the President will be the Chairperson; and

 

(iii)             If the President is not present or is present but is unwilling to act for all or part of the meeting, the Members present shall elect one of their number to be Chairperson of the meeting (or part of it).

 

34.            QUORUM FOR GENERAL MEETINGS

(i)         No business shall be transacted at any meeting of the Company’s Members unless a quorum of Members is present at the time when the meeting proceeds to business;

(ii)              A quorum of Members for a meeting is 20 of the registered Members and if that number is not a whole number then the nearest whole number above shall be the quorum; and

 

(iii)             For the purpose of determining whether a quorum is present, a person attending as a proxy, or as representing a Member shall be deemed to be a Member.

 

35.            ADJOURNMENT OF GENERAL MEETINGS

If a quorum is not present within thirty (30) minutes from the time appointed for the meeting:

(i)                where the meeting was convened upon the request of Members – the meeting shall be dissolved; or

 

(ii)              in any other case:

(a)              the meeting stands adjourned to such day, and at such time and place, as the Directors determine or, if no determination is made by the Directors, to the same day in the next week at the same time and place; and

 

(b)              if at the adjourned meeting a quorum is not present within fifteen (15) minutes from the time appointed for the meeting, then the meeting shall be dissolved.

 

(i)           The Chairperson shall adjourn a meeting of the Company’s Members from time to time and from place to place if the Members present with a majority of votes that may be cast at that meeting agree or direct the Chairperson to do so.  No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place;

 

(ii)              When a meeting of the Company’s Members is adjourned for fifteen (15) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting; and

 

(iii)             Except as provided by the preceding paragraph, it is not necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

 

36.            VOTING AT GENERAL MEETINGS

(i)         At any meeting of the Company’s Members a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is demanded (before a vote is taken or immediately after the declaration of the result of the show of hands) by at least two thirds of the Members present in person or by proxy.

(ii)              Unless a poll is so demanded, a declaration by the Chairperson that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company, is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

 

(iii)             The demand for a poll may be withdrawn.

 

  1. 37.              (i)         If a poll is duly demanded, it shall be taken in such a manner as the Chairperson directs and unless the meeting is adjourned, the result of the poll will be deemed to be the resolution of the meeting at which the poll was demanded.

 

(ii)              A poll demanded on the election of a Chairperson or on a question of adjournment shall be taken immediately.

 

  1. 38.            In the case of an equality of votes, whether on a show of hands or on a poll, the President of the Company will have a casting vote.

 

  1. 39.            Subject to any rights or restrictions for the time being attached to any Member:

(i)                at meetings of the Company’s Members or classes of Members each Member entitled to vote may vote in person or by proxy; and

 

(ii)              on a show of hands every person present who is a Member or a proxy has one vote, and on a poll every person present in person or by proxy has one vote.

 

  1. 40.            A Member is not entitled to vote at a meeting of the Company’s Members unless all sums presently payable by him or her in respect of the Company have been paid.
    1. 41.           (i)         An objection may be raised to the qualification of a voter only at the meeting or adjourned meeting at which the vote objected to is given or tendered.

 

(ii)              Any such objection shall be referred to the Chairperson of the meeting of the Company’s Members, whose decision is final.

 

(iii)             A vote not disallowed pursuant to such an objection is valid for all purposes.

 

42.            PROXIES

A Member of the Company who is entitled to attend and cast a vote at a meeting of the Company’s Members may appoint a person (whether or not a Member of the Company) as the Member’s proxy to attend and vote for the Member at the meeting.

 

  1. 43.           (i)         An instrument appointing a proxy shall be in writing under the hand of the appointer or of his or her attorney duly authorised in writing or, if the appointer is a corporation, either under seal or executed in accordance with the Act or under the hand of an officer or attorney duly authorised.

 

(ii)              An instrument appointing a proxy may specify the manner in which the proxy is to vote in respect of a particular resolution and, where an instrument of proxy so provides, the proxy is not entitled to vote in the resolution except as specified in the instrument.

 

(iii)             An instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

 

  1. 44.            An instrument appointing a proxy shall be in the following form or in a form that is as similar to the form in appendix 2 as circumstances permit.

