CANBERRA SENIORS CENTRE INC CONSTITUTION
PART 1 — Preliminary
4 Membership qualifications
4A Associate membership
5 Membership entitlements not transferable
6 Cessation of membership
7 Resignation of membership
8 Fees, subscriptions etc.
9 Register of members
10 Rights of members
11 Members’ liabilities
12 Disciplining of member
13 Right of appeal of disciplined member
14 Powers of the board
15 Composition and membership
16 Election of board members
18 Vice President
22 Removal of board members
23 Board meetings and quorum
24 Delegation by board to subcommittees
25 Voting and decisions
26 Conflict of interest
27 Annual general meeting – holding of
28 Annual general meeting – calling of and business at
29 General meetings – calling of
31 General meetings – procedure and quorum
33 Making of decisions
35 Appointment of proxies
36 Chief Executive Officer
37 Financial year
38 Funds – source
39 Funds – management
40 Alteration of objects and rules
41 Common seal
42 Custody of books
43 Inspection of books
44 Service of notice
45 Surplus property
Appendix : Form of appointment of proxy
PART I – PRELIMINARY
The name of the association is “Canberra Seniors Centre Incorporated”
The sole purpose of the Association is to pursue charitable objects. These charitable objects include (but are not limited to):
(a) Providing a range of services to seniors in need by maintaining on its premises a club for senior citizens.
(b) Providing additional services as the board may from time to time decide to promote for the welfare of senior citizens in need.
(c) Initiating, developing, conducting or sponsoring activities promoting a healthy and fulfilling lifestyle for seniors.
(d) Improving the health and wellbeing of seniors.
(e) Informing and advising governments and the community of seniors’ needs: and
(f) Doing all such things as are incidental to the carrying out of the above objects.
(1) In this constitution, unless a contrary intention appears –
“financial year” means the year ending on 30 June;
“member” means a member, however described, of the association;
“ordinary board member” means a member of the board who is not an office-bearer of the association as referred to in subclause 15(2);
“Secretary” means the person holding office under this constitution as secretary of the association or, where no such person holds that office, the public officer of the association;
“the Act” means the Associations Incorporation Act 1991;
“the Regulations” means the Associations Incorporation Regulations.
(2) In this constitution –
(a) a reference to a function includes a reference to a power, authority or duty; and
(b) a reference to the exercise of a function includes, where the function is a power, authority or duty, a reference to the exercise of the power or authority or the performance of the duty.
(3) The provisions of the Interpretation Act 1967 apply to and in respect of this constitution in the same manner as those provisions would so apply if this constitution were an instrument under the Act.
PART II – MEMBERSHIP
A person is qualified to be a member if the person –
(a) has reached the age of 50 years, and
(b) has applied in writing on the association’s form and has lodged such form with the Secretary together with the current year’s membership subscription.
4A. Associate membership
A limited class of associate membership shall be open to persons –
(a) who are between the ages of 40 and 50,
(b) who have applied in writing on the association’s form,
(c) whose admission as members will not increase the total number for the time being of associate members beyond ten per cent (10%) of the total number for the time being of ordinary members, and
(d) who on being notified of acceptance of their application have paid the current year’s membership subscription.
Associate members shall have the same rights and privileges and be bound by the same rules as ordinary members.
4B. Co-opted Persons.
A person who is appointed by the Board to serve as a Board member for a period of up to 2 years shall be deemed a member of the association.
A right, privilege or obligation which a person has by reason of being a member of the association –
(a) is not capable of being transferred or transmitted to another person; and
(b) terminates upon cessation of the person’s membership.
A person ceases to be a member of the association if the person –
(b) resigns from membership of the association;
(c) is expelled from the association; or
(d) fails to renew membership of the association by paying the current year’s membership subscription.
(1) A member is not entitled to resign from membership of the association except in accordance with this clause.
