CONSTITUTION St Mary’s Community
CONSTITUTION St Mary’s Community Ltd October 2011
Table of Contents
1. PURPOSE OF COMPANY 5
1.1 Charitable purpose 5
1.2 Application of income for purposes only 5
1.3 Payment by the Company in good faith 5
2. MEMBERSHIP 5
2.1 Becoming a Member 5
2.2 Nomination 6
2.3 Membership fee 6
2.4 Ceasing to be a Member 6
2.5 Termination of Membership 6
2.6 Resignation 7
2.7 Limited Liability 7
2.8 Right of appeal 7
3. GENERAL MEETINGS 7
3.1 Annual general meeting 7 3.2 Power to convene general meeting 7 3.3 Members have power to convene general meeting 7 3.4 Period of notice of general meeting 8 3.5 Notice of general meeting 8 3.6 Notice of a special resolution 8 3.7 Non-receipt of notice of general meeting 8 3.8 Auditor’s rights to attend general meetings 8 3.9 A Director is entitled to attend general meetings 8 3.10 Cancellation or postponement of a general meeting 9 3.11 Written notice of cancellation or postponement of a general meeting 9 3.12 Contents of notice postponing general meeting 9 3.13 Notice period for postponed general meeting 9 3.14 Business at postponed general meeting 9 3.15 Non- receipt of notice of cancellation or postponement of a general meeting 9 3.16 Proxy or attorney at postponed general meeting 9
4. PROCEEDINGS AT GENERAL MEETINGS 10
4.1 Business of annual general meeting 10 4.2 Representation of member 10 4.3 Reference to a Member 10 4.4 Number for a quorum 10 4.5 Requirement for a quorum 10 4.6 Quorum and time 10 4.7 Adjourned meeting 11 4.8 Appointment and powers of Chairman of general meeting 11 4.9 Absence of Chairman at general meeting 11 4.10 Conduct of general meeting; 11 4.11 Resolutions carried 11 4.12 Equality of votes – no casting vote for the Chairman 12 4.13 Declaration of results 12 4.14 Poll 12 4.15 Objection to a voting qualification 12 4.16 Chairman to determine any poll dispute 12 4.17 Adjournment of a general meeting 12 4.18 Notice of adjourned meeting 13
5. VOTES OF MEMBERS 13
5.1 Voting rights 13
6. DIRECTORS 13
6.1 Number of Directors 13 6.2 Appointment of Directors 13 6.3 Remuneration of Directors 14 6.4 Director’s reimbursement must be approved 14 6.5 Removal of Directors 14 6.6 Vacation of office 14
7. POWERS AND DUTIES OF THE DIRECTORS 15
7.1 Directors manage Company 15 7.2 Specific powers of Directors 15 7.3 Appointment of attorney 15 7.4 Provisions in power of attorney 15
8. PROCEEDINGS OF DIRECTORS 15
8.1 Directors meetings 15 8.2 Minutes 15 8.3 Director may convene a meeting 15 8.4 Questions decided by majority 15 8.5 No casting vote for Chairman 15 8.6 Quorum 16 8.7 Director’s interests 16 8.8 Effect of vacancy 16 8.9 Chairman and Deputy Chairman 16 8.10 Chairman to preside over Director’s meeting 16 8.11 Directors’ committees 16 8.12 Powers delegated to Directors’ committees 16 8.13 Directors’ committee meetings 16 8.14 Circulating resolutions 17 8.15 Meeting by use of technology 17 8.16 Validity of acts of Directors 17
9. SECRETARY 17
9.1 Appointment of Secretary 17 9.2 Suspension and removal of Secretary 17 9.3 Powers, duties and authorities of Secretary 17
10. GIFT FUND 17
10.1 Establishment of Gift Fund 17 10.2 Establishment of the Gift Fund 17 10.4 Purpose 17 10.5 Winding up of Gift Fund 18
11. SEALS 18
11.1 Safe custody of common seals 18
12 INSPECTION OF RECORDS 18
12.1 Inspection of Members 18
13. SERVICE OF DOCUMENTS 18
13.1 Document includes notice 18 13.2 Methods of service 18 13.3 Post 18 13.4 Fax or electronic transmission 19
14. INDEMNITY 19
14.1 Indemnity of officers, Auditors and agents 19
St Mary’s Community Ltd | Constitution | October 2011
3
14.2 Insurance 19
15. AMENDING THIS CONSTITUTION 19
15.1 Amendment by Special Resolution 19
16. WINDING UP 19
16.1 Contribution by Members 19 16.2 Application of property on winding up 20
17. ACCOUNTS 20 18. DEFINITIONS AND INTERPRETATION 20
18.1 Definitions 20
St Mary’s Community Ltd | Constitution | October 2011
4
1. Purpose of Company 1.1 Charitable purpose The purpose for which the Company is established to
(a) To provide leadership and governance to support a community of faith, recognising our Catholic and Christian traditions, and welcoming people of all faiths and denominations who wish to participate in our collective faith journey.