 

  1. 45.            An instrument appointing a proxy shall not be treated as valid unless the instrument and the power of attorney or other authority (if any) under which the instrument is signed or a copy of that power or authority certified by a solicitor or a notary public, is or are deposited not less than forty-eight (48) hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than twenty-four (24) hours before the time appointed for the taking of the poll, at the registered office of the Company or at such other place in Australia as is specified for that purpose in the notice convening the meeting and in default of the instrument of proxy, shall not be treated as valid.

 

  1. 46.            A vote given in accordance with the terms of an instrument of proxy or of a power of attorney is valid notwithstanding the previous death or unsoundness of mind of the principal, the revocation of the instrument (or of the authority under which the instrument was executed) or of the power, providing no intimation in writing of the death, unsoundness of mind or revocation was made before the commencement of the meeting or adjourned meeting at which the instrument is used or the power is exercised.

 

APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS

  1. 47.            The numbering of the Directors shall be nine (9).  The tenure of a Director shall not exceed 3 consecutive terms of 3 years.  At the end of the tenure, the Director is to resign and after one year may re-apply for Board directorship.

 

  1. 48.            The Company may from time to time by resolution passed at a general meeting appoint a person to be a Director of the Company.  The resolution may specify the period during which the Director is to hold office and if it does so specify the Director will cease to hold office at the expiration of that period but will be eligible for reappointment.  If the Members’ resolution does not specify the term of the Director’s appointment, the Director will hold office in accordance with clause 55.

 

  1. 49.            A Director of the Board must have the suitable qualifications, skills and experience to discharge the function of a Member of the Board as determined by the Board from time to time.

 

  1. 50.            In the event of a vacancy or vacancies in the office of a Director or offices of Directors, the remaining Directors may act but, if the number of remaining Directors is not sufficient to constitute a quorum at a meeting of Directors, they may act only for the purpose of increasing the number of Directors to a number sufficient to constitute such a quorum or of convening a meeting of the Company’s Members for that purpose.

 

  1. 51.            The Directors shall have power at any time and from time to time to:

(i)                appoint a new Director to fill any casual vacancy; and

 

(ii)              Any Director so appointed shall hold office only until the expiration of the term and shall then be eligible for election but shall not then be taken into account in determining the number of Directors who are to retire by rotation at such meeting.

 

  1. 52.            The Company may from time to time by resolution passed at a general meeting remove any Director.

 

  1. 53.            In addition to the circumstances in which the office of a Director becomes vacant by virtue of the Act, the office of a Director becomes vacant if the Director:

(i)         becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health;

(ii)              resigns his or her office by notice in writing to the Company;

 

(iii)             is absent without the consent of the Directors from three (3) consecutive meetings of the Board;

 

(iv)             without the consent of the Company in general meeting holds any other office of profit under the Company;

 

(v)              is directly or indirectly interested in any contract or proposed contract with the Company and fails to declare the nature of his or her interest as required by clause 67; or

 

(vi)             ceases to have the requisite qualifications to be a Director, as provided in this constitution.

 

54.            DEFECTS IN APPOINTMENT OF DIRECTORS

All acts done by any meeting of the Directors or of a committee of Directors or by any person acting as a Director are, notwithstanding that it is afterwards discovered that there was some defect in the appointment of a person to be a Director or a Member of the committee, or to act as a Director, or that person so appointed was disqualified, as valid as if the person had been duly appointed and was qualified to be a Director or to be a Member of the committee.

55.            ROTATION OF DIRECTORS

The following provisions shall apply to all the Directors:

(i)         At every Annual General Meeting one third (rounded up to the closest whole number if not a whole number) of those Directors who have been in office for three years or until the third Annual General Meeting following such Directors’ appointment (whichever is the longer) shall retire, but shall be eligible for re-appointment, if they have not exceeded nine (9) years.

(ii)              The Directors or Director to retire pursuant to the last preceding paragraph shall be the Directors or Director longest in office since last being elected but as between Directors who were elected on the same day the Director or Directors to retire shall (in default of agreement between them) be determined by lot.  Any Director retiring under paragraph (iv) of this Article shall not be taken into account in determining the number of Directors to retire by rotation or which Directors shall retire by rotation.

 

(iii)             The Company at any general meeting at which any Directors retire in manner aforesaid may fill up the vacated office by electing a like number of persons to be Directors and may fill up any other vacancies by a 51% majority.

