Australian Blindness Forum Constitution
AUSTRALIAN BLINDNESS FORUM
ABN 47 125 036 857
CORPORATIONS ACT 2001 (CTH)
A COMPANY LIMITED BY GUARANTEE
CONSTITUTION AGREEMENT
TABLE OF CONTENTS
1. DEFINITIONS AND INTERPRETATION 1
1.1 Definitions 1
1.2 Interpretation 2
2. EFFECT OF THE CONSTITUTION 3
3. OBJECTS 3
4. CONTRIBUTION IN THE EVENT OF WIND UP 3
5. PROMOTION OF OBJECTS 3
6. WINDING UP OR DISSOLUTION 4
7. MEMBERSHIP 4
7.1 Members 4
7.2 Application for membership 4
7.3 Membership Criteria 5
7.4 Further information 5
7.5 Determination of Directors 5
7.6 Entrance Fee 5
7.7 Certificates 5
7.8 Notification of acceptance 5
7.9 Membership not transferable 5
7.10 Representative of Members 6
8. FEES 6
8.1 Fees 6
9. VARYING MEMBERS' RIGHTS 6
9.1 Special Resolution 6
9.2 Rules applying to meetings of class Members 6
10. CESSATION OF MEMBERSHIP 6
10.1 Non payment of fees 6
10.2 Cessation of membership 6
10.3 Continuing rights, liabilities etc. 7
10.4 Non-compliance with Constitution, misconduct 7
11. Associates 7
11.1 Associates 7
11.2 Application for Associateship 7
11.3 Further information 8
11.4 Determination of Directors 8
11.5 Rights and privileges of Associates 8
11.6 Application fee 8
11.7 Notification of acceptance 8
11.8 Associateship not transferable 8
11.9 Associate fees 8
11.10 Termination of Associateship 8
12. POWERS 9
12.1 Exercise of powers 9
13. GENERAL MEETINGS 9
13.1 Directors Convening a General Meeting at the Request of Members 9
13.2 Form of the Members Request 9
13.3 Directors Refusal to Convene 9
13.4 Members may Convene 9
13.5 Notice of General Meeting 9
13.6 Quorum 10
13.7 Determine a Quorum 10
13.8 Procedure where no Quorum 10
13.9 Minutes 10
13.10 Chairman 10
13.11 Role of Chairman 10
13.12 Adjournment of Meeting 11
13.13 Adjournment of 30 Days 11
13.14 Adjournment of Less than 30 Days 11
13.15 Show of Hands or Poll 11
13.16 Declaration on Show of Hands 11
13.17 Withdraw Poll 12
13.18 Demand for Poll 12
13.19 Poll for Chairman 12
13.20 Voting – Person or Proxy 12
13.21 Members Right to Vote 12
13.22 Qualification of Member 12
13.23 Objections referred to Chairman 12
13.24 Valid Vote 12
13.25 Casting Vote by Chairman 12
13.26 Circular Resolution 12
14. RULES FOR VOTING BY PROXY 13
14.1 Only Members Entitled to Vote shall Vote 13
14.2 Proxies 13
14.3 Attorneys 13
14.4 Representatives of Members 13
14.5 Representative need not be a Member 13
14.6 Instrument in Writing 13
14.7 Manner the Proxy is to Vote 13
14.8 Authority for a Poll 13
14.9 Form of Proxy 14
14.10 Delivery of Proxy before Meeting 14
14.11 Instrument not valid 14
15. APPOINTMENT, REMOVAL AND REMUNERATION OF DIRECTORS 14
15.1 Number Of Directors 14
15.2 Right to Nominate a Director 15
15.3 Appointments made by Directors 15
15.4 Rotation of Directors 15
15.5 Eligibility 15
15.6 Election of Directors 15
15.7 Removal of Director 17
15.8 Reimbursement of Expenses and Honorariums 17
15.9 Vacation of Director's Office 17
15.10 Transition 17
16. POWERS AND DUTIES OF DIRECTORS 18
16.1 Directors Manage the Business 18
16.2 All Powers 18
16.3 Appointment of Attorney 18
16.4 Provisions of Power of Attorney 18
16.5 By-laws 18
16.6 Cheques and Promissory Notes 18
17. PROCEEDINGS OF DIRECTORS 19
17.1 Use of Technology 19
17.2 Directors Meetings 19
17.3 Quorum 19
17.4 Vacancy in the Office of Director 19
17.5 Chairperson of Meeting of Directors 19
17.6 Decisions by Directors 19
17.7 Circular Resolution 20
17.8 Documents forming resolution 20
17.9 Remedy of Defects 20
17.10 Minutes 20
18. ALTERNATE DIRECTORS 20
18.1 Appointment of an Alternate 20
18.2 Notice of Meetings 20
18.3 Power of Alternate 21
18.4 Termination of Appointment 21
18.5 Vacation 21
18.6 Responsibility 21
18.7 No remuneration 21