(b) To facilitate liturgy and rituals to support people in our collective faith journey, guided by the principles that we act justly, love tenderly, and walk humbly with our God.
(c) Toensureaministryofpastoralcareandconnectionisprovidedtosupport community members in their spiritual, physical, intellectual and emotional wellbeing.
(d) To provide the community of faith with information, resources, reflections and connections to be active citizens and advocates for social justice.
(e) To maintain a partnership and relationship as community with Micah Projects to create justice and respond to injustice in the church and society.
(f) To provide direct assistance to the disadvantaged and marginalised through ongoing financial support to Micah Projects, including its Homelessness and Housing Fund.
1.2 Application of income for purposes only
The profits (if any) or any other income and the property of the Company, however derived, must be applied solely towards the promotion of the purposes of the Company as set out in article 1.1. No part of these profits or that income or property may be paid or transferred to the Members (as Members), either directly or indirectly by way of dividend, bonus or otherwise.
1.3 Payment by the Company in good faith
Subject to article 6.5, article 1.2 does not prevent payment in good faith to an officer or
Member, or (a) (b) (c)
(d) (e)
to a firm of which an officer or Member is a partner: of remuneration for services to the Company; or for goods supplied in the ordinary course of business; or
ofinterestataratenotexceedingtheratefixedforthepurposeofthisarticle1.3 by the Company in general meeting on money borrowed from an officer or Member or a firm of which an officer or Member is a partner; or
of reasonable rent for premises let by an officer or Member or a firm of which an officer or Member is a partner; or
in accordance with article 1.1.
2. Membership 2.1 Becoming a Member
St Mary’s Community Ltd | Constitution | October 2011
5
(a) A person may only become a Member if the person is nominated in accordance with article 2.2 and has been approved for Membership of the Company by Directors.
(b) The Secretary must enter the name of each Member approved by the Directors in the register of Members.
(c) MembershipoftheCompanyisnotcapableofbeingtransferredorassigned.
2.2 Nomination
A nomination of a person for Membership of the Company:
(a) May be made by any member of St Mary’s Community in Exile Faith Community; and
(b) must be lodged by the Secretary of the Company;
(c) WillbeconsideredbytheDirectorsatthenextmeetingoftheBoardafterthe receipt of the application;
(d) If it is accepted by the Directors, a letter will be sent and log on provided for the website to look at the constitution online. If the member doesn’t have access to the internet the Secretary will send a copy of the Constitution to them;
(e) Should the membership application not be accepted by the Directors the membership fee will be refunded.
2.3 Membership fee
The Membership fee payable by Members of the Company shall be as determined by the Directors from time to time.
2.4 Ceasing to be a Member
A Member ceases to be a Member on:
(a) resignation; or
(b) death; or
(c) becoming bankrupt of insolvent or making an arrangement or composition with creditors of the person’s joint or separate estate generally; or
(d) becoming of unsound mind or a person whose person or estate is liable to be dealt with in any way under a law relating to mental health; or
(e) If a body corporate, being dissolved or otherwise ceasing to exist, having a liquidator or provisional liquidator appointed to it, or being unable to pay its debts; or
(f) termination of membership by the Directors subject to article 2.8
2.5 Termination of Membership
(a) Where the Directors are of the opinion that a Member has:
(i) persistently refused or neglected to comply with the provisions of this Constitution; or
St Mary’s Community Ltd | Constitution | October 2011
6
(ii) persistently and wilfully acted in a manner prejudicial to the interests of the Company; or
(iii) membership fees in arrears for a period of two months or more;
the Directors may terminate the Member’s membership of the Company.
