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Constitution
ASSOCIATIONS INCORPORATION ACT 1981
ARTHRITIS FOUNDATION OF VICTORIA INC.
STATEMENT OF PURPOSES
(As amended at April 2005 incorporating amendments passed at the Annual General Meeting held 27 April 2005)
1. To coordinate and integrate all relevant statewide resources and organisations in order to improve the comfort, independence and well being of people affected by arthritis or other musculoskeletal disorders.
2. To provide adequate funding for appropriate research and specific programs designed to reduce the burden of such diseases for present and future generations.
3. To increase the understanding of such diseases in the community through educational facilities.
4. To provide a range of services to people with such diseases throughout Victoria.
5. To conduct and fund research programs to discover the causes of, and to improve the methods of treating curing and preventing such diseases among those of all ages.
6. To develop, in coordination with universities, medical schools hospitals and other institutions, centres devoted to research and education with respect to, and treatment of, such diseases.
7. To establish fellowships scholarships and other study programs designed to increase the number of individuals qualified to conduct research with respect to, and to specialise in the treatment cure and prevention of such diseases.
8. To promote a program of medical education designed to increase the appreciation of the medical profession of the need to bring effective treatment to those suffering from such diseases.
9. To promote a program of general education designed to increase public appreciation and understanding of the social and human costs and burdens imposed by such diseases and what can and should be done to help alleviate control and prevent such diseases and their effects.
10. To foster client services as adjuncts or supplements to professional treatment to improve the quality of life of the client and his or her family.
11. To develop adequate provisions for the care and treatment of those suffering from such diseases.
12. To maintain and promote close relationships with any other organisation interested in such diseases including entering into agreement with subscribing to and assisting the aims and objects of any organisation having objects similar to any of the objects or purposes of the Foundation or whose operations contribute to the said objects or purposes.
13. To raise, disburse and administer funds in furtherance of the foregoing purposes.
14. Solely for the purpose of carrying out the foregoing purposes and not otherwise and without limiting the powers conferred by Section 16 Sub-sections (1) and (2) of the Act the Foundation has power:
i. To establish, subsidise, promote, cooperate with, enter or receive into union or affiliation, subscribe and donate to or become a member of, control, manage, superintend, lend money or give monetary assistance to or otherwise aid associations, institutions and organisations incorporated or not incorporated and whether within Victoria or elsewhere with objects or purposes similar to these purposes and which restrict the division of property among their respective members at least as strictly as does the Foundation.
ii. To purchase, take on lease or in exchange, hire or otherwise acquire or dispose of any lands, buildings, easements or property, real and personal, and construct or erect improvements thereon and manage, sell, lease or grant rights over the same or any portion or portions thereof. Provided that in case the Foundation shall take or hold any property which may be subject to any trusts the Foundation shall only deal with the same in such manner as is allowed by law having regard to the trusts.
iii. To carry on whether in Victoria or elsewhere and either alone or in partnership subject to the provisions of the Associations Incorporation Act 1981 and under such name as the Foundation thinks fit any trade or business and to discontinue the same from time to time.
iv. To create or arrange any scheme of superannuation retirement benefit or pension for the benefit of any person employed by the Foundation.
v. To promote, obtain and achieve any of the purposes of the Foundation by or through the facilities available in any public or private hospital, community health centre, established university, recognised medical scientific or research institute, council, faculty school or like institution and to make outright donations of money, apparatus and equipment and to give subsidies to the same.
vi. To arrange or provide monetary assistance for and establish scholarships and fellowships and make outright donations to students, medical practitioners, scientists and other persons for the purpose of research and study or for the purposes of teaching and demonstrating their professional skill in and knowledge of methods of diagnosis, prevention and treatment of arthritis and other musculoskeletal disorders.
vii. To grant awards for service to the Foundation.
viii. To make such grants to or in aid of or to make donations or give assistance to or make contracts with such individuals, trusts, corporations, associations, societies, institutions or other organisation or authorities whether within or outside the State of Victoria or may be necessary or desirable.
ix. To apply for and obtain any Act of Parliament in the State or the Commonwealth for the purpose of carrying out the purposes of the Foundation or any of them and to enter into any arrangements with State or Australian Government or authority supreme municipal local or otherwise that may seem conducive to the Foundation’s purposes or any of them and to obtain from such Government or authority any rights privileges or concessions which the Foundation may think it desirable to obtain and to carry out exercise and comply with any such arrangement right privileges or concessions.