19. COMMITTEE 21
19.1 Delegation to Committee 21
19.2 Powers of Committee 21
19.3 Committee Chairman 21
19.4 Election of Chairman 21
19.5 Decision by Majority 22
19.6 Equality of Votes 22
19.7 Committee to self regulate 22
20. COMMON SEAL 22
20.1 Election to Adopt Company Seal 22
20.2 Duplicate Common Seal 22
20.3 Prohibited Use 22
21. SECRETARY 22
22. ELECTION OF OFFICE BEARERS 22
23. INTERESTED DIRECTORS 23
23.1 Interested Directors not disqualified 23
23.2 Sufficient disclosure 24
23.3 Other office may be held 24
23.4 Professional Director may act 24
24. ACCOUNTS AND AUDIT 24
24.1 Proper records kept 24
24.2 Members to have access 24
24.3 Auditor 24
25. RESERVES 24
25.1 General 24
26. NOTICES 25
26.1 Form of Notices 25
26.2 Method and address for giving Notices. 25
26.3 Time of receipt 25
26.4 Objection to facsimile 25
26.5 Advertisement required 26
26.6 Eligibility to receive notices 26
26.7 No others 26
27. AMENDMENTS OR ALTERATIONS TO THIS CONSTITUTION 26
28. INDEMNITY 26
28.1 Director against liability 26
28.2 Claiming under Indemnity 27
28.3 Payment of Insurance 27
28.4 Resolution to Grant Indemnity 27
Australian Blindness Forum Constitution
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this Constitution, unless the context or subject matter otherwise require:
"Associate" means any Corporation whose name appears in the Register as an Associate of the Company
”Chairperson means the Independent Chairperson whilst an Independent Chairperson is appointed, otherwise, the Director appointed to that position under Rule 22
“BCA” means Blind Citizens Australia
"Company" means the Company whose Members have adopted this Constitution
"Constitution" means those rules for the operation of the Company set forth in this Constitution agreement and as amended, modified or supplemented from time to time
"Corporation" has the meaning ascribed to it in Section 57A(1) of the Corporations Act 2001(Cth)
"Directors and Board" means all or any number of the Directors for the time being of the Company acting in accordance with these Rules
“Independent Chairperson” means a Director appointed by the other Directors under Rule 15.3(a)
"Law" means the Corporations Act 2001 (Cth) (as amended, modified or enacted from time to time)
"Member" means any Corporation whose name appears in the Register as a Member of the Company
"Notice Address" means in respect of each Member or Director the last address for that person as recorded in the records of the Company
"the office” or “the Registered office" means the Registered office for the time being of the Company
“Office Bearer” means a person elected as an office bearer under Rule 22 from time to time
"Ordinary Resolution" means a resolution passed by a simple majority of Members who are in attendance at the meeting of Members
"the Register" means the Register of Members of the Company required to be kept by section 169 of the Law
"Related Body Corporate" of a body corporate is a body corporate which is related to that body corporate within the meaning of the Law
"Representatives" means a representative nominated by a Member in accordance with Rule 7.10
“Returning Officer” means a person appointed by the Directors as returning officer for the election of Directors
"Rules" means the provisions of this Constitution as amended, modified or supplemented
"the Secretary" means the person appointed as company secretary of the Company under Rule 21
"Special Resolution" shall have the meaning assigned to that expression by Section 9 of the Law
“Vice Chair” means the Director(s) appointed to that position under Rule 22
"in writing and written" includes printing, lithography, braille and other modes of reproducing or representing words in a visible form.