 

(iv)             If, at any Annual General Meeting at which an election of Directors ought to take place, the places of the retiring Directors are not filled up, the retiring Directors, or such of them as have not had their places filled up, shall (if willing to act) continue in office until the Annual General Meeting in the next year and so on from year to year until their places are filled up, unless and except insofar as it shall be determined at such meeting to reduce the number of Directors.

 

(v)              No person (not being a retiring Director) shall be eligible for election to the office of Director at any general meeting unless such person or some other Member intending to propose such person has, at least fourteen (14) clear days before the meeting, left at the registered office of the Company a notice in writing duly signed by the nominee giving such person’s consent to the nomination and signifying such person’s candidature or the intention of such Member to propose him or her or unless such person has been recommended by the Board for election and notice in writing of such recommendation has been left at the registered office of the Company at least fourteen (14) clear days before the meeting.  Notice of every candidate for the position of person shall be served on Members at least seven (7) days before the meeting at which the election is to take place.

 

56.            REMUNERATION OF DIRECTORS

The Directors shall not be paid by way of remuneration for their services provided that:

(i)                Reimbursement of out-of-pocket expenses incurred in carrying out the duties of a Director shall be paid where the payment does not exceed the amount previously approved by the Board.

 

57.            POWERS AND DUTIES OF DIRECTORS

(i)         Subject to the Act and to any other provision of this Constitution, the business of the Company shall be managed by the Directors, who may pay all expenses incurred; and

(ii)              Without limiting the generality of the preceding paragraph, the Directors may exercise all the powers of the Company to borrow money, to charge any property or business of the Company or give any other security for a debt, liability or obligation of the Company or of any other person.

 

  1. 58.           (i)         The Directors may, by power of attorney, appoint any person or persons (either by name or by reference to position or office held) to be the attorney or attorneys of the Company for such purposes, with such powers, authorities and discretions (being powers, authorities and discretions vested in or exercisable by the Directors), for such period and subject to such conditions as they think fit; and

 

(ii)              Any such power of attorney may contain such provisions for the protection and convenience of persons dealing with the attorney as the Directors think fit and may also authorise the attorney to delegate all or any of the powers, authorities and discretions vested in him or her.

 

  1. 59.            All cheques, promissory notes, bankers drafts, bills of exchange and other negotiable instruments, and all receipts for money paid to the Company, shall be signed, drawn, accepted, endorsed, executed, as the case may be in such manner as the Directors determine.

 

60.            MEETINGS OF DIRECTORS

The Board of Directors may meet together for the dispatch of business and adjourn and otherwise regulate its meetings as it thinks fit, but must meet at least eleven (11) times per annum.

61.            CONVENING MEETINGS OF DIRECTORS

The Board of Directors may at any time, and a Secretary shall on the requisition of any three Directors or of the President, convene a meeting of the Directors.

62.            QUORUM FOR DIRECTORS’ MEETINGS

  1.                            i.          At a meeting of the Directors, the number of Directors whose presence is necessary to constitute a quorum is five (5).

 

  1.                           ii.          If there is no quorum for the 11 scheduled meetings, the meeting shall stand adjourned to the same place and at the same hour of the same day in the following week unless the meeting was a special meeting in which case it lapses.

 

63.            CHAIRPERSON AND OFFICE BEARERS

(i)                Office Bearers of the Company, including the President, will be elected by the Board by a simple majority for an annual term of office;

 

(ii)              The number and duties of the Office Bearers shall be determined as corporate policy by the Board from time to time and each Office Bearer must adhere to the relevant corporate policy or policies;

 

(iii)             An Office Bearer, including the President, may be elected for more than one successive term; and

 

(iv)             The Office Bearers will be a President, Vice President, Treasurer and Secretary.

 

(v)              To avoid confusion, the Chairperson need not be an Office Bearer.

 

64.            VOTING AT DIRECTORS’ MEETINGS

(i)         Subject to this Constitution, questions arising at a meeting of Directors shall be decided by a majority of votes of Directors present and voting and any such decision shall for all purposes be deemed a decision of the Directors; and

(ii)              In a case of an equality of votes, the President shall have a casting vote.

 

 

 

65.            DELEGATION OF POWERS

(i)          The Directors may delegate any of their powers to a committee or committees consisting of such of their number as they think fit;

(ii)              A committee to which any powers have been so delegated shall exercise the powers delegated in accordance with any directions of the Directors and a power so exercised shall be deemed to have been exercised by the Directors;

 

(iii)             The Members of such a committee may elect one of their number as Chairperson of their meetings; and

 

(iv)             Where such a meeting is held and:

 

(a)              a Chairperson has not been elected as provided by the preceding paragraph; or

(b)              the person so elected is not present within thirty (30) minutes after the time appointed for the holding of the meeting or is unwilling to act for all or part of the meeting,

 

the Members present shall elect one of their number to be Chairperson of the meeting or part of it.