x. To invest the money and funds of the Foundation subject to the provisions of the Trustee Act in any one or more of the investments following:
(a) upon mortgages of freehold property in any part of the Commonwealth of Australia;
(b) in the purchase of or advances upon public or Government securities of the Commonwealth of Australia or any of the States thereof;
(c) in the purchase of real estate of freehold tenure;
(d) in the purchase or acquisition of equities of redemption or any other outstanding interest in respect of any property the subject of a security held by the foundation under which default has been made;
(e) in advance upon the security of city municipal shire borough or other rates tolls or dues which may be authorised to be raised or charged by or under the authority of any Act of the Commonwealth or any State;
(f) in the purchase of or advances upon any bonds debentures mortgages or other securities of any city municipality shire or other public body corporation or company secured upon any undertakings or works or upon rates tolls or revenues leviable or obtainable thereout;
(g) in any shares in any company where such shares have been given or bequeathed to the Foundation and in pay calls on such shares or in taking up shares in new issues by any such company;
(h) in any authorised trustee investment from time to time permitted by law in the State of Victoria;
(i) upon deposit or current account with any bank in the Commonwealth of Australia.
xi. To borrow or raise or secure the payment of money in such manner as the Foundation may think fit and to secure the same or the repayment or performance of any debt liability contract guarantee or other engagement incurred or to be entered into by the Foundation in any way and in particular by the issue of debentures perpetual or otherwise charged upon all or any of the Foundation’s property (both present and future), and to purchase redeem or pay off any such securities.
xii. To make know and further the purposes and activities of the Foundation by the publication and distribution of papers, journals, and other publications and by advertising in any medium or by any means thought desirable.
xiii. As far as the law will permit and subject to the provisions of any relevant statute, rule, regulation or by-law and/or any licence issued in pursuance thereof to collect and raise funds and to solicit, receive, enlist and accept financial and other aid, subscriptions, donations and bequests from individuals, trusts, companies, associations, societies, institutions and other organisations or authorities and from Governments and public bodies and to conduct fundraising campaigns.
xiv. To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, warrants and other negotiable instruments.
xv. To construct, improve, maintain, develop, work, manage, carry out, alter or control any houses, buildings, grounds, works or conveniences which may seem calculated directly or indirectly to advance the Foundation’s interests, and to contribute to, subsidise or otherwise assist and take part in the construction, improvement, maintenance, development, working management, carrying out, alteration or control thereof.
xvi. To appoint, remunerate employ, remove or suspend such managers, clerks, secretaries, servants, workmen and other persons as may be necessary or convenient.
xvii. To promote establish superintend conduct control and assist branches committees and other forms of organisation and administration.
xviii. To consider originate promote and sponsor improvements in the laws relating to musculoskeletal disorders and people in any way directly or indirectly affected by such disorders.
xix. To undertake and execute any trusts either gratuitously or otherwise.
xx. To appoint from time to time whether with full or restricted powers of sub-delegation either with or without remuneration agents attorneys or other persons under power of attorney or otherwise within or without the State of Victoria and to review and cancel any or all such appointments or delegation and to remove any person so appointed.
xxi. To institute conduct defend or compromise proceedings either at law or in equity by or against the Foundation or its officers agents or employees.
xxii. To carry out all or any of the foregoing purposes and do all or any of the above things as principal agents contractor or trustee or otherwise and by or through trustees or agents or otherwise and either alone or in conjunction with others.
xxiii. To become a member of any corporation or unincorporated association if such membership is likely to benefit the Foundation.
xxiv. To do all such other things as are incidental or conducive to the attainment of the purposes of the Foundation.
AND IT IS FURTHER DECLARED THAT
To income and property of the Foundation, whencesoever derived shall be applied solely towards the promotion of the foregoing purposes of the Foundation, and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever, by way of profit to the members of the Foundation PROVIDED that nothing herein contained shall prevent the payment in good faith of remuneration, retiring allowances of superannuation benefits to any officers or servants of the Foundation or to any member of the Foundation in return for any services actually rendered to the Foundation or in the case of retiring allowances or superannuation benefits to the dependents of such persons nor for goods supplied in the ordinary and usual way of business, nor prevent payment of interest at a reasonable and proper rate on money borrowed from any member of the Foundation or reasonable and proper rent for premises demised or let by any member of the Foundation but so that no Director of the Foundation shall be appointed to any salaried office of the Foundation paid by fees and that no remuneration or other benefit in money or money’s worth shall be given by the Foundation to any Director except repayment of out-of-pocket expenses and interest at the rate aforesaid on money lent or reasonable and proper rent for premises demised or let to the Foundation.
ASSOCIATIONS INCORPORATION ACT 1981
ARTHRITIS FOUNDATION OF VICTORIA INC.
RULES
DEFINITIONS
1.1 In these rules the word “Act” shall mean the Associations Incorporation Act 1981, and any amendment thereto and the Regulations made thereunder by the Governor-in-Council.