(2) A member who has paid all amounts payable by the member to the association may resign from membership of the association by giving notice of resignation to the Secretary. Such notice of resignation shall be brought before the board at the next following board meeting and if approved the member ceases to be a member.
(3) Where a person ceases to be a member, the Secretary shall ensure that an appropriate entry is made in the register of members recording the date on which the member ceased to be a member.
(1) The annual membership fee of the association is such amount as is determined from time to time by resolution of the board.
(2) The annual membership fee is due and payable on 1 July in any calendar year.
In accordance with the Act and the Regulations thereunder the Secretary shall ensure that a register is maintained which contains the name and contact details of each member with the date on which the person became or ceased to be a member of the association. The board shall have regard to the privacy legislation in dealing with any request for access to the register.
All members may –
(a) vote at general meetings of the association, and
(b) be eligible for election to the board.
The liability of a member to contribute towards the payment of the debts and liabilities of the association or the costs, charges and expenses of the winding up of the association is limited to the amount, if any, unpaid by the member in respect of membership of the association as required by clause 8.
(1) Where the board is of the opinion that a member –
(a) has persistently refused or neglected to comply with a provision of this constitution; or
(b) has persistently and wilfully acted in a manner prejudicial to the interests of the association,
the board may, by resolution –
(c) expel the member from the association; or
(d) suspend the member from such rights and privileges of membership of the association as the board may determine for a specified period.
(2) A resolution of the board under subclause (1) is of no effect unless the board, at a meeting held not earlier than 14 days and not later than 28 days after service on the member of a notice under subclause (3) confirms the resolution in accordance with this clause.
(3) Where the board passes a resolution under subclause (1), the Secretary shall, as soon as practicable, cause a notice in writing to be served on the member –
(a) setting out the resolution of the board and the grounds on which it is based;
(b) stating that the member may address the board at a meeting to be held not earlier than 14 days and not later than 28 days after service of the notice;
(c) stating the date, place and time of that meeting; and
(d) informing the member that the member may do either or both of the following:
(i) attend and speak at that meeting;
(ii) submit to the board at or prior to the date of that meeting written representations relating to the resolution.
(4) Subject to section 50 of the Act, at a meeting of the board mentioned in subclause (2), the board shall –
(a) give to the member mentioned in subclause (1) an opportunity to make oral representations;
(b) give due consideration to any written representations submitted to the board by that member at or prior to the meeting; and
(c) by resolution determine whether to confirm or to revoke the resolution of the board made under subclause (1).
(5) Where the board confirms, in accordance with subclause (4), a resolution made under subclause (1), the Secretary shall, within 7 days after that confirmation, by notice in writing inform the member of that confirmation and of the member’s right of appeal under clause 13.
(6) A resolution confirmed by the board in accordance with subclause (4) does not take effect –
(a) until the expiration of the period within which the member is entitled to appeal against the resolution where the member does not exercise the right of appeal within that period; or
(b) where within that period the member exercises the right of appeal, unless and until the association confirms the resolution in accordance with subclause 13(4).
(1) A member may appeal to the association in general meeting against a resolution of the board which is confirmed under subclause 12(4), within 7 days after notice of the resolution is served on the member, by lodging with the Secretary a notice to that effect.
(2) Upon receipt of a notice under subclause (1), the Secretary shall notify the board which shall convene a general meeting of the association to be held within 21 days after the date on which the Secretary received the notice or as soon as possible after that date.
(3) Subject to section 50 of the Act, at a general meeting of the association convened under subclause (2) –
(a) no business other than the question of the appeal shall be transacted;
(b) the board and the member shall be given the opportunity to make representations in relation to the appeal orally or in writing, or both; and
(c) the members present shall vote by secret ballot on the question of whether the resolution made under subclause 12(4) should be confirmed or revoked.
(4) If the meeting passes by at least three-quarters of the votes of those members voting in person or by proxy a resolution in favour of the confirmation of the resolution made under subrule 12(4), that resolution is confirmed.
PART III – THE BOARD
(1) The board, subject to the Act, the Regulations, this constitution, and to any resolution passed by the association in general meeting –
(a) shall control and manage the affairs of the association;
(b) shall appoint a Public Officer who (subject to the Act) shall retain that position until the board appoints a successor;
(c) may exercise all such functions as may be exercised by the association other than those functions that are required by this constitution to be exercised by the association in general meeting; and
(d) has power to perform all such acts and do all such things as appear to the board to be necessary or desirable for the proper management of the affairs of the association.
(2) The board shall have power from time to time to make such by-laws, rules, regulations and policies not inconsistent with this constitution as in the opinion of the board are necessary and desirable for carrying out the objects for which the association is formed and to amend or rescind from time to time any such by-laws, rules, regulations and policies.
(1) The board shall consist of –
(a) the office-bearers of the association, and
(b) up to 6 ordinary board members,
Each of whom shall be elected pursuant to clause 16 or appointed in accordance with subclause (4).
(2) The office-bearers of the association shall be –
(a) the President;
(b) the Vice-President;
(c) the Treasurer;
(d) the Secretary; and
(e) the Chief Executive Officer.
(3) Each member of the board shall, subject to this constitution, hold office until the conclusion of the annual general meeting following the date of the member’s election, but is eligible for re-election.
(4) In the event of a vacancy in the membership of the board, the board may appoint a member of the association to fill the vacancy and the member so appointed shall hold office, subject to this constitution, until the conclusion of the annual general meeting next following the date of the appointment.
(1) Nominations of candidates for election as members of the board of management of the association –
(a) shall be made in writing, signed by 2 members of the association and accompanied by the written consent of the candidate (which may be endorsed on the nomination form); and
(b) shall be delivered to the Secretary 24 hours before the time fixed for the annual general meeting at which the election is to take place.
(2) If insufficient nominations are received to fill all vacancies on the board, the candidates nominated shall be deemed to be elected and further nominations shall be received at the annual general meeting.
(3) If insufficient further nominations are received, any vacant positions remaining on the board shall be deemed to be vacancies.
(4) If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be taken to be elected.
(5) If the number of nominations received exceeds the number of vacancies to be filled, a ballot shall be held.
(6) The ballot for the election of board members shall be conducted at the annual general meeting in such manner as the board may direct.
(7) A person is not eligible to simultaneously hold more than one position on the board.
The President shall –
(a) Preside at board meetings and at all general meetings of the association.
(b) encourage full balanced participation by all members of the board, and
(c) act as spokesperson for the association unless an alternative spokesperson has been delegated by the board. The spokesperson shall make public statements in accordance with previously agreed policy, or in an emergency following consultation with at least 2 members of the board.
The Vice President will act for the President in his or her absence.
(1) The Secretary shall keep minutes of –
(a) all elections and appointments of office-bearers and ordinary board members;
(b) the names of members of the board present at a board meeting or a general meeting; and
(c) all proceedings at board meetings and general meetings.
(2) Minutes of proceedings at a meeting shall be signed by the person presiding at the meeting or by the person presiding at the next succeeding meeting.
The Treasurer of the association shall –
(a) collect and receive all moneys due to the association and make all payments authorised by the association; and
(b) keep correct accounts and books showing the financial affairs of the association with full details of all receipts and expenditure connected with the activities of the association.
(1) For the purposes of this constitution, a vacancy in the office of a member of the board occurs if the member –
(b) ceases to be a member of the association;
(c) resigns the office;
(d) is removed from office pursuant to clause 22;
(e) becomes an insolvent under administration within the meaning of the Corporations Law;
(f) suffers from mental or physical incapacity;
(g) is disqualified from office under subsection 63(1) of the Act; or
(h) is absent without the consent of the board from all meetings of the board held during a period of 6 months.