(v)              A committee may meet and adjourn as it thinks proper;

 

(vi)             Questions arising at a meeting of a committee shall be determined by a majority of votes of the Members present and voting; and

 

(vii)            In the case of an equality of votes, the Chairperson shall not have a casting vote in addition to any vote the Chairperson may have in the capacity as a committee Member.

 

66.            ELECTRONIC MEETINGS OF DIRECTORS

(i)                A meeting of Directors may be called or held using any technology consented to by all the Directors.  Consent of a Director for the purposes of this clause may be a standing one.  A Director may only withdraw his or her consent within a reasonable time before the meeting of Directors.

 

(ii)              For the purposes of this Constitution, the contemporaneous linking together by an instantaneous communication device of a number of Directors not less than the quorum, whether or not any one or more of the Directors is out of Australia, shall be deemed to constitute a meeting of the Directors and all the provisions of this Constitution as to meetings of the Directors shall apply to any such meeting held by an instantaneous communication device so long as the following conditions are met:

 

(a)              All the Directors for the time being entitled to receive notice of the meeting of Directors (including any alternate for any Director) shall be entitled to notice of a meeting held by an instantaneous communication device and to be linked by an instantaneous communication device for the purpose of such meeting.  Notice of any such meeting shall be given on the instantaneous communication device or in any other manner permitted by this Constitution; and

 

(b)              Each of the Directors taking part in the meeting by an instantaneous communication device must be able to hear each other of the Directors taking part at the commencement of the meeting.

(iii)             A Director may not leave a meeting held by an instantaneous communication device by disconnecting his or her instantaneous communication device unless he or she has previously expressly notified the Chairperson of the meeting of his or her intention to leave the meeting and a Director shall be conclusively presumed to have been present and to have formed part of the quorum at all times during such a meeting until such notified time of his or her leaving the meeting.

 

(iv)             A minute of the proceedings at meetings held by an instantaneous communication device shall be sufficient evidence of such proceedings and of the observance of all necessary formalities if certified as a correct minute by the Chairperson of the meeting.

 

(v)              For the purpose of this clause “instantaneous communication device” shall include telephone, television or any other audio and/or visual device which permits instantaneous communication.

 

67.            DIRECTORS’ CONFLICTS OF INTEREST

(i)        Subject to the Act no Director shall be disqualified by his or her office from contracting or entering into any arrangement with the Company either as vendor, purchaser, or otherwise, nor shall any such contract or arrangement or any contract or arrangement entered into by or on behalf of the Company in which any Director shall be in any way interested be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or agreement, by reason of such Director holding that office or of the fiduciary relation thereby established, but every Director shall observe the provisions of Section 191 of the Act relating to the disclosure of the interest of Directors which might create duties or interests in conflict with their duties or interests as Directors as if the Company were a proprietary company.

(ii)              Subject to the Act, a Director shall not as a Director be present at a meeting of Directors or vote in respect of any contract or arrangement in which such Director is interested in the manner described in the preceding sub-clause being considered at that meeting.

  1. 68.           

(i)                The Directors may, upon such terms and conditions and with such restrictions and as they think fit, confer upon the Chief Executive Officer any of the powers exercisable by them.

 

(ii)              Any powers so conferred may be concurrent with, or be to the exclusion of, the powers of the Directors.

 

(iii)             The Directors may at any time withdraw or vary any of the powers so conferred on the Chief Executive Officer.

 

69.            MINUTES

The Directors will cause minutes of:

(i)                all proceedings and resolutions of meetings of the Company’s Members;

 

(ii)              all proceedings and resolutions of meetings of the Directors, including meetings of a committee of Directors,

to be duly entered into the books kept for that purpose in accordance with the Law.

  1. 70.            A minute recorded and signed in accordance with the Act is evidence of the proceeding, resolution or declaration to which it relates, unless the contrary is proved.
  2. 71.            Books containing the minutes of meetings of the Company’s Members and resolutions passed by Members without a meeting will be open for inspection by any Member for a charge.

