ABH Constitution

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CONSTITUTION OF
AUSTRALIA BRINGING HOPE INCORPORATED

1.       Name

The name of the Association shall be Australia Bringing Hope Incorporated and is hereinafter called "the Association".

2.       Objects

The objects of the Association shall be:

2.1     to provide aid to developing countries

2.2     to provide financial and practical support to programmes and projects that will improve communities in developing countries in the areas of health, medicine, housing, food, clothing, education, counselling and income generating projects

2.3     to raise moneys by way of donations and fund raising with respect to the programmes or projects of the Association

2.4     to establish a developing country relief fund in furtherance of the objects of the Association

2.5     to enter into partnership with indigenous organizations in developing countries for the furtherance of the objects of the Association

2.6     to provide short term relief to developing countries in times of flood, famine, earthquake, storm damage and other like disasters and to provide and distribute clothing food tools, safe drinking water, housing and medical and dental services

2.7     to set up and establish development projects in developing countries which are sustainable in the long term and which will be ultimately run and maintained by local community members including the establishment and maintenance of medical clinics, vocational schools, safe housing for orphans and other children, factories and workshops and such other similar long term community development programmes

2.8     to do all such other things as may be incidental to the attainment of these objects.

3.       Powers

The Association shall have all the powers conferred by Section 25 of the Associations Incorporation Act ("the Act") and in addition shall have the following powers:

3.1     to make all such applications as may be necessary to enable donations collected by the Association to be tax deductible for donors

3.2     to make all such applications as may be necessary to enable the Association to become an "approved organization" through Aus Aid

3.3     to apply for all such grants from government, non-government and semi-government organizations as the Association may think fit in furtherance of its objects

3.4     to employ such person or persons as may be necessary for the furtherance of the objects of the Association

4.       Management

4.1     Management of the Association shall be vested in the Board of not less than three (3) nor more than twelve (12) persons comprising:

4.1.1     such person or persons as shall be nominated by the Leadership of Clare Valley New Life Church Ltd

4.1.2     1 person nominated by the employees (if any) of the Association.

4.2     All members of the Board shall be full voting members.

4.3     A member of the Board shall cease to hold such office upon:

4.3.1     resignation in writing delivered to another member of the Board

4.3.2     in the case of a person referred to in 4.1.1 revocation of nomination by the Leadership of Clare Valley New Life Church Ltd,   or

4.3.3     in the case of a person referred to in 4.1.2 termination of that person's employment with the Association, or revocation of that person's nomination by not less than 75% of the employees of the Association

4.3.4     absence for five successive Board meetings without explanation acceptable to the Board.

4.4     The Board shall have full power to do all such things as shall be necessary for the attainment of the objects of the Association.

5.       General Meetings

5.1     General meetings which shall include Annual General Meetings and Special General Meetings shall be held not less than once in each calendar year.

5.2     Notice of not less than two (2) days of all general meetings shall be distributed to all Board members.

5.3     All members of the Board shall be entitled to one vote at any general meeting at which they are present.

5.4     A quorum at any general meeting shall be three (3) members.

5.5     If at any general meeting there is no quorum within thirty (30) minutes of the time appointed for the meeting then a majority of members present may decide to adjourn the meeting for a period not exceeding fourteen (14) days.  The quorum for such adjourned meeting shall be reduced to two (2) failing which the meeting will lapse altogether.

5.6     A Special General Meeting shall be called by the Chief Executive Officer within twenty eight (28) days of receipt of a directive of the Board or a written request of three (3) Board members specifying the business to be conducted at the meeting.

5.7     The Annual General Meeting shall be held at least once in each calendar year and not more than three months after the close of the financial years which shall be the 30th day of June.

5.8     The Board may holding meetings of its members at two or more venues using any type of current or future technology that gives to members of the Board a reasonable opportunity to participate in the meeting.

5.9     The business of the Annual General Meeting shall be:

5.9.1     to receive the Chief Executive Officer's report for the previous financial year

5.9.2     to receive the report of the representative of the employees of the Association for the previous financial year

5.9.3     to receive the Treasurer's report and the audited financial statements for the previous financial year together with the financial budget for the current financial year

5.9.4     to elect or re-elect the Board members who must consent in person or in writing

5.9.5     to elect or re-elect the following officers from the members of the Board:
Chairperson
Chief Executive Officer
Secretary
Treasurer

5.9.6     to conduct any other business placed on the agenda before the commencement of the meeting.