1.2 The word “Incorporation” means incorporation pursuant to the Act.
1.3 The word “Foundation” used throughout these rules shall mean ARTHRITIS FOUNDATION OF VICTORIA INC.
1.4 The words “Chief Executive” mean the secretary, superintendent or other chief executive officer (however styled) of the Foundation and include any person acting in the place of such secretary, superintendent or officer.
1.5 The word “Board” means the Board of Directors of the Foundation elected in accordance with the provisions of these rules and shall have the same meaning as “Committee” in the Act.
1.6 The word “Member” shall mean a natural person or association or body incorporated or unincorporated afforded membership by virtue of these rules.
1.7 The word “Director” means “Member of the Board”.
1.8 The words “Casual Vacancy” mean (a) a vacancy on the Board caused by any member of the Board ceasing to be a member thereof otherwise than by the expiration of his/her period of office or (b) a vacancy not filled at an election of directors to the Board.
1.9 The words “special term” shall mean the term of office of a director who has been elected to fill a vacancy caused by the retirement of a director appointed to fill a casual vacancy pursuant to rule 9.7.
1.10 Words or expressions contained in these rules shall be interpreted in accordance with the provisions of the Acts Interpretation Act 1958 and the Act as in force from time to time.
SEAL
2.1 The Board shall provide for the safe custody of the Common Seal of the Foundation. The Seal shall not be affixed to any deed, instrument or writing except by order of the Board. Details of the affixing of the Seal shall be recorded in a book kept for that purpose.
2.2 The Seal shall be affixed in the presence of two Directors (one of whom shall be an office bearer) and the Chief Executive who shall testify by their signatures that the Seal has been duly affixed.
MEMBERS
3.1 The members shall consist of:
a. Ordinary members
and
b. Association Members.
3.2 The Chief Executive shall keep and maintain a register of members in which shall be entered the full name address and date of entry of each member and the register shall be available for inspection by members at the office of the Foundation.
ORDINARY MEMBERS
4.1 A natural person who or a corporation which applies for membership of the Foundation and is admitted to membership by the Board shall be an ordinary member.
4.2 The Board may determine from time to time what fees shall be payable by an ordinary member, may divide the membership of ordinary members into different classes and may determine from time to time what fees shall be payable by the members of each class.
4.3 If an ordinary member shall have refused or neglected to pay to the Foundation within sixty days of their becoming due such fees as shall be payable to the Foundation such member shall at the expiration of the said period of sixty days cease to be a member of the Foundation.
4.4 If any ordinary member has refused or neglected to comply with the provisions of these rules or has acted prejudicially to the Foundation the Board may expel such member from membership of the Foundation.
ASSOCIATION MEMBERS
5.1 The Board may admit to membership of the Foundation as an “Association Member” any association or body incorporated or unincorporated having objects or any of them which are consistent with the objects of the Foundation. The Board may determine from time to time what fees shall be payable by any such association or body incorporated or unincorporated desiring to become an association member.
5.2 The Board may prepare rules which shall be operative in respect of any association member and may change such rules at will.
5.3 An association member shall have the right in its name style or title to refer to its membership of the Foundation.
5.4 If an association member has refused or neglected to comply with the provisions of these rules or is in breach of any of the rules prepared pursuant to rule 5.2 hereof or has acted prejudicially to the Foundation the Board may expel such association member from membership of the Foundation.
MEETINGS OF MEMBERS
6.1 Subject to Section 30 (1) of the Act, the annual general meeting of members shall be held within four months of the end of the preceding financial year on such day as shall be fixed by the Board, for the following purposes:
a. to confirm the minutes (if not already confirmed) of the previous annual general meeting and special meetings, if any, no discussion being permitted thereupon except as to their accuracy:
b. to receive the report of the Board and audited statements of accounts in accordance with Section 30(3) of the Act;
c. to announce the result of the ballot for election of Directors;
d. to elect an auditor or auditors to hold office until the day of the following annual general meeting; and
e. for the transaction of any business of which at least seven (7) days’ notice has been given to members.
6.2 The Chief Executive shall advertise all Annual General Meetings of members at least forty-two (42) days and all Special Meetings at least twenty-one (21) days before the day on which the Meeting is to be held in a daily newspaper circulating generally in an around the City of Melbourne.
6.3 The advertisement calling the annual general meeting shall state the names of the members of the Board who will retire at such meeting and the number and kind of vacancies to be filled, and that nominations for appointment as auditor and as members of the Board require to be delivered to the Chief Executive at least thirty-five days (35) before the day of the annual general meeting.
6.4 If the candidates nominated for election are equal to the number of vacancies required to be filled and if such number of vacancies does not include any special term vacancies the chair shall at the annual general meeting declare the persons so nominated to be elected to the Board.