(b) Within 7 days of the Director’s decision, the Secretary will inform the Member of the decision in writing and the Member’s right of appeal under article 2.8.
2.6 Resignation
A Member may by written notice to the Company resign their membership with immediate effect.
2.7 Limited Liability
The Members have no liability as Members except as set out in article 16.
2.8 Right of Appeal
(a) A Member may appeal to the Company in general meeting against a decision of the Directors under article 2.5 within 7 days after notice of the decision is served on the Member by lodging a notice of appeal with the Secretary.
(b) On receipt of a notice of appeal, the Secretary will notify the Directors who must call a general meeting to be held within 60 days after the date on which the Secretary received the notice of appeal.
(c) Atageneralmeetingconvenedunderthisarticle (i) no business other than the question of appeal shall be transacted;
(ii) the Directors and Member will be given the opportunity to make representations in relation to the appeal orally or in writing or both; and
(iii) the Members present will vote by secret ballot on the question of whether the decision of the Directors to terminate the Member’s Membership of the Company should be confirmed.
3. General Meetings 3.1 Annual general meeting
Annual general meetings of the Company are to be held in accordance with the Corporations Act.
3.2 Power to convene general meeting
The Directors may convene a general meeting when they think fit. However, they must convene and arrange to hold a meeting when requisitioned by Members in accordance with the Corporations Act.
3.3 Members have power to convene general meeting St Mary’s Community Ltd | Constitution | October 2011
7
Members may convene a general meeting of the Company in accordance with the Corporations Act.
3.4 Period of notice of general meeting
Unless short notice is given under the Corporations Act, at least 21 days’ written notice of a general meeting must be given to each Member.
3.5 Notice of general meeting
Notice of a meeting of Members must be given in accordance with article13 and must:
(a) set out the place, date and time for the meeting;
(b) state the general nature of the business to be conducted at the meeting;
(c) setouttheconditionsandrequirementstobesatisfiedforappointingaproxyor representative; and
(d) contain any other information required by the Corporations Act. 3.6 Notice of a special resolution
If a special resolution is to be proposed, the notice of meeting must set out an intention to propose the resolution as a special resolution and state the resolution.
3.7 Non-receipt of notice of general meeting
The non-receipt of a notice of a general meeting, or the accidental omission to give notice of a general meeting to a person entitled to receive notice does not invalidate any resolution passed at the general meeting.
3.8 Auditor’s rights to attend general meetings
The Auditor is entitled to:
(a) attend any general meeting; and
(b) receive all notices of and other communications relating to any general meeting which a Member is entitled to receive; and
(c) be heard at any general meeting on any part of the business of the meeting which concerns the Auditor in that capacity; and
(d) be heard at any general meeting even if the Auditor retires at that meeting or a resolution to remove the Auditor from office is passed at that meeting.
The Auditor may authorise an agent in writing to do these things on their behalf.
3.9 Director entitled to attend general meetings
A Director is entitled to: (a) attend any general meeting; and
St Mary’s Community Ltd | Constitution | October 2011
8
(b) receive all notices of and other communications relating to any general meeting which a Member is entitled to receive; and
(c) be heard at any general meeting on any part of the business of the meeting. A Director is not entitled to vote at a general meeting unless they are a Member.
3.10 Cancellation or postponement of a general meeting
Where a general meeting (including an annual general meeting) is convened by the Directors, they may, when they think fit, cancel the meeting or postpone the holding of the meeting to a date and time determined by them. This article does not apply to a meeting convened by a single Director, by Members or by the Directors on the request of Members.
3.11 Written notice of cancellation or postponement of a general meeting
Written notice of cancellation or postponement of a general meeting must be given to all persons entitled to receive notices of general meetings from the Company. The notice must be given at least three days before the date for which the meeting is convened and must specify the reason for cancellation or postponement.
3.12 Contents of notice postponing general meeting
A notice postponing the holding of a general meeting must specify:
(a) a date and time for the holding of the meeting; and
(b) a place for the holding of the meeting, which may be either the same as or different to the place specified in the notice convening the meeting
3.13 Notice period for postponed general meeting
The number of clear days from when a notice postponing the holding of a general meeting is given to the date specified in that notice for the holding of the meeting may not be less than the number of day’s notice of the meeting required to be given by this Constitution or the Corporations Act.