6.       Voting

6.1     Voting shall be by show of hands except that:

6.1.1     the meeting may by a show of hands require that a vote shall be by secret ballot

6.1.2     any contested election at an Annual General Meeting or otherwise shall be by secret ballot

6.2     Resource persons with special interests or knowledge relevant to the Association may be invited to attend any meeting and to speak at the discretion of the Chairperson but such person may not vote.

7.       Chairperson

7.1     The Chairperson shall keep the common seal which shall be affixed only by resolution of the Board and in the presence of two (2) Board members.

7.2     The Chairperson at any meeting shall have a personal deliberative vote and shall in addition have a casting vote if votes are equal.

7.3     The Chairperson shall chair all Board meetings except that in the absence of the Chairperson or at the request of the Chairperson or a majority of the Board another member of the Board may be elected as the Chairperson for that meeting.

7.4     The Chairperson shall prepare the agenda for general meetings.

7.5     The Chairperson shall encourage full balanced participation in meetings by all persons and shall decide on matters of order.

7.6     The Chairperson shall act as spokesperson unless an alternative spokesperson has been appointed by the Board.  The spokesperson shall make statements in accordance with previously agreed policy, or in emergency following consultation with at least two (2) members of the Board.

8.       Treasurer

8.1     The Treasurer shall cause moneys received to be paid into an account authorized by the Board in the name of the Association.  Payments shall be as petty cash or by cheque signed by two (2) authorized signatories of whom there shall be no more than five (5) appointed by the Board.  Major or unusual expenditure shall be authorized in advance by the Board.

8.2     The Treasurer shall cause records to be kept of all receipts and payments and other financial transactions which records shall be available for inspection by any member.
8.3     The Treasurer shall cause to be prepared financial budgets and statements and shall submit a report on the finances to the Board.

8.4     The Treasurer shall present audited accounts to the Annual General Meeting.

8.5     International money transfers may be transacted by any one signatory who shall be authorized to act in that capacity by the Board.

9.       Chief Executive Officer

9.1     The Chief Executive Officer shall give notice of meetings in accordance with the provisions of this Constitution.

9.2     The Chief Executive Officer shall cause records to be kept of the Association including the Constitution and policies, records of members of the Board, a register of minutes of meetings and of notices, a file of correspondence and records of submissions and reports made by or on behalf of the Association.

9.3     In the absence of the Chief Executive Officer or at the request of the Chief Executive Officer or of a majority of the Board another member shall be elected as minutes secretary.

9.4     The Chief Executive Officer shall be the Public Officer of the Association.

10.       Amendment of Constitution Rules

10.1     This Constitution may be repealed or amended by:

10.1.1     resolution of two-thirds of the members of the Board present and voting at a general meeting of which not less than seven (7) days written notice including notice of the proposed repeal, alteration or amendment has been distributed to all members and

10.1.2     by resolution of the majority of members of Clare Valley New Life Ltd present and voting at a general meeting of which not less than seven (7) days written notice including notice of the proposed repeal, alteration or amendment has been distributed to all members.

10.2     Rules for the proper administration of meetings or business or the administration of the activities of the Association may be made, repealed or amended by a simple majority of the Board at any meeting of the Board provided that not less than seven (7) days written notice including notice of the proposed new rule, repeal or amendment has been distributed to all members.

11.       Finances and Property

11.1     Persons who by authority accept or incur any pecuniary liability on behalf of the Association shall be held indemnified against any person or loss in respect of such liability.

11.2     The income property or funds of the Association shall be used and applied solely towards the promotion of the objects and shall not be paid or transferred to the members or relatives of members of the Board provided that nothing herein contained shall prevent any payment in good faith to any person in return for services actually rendered or to any person in furtherance of the objects of the Association and without undue preference.

11.3     An employee of the Association shall notwithstanding that employment be entitled to be a member of the Board provided that

11.3.1     no person employed permanently or regularly by the Association on a substantial basis shall be a member of the Board unless specifically provided in this Constitution

11.3.2     an employee shall not take part in decisions relating to employment and at the request of the majority of the Board shall remain absent from deliberations relating to any employee.

11.4     On dissolution all property whether real or personal remaining after payment of all debts and legal liabilities shall be transferred to such other body formed for promoting similar objects or for charitable objects as shall be approved by the Association provided that:

11.4.1     such other bodies shall also prohibit the distribution of income and property to the members to the extent stated herein

11.4.2     if the Association shall have been approved pursuant to Section 78 (1) of the Income Tax Assessment Act then such other body shall also be so approved and

11.4.3     the Association shall not be dissolved except by the approval of:

  1. not less than three quarters of the members of the Board present and voting at a meeting called for that purpose of which not less than one (1) calendar month's written notice including notice of the proposed dissolution has been given to all members and
  2. Clare Valley New Life Church Ltd.