6.5 If the number of candidates nominated is less than the total number of vacancies to be filled and is also less than the number of vacancies after excluding any special term vacancies the chair shall at the annual general meeting declare the persons so nominated to be elected accordingly and a casual vacancy or vacancies as the case may be shall be deemed to occur at the conclusion of the annual general meeting with respect to the remaining number of vacancies required to be filled.
6.6 If the number of candidates nominated for election exceeds the number of vacancies to be filled then a postal ballot shall be held which postal ballot shall be conducted as a secret ballot and in the manner hereinafter provided. Such ballot shall be held before the day of the annual general meeting and results of such ballot shall be announced by the chair at such meeting and the persons elected by such poll shall be deemed to have been elected at the annual general meeting.
6.7 If the number of candidates nominated for election is equal to the number of vacancies to be filled but the number of vacancies includes one or more special term vacancies then such special term vacancies shall be filled by the candidates if any who have retired in accordance with the provisions of 9.7 to the result that each special term vacancy to be so filled shall be filled by the candidate in relation to whose retirement that special term vacancy has occurred and in the event of any special term vacancy not being filled then those candidates who shall fill the remaining vacancies including the special term vacancies shall be determined by agreement between the remaining candidates or failing agreement shall be determined by lot.
6.8 If the number of candidates nominated for election is less than the total number of vacancies to be filled by exceeds the number of vacancies to be filled after excluding any special term vacancies then a casual vacancy or vacancies shall be deemed to occur with respect to the appropriate number of special term vacancies commencing with those with the shortest term and in relation to the other vacancies the provisions of rule 6.7 shall apply.
6.9 If required by the board or upon the requisition in writing by not less than six directors or of twenty members of the Foundation the Chief Executive shall convene a Special Meeting of members; the occasion for calling that meeting shall be stated in the requisition and no business shall be transacted at any Special Meeting except that for which it shall have been convened and the confirmation of the minutes of any previous Special meeting.
6.10 a. Not less than twenty of the members shall form a quorum at any annual or special general meeting. If a quorum does not assemble and proceed to business within one hour of the time fixed for the meeting no election shall be made nor shall any business be done at that meeting.
b. In such event, the meeting shall stand adjourned and there shall be another meeting at the same place and at the same time on the same day in the following week; and at this meeting any number of members exceeding seven shall constitute a quorum.
6.11 At every general meeting the President, or in his/her absence or if he/she elects to stand down the Vice President shall preside as Chair, but if neither of these office-bearers is present, the members present shall choose one of their number to be Chair at that meeting.
6.12 A minute book shall be kept in which shall be recorded minutes of all general meetings. Such minutes, if purporting to be signed by the Chair of the meeting at which the proceedings were held, or by the Chair of the next succeeding general meeting, shall be evidence of the proceedings and such meeting shall be deemed to have been duly convened and held, and the resolutions recorded in the minutes duly passed or otherwise as recorded.
VOTING AT MEETINGS OF MEMBERS
7.1 Each ordinary member who is not less than eighteen years of age and each association member shall be entitled to one vote and may at any meeting of members give his/her vote in person or, in the case of an association member or a corporate member, by a representative duly accredited to the chair of the meeting or in the case of a poll by postal voting paper as prescribed in these rules, but not by proxy.
7.2 At all meetings of members, all questions except those involving contested elections shall be decided by a show of hands unless before or on the declaration of the result, a division is demanded by any member qualified to vote, in which event it shall be decided by a division. A declaration by the Chair that a resolution has, on a show of hands, been carried or otherwise, and an entry to that effect in the minutes of the meeting, shall be conclusive evidence of the fact: provided, however, that where a majority of members present and qualified to vote so demand, any resolution shall be decided by poll as hereinafter provided.
7.3 At all meetings of members, the Chair shall have a deliberative vote and in the event of there being an equality of votes on any question shall have a casting vote also.
7.4 Where at any meeting of members a majority of those present and qualified to vote demand a poll on any resolution, the Chair of such meeting shall adjourn the meeting to a day to be fixed by him/her, but not less than twenty-one nor more than thirty days after the day of adjournment. On the day preceding that fixed for the adjourned meeting, a poll of all members qualified to vote on the resolution in respect of which the poll was demanded shall be taken. Notice, specifying the subject matter under consideration, and the day, place and time of polling shall be advertised in a newspaper circulating generally in and around the City of Melbourne not less than fourteen days before the day so fixed. The result of such poll shall be announced by the Chair at the adjourned meeting, and shall be deemed to be the resolution of the meeting at which the poll was demanded.
7.5 Where a poll is required to be taken the Chief Executive shall on the application of any member cause to be sent to such member within three days of receipt of such application a postal voting paper which shall be in such form as the Board may determine and which shall contain such words and symbols as shall enable members to state whether they vote for or against each motion and which shall state that completed voting papers must be received at the office of the Foundation at or before 5.00 o’clock in the afternoon on the date fixed for the taking of the poll.
DISPUTES AND MEDIATION
8.1 The grievance procedure set out in this rule applies to disputes under these rules between:
a. a member and another member; or
b. a member and the Foundation.
8.2 The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within 14 days after the dispute comes to the attention of all of the parties.
8.3 If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, then the parties must, within 10 days, hold a meeting in the presence of a mediator.
8.4 The mediator must be:
- a person chosen by agreement between the parties; or
- in the absence of agreement
(i) in the case of a dispute between a member and another member, a person appointed by the Board; or
(ii) in the case of a dispute between a member and the Foundation, a person who is a mediator appointed or employed by the Dispute Settlement Centre of Victoria (Department of Justice).
8.5 A member of the Foundation can be a mediator.
8.6 The mediator cannot be a member who is a party to the dispute.
8.7 The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.
8.8 The mediator, in conducting the mediation, must:
a. give the parties to the mediation process every opportunity to be heard; and
b. allow due consideration by all parties of any written statement submitted by any party; and
c. ensure that natural justice is accorded to the parties to the dispute throughout the mediation process.
8.9 The mediator must not determine the dispute.
8.10 If the mediation process does not result in the dispute being resolved, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.
OFFICE BEARERS AND BOARD
9.1 The management of the Foundation shall vest in the Board which shall direct all the affairs of the Foundation. The Board shall control the funds, shall provide all requisites for the use of the Foundation, may (subject to the Act and to these rules), appoint and discharge all paid officers and servants, including a chief executive however styled, and also any other person acting in the place of such chief executive. The Board may exercise all such powers of the Foundation as are not by the Act, or by these rules required to be exercised by the members in general meeting, subject nevertheless to the provision of the Act and of these rules and to the resolutions (not being inconsistent with the Act or these rules) which may be passed by the members in general meeting, provided that no such resolution shall invalidate any prior act of the Board which would have been valid if that resolution had not been passed.
9.2 The Board shall consist of twelve (12) ordinary members being natural persons elected from their number and such ordinary members being natural persons not exceeding four (4) at any time as may be appointed by the Board from time to time for such terms not exceeding three years respectively as may be determined by the Board.
9.3 An ordinary member being a natural person may be elected to any elective office of the Foundation but no person shall be so elected unless he/she is over the age of eighteen years and at least thirty-five days before the day of the annual general meeting there has been delivered to the Chief Executive, a written nomination of such person to such office signed by at least two members and also the written consent of such person to act in such office.
9.4 Nominations of candidates for election as directors shall contain the following information:
a. name
b. residential address
c. the name of each nominator
d. the residential address of each nominator.
9.5 The nomination of a candidate for election as a director may include the following information, not exceeding 150 words in length, in addition to the information supplied pursuant to rule 9.4:
a. service to the Foundation
b. service to the community and
c. any special interests.
9.6 On the day of the Annual General Meeting of members in each year the following directors shall retire from office but subject to the Act and to these rules shall be eligible for re-election:-
a. The directors who have held office under these rules for a total period of three (3) years or more without being re-elected;
b. Those directors appointed by the Board under these rules to fill a casual vacancy;
c. Those directors who are required to retire pursuant to rule 9.7.
9.7 A director elected to fill a vacancy created by the retirement of a director pursuant to rule 9.11 shall retire from office on the day of the third annual general meeting following the election of the director in relation to whom the casual vacancy occurred.
9.8 The Board shall at its first meeting after the Annual General Meeting in each year appoint from its members a President, a Vice President and a Treasurer.
9.9 The President, Vice President and Treasurer shall hold office until the day of the annual general meeting next succeeding their appointments when they shall retire but may be reappointed.
9.10 In the event of a casual vacancy resulting in a vacancy in the office of President, Vice President or Treasurer, or any elective office, the Board may appoint to the vacant office some person qualified to hold the same and the person so appointed shall continue in office up to and including the day of the annual general meeting next following.
9.11 In the event of any casual vacancy in the office of any director, the remaining directors may select to fill the vacancy an ordinary member of the Foundation who is eligible to be a director, and any member so appointed shall retire on the day of the annual general meeting next following his/her appointment but may be re-elected.
9.12 No director shall be appointed to or retain any paid office of the Foundation whilst he/she is a director.
9.13 No remuneration or other benefit in money or moneys worth (including remuneration for the supply of goods or services) shall be incurred or given to any Director except as it expressly provided in the Statement of Purposes.
9.14 Any director who has either directly or indirectly an interest in any contract or arrangement made or proposed to be made by the Foundation shall disclose his/her interest at the first meeting of the Board after he/she becomes aware of such interest.
9.15 No director shall remain present at any meeting of the Board or any sub-committee during any consideration or discussion of, or the taking of any vote on any question with respect to any contract or arrangement in which he/she is interested as aforesaid.