 

ACCOUNTS

  1. 72.            The Board shall cause proper accounting and other records to be kept and shall distribute copies of every profit and loss account and balance sheet accompanied by a copy of the Auditor’s report thereon as required by Law provided however that the Board shall cause to be made out and laid before each Annual General Meeting a balance sheet and profit and loss account made up to date not more than five (5) months before the date of the meeting.

 

  1. 73.            The Board shall from time to time determine at what time and place and under what conditions or regulations the accounting and other records of the Company shall be open to the inspection of members provided that members shall not be entitled to copy or use such accounting records for any purpose not authorised by the Company.

 

  1. 74.            All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by:-

(a)        any two Office Bearers of the Company;

 

(b)        one Office Bearer and any staff member authorised by resolution of the Board; and

 

(c)        or two staff members authorised by resolution of the Board.

 

ALTERATION OF CONSTITUTION

 

  1. 75.            This Constitution shall not be altered except in accordance with the Act.

 

NOTICES

  1. 76.            (i) A notice may be given by the Company to any Member either:

(a)              by serving it on him or her personally;

 

(b)              by sending it by post to him or her at his or her address, including any email address, as shown in the Register of Members or the address supplied by him or her to the Company for the giving of notices to him or her; and

 

(c)              by sending it by facsimile transmission to a facsimile number supplied by the Member to the Company for the giving of notices to the Member.

 

(ii)              Where a notice is sent by post, service of the notice shall be deemed to be effective by properly addressing prepaying and posting a letter containing the notice, and to have been effected, in the case of a notice to a Member, on the day after the date of its posting and, in any other case, at the time at which the letter would be delivered in the ordinary course of post.

 

(iii)             Where a notice is sent by facsimile, service of the notice shall be deemed to be effected on receipt by the Company of a transmission report confirming successful transmission.

 

(iv)             Where a notice is sent by email, service of the notice shall be deemed to be effected forty-eight (48) hours after the transmission of the email unless the person transmitting the email is notified at any time that the email was undelivered or undeliverable.

FEES

  1. 77.            Fees for services will be set consistent with the Government grant conditions.

 

AUDITOR

  1. 78.            A properly qualified Auditor or Auditors shall be appointed and the Auditor or Auditors duties regulated in accordance with the Law and other Laws governing the activities of the Company.

 

79.            OFFICERS: INDEMNITIES AND INSURANCE

(i)         To the extent permitted by the Act:

(a)              the Company indemnifies every person who is or has been an Officer of the Company or of a wholly-owned subsidiary of the Company against any liability for costs and expenses incurred by that person in defending any proceedings in which judgement is given in that person’s favour, or in which the person is acquitted, or in connection with an application in relation to any proceedings in which the Court grants relief to the person under the Law; and

 

(b)              the Company indemnifies every person who is or has been an Officer of the Company or of a wholly-owned subsidiary of the Company against any liability incurred by that person, as an Officer of the Company or of a wholly-owned subsidiary of the Company, to another person (other than the Company or a related body corporate of the Company) unless the liability arises out of conduct involving a lack of good faith.

 

  1. 80.            The Company may pay, or agree to pay, a premium in respect of a contract insuring a person who is or has been an Officer of the Company or of a subsidiary of the Company against a liability:

(i)        Incurred by the person in his or her capacity as an Officer of the Company or a subsidiary of the Company or in the course of acting in connection with the affairs of the Company or a subsidiary of the Company or otherwise arising out of the Officer’s holding such office PROVIDED THAT the liability does not arise out of conduct involving a wilful breach of duty in relation to the Company or a subsidiary of the Company or a contravention of Sections 182 and 183 of the Act; or

(ii)              for costs and expenses incurred by that person in defending proceedings, whatever their outcome.

 

(iii)        In the two preceding clauses:

(a)              the term “proceedings” means any proceedings whether civil or criminal, being proceedings in which it is alleged that the person has done or omitted to do some act, matter or thing in his or her capacity as such an Officer or in the course of acting in connection with the affairs of the Company or a wholly-owned subsidiary or subsidiary of the Company or otherwise arising out of the Officer’s holding such officer (including proceedings alleging that he or she was guilty of negligence, default, breach of trust or breach of duty in relation to the Company or a wholly-owned subsidiary or subsidiary of the Company); and

 

(b)              the term “Officer” has the meaning given to that term in Section 9 of the Act.