GCLC Constitution Revised 2016
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GOSNELLS COMMUNITY LEGAL CENTRE (INC)
CONSTITUTION
(AS AMENDED: 19 October 2016)
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GCLC Constitution Revised 2016
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CONTENTS
ITEM / PAGE No- Name
- Geographical Area of Operation
- Definitions
- Objects
- Powers of the Association
- Membership of the Association
- Members Entitlements and Responsibilities
- Application and Approval Process
- Register of Members
- Subscriptions
- Suspension and Termination of Membership
- Committee of Management
- Duties of Office Bearers
- Financial Operations of the Centre
- Meetings of the Management committee
- Resignation from Membership of the Management Committee
- Casual Vacancies
- General Meetings
- Quorum and Proceedings at General Meetings
- Alterations to Constitution
- Common Seal
- Access to copy of Rules and constitution
- Disputes and Mediation
- Dissolution of Centre
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GOSNELLS COMMUNITY LEGAL CENTRE (INC)
An Association incorporated pursuant to
the Associations Incorporations Act 1987
RULES OF ASSOCIATION
NAME:
1.The name of the Association is “Gosnells Community Legal Centre (Inc)” and is herein referred to as “the Centre”.
GEOGRAPHICAL AREA OF OPERATION
2.The Centre primarily services the City of Gosnells and the City of Armadale within the South East Metropolitan corridor of Perth, Western Australia.
DEFINITIONS
3.In these rules, unless the contrary intention appears-
“annual general meeting” is the meeting convened under rule 18(1);
"Committee meeting" means a meeting referred to in rule 12;
"Committee member" means person referred to inrule 18 (7) and (8;)
“convene” means to call together for a formal meeting;
“department” means the government department with responsibility for administering the Associations Incorporation Act (1987);
"financial year" means the period commencing on the 1 July and ending on 30 June in the following year;
"general meeting" means a meeting to which all members are invited;
"member" means member of the Association;
"ordinary resolution" means resolution other than a special resolution;
“poll” means voting conducted in written form (as opposed to a show of hands);
“special general meeting” means a general meeting other than the annual general meeting;
"special resolution" has the meaning given by section 24 of the Act, that is-
A resolution is a special resolution if it is passed by a majority of not less than three-fourths of the members of the association who are entitled under the rules of the association to vote and vote in person or, where proxies or postal votes are allowed by the rules of the association by proxy or postal vote, at a general meeting of whichnotice specifying the intention to propose the resolution as a special resolution was given in accordance with those rules.
At a meeting at which a resolution proposed as a special resolution is submitted, a declaration by the person presiding that the resolution has been passed as a special resolution will be evidence of the fact unless, during the meeting at which the resolution is submitted, a poll is demanded in accordance with the rules of the Association or, if the rules do not make provision as to the manner in which a poll may be demanded, by at least 3 members of the association present in person or, where proxies are allowed, by proxy.
If a poll is held, a declaration by the person presiding as to the result of a poll is evidence of the matter so declared.
"the Act" means the Associations Incorporation Act 1987;
"the Association" means the Association referred to in rule 1;
"the Chairperson" means-in relation to the proceedings at a Committee meeting or general meeting, the person presiding at the Committee meeting or general meeting in accordance withrule 13;
“the Commissioner” means the Commissioner for Fair Trading exercising powers under the Act;
"the Committee" means the Committee of Management of the Association referred to in rule 15;
"the Deputy Chairperson" means the Deputy Chairperson referred to in rule 13(1);
"the Secretary" means the Secretary referred torule 13 (3).
OBJECTS:
4.(1) The objects of the Association are to:
a)provide an institution for the relief of poverty, sickness, destitution or helplessness, hardship and distress or misfortune of the poor, the sick, the aged and the young.
b)be run without the purpose of profit, and for any person or particular persons, the sole financial object to be to distribute all monies available in accordance with these objectives
c)provide legal advocacy, information and referral services for disadvantaged people in need of legal services within the area serviced by the Centre
d)advocate for social justice, particularly for people who are socially or economically disadvantaged and whose inability to access the legal system further aggravates or perpetuates their disadvantage.
e)promote and facilitate legal and administrative reform in response to the issues arising from the needs of the clients and community.
f)promote community awareness of the law and to encourage community participation in the legal process.
g)be an organisational base for the development of further projects and services to meet the needs of the community.
h)liaise closely, and as appropriate, work co-operatively with other Community Legal Centre organizations and associated not-for-profit services and networks and government organizations in relation to justice issues and the provision of community based services.
i)maintain membership, as appropriate, of relevant peak organisations,
(2) The property and income of the Association will be applied solely towards the promotion of the objects of the Association and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to members, except in good faith in the promotion of those objects.
POWERS OF THE ASSOCIATION:
5.(1) The powers conferred on the Centre are the same as those conferred by section 13 of the Act, so that subject to the Act and any additions, exclusions ormodifications inserted below, the Centre may do all things necessary or convenient for carrying out its objects and purposes, and in particular, may –
a)acquire, hold, deal with, and dispose of any real or personal
property;
b)borrow money upon such terms and conditions as the Association
thinks fit;
c)open and operate bank accounts;
d)give such security for the discharge of liabilities incurred by the
Association as the Association thinks fit;
e)enter into, and carry out, any arrangement or contract with any government department, government authority, statutory corporation or person, upon such terms as it considers appropriate
f)allow any of its real or personal property to be used for charitable purposes
g)apply funds for charitable purposes.;
h)invest its money –
- in any security in which trust monies may lawfully be invested; or
- in any other manner authorised by the rules of the Association
i)enter into any other contract it considers necessary or desirable
j)appoint a Manager, who will also be Secretary of the Committee, and other salaried staff upon such terms and conditions as to remuneration or otherwise, as it considers appropriate;
k)appoint agents to transact any business of the Association on its
behalf;
l)promote the services available at the Centre, both at the centre itself and to the public, through the media and by any other lawful means;
m)levy an annual subscription from each member as a majority of members, present and voting, at an Annual General Meeting determine;
n)from time to time, make such rules and policies as it considers are necessary or desirable for regulating the conduct and affairs of the Centre, and to amend or terminate the operation of those rules and policies;
o)do all such things as are incidental or conducive to the attainment of the above objects of the Centre, or the exercise of any of the above mentioned powers.
(2) The powers of the Association will be allocated to the Members of the Management Committee Meetingsunder rule 12 (6) and General Meetings under rule 18.
MEMBERSHIP OF THE ASSOCIATION
6.(1) Membership of the Association is open to any not-for-profit organization, club, community minded group, body or association or any private individual who makes application to join the Centre, or who may be invited to do so, and who:
a)can show an active and demonstrable interest in furthering the objects of the Centre in providing a service to the community in the South East Metropolitan corridor and who have experience in the provision of community legal services, education, reform or any other interest that may be of benefit to the Association, its members and/or their clients and communities;
b)is prepared to fulfil their responsibilities as set out in rule 7 (3).
(2) A private individual making application must declare any pecuniary interest in any organization, club, community group, body or association.
(3) Staff employed by the Centre, may join the association and pay the annual subscription levy.
(4) Life Membership: At any time, the Management Committee may invite an individual who has made an exceptional contribution to Gosnells Community Legal Centre to accept Life membership.
MEMBERS ENTITLEMENTS AND RESPONSIBILITIES:
7. (1)Entitlements: Member entitlements will be to:
a)attend and speak at general meetings
b)move and second motions and to vote at any general meeting and in the elections for membership of the Management Committee
c)Nominate a person to stand for election to the Management Committee
d)Inspect the records of the Association, including record of Officer Bearers, but excluding confidential staff and client records
e)Have access to the Members’ Register
f)Request a copy of Association publications distributed by any means
g)Nominate a person for consideration for Life membership in accordance with Rule 8(4)
(2)Organisational members will nominate an individual person as their representative.
(3)Responsibilities: Members are obliged:
a)To support and promote the Centre’s objects as set out in these Rules and in the Policies of the Centre.
b)Subject to their right of challenge at an Annual General Meeting or Special General Meeting, to comply with all decisions of the Management Committee and with any rules it makes.
c)To promptly advise the Secretary of any change in their address.
d)If an organisational member, to promptly advise the Secretary of any change in their representative
e)To promptly pay any subscription levied by the Centre in accordance with the schedule determined by the Centre.
f)To familiarise themselves with this constitution and with the policies and any other rules made by the Management Committee.
g)Actively involve themselves in the Centre’s committees and strategic activities in a manner that is consistent with the principles of mutual respect and natural justice.
h)Provide informed and considered input into determining the Centre’s direction and decisions.
APPLICATION AND APPROVAL PROCESS:
8. (1) All applications will be submitted to and considered by the Management Committee through a process decided and published by the Management Committee and tabled at a general meetings from time to time.
(2) The Management Committee will determine the outcome of each application in accordance with the eligibility provisions of rule 6.
(3) A decision not to accept an application for membership may be appealed using the Dispute Resolution Process set out in rule 23.
(4) Life Membership: A recommendation can be made to the Management Committee at any time for Life Membership and the Management Committee makes a final discretionary determination on awarding a Life Membership.
REGISTER OF MEMBERS OF ASSOCIATION
9. (1) The Management Committee will ensure that a Members’ Register is kept and updated on a regular basis. The register will be the basis of eligibility to vote at all general meetings and will contain:
a)The name of the member
b)The date of approval of membership
c)The address and contact details of the member for service of notices
d)For organisational members, the name of their appointed representative
(2) The register may be kept electronically, but must be easily accessible for inspection by members and kept at the Centre offices.
(3) The Secretary must remove the name of a person who dies or who ceases to be a member from the Register of Members.
SUBSCRIPTIONS OF MEMBERS OF ASSOCIATION
10.(1) The members may from time to time at a general meeting determine the amount of subscription levy to be paid by each member for the following financial year.
(2) Membership renewal is due 1st July each year.
(3) A member whose subscription is not paid within 3 months of the due date, ceases to be a member unless the Management Committee decides otherwise.