1.2 Interpretation
In the interpretation of this Constitution, unless the context or subject matter otherwise require:
a) singular includes plural and vice versa;
b) any gender includes every gender;
c) a reference to a person includes corporations, trusts, associations, partnerships, a government authority, and other legal entities, and where necessary, include successor bodies;
d) references to writing include printing, typing, facsimile and other means of representing or reproducing words, figures, drawings or symbols in a visible and tangible form, in English;
e) references to signature and signing include due execution of a document by a corporation or other relevant entity;
f) references to months mean calendar months;
g) references to statutes include statutes amending, consolidating or replacing the statutes referred to and all regulations, orders-in-council, rules, by-laws and ordinances made under those statutes;
h) references to sections of statutes or terms defined in statutes refer to corresponding sections or defined terms in amended, consolidated or replacement statutes;
i) headings and the table of contents are used for convenience only and are to be disregarded in the interpretation of this Constitution;
j) where any word or phrase is given a defined meaning, another grammatical form of that word or phrase has a corresponding meaning;
k) each paragraph or sub-paragraph in a list is to be read independently from the others in the list;
l) reference to "Rule" means a clause number or sub-clause of the Constitution;
m) a reference to an agreement or document is to that agreement or document as amended, novated, supplemented or replaced from time to time; and
n) a reference to a party includes that party's executors, administrators, substitutes, successors and permitted assigns.
2. EFFECT OF THE CONSTITUTION
This Constitution shall have effect as a contract:
a) between the Company and each Member;
b) between the Company and each Director and Secretary; and
c) between a Member and each other Member,
d) pursuant to which each Member agrees to observe and perform the Rules within the Constitution so far as they apply to that Member.
3. OBJECTS
Having regard to the intention of the members that the Company operate as a partnership of organisations of and for the blind and vision impaired and blindness prevention organisations for the benefit of Australians who are blind or vision impaired, the objects of the Company are to:
a) encourage exchange of information between members;
b) exert influence on Government policy development;
c) enable blindness sector representation both nationally and internationally;
d) enable Australia to facilitate its membership of the World Blind Union;
e) encourage and promote the development and equity of the level of services throughout Australasia; and
f) do all acts and things as may be deemed necessary or incidental to the achievement of similar objects.
4. CONTRIBUTION IN THE EVENT OF WIND UP
Every Member of the Company undertakes to contribute to the property of the company, in the event of its being wound up while he is a Member or within one (1) year after he ceases to be a Member, for payment of the debts and liabilities of the company contracted before 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 contributors among themselves, such amount as may be required not exceeding $10.
5. PROMOTION OF OBJECTS
The income and property of the Company however derived shall be applied solely for the benefit and promotion of the Company's objects and no portion thereof shall be:
a) paid or transferred directly or indirectly by way of dividends, bonus or otherwise to the Members of the Company; or
b) paid to Directors as fees or other remuneration or other benefit in money or money's worth,
PROVIDED that nothing in this Rule shall preclude, with the prior approval of the Directors:
(i) payment in good faith of reasonable and proper remuneration to any Director, officer or servant of the Company or to any Member of the Company in return for any services rendered to the Company;
(ii) the payment of interest at a rate not exceeding the rate charged by the Company's bankers on overdrawn accounts on any money lent to the Company by any Member, Director or officer;
(iii) in the case of any Director who is engaged by the Company as an executive Director, consultant or servant of the Company, such remuneration as is reasonable and proper for the services provided to the Company;
(iv) the repayment of reasonable out-of-pocket expenses, properly incurred by any Director;
(v) the payment of a sitting fee or honorarium to the Independent Chairperson under Rule 15.8(b); or
(vi) payment of a reasonable rental for premises demised or let by any Member to the Company.
6. WINDING UP OR DISSOLUTION
If upon the winding up or dissolution of the Company there remains, after the satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid to or distributed among the Members of the Company but shall be given or transferred to some other organisation having objects similar to the objects of this Company and which shall prohibit the distribution of its or their income and property amongst its or their Members and also is a fund, authority or institution approved by the Commissioner of Taxation as a benevolent institution for the purposes of income tax, sales tax, fringe benefits tax or otherwise under the provisions of any applicable income tax legislation including the Income Tax Assessment Act 1997.
7. MEMBERSHIP
7.1 Members
The subscribers to these Rules which meet the criteria set out in this Rule and which the Directors shall admit to membership in accordance with the Constitution shall be Members of the Company.
7.2 Application for membership
Any applicant which meets the criteria described in Rule 7.3 below, shall be eligible for membership of the Company. Every applicant for membership of the Company (other than the subscribers to the Constitution) shall execute and deliver to the Company an application for membership in such form as the Directors from time to time determine together with the entrance fee (if any) determined by the Directors. Subject to Rule 12, the Directors have the power from time to time to create such classes of Members and to determine the rights and privileges attaching to those classes including but not limited to the voting rights of those Members.
7.3 Membership Criteria
To be a member of the Company the applicant must be an organisation:
a) That has as its primary objects, the provision of services to people who are blind or vision impaired; or