3.14 Business at postponed general meeting
The only business that may be transacted at a general meeting which is postponed is the business specified in the notice convening the meeting
3.15 Non- receipt of notice of cancellation or postponement of a general meeting
The accidental omission to give notice of the cancellation or postponement of a meeting to, or the non-receipt of any such notice by any person entitled to notice does not invalidate that cancellation or postponement or any resolution passed at a postponed meeting.
3.16 Proxy or attorney at postponed general meeting
The date of the postponed general meeting is substituted for and applies to the exclusion of the date specified in the instrument of proxy or power of attorney or appointment of a Representative if:
St Mary’s Community Ltd | Constitution | October 2011
9
4.
Proceedings at general meetings
(a)
(b)
by the terms of an instrument appointing them, a proxy, attorney or Representative is authorised to attend and vote at a general meeting to be held on a specified date or at a general meeting to be held on or before a specified date; and
the date for holding the meeting is postponed to a date later than the date specified in the instrument of proxy or power of attorney or appointment of a Representative gives to the Company at its Registered Office written notice to the contrary at least 48 hours before the time to which the holding of the meeting has been postponed.
4.1 Business of annual general meeting
In addition to any other business which may be transacted at an annual general meeting, the
business of an annual general meeting is to elect the Directors and to receive and consider the financial report and the reports of the Directors and the Auditor.
4.2 Representation of Member
A Member may be present and vote in person or may be represented at any meeting of the Company by;
(a) proxy; (b) Attorney; or (c) InthecaseofabodycorporatewhichisaMember,aRepresentative
4.3 Reference to a Member
Unless the contrary intention appears, a reference in article 4 to a member means a person who is a Member, or is a proxy, attorney or Representative of that Member.
4.4 Number for a quorum
Subject to article 4.6, if the Company has one Member, one person present in person or by proxy, attorney or Representative is a quorum at a general meeting. In all other circumstances, the number of Members required to constitute a quorum shall be the number of Board members plus one present in person or by proxy, attorney or Representative are a quorum at a general meeting.
4.5 Requirement for a quorum
An item of business may not be transacted at a general meeting unless a quorum is present when the meeting proceeds to consider it. If a quorum is present at the beginning of a meeting it is taken to be present throughout the meeting unless the Chairman of the meeting on their own motion or at the request of a Member, proxy, attorney or Representative who is present otherwise declares.
4.6 Quorum and time
If within 30 minutes after the time appointed for a general meeting a quorum is not present, the meeting:
(a) if convened by the Directors or by, or on requisition of, Members is dissolved; and St Mary’s Community Ltd | Constitution | October 2011
10
(b) in any other case stands adjourned to the same day in the next week and the same time and place, or to such other day, time and place as the Directors appoint by notice to the Members and others entitled to notice of the meeting.
4.7 Adjourned meeting
At a meeting adjourned under article 4.6(b), the number of Members required to constitute a quorum shall be the number of Board members plus one present in person or by proxy, attorney or Representative. If a quorum is not present within the 30 minutes after the time appointed for the adjourned meeting, the number of Members present shall be a quorum.
4.8 Appointment and powers of Chairman of general meeting
If a director has been elected under article 8.8 as Chairman, that person is entitled to preside as Chairman at a general meeting.
4.9 Absence of Chairman at general meeting
If a general meeting is held and:
(a) a Chairman has not been elected by the Directors; or
(b) the elected Chairman is not present within 15 minutes after the time appointed for the holding of the meeting or is unable or unwilling to act,
the following may preside as Chairman of the meeting (in order of precedence): (c) theDeputyChairman(ifany); (d) the Director chosen by a majority of the Directors present; (e) the only Director present
(f) a Member chosen by a majority of the Members present in person or by proxy, attorney or Representative
4.10 Conduct of general meetings;
The Chairman of a general meeting:
(a) has charge of the general conduct of the meeting and of the procedures to be adopted at the meeting;
(b) may require the adoption of any procedure which is in the Chairman’s opinion necessary or desirable for proper and orderly debate or discussion and the proper and orderly casting or recording of votes at the general meeting; and
(c) may,havingregardwherenecessarytotheCorporationsActterminatediscussionor debate on any matter whenever the Chairman considers it necessary or desirable for the proper conduct of the meeting,
and a decision by the Chairman under the article is final.