CONDUCT OF POLL FOR ELECTION OF BOARD
BALLOT
10.1 If a postal ballot shall be required then the Board shall cause to be sent to all members at least twenty-one days prior to the date of the annual general meeting a ballot paper which shall be in such form as the Board may from time to time determine and which shall contain the following particulars:
a. the number of vacancies for directors in relation to which postal ballot is required including particulars of any special term vacancies and
b. the name of each candidate for election as a director with a square opposite his/her name.
10.2 The order in which the names of the candidates for election to vacancies on the Board appear on the ballot paper shall be determined by lot.
10.3 Each ballot paper shall be accompanied by a statement which shall contain the following particulars:
a. the date on which the completed ballot paper must be received at the office of the Foundation;
b. in relation to each candidate for election as a director:
(i) name;
(ii) residential address;
(iii) any information furnished by the candidate pursuant to the provisions of rule 9.5.
10.4 Members voting on the ballot paper shall indicate the order of their preference by writing numbers opposite the names of one or more candidates and a number written opposite the number of a candidate shall indicate preference for that candidate over all candidates opposite whose names a higher number or no number is written and the same number or no number opposite the names of two or more candidates shall indicate that the member voting considered those candidates of equal merit.
10.5 Only such completed ballot papers as are received at the office of the Foundation prior to five o’clock in the afternoon of the same day of the week preceding the annual general meeting as the day on which the annual general meeting is to be held shall be counted.
10.6 In all cases in which a postal ballot is conducted the Board shall at least seventeen days prior to the annual general meeting appoint from amongst the members or staff of the Foundation a returning officer who shall be provided with:
a. All such assistance from the officials and staff of the Foundation as he/she may require; and
b. a list of all members qualified to vote.
10.7 The returning officer shall be solely responsible for the conduct of the ballot and for the opening of ballot papers and for the calculation of votes and shall report the result of the postal ballot to the President prior to the annual general meeting, and the President shall, at the meeting, declare the names of those candidates for election as Board members who have been elected.
10.8 In calculating votes the returning officer shall adopt the following method of computation namely:
a. the returning officer shall determine whether there is any candidate to whom every other candidate is preferred by a majority of electors. Such candidate shall then be eliminated. The returning officer shall then make a further determination or determinations with respect to the remaining candidates until he/she finds either that there are only as many candidates as there are vacancies in which event such candidates shall be declared elected or that there is no candidate to whom all the other candidates not eliminated is preferred by a majority of the electors in which event the remaining provisions of this rule shall take effect;
b. where at any stage of the counting of votes there are more candidates than vacancies and no candidate to whom a majority of the electors prefer every other candidate the returning officer shall proceed as follows:
(i) for all vacancies there shall be one process of counting the votes cast (hereinafter in this rule called the “ballot”) and all candidates save those (if any) already elected or eliminated under sub-clause (a) of this rule shall contest the ballot;
(ii) each contesting candidate shall in respect of each voter be awarded one point for each other contesting candidate who is preferred after him/her by that voter and one half point for each other contesting candidate whom the voter considers of equal merit. The points of each contesting candidate shall be totalled and the vacancies shall be filled by the candidates with the highest totals of points, in order of points awarded and in accordance with rule 10.9. If two contesting candidates have equal totals of points that candidate preferred as between himself/herself and the other by a majority of the electors shall be deemed to be the candidate with the highest total of points as between himself/herself and the other. If two candidates have the equal total of points and as between themselves are each preferred by one half of the electors or if three or more candidates have equal totals of points the candidate deemed to be the candidate with the higher or highest total of points as between himself/herself and the other or others shall be determined by lot; and
(iii) at any stage of the scrutiny the returning officer may adopt any modification which is the mathematical equivalent of the portion of the process for which it is substituted.
10.9 Vacancies on the Board shall be filled in the manner provided in rule 10.8 in the following order namely:
a. firstly vacancies which are not special term vacancies;
b. secondly special term vacancies for a two year term; and
c. thirdly special term vacancies for a one year term.
10.10 The accidental omission to send a ballot paper to any member or the failure of any member to receive any such ballot paper shall not invalidate the result of such ballot.
10.11 If any aggrieved member wishes to dispute the validity of any election, he/she shall, within seven days after the declaration of the result of such election, give notice in writing to the Board stating the grounds of his/her complaint. The Board may thereupon either itself investigate the complaint or may appoint a sub-committee for the purposes. After hearing the complaint, the Board shall determine the matter and its decision thereon shall be final.
MEETINGS OF THE BOARD
11.1 The Board shall meet on the day of each Annual General Meeting after the conclusion of that meeting, or on the next business day, at the office of the Foundation and thereafter at lease six times in each year at such time as the Board may from time to time determine.
