Anne McDonald Centre Inc. CONSTITUTION


Anne McDonald Centre Inc.

1.   NAME.
The organisation shall be called the ANNE MCDONALD CENTRE INCORPORATED,  hereinafter referred to as the organisation.
The objects of the organisation shall be
(a) to promote the welfare of people with severe expressive communication disabilities;
(b)     to provide and promote facilities to enable people without speech to look at and try out alternative means of communication;
(c)     generally to provide or promote facilities and services for those people, and in particular to aid them to develop to their maximum potential physically, intellectually, socially, academically, vocationally and recreationally;
(d)     to work for the establishment of residential facilities where these people can develop in an accepting and encouraging environment;
(e)     to provide information and counselling to assist the families of these people to accept their abilities;
(f)     to advocate the cause of these people to the community;
(g)     to promote and develop systems of communication that will assist or enable these people to communicate freely;
(h)     to do any other thing necessary to advance the welfare of these people.
(a)     Any person may apply for membership who is interested in the welfare of people with severe expressive communication disabilities and is prepared to abide by the objects and policy of the organisation.
(b)     Every such person shall have their name entered in the register of members upon approval of their application by the Committee and payment of an annual subscription to be determined by the Committee. Such subscriptions shall become due at the end of each financial year, and when paid shall entitle such persons to vote at all General Meetings and Extraordinary Meetings of members and shall be eligible to accept office on the General Committee. A member shall be deemed financial until June 30th each year.
(c)     The Secretary shall maintain a current register of members which shall be available for inspection at the office of the Anne McDonald Centre Inc.
(d)     The Committee shall have power to waive the payment of the subscription in special circumstances, particularly of genuine hardship.
(e)     A member of the organisation who has paid all moneys due and payable by him or her to the organisation may resign from the organisation by first giving one months notice in writing to the Secretary of his or her intention to resign, and upon the expiration of that period of notice the member shall cease to be a member.
(f)     Upon the expiration of a notice given under sub-clause 3(e), the Secretary shall have made in the register of members an entry recording the date on which the member by whom the notice is given, ceased to be a member.
(g)     Subject to these rules, the Committee may by resolution
(i)       expel a member from the organisation;
(ii)       suspend a member from membership of the organisation for a specified period.
(h)     Any person denied membership shall have a right of appeal to the members of the organisation and any denial of membership expulsion or suspension shall not be effective unless confirmed by a majority of members.
(i)     If a grievance exists between a member and the organisation, or a member and any person acting with the organisation’s authority, the parties to the grievance must meet as soon as possible to discuss the matter. If the grievance remains unresolved, a mediator appointed by the organisation’s solicitors, as retained from time to time, must be appointed and meet with the parties to resolve the matter. If the parties do not reach agreement at the meeting or within seven days following the meeting then the mediator’s role shall change to that of an expert and the expert’s decision shall be final. A member may appoint any person to act on the member’s behalf throughout this grievance procedure. 
         The organisation shall undertake proper procedures, having regard to the rules of natural justice and the requirements of the Associations Incorporation Act 1981 (Vic) as amended from time to time, when following the procedure under this rule or any other rule relating to membership. 
(a)     The organisation shall be managed by a Committee of members, which shall consist of President, Vice-President, Secretary, Treasurer and not fewer than six or more than eight ordinary members of the Committee. The Committee shall be elected at the Annual General Meeting and subject to termination of office or resignation or otherwise shall remain in office for one year. The Committee has power to appoint new members to fill until the next Annual Meeting vacancies caused by resignation or otherwise. All retiring members shall always be eligible for re-election, except that no office bearers shall be eligible to hold the same office for more than four consecutive years.
(b)     The organisation in General Meeting may by resolution remove any member of the Committee before the expiration of his or her term of office and appoint another member in his or her stead to hold office until the expiration of the term of the first mentioned.
(c)     No member of the Committee shall directly or indirectly supply goods or services to the Association where such goods or services can be as satisfactorily obtained elsewhere locally.
(d)     No member of the Committee shall vote as a member of the Committee in respect of any contract or arrangement in which he or she is so interested as aforesaid, and if he or she do so vote his or her vote shall not be counted.
The Committee may from time to time appoint from among the members of the organisation such Sub-committees as they may deem necessary or expedient and may depute or delegate to them such powers and duties of the Committee as the Committee may determine, excepting the power of delegation. Such Sub-committees shall periodically report their proceedings to the Committee and shall conduct their business in accordance with the directions of the Committee.
A resolution for any alteration of the Rules and Objects of the organisation must be received in writing by the Secretary at least twenty-one (21) days prior to a General Meeting and no article in the Constitution shall be altered save by a vote of a 3/4 majority of members at a meeting held not less than twenty-one (21) days after such notice of intention to propose such alteration has been given by the Secretary. Any such alteration shall become effective only when approved by the Department of Consumer Affairs.