4.11 Resolutions carried
St Mary’s Community Ltd | Constitution | October 2011
11
A special resolution is taken to be carried if seventy five percent of the votes cast on the resolution are in favour of it.
Any other resolution is taken to be carried if a simple majority of the votes cast on the resolution are in favour of it.
4.12 Equality of votes – no casting vote for Chairman
If there is an equality of votes, whether on a show of hands or on a poll, the Chairman of the general meeting is not entitled to a casting vote in addition to any votes to which the Chairman is entitled as a Member or proxy, attorney or Representative of a Member.
4.13 Declaration of results
At any general meeting a resolution put to the vote of the meeting must be decided on a show of hands unless a poll is properly demanded and the demand is not withdrawn. A declaration by the Chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company, is conclusive evidence of the fact. Neither the Chairman nor the minutes need state and it is not necessary to prove the number or proportion of the votes recorded in favour of or against the resolution.
4.14 Poll
If a poll is properly demanded, it must be taken in the manner and at the date and time directed by the Chairman and the result of the poll is the resolution of the meeting at which the poll was demanded.
A poll demanded on the election of a Chairman or on a question of adjournment must be taken immediately.
A demand for a poll may be withdrawn.
A demand for a poll does not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded.
4.15 Objection to voting qualification
Objection may not be raised to the right of a person to attend or vote at a meeting or adjourned meeting or to vote on a poll except at that meeting or adjourned meeting or when that poll is taken. Every vote that is not disallowed at that meeting or adjourned meeting or when the poll is taken is valid.
4.16 Chairman to determine any poll dispute
If there is a dispute as to the admission or rejection of a vote, the Chairman of the meeting must decide it and the Chairman’s decision made in good faith is final and conclusive.
4.17 Adjournment of a general meeting
The Chairman of a general meeting may at any time during the meeting adjourn the meeting or any business, motion, question, resolution, debate or discussion being considered or remaining to be considered by the meeting. The adjournment may be either to a later time at the same meeting or adjourned meeting any anytime and any place.
St Mary’s Community Ltd | Constitution | October 2011
12
In exercising this discretion, the Chairman may, but need not, seek the approval of the Members present. Unless required by the Chairman, a vote may not be taken or demanded by the Members present in respect of any adjournment.
4.18 Notice of adjourned meeting
It is not necessary to give any notice of an adjournment or of the business to be transacted at any adjourned meeting unless a meeting is adjourned for one month or more. In that case, notice of the adjourned meeting must be given as in the case of an original meeting.
5. Votes of Members 5.1 Voting rights Subject to any restriction in this Constitution:
(a) on a show of hands, each Member present in person and the other person present as proxy, attorney or Representative of a Member has one vote; and
(b) on a poll, each Member present in person has one vote and each person present as proxy, attorney or Representative of a Member has one vote for each Member that the person represents.
6. Directors 6.1 Number of Directors
(a) (b) (c)
The number of Directors is to be not less than three.
At least two of the Directors must be ordinary resident in Australia.
The Directors in office at the time of adoption of this Constitution continue in office subject to this Constitution.
6.2 Appointment of Directors
(a) All directors are required to be natural persons
(b) At each annual general meeting one third of the directors for the time being, or, if their number is not a multiple of three, then the number nearest one third, must retire from office.
(c) The directors to retire at any annual general meeting in accordance with this clause must be those who have been longest in office since their last election, but, as between persons who were last elected as directors on the same day, those to retire must be determined by lot, unless they otherwise agree among themselves.
(d) Directors are entitled to seek re-election and reappointment as directors on two (2) occasions only so that a director’s period of service to the company shall not exceed a period of nine (9) years.
The process for the election of the Directors is:
(i) any two members of the Company may nominate any other person to serve as a Director;
St Mary’s Community Ltd | Constitution | October 2011
13
(ii) the nomination must be in writing and signed by the nominee, the proposer and seconder and lodged with the Secretary not less than 25 days and not more than 35 days before the annual general meeting at which the election is to take place;
(d) a list of the candidates names in alphabetical order, with the proposes and seconders named will be forwarded to all Members of the Company with the notice of the annual general meeting;
(e) ballot papers shall be prepared (if necessary) listing the names of the candidates only, in alphabetical order and each Member present at the annual general meeting will be entitled to vote for any number of candidates not exceeding the number of vacancies;
(f) if there are insufficient candidates nominated the Board will fill the remaining vacancy or vacancies.
6.3 Remuneration of Directors
A Director may not be paid any remuneration for services as a Director. However, a Director is to be reimbursed out of the funds of the Company for their reasonable travelling, accommodation and other expenses incurred when travelling to or from meetings of the Directors or a committee or when otherwise engaged on the affairs of the Company.
6.4 Director’s reimbursement must be approved
Any payment to a Director by way of reimbursement must be approved by the Directors.
6.5 Removal of Directors
The Company may by ordinary resolution remove any Director before the expiration of the Director’s term of office and may be ordinary resolution appoint another person in that Director’s place and the person so appointed will hold office until the next annual general meeting.
6.6 Vacation of office
In addition to the circumstances in which the office of a Director becomes vacant under the Corporations Act, the office of a Director becomes vacant if the Director:
(a) becomes of unsound mind a person whose person or estate is liable to be dealt with in any way under a law relating to mental health;
(b) resigns offie by notice in writing to the Company;
(c) becomesbankruptormakesanarrangementorcompositionwithcreditors;
(d) for more than six months is absent without permission of the other directors from meetings of the directors held during that period;
(e) holds any office of profit under the Company; (f) If the Director is a Member of the Company and cease to be a Member
St Mary’s Community Ltd | Constitution | October 2011
14
7. Powers and duties of the Directors
7.1 Directors manage Company
The Directors are to manage the business of the Company and may exercise all the powers of the Company that are not, by the Corporations Act or by this Constitution, required to be exercised by the Company in general meeting.
7.2 Specific powers of Directors
Without limiting the generality of article 7.1 the Directors may exercise all the powers of the Company to borrow or raise money, to charge any property or business of the Company and to issue debentures or give any other security for a debt, liability or obligation of the Company or of any other person.
7.3 Appointment of attorney
The Directors may, by power of attorney, appoint any person to be the attorney of the Company for the purposes and with the powers, authorities and discretions held by the Directors for the period and subject to the conditions that they think fit.
7.4 Provisions in power of attorney
A power of attorney granted under article 7.3 may contain any provisions for the protection and convenience of persons dealing with the attorney that the Directors think fit and may also authorise the attorney to delegate (including by way of appointment of a substitute attorney) all or any of the powers, authorities and discretions of the attorney.
8. Proceedings of Directors
8.1 Directors meetings
The directors may meet together for conducting business, adjourn and otherwise regulate their meetings as they think fit.
8.2 Minutes
The Directors must direct minutes of meetings to be made and kept in accordance with the Corporations Act.
8.3 Director may convene a meeting
A Director may at any time, and the Secretary must on the written request of a Director, convene a meeting of the Directors.
8.4 Questions decided by majority
A question arising at a meeting of Directors is to be decided by a majority of votes of present and entitled to vote and that decision is for all purpose a decision of the Directors.
8.5 No casting vote for Chairman
In the event of an equality of votes the Chairman of the meeting does not have a casting vote.
St Mary’s Community Ltd | Constitution | October 2011
15
8.6 Quorum
Until otherwise determined b the Directors, one half of the number of Directors elected to the Board who are present in person shall be a quorum. If there is an odd number of Directors elected to the Board, half that number rounded up to the next whole number shall be a quorum.
8.7 Director’s interests
A Director shall not vote in respect of any contract or arrangement or proposed contract or arrangement with the Company in which the Director is interested either directly or in directly.
8.8 Effect of vacancy
The continuing Directors may act despite a vacancy in their number. However, if their number is reduced below the minimum fixed by article 6.1, the continuing Directors may, except in an emergency, act only for the purpose of calling a general meeting.
8.9 Chairman and Deputy Chairman
The Directors must elect one of their number as Chairman and may elect one of their number a Deputy Chairman and may determine the period during which each is to hold office.
8.10 Chairman to preside over Directors’ meeting
The Chairman is entitled to preside at meetings of the Directors. If the chairman is not present and able and willing to act within 15 minutes after the time appointed for a meeting or has signified an intention not to be present and able and willing to act, the following may preside (in order of entitlement):
(a) the Deputy Chairman. (b) aDirectorchosenbymajorityoftheDirectorspresent.
8.11 Directors’ committees
The Directors may delegate any of their powers to committees consisting of the Directors that they think fit and may revoke that delegation.
8.12 Powers delegated to Directors’ committees
A committee to which any powers have been delegated under article 8.11 must exercise those powers in accordance with any directions of the Directors. These powers are then taken to have been exercised by the Directors.
8.13 Directors’ committee meetings
Subject to article 8.15, the meetings and proceedings of a committee consisting of two or more Directors are governed by the provisions of this Constitution as to the meetings and proceedings of the Directors so far as they are applicable.
St Mary’s Community Ltd | Constitution | October 2011
16
8.14 Circulating resolutions
The Directors may pass a resolution without a Directors’ meeting being held if all of the Directors who are entitled to vote on the resolution sing a document containing a statement that they are in favour of the resolution set out in the document. Separate copies of a document may be used for signing by Directors if the wording of the resolution and statement is identical in each copy. The resolution is passed when the last Director signs.
8.15 Meeting by use of technology
A Directors’ meeting may be called or held by using any technology consented to by each Director. The consent may be standing one. A Director may only withdraw consent a reasonable time before the meeting.
8.16 Validity of acts of Directors
All acts done at a meeting of the Directors or of a committee of Directors, or by a person acting as a Director are valid even if it is afterwards discovered that there was some defect in the appointment, election or qualification of any of them or that any of them were disqualified or had vacated office.
9. Secretary 9.1 Appointment of Secretary There must be at least one Secretary who is to be appointed by the Directors.
9.2 Suspension and removal of Secretary
The Directors may suspend of remove a Secretary from that office.
9.3 Powers, duties and authorities of Secretary
A secretary holds office on the terms and conditions (including as to remuneration) and with the powers, duties and authorities, as determined by the Directors.
10. Gift Fund
10.1 Establishment of Gift Fund
A separate fund (the “Gift Fund”) may be established for the purpose of receiving gifts of money or property to the Company and if established, the following provisions of this article 10 will apply to it.
10.2 Maintenance of Gift Fund
The Gift Fund will be maintained for the purposes of the Company as set out in article 1.1, and with gifts of money or property for those purposes will be made to the Gift Fund.
10.4 Purpose
The Gift Fund will not receive any other money or property, and the Gift Fund will be used only for the purposes of the Company as set out in article 1.1.
St Mary’s Community Ltd | Constitution | October 2011
17
10.5 Winding up of Gift Fund
If the Gift Fund is wound up, or if the endorsement of the Company as a deductible gift recipient is revoked, any surplus assets of the Gift Fund remaining after the payment of liabilities attributable to it shall be transferred to a fund, authority or institution to which income tax deductible gifts can be made.
11. Seals 11.1 Safe custody of common seals The Directors must provide for the safe custody of any seal of the Company.
12 Inspection of records
12.1 Inspection of Members
Subject to the Corporations Act, the Directors may determine whether and to what extent, and at what times and places and under what conditions, the accounting records and other documents of the Company or any of them will be open to inspection by the Members (other than Directors).
13. Service of documents 13.1 Document includes notice In Article 14 (“Service of documents”), a reference to a document includes a notice.
13.2 Methods of service
The Company may give a document to a Member: (a) personally;
13.3 Post
(b) by sending it by post to the address for the Member in the register of Members or an alternative address nominated by the Member; or
(c) bysendingittoafaxnumberorelectronicaddressnominatedbythe Member.
A document sent by post: (a) if sent to an address in Australia, may be sent by ordinary post; and (b) if sent to an address outside Australia, must be sent by airmail,
and in either case is taken to have been received on the day after the date of its posting.
St Mary’s Community Ltd | Constitution | October 2011
18
13.4 Fax or electronic transmission
If a document is sent by fax or electronic transmission, delivery of the document is taken:
(a) to be effected by properly addressing and transmitting the fax or electronic transmission; and
(b) to have been delivered on the day following its transmission.
14. Indemnity
14.1 Indemnity of officers, Auditors and agents
Every person who is or has been a Director is entitled to be indemnified out of the property of the Company against:
(a) every liability incurred by the person in that capacity (except a liability for legal costs); and
(b) all legal costs incurred in defending or resisting (or otherwise in connection with ) proceedings, whether civil or criminal or of an administrative or investigatory nature, in which the person becomes involved because of the capacity,
unless,
(c) theCompanyisforbiddenbystatutetoindemnifythepersonagainsttheliabilityof legal costs; or
(d) an indemnity by the Company of the person against the liability or legal costs would, if given, by made void by statute.
14.2 Insurance
The Company may pay or agree to pay, whether directly or through an interposed entity, a premium for a contract insuring a person who is or has been a Director or Secretary or executive officer of the Company against liability incurred by the person in that capacity, including a liability for legal costs, unless:
(a) the Company is forbidden by statute to pay or agree to pay the premium; or (b) the contract would, if the Company paid the premium, be made void by the statute.
15. Amending this Constitution 15.1 Amendment by Special Resolution
Subject to the Corporation Act, this Constitution may be amended by a special resolution carried at any general meeting.
16. Winding up 16.1 Contribution by Members
St Mary’s Community Ltd | Constitution | October 2011
19
Each Member undertakes to contribute an amount not exceeding $10 to the Company’s property if the Company is wound up while they are a Member or within one year after they cease to be a Member. This contribution is for:
(a) payment of the Company’s debts and liabilities contracted before they ceased to be a Member;
(b) the costs, charges and expenses of the winding up; and (c) adjustmentoftherightsofthecontributoriesamongthemselves.
16.2 Application of property on winding up
If any property remains on the winding-up or dissolution of the Company and after satisfaction of all its debts and liabilities, that property may not be paid to or distributed among the Members but must be given or transferred to an organisation, to be determined by the Members at or before the time of dissolution, the purposes of which, as stated in its constitution, are restricted to promoting objects which are similar to those of the Company as set out in article 1.1 and which is prohibited from distributing its income and property among its Members to an extent at least as great as imposed on the Company under this Constitution, and is a public benevolent institution for the purposes of Item 4.1.1 in section 30- 45(1) of the Income Tax Assessment Act 1997.
17. Accounts
The Directors must cause the accounts of the Company to be audited in accordance with the requirements of the Corporations Act.
18. Definitions and interpretation
18.1 Definitions
In this constitution unless the contrary intention appears:
Article means an article of this Constitution.
Auditor means the auditor for the time being of the Company.
Chairman means the Chairman of the board of Directors of the Company and Deputy Chairman means the deputy Chairman of the board.
Company means St Mary’s Community Ltd. Constitution means this constitution as it is amended from time to time. Corporations Act means the Corporations Act 2001 (C’wlth). Director means a director of the Company. Directors means all or some of the Directors of the Company acting as a board. Member means a Member of the Company. Part means a part of this Constitution. Registered Office means the registered office for the time being of the Company.
St Mary’s Community Ltd | Constitution | October 2011
20
Representative means a person appointed to exercise powers of a Member which is body corporate in accordance with the Corporations Act.
Secretary means a person appointed as a Secretary of the Company, and where appropriate includes an acting Secretary and a person appointed by the Directors to perform all or any of the duties of a Secretary of the Company.
18.2 Interpretation
In this constitution unless the contrary intention appears:
(a) the word person includes a firm, a body corporate, an unincorporated association or an authority;
(b) the singular includes the plural and vice versa;
(c) whereawordorphraseisgivenaparticularmeaning,theotherpartsofspeechand grammatical forms of that word or phrase have corresponding meanings;
(d) a reference to writing includes typewriting, printing, telex, telegram, facsimile and other modes of representing or reproducing words in a visible form;
(e) a reference to an article is a reference to one of the articles;
(f) a power, an authority or a discretion given to a Director, the Directors, the Company in general meeting or a Member may be exercised from time to time and at any time.
18.3 Corporations Act
In this Constitution unless the contrary intention appears:
(a) an expression has, in a provision of this Constitution that deals with a matter dealt with by a particular provision of the Corporations Act, the same meaning as in that provision of the Corporations Act; and
(b) “section” means a section of the Corporations Act.
The provisions of the Corporation Act that apply and replaceable rules are displayed by this Constitution and accordingly do not apply to the Company.
18.4 Headings
Headings are inserted for convenience and do not affect that interpretation of this Constitution.
No Comments on "CONSTITUTION St Mary’s Community"