The association in general meeting may by resolution, subject to section 50 of the Act, remove any member of the board from the office of member of the board before the expiration of the member’s term of office.
(1) The board shall meet up to 10 times in each calendar year between the months of January and November at the association’s premises or at an agreed suitable venue on such regular monthly days and at such regular time as the Board may determine or if the association’s premises are temporarily unavailable or meetings additional to the regular monthly meetings are to be held then at such place and/or time as the board may determine.
(2) Additional meetings of the board may be convened by any two members of the board, subject to clause 23. (3).
(3) In the case of meetings other than regular monthly board meetings oral or written notice of the meeting shall be given by the Secretary to each member of the board at least 48 hours (or such other period as may be unanimously agreed upon by the members of the board) before the time appointed for the holding of the meeting.
(4) Notice of a meeting given under subclause (3) shall specify the general nature of the business to be transacted at the meeting and no business other than that business shall be transacted at the meeting, except business which the board members present at the meeting unanimously agree to treat as urgent business.
(5) Any 3 members of the board constitute a quorum for the transaction of the business of a meeting of the board.
(6) No business shall be transacted by the board unless a quorum is present and if within half an hour after the time appointed for the meeting a quorum is not present the meeting stands adjourned to the same place and at the same hour of the same day of the following week.
(7) If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the meeting, the meeting shall be dissolved.
(8) At meetings of the board –
(a) the President or in the absence of the President, the Vice President shall preside; or
(b) if the President and the Vice President are absent, one of the remaining members of the board may be chosen by the members present to preside.
(1) The board may delegate such powers and responsibility for management of the Association’s affairs as the board shall from time to time determine, to the following Standing Committees:
(2) An Executive Committee, comprising the Office Bearers of the Association and Committee Chairs, which shall have inter alia the power to act for the Association on behalf of the board in situations of urgency, or in matters referred to it by the board;
(3) A Finance, Audit and Risk Committee, which shall regularly report on the finances of the Association and issues impacting on the financial affairs of the Association to the board and its Executive Committee; and
(4) A Building and Premises Committee, an Activities and Events Committee and such other Standing Committees as the board shall determine, provided that each of these committees shall act in accordance with directions from the Board and shall regularly report to the board.
(5). The board shall have the power to appoint such other committees as it may think fit from time to time and may delegate to any such committee such powers as it so decides, except the power of sub-delegation.
(6). The Standing Committees shall have the power to appoint subcommittees to undertake specified roles or activities, subject to endorsement by the board. Each sub-committee shall be chaired by the Chief Executive Officer, or a member of the committee appointing it, and shall have such other membership as that committee shall decide.
(7). The President and the Chief Executive Officer shall be ex officio members of all committees of the Association.
(1) Questions arising at a meeting of the board or of any sub-committee appointed by the board shall be determined by a majority of the votes of members of the board or sub-committee present at the meeting.
(2) Each member present at a meeting of the board or of any sub-committee appointed by the board (including the person presiding at that meeting) is entitled to one vote but, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.
(3) Subject to subclause 23(5), the board may act notwithstanding any vacancy on the board.
(4) Any act or thing done or suffered, or purporting to have been done or suffered, by the board or by a sub-committee appointed by the board, is valid and effectual notwithstanding any defect that may afterwards be discovered in the appointment or qualification of any member of the board or sub-committee.
(1) A member of the board who has a material personal interest in a matter that is being considered at a board meeting –
(a) must not vote on the matter, and
(b) must not be present while the matter is being considered at the meeting.
(2) A member of the board must not be taken to be interested or to have been at any time interested in a contract or proposed contract merely because –
(a) where the contract or proposed contract relates to a loan to the association, the member has guaranteed or joined in guaranteeing the repayment of the loan or any part of the loan, or
(b) where the contract or proposed contract has been or will be made with or for the benefit or on behalf of a body corporate that is related to the association and the member is a director of that body corporate.
PART IV – GENERAL MEETINGS
(1) The association shall once in each calendar year and within the period of 5 months after the expiration of each financial year of the association, convene an annual general meeting of its members.
(2) Subclause (1) has effect subject to the powers of the Registrar General under section 120 of the Act in relation to extensions of time.
(1) The annual general meeting of the association shall, subject to the Act, be convened on such date and at such place and time as the board thinks fit.
(2) In addition to any other business which may be transacted at an annual general meeting, the business of an annual general meeting shall be –
(a) to confirm the minutes of the last preceding annual general meeting and of any general meeting held since that meeting;
(b) to receive from the board reports on the activities of the association during the last preceding financial year;
(c) to elect members of the board, including office-bearers; and
(d) to receive and consider the statement of accounts and the reports that are required to be submitted to members pursuant to subsection 73(1) of the Act.
(3) An annual general meeting shall be specified as such in the notice convening it in accordance with clause 30.
(4) An annual general meeting shall be conducted in accordance with the provisions of this Part.
(1) The board may, whenever it thinks fit, convene a general meeting of the association.
(2) The board shall, on the requisition in writing of not less than 5 per cent of the total number of members, convene a general meeting of the association.
(3) A requisition of members for a general meeting –
(a) shall state the purpose or purposes of the meeting;
(b) shall be signed by the members making the requisition;
(c) shall be lodged with the Secretary; and
(d) may consist of several documents in a similar form, each signed by one or more of the members making the requisition.
(4) If the board fails to convene a general meeting within one month after the date on which a requisition of members for the meeting is lodged with the Secretary, any one or more of the members who made the requisition may convene a general meeting to be held not later than 3 months after that date.
(5) A general meeting convened by a member or members referred to in subclause (4) shall be convened as nearly as is practicable in the same manner as general meetings are convened by the board and any member who thereby incurs expense is entitled to be reimbursed by the association for any reasonable expense so incurred.
30.(1) Except where the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, at least 14 days’ notice in writing shall be given to all members of the association, and shall be given to all other full members either through the Association’s official publications, if their normal publication schedule so permits, social media or through public notice in an appropriate newspaper, specifying the place, date and time of the meeting and the nature of the business proposed to be transacted.
(2) Where the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the Secretary shall, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be sent to each member in the manner provided in subclause (1) specifying, in addition to the matter required under that subclause, the intention to propose the resolution as a special resolution.
(3) No business other than that specified in the notice convening a general meeting shall be transacted at the meeting except, in the case of an annual general meeting, business which may be transacted pursuant to subclause 28(2).
(4) A member desiring to bring any business before a general meeting may give notice in writing of that business to the Secretary who shall include that business in the next notice calling a general meeting given after receipt of the notice from the member.
(1) No item of business shall be transacted at a general meeting unless a quorum of members entitled under this constitution to vote is present during the time the meeting is considering that item.
(2) 20 members present in person (being members entitled under this constitution to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.
(3) If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting if convened upon the requisition of members shall be dissolved and in any other case shall stand adjourned to the same day in the following week at the same time and (unless another place is specified at the time of the adjournment by the person presiding at the meeting or communicated by written notice to the members given before the day to which the meeting is adjourned) at the same place.
(4) If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being not less than 5) shall constitute a quorum.
(1) The person presiding at a general meeting at which a quorum is present may, with the consent of the majority of members present at the meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
(2) Where a general meeting is adjourned for 14 days or more, the Secretary shall give written or oral notice of the adjourned meeting to each member of the association stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.
(3) Except as provided in subclauses (1) and (2), notice of an adjournment of a general meeting or of the business to be transacted at an adjourned meeting is not required to be given.
(1) A question arising at a general meeting of the association shall be determined on a show of hands and, unless before or on the declaration of the show of hands a poll is demanded, a declaration by the person presiding that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, or an entry to that effect in the minute book of the association, is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution.
(2) At a general meeting of the association, a poll may be demanded by the person presiding or by not less than 3 members present in person or by proxy at the meeting.
(3) Where the poll is demanded at a general meeting, the poll shall be taken –
(a) immediately in the case of a poll which relates to the election of the person to preside at the meeting or to the question of an adjournment; or
(b) in any other case, in such manner and at such time before the close of the meeting as the person presiding directs, and the resolution of the poll on the matter shall be deemed to be the resolution of the meeting on that matter.
(2) All votes shall be given personally or by proxy but no member may hold more than 5 proxies.
(3) In the case of an equality of votes on a question at a general meeting, the person presiding is entitled to exercise a second or casting vote.
(4) A person or proxy shall not be entitled to vote at any general meeting unless they are financial members of the association.
(1) Each member shall be entitled to appoint another member as proxy by notice given to the Secretary no later than 24 hours before the time of the meeting in respect of which the proxy is appointed.
(2) The notice appointing the proxy shall be in the form set out in the appendix to this constitution.
(1) The Chief Executive Officer of the Association shall be appointed by the Board on such terms and conditions as the Board shall from time to time determine. The Board may revoke or vary: (a) The appointment or (b) Any of the powers conferred on the Chief Executive Officer.
(2). The Chief Executive Officer shall be responsible to the Board for the routine operation and management of the Association’s affairs, for the implementation of Association policy and Board decisions, for the employment and supervision of other employees of the Association and for the recruitment and supervision of Volunteers.
PART V – MISCELLANEOUS
The financial year of the association shall end on 30 June.
The funds of the association shall be derived from annual subscriptions of members, donations and, subject to any resolution passed by the association in general meeting and subject to section 114 of the Act, such other sources as the board determines.
(1) Subject to any resolution passed by the association in general meeting, the funds of the association shall be used in pursuance of the objects of the association in such manner as the board determines.
(2) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed or approved by any 2 members of the board or employees of the association, being members of the board or employees authorised to do so by the Board.
Neither the objects of the association referred to in section 29 of the Act nor this constitution shall be altered except in accordance with the Act.
(1) The common seal of the association shall be kept in the custody of the Secretary or Chief Executive Officer at the association’s premises.
(2) The common seal shall not be affixed to any instrument except by authority of the board and the affixing of the common seal shall be attested by the signatures either of the President and Secretary or of such other members of the board as shall be authorised by resolution of the board.
Subject to the Act, the Regulations and this constitution, all records, books and other documents relating to the association shall be kept under the control of the Secretary or Chief Executive Officer at the association’s premises.
The records, books and other documents of the association shall be open to inspection at the association’s premises, free of charge, by a member of the association at any reasonable hour.
(1) For the purpose of this constitution, a notice may be served by or on behalf of the association upon any member either personally or by sending it by post to the member at the member’s address shown in the register of members.
(2) Where a document is sent to a person by properly addressing, prepaying and posting to the person a letter containing the document, the document shall, unless the contrary is proved, be deemed for the purposes of this constitution to have been served on the person at the time at which the letter would have been delivered in the ordinary course of post.
If the Association is wound up, the liquidator must vest the whole or any part of the property of the Association, including any undistributed surpluses or reserves, in one or more entities, each of which must have a similar charitable purpose.
FORM OF APPOINTMENT OF PROXY
Being a member of CANBERRA SENIORS CENTRE Inc, hereby appoint
…………………………………………………………………………………(full name of proxy)
being a member of that incorporated association, as my proxy to vote for me on my behalf at the general meeting/annual general meeting to be held on
……………………………………..2xxx …… and at any adjournment of that meeting.
# My proxy is authorised to vote in favour of/against (delete as appropriate) the resolution (insert details)
# To be inserted if desired
………………………………………. (Signature of person appointing proxy)
NOTE: A proxy vote may not be given to a person who is not a member of the Canberra Seniors Centre.