(4) Life time members are not required to pay an annual subscription.
SUSPENSION AND TERMINATION OF MEMBERSHIP OF ASSOCIATION
11. (1) Any member may at any time, by giving notice to the Secretary, resign from their membership of the Centre.
(2) A member may be suspended or terminated as a member if that member:
a)Resigns by notice in writing to the Secretary. Membership ceases one month after delivery of that notice.
b)Dies.
c)Does not pay the subscriptions set in accordance with rule 10, within three months of the date of the notice sent to the member at the member’s address recorded in the membership register.
d)Ceases, to be eligible for membership due to a breach of this Constitution or of any policy or rule made by the Management Committee.
e)Ceases to meet the member obligations set out in rule 7 (3) or, in the opinion of the Management Committee, behaves in a manner detrimental to the Centre, its members and its clients.
f)Is an organisational member and goes into liquidation or bankruptcy.
(3) When a member is to be suspended or terminated from membership under clause 2, the member will be provided with:
a)Notice of the proposed suspension or termination.
b)7 days clear notice of the date on which the Management Committee will consider the suspension or removal from membership.
c)Full details of the grounds upon which the suspension or removal from membership is being proposed
d)An opportunity to present reasons why the suspension or termination should not occur.
(4) The Management Committee may appoint a day for the hearing for the matter of which the required notice (see sub rule 3b) will be given to that member.
(5) At the hearing, the Management Committee will fully appraise the member of the particular reasons why his or her expulsion is contemplated, and give that member a reasonable opportunity to present material relevant to the matter.
(6) If, after the hearing, the Management Committee is satisfied beyond reasonable doubt that the matter is of sufficient gravity to warrant it, it may resolve to expel the member from the Centre.
(7) Notwithstanding any resolution of termination, the member remains liable to pay to the Centre, all monies being due and owing to it by the member.
(8) If the expelled member of the Association is also a Centre staff member, their continued employment with the Centre will be determined by the Management Committee at the same time as their expulsion from the Association.
COMMITTEE OF MANAGEMENT
12.(1) The affairs of the Centre is vested in the Committee of up to seven person to be elected annually at an Annual General Meeting, and which is hereinafter called “the Management Committee”.
(2) Subject to sub-rule9, the affairs of the Centre will be managed exclusively by a Committee of Management consisting of-
a) a Chairperson;
b) Deputy-Chairperson;
c) the ordinary members,
all of whom must be members of the Association.
(3) The ordinary members of theManagement Committee will include one staff representative, with voting rights, who is elected annually by all staff. No other staff member can be a member of the Management Committee, subject to 12(5).
(4) If any other Management Committee member becomes an employee of the Centre, they will resign from the Committee.
(5) The Centre Manager acts as Secretary to the Management Committee and does not have voting rights.
(6) The Management Committee will ensure:
a)All governance, financial, industrial and other appropriate laws, regulations and standards are adhered to;
b)An appropriate person is employed as Centre Manager
c)Appropriate strategic plans are developed and implemented within the broad parameters set at General Meetings; and
d)Appropriate operating policies and procedures are developed and maintained, consistent with the general policy developed by the members in general meeting
e)Sufficient bank signatories are authorised to make payments from Centre’s bank accounts. Daily operating accounts may include staff and Management Committee members as signatories.
f)Only authorised Management Committee members are able to make payments from the Centre’s cash management bank accounts.
(7) Once elected, the Management Committee must, as soon as practicable, select from itself the office bearers for the forthcoming year. The Management Committee may collectively exercise all or any of the powers of the Centre and may, from time to time, delegate the exercise of all or any of such powers to all or any of the office bearers and may, from time to time, revoke or modify the right of any office bearer to exercise any power.
(8) If a vacancy remains on the Committee after the application of rule 18 (8) or when a casual vacancy within the meaning of rule 17(1) occurs in the membership of the Committee-
a)the Committee may appoint a member to fill that vacancy; and
b)a member appointed under this sub-rule will -
- hold office until the election referred to in sub-rule (2); and
- be eligible for election to membership of the Committee, at the next following annual general meeting.
(9) The Management Committee may appoint sub-committees of members for a period not extending beyond the terms of office of the Management Committee appointed for the year during which the sub-committee is appointed, and delegated to each such sub-committees such authority as it thinks fit, with power to each sub-committee to co-opt any person or persons to serve on the sub-committee.
(10) the exercise by the Management committee, or any delegate of any power of the Centre is subject to disallowance, or modification, by a resolution of any general meeting of the members of the Centre.
DUTIES OF OFFICE BEARERS
In addition to their other responsibilities as Management Committee members, the office bearers have the following responsibilities:
Chairperson and Deputy Chairperson
13. (1) The Chairperson will preside at all General meetings and Committee meetings and will conduct all meetings in a proper manner, but may delegate that function to his or her deputy.
(2) In the event of the absence from a general meeting or a Committee Meeting of-
a)the Chairperson, the Deputy Chairperson; or
b)both the Chairperson and the Deputy Chairperson, a member elected by the other members present at the meeting will preside,