11.2 Any director who is absent from three consecutive meetings without acceptable reason or leave of absence shall at the discretion of the Board forfeit his/her place on the Board.
11.3 Meetings of the Board may be convened by the President or any four directors or by the Chief Executive at the request of a Director.
11.4 Written notice of each meeting save and except the first meeting to be held on the first business day after the Annual General Meeting for which meeting no notice shall be required, shall be served on each director by delivering it to him/her before the meeting or by sending it to him/her by post in a prepaid letter addressed to his/her usual or last known place of abode in time to reach him/her seven days prior to the meeting being held. Failure by any director to receive due notice of any meeting of the Board shall not invalidate the proceedings of that meeting.
11.5 One-third of the directors but not less than four shall form a quorum at any meeting of the Board. No business shall be transacted unless a quorum is present and if within half an hour of the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned. In such cases the Chief Executive shall call another meeting to be held not more than ten (10) days hence and subject to the aforementioned requirements the business of the adjourned meeting may be conducted.
11.6 At all meetings of the Board a director selected by the Board shall preside and failing such selection the President or in his/her absence or if he/she elects to stand down the Vice President shall preside.
11.7 All questions arising at any meeting of the Board shall be decided by a show of hands or, if demanded by a director by a division. Each director shall have one vote. The Chair shall have a deliberative vote and in the event of an equality of votes on any question shall have a casting vote also.
11.8 Minutes shall be kept of the proceedings at all meetings of the Board.
11.9 The Board shall prepare and lay before the members at each annual general meeting a general report of the affairs of the Foundation together with statements of accounts duly audited, for the financial year preceding the day of such meeting.
11.10 For the purposes of these rules the office of a member of the Board becomes vacant if that member:
a. ceases to be a member of the Foundation
b. becomes bankrupt or is declared insolvent
c. resigns his/her office by notice in writing given to the Chief Executive
d. is removed under Rule 11.2 or 16.1
11.11 The Board may make such rules, not being inconsistent with the Act or with these rules, as it may deem fit to govern the detailed administration of the Foundation.
COMMITTEES OF THE BOARD
12.1 The Board may at any time appoint any standing or other sub-committee consisting of not less than two directors as it may think fit, and may prescribe the functions of any such sub-committee. Each sub-committee shall have power to appoint its own chair being a director and to co-opt persons to serve on it and such co-opted persons shall be entitled to vote. The President and Vice President shall be ex-officio members of all sub-committees.
12.2 The Board shall appoint a Professional Advisory Committee consisting of members which shall offer advice on medical and scientific matters pertaining to the purposes of the Foundation.
CHIEF EXECUTIVE
13.1 The Board shall appoint a Chief Executive to serve on such terms and conditions as to salary terms or employment functions and duties as the Board shall determine. The Chief Executive shall record in proper form Minutes of the proceedings and resolutions of Annual and Special Meetings and other Meetings of the Foundation and Board and reports and recommendations of any sub-committee.
13.2 The Chief Executive shall be responsible for dealing with correspondence of the Foundation and for the proper custody of all documents of the Foundation in accordance with any directions given from time to time by the Board.
13.3 The Chief Executive shall be the public officer for the purposes of the Act.
TREASURER
14. The Treasurer shall:
a. be responsible for receipt of all moneys on account of the Foundation and the issues of official receipt. Such moneys shall be deposited without delay to the credit of the Foundation in such bank or banks as the Board may from time to time determine and if not required for immediate use of the Foundation shall be invested as permitted by the Statement of Purposes; and
b. keep correct accounts and books showing the financial affairs of the Foundation with full details of all receipts and expenditure connected with the activities of the Foundation.
FINANCE
15.1 All accounts shall be paid by cheque and no payments shall be made without the authority of the Board.
15.2 All cheques drawn shall be signed by any two the President Chief Executive or Treasurer or any one of them with one of such other directors or staff members as may from time to time be appointed by the Board.
15.3 The accounts and books referred to in rule 14.b. shall be available for inspection by members.
REMOVAL OF A DIRECTOR
16.1 The Foundation in general meeting may be resolution remove any director before the expiration of his/her term of office and appoint another member in his/her stead and the vacancy caused by such removal shall be deemed to be a casual vacancy.
16.2 After notice of the general meeting and a proposed resolution referred to in rule 16.1 the director sought to be removed may make representations in writing to the Chief Executive or President of the Foundation and such representations shall be notified to members at the said meeting.
AUDITOR
17.1 An Auditor or Auditors shall be elected at the Annual General Meeting each year and shall hold office until the next Annual General Meeting. In the event of a casual vacancy in the office of Auditor, the Board may temporarily appoint to such office some person qualified to hold the same; and the person so appointed may continue in office until immediately before the next Annual General Meeting. The fees and expenses of an Auditor of the Foundation shall be fixed by the Board.
17.2 An Auditor shall be a member of the Institute of Chartered Accountants in Australia or the Australian Society of Accountants or any other body prescribed pursuant to the Corporations Law and registered as an auditor under Section 1280 of that Law.
17.3 The Auditor shall have access to the books and accounts of the Foundation at all times and shall make such reports as he/she considered necessary direct to the Board.
17.4 The Auditor shall make a report to the members in general meeting and to the Board on every balance sheet and statement of income and expenditure laid before such general meeting during his/her term of office and shall state in his/her report whether in this opinion:
a. the balance sheet (with notes thereto) and statement of income and expenditure are properly drawn up so as to give a true and fair view of the state of the Foundation’s financial affairs for the preceding year and of the financial results of its services for the said period;
b. the accounting and other records examined by him/her have been properly maintained.
17.5 The Auditor may, if he/she considers it desirable to do so, make a report direct to the members in general meeting on any other matter coming within the scope of his/her duties. When the Auditor makes such a report, he/she shall at the same time submit a copy thereof to the Board for information.
AUXILIARIES
18.1 The Board may promote the formation of such Auxiliaries as it deems expedient and may authorise the raising of funds by such auxiliaries for the purposes of the Foundation. The Board may withdraw any such authority given.
18.2 The purpose/s to which funds raised by auxiliaries are applied shall be decided by the Board.
18.3 The Board shall determine the policies and rules of authorised auxiliaries, including rules for the appointment of an auditor and provision of reports (at least annually) to the Board.
BRANCHES
19.1 The Board may promote the formation of a Branch or Branches.
19.2 a. Members of a Branch shall be members of the Foundation;
b. A member of a Branch shall be bound by this Constitution.
19.3 a. The affairs of a Branch shall be managed by a Branch Committee;
b. The first members of that Branch Committee may be appointed by the Board;
c. The Branch Committee shall consist of a President, an Honorary Treasurer, an Honorary Secretary and two Committee Members.
19.4 The provisions of this Constitution shall apply mutatis mutandis to a Branch.
19.5 A branch may be disbanded by special resolution of a general meeting of which not less than twenty-one days written notice has been given to the branch proposed to be disbanded. Any assets which remain after full settlement of all the debts and liabilities of the Branch shall be transferred to the Foundation.
AMENDMENT
20.1 These rules or the Statement of Purposes of the Foundation may be amended by special resolution in accordance with Section 22 of the Act Provided that the following provisions shall not be altered without the consent of the Minister administering the Act –
a. Rule 22.2
b. Rule 24.2 if the rule as altered would be inconsistent with sub-paragraph 51(4)(a)(ii) of the Act.
ANNUAL RETURNS
21. The Chief Executive shall within one month following the date of each annual general meeting forward to the Registrar of Incorporated Associations:
(i) the Annual Report
(ii) an audited statement of the financial affairs of the Foundation including any trust of which the Foundation was a trustee during a period, being the whole or any party of the last financial year;
(iii) a certificate signed by a person who attended the meeting, being a member of the Board of the Foundation, to the effect that the statement has been submitted to the members at the annual general meeting of the Foundation;
(iv) a statement of the terms of any resolution passed at the annual general meeting concerning that statement;
(v) the prescribed fee (if any).
FUNDS
22.1 Finance shall be obtained form members’ subscriptions, endowments, grants, public subscription, voluntary contribution, fund raising efforts and other lawful means.
22.2 The Foundation may trade subject to and in accordance with the provisions of Section 51 of the Act.
DISTRIBUTION OF ASSETS
23. The assets and income of the Foundation shall be applied solely in furtherance of its purposes and no portion shall be distributed directly or indirectly to its members except as bona fide compensation for services rendered or expenses incurred on behalf of the organisation.
DISSOLUTION
24.1 If, at any Annual or other General Meeting of the members, a resolution for the dissolution of the Foundation (whereof all members shall have had at least the notice prescribed by these rules) shall be passed by a majority of least three-fourths of the members then present, the Board shall proceed to realise the property of the Foundation. Any and all assets remaining after full settlement of all just debts and liabilities incurred by the Foundation shall be disposed of by gift or transfer to such other institution or institutions, organisation or organisations, having objects wholly or in part similar to the purposes of this Foundation as may be specified in the resolution. If and so far as effect cannot be given to the aforesaid provision, then such remaining assets shall be given or transferred to some charitable object to be decided by the Foundation.
Such resolution must specify that the net assets remaining after the payment of all liabilities shall be transferred to a fund approved under Section 78(1)(a)(i) or (ii) of the Income Tax Assessment Act 1936 as amended.
24.2 In the event of the winding-up or dissolution of the Foundation, none of its assets shall be distributed otherwise than for a charitable purpose.