A General Meeting of the organisation shall be held in every year not later than November 30 to transact the following business:
(a)      to receive and, if approved, adopt the report of the Committee;
(b)     to receive and, if approved, adopt a statement of the organisation's accounts for the preceding financial year, as audited by the organisation's auditor;
(c)     to consider and, if approved, sanction any duly made alteration to the Constitution;
(d)     to elect an auditor;
(e)     to elect the officers and other members of the Committee;
(f)     to deal with any matter which the Committee desires to bring before the members, and to receive suggestions from the members for consideration by the Committee;
(g)     to consider any matter which any contributor wishes to bring before the members, and of which at least seven (7) days notice has been given.
A Special General Meeting may be convened at any time by the Committee, and shall be convened within twenty-one days from the receipt of a requisition in writing signed by not less than ten members of the organisation specifying the object of the meeting for any of the following purposes:
(a)     to consider and, if approved, sanction any duly made alteration to the constitution;
(b)     to deal with any special matter which the Committee may desire to place before the members;
(c)     to deal with any special matter which the members desiring the meeting may desire to place before the organisation.
All Annual General Meetings shall be notified to the members by the Secretary at least ten (10) days and all special Meetings at least seven (7) days before the day on which such meeting is to be held, and shall in the case of Special General Meetings specify the matters to be dealt with.
a)     Committee meetings shall be held regularly on dates to be determined by the Committee. Any member may attend any meeting of the Committee without invitation but shall not have the right to vote on any matter. Any person otherwise interested but not a member may attend Committee meetings if invited but shall not have the right to vote on any matter.
b)     Written notice of each ordinary or special meeting shall be served on each member of the Committee by delivering it to him or her before the meeting or by sending it to him or her by email or by post in a prepaid letter addressed to his or her last known address in time to reach him or her prior to the meeting being held. 
c)     Except as otherwise provided in these Rules, the Secretary shall keep under his or her control all books documents and securities of the organisation.
11.   QUORUM.
At Committee Meetings five (5) shall form a quorum.
At General Meetings ten (10) shall form a quorum.
12.   VOTING.
a)      Every person eligible to vote shall have one vote. All votes shall be given personally or by proxy. If required by two members present at the meeting at which the question arises voting shall be by secret ballot. Otherwise voting shall be by show of hands.
b)     At all General and Special General Meetings and meetings of the General Committee, the President or, in his or her absence, the Vice President shall preside but if neither of these officebearers is present, the members of the General Committee present shall choose one of their number to be Chairman of that meeting. The Chairman shall have in addition to his or her deliberative vote a casting vote in the event of an equality of voting.
13.   MINUTES.
a)     The Secretary shall be responsible for having accurate minutes kept of all meetings and shall on request make these available for examination by any member of the General Committee. The Secretary shall be responsible for having correspondence and motions dealt with and for having members notified of all meetings.
b)     No resolutions of a meeting shall be rescinded unless fourteen days notice be given to Committee members.
14.   FINANCE.
a)     The Treasurer shall be responsible for the receipt of all monies and the issuing of receipts for same, the payment of all accounts which have been passed for payment by the General Committee, and the proper recording of all such receipts and payments, and shall submit a financial report to each General Meeting.
b)     The General Committee shall take the necessary steps to open a bank account in the name of the organisation and all monies received shall be paid into the account forthwith. All accounts shall be authorised and passed by the General Committee and countersigned by the Treasurer. Withdrawals may be made from the organisation’s bank account on the signature of the Treasurer and any one of the President, the Vice-President or the Secretary, and by authorised staff of the organisation.
c)     The financial year shall run from July 1st to June 30th next following.
d)     The accounts and records shall be available for inspection by members at the office of the Anne McDonald Centre Incorporated.
e)     The funds of the organisation shall be derived from annual subscriptions, donations, government grants and such other sources as the Committee determines. No fundraising venture constituting a public appeal, as defined by the Fundraising Appeals Act 1998, is to be undertaken without the previous consent of the Department of Consumer Affairs.
15.   AUDITOR.
a)     An auditor 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 General Committee 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 following Annual General Meeting.
b)     The fees and expenses of an auditor shall be fixed by members at the Annual General Meeting or if so authorised by the members at the last preceding Annual General Meeting, by the Committee.
c)     An auditor shall be a member of the Institute of Chartered Accountants in Australia or the Australian Society of Accountants or any other recognised body or shall be a person qualified in business practice who can carry out the duties of auditor.
d)     The auditor shall not be a member of the General Committee.
e)     The auditor shall have access to the books and accounts of the organisation at all times, shall make reports as he or she considers necessary direct to the Committee, shall make a report to the contributors at the Annual General Meeting on every balance sheet and statement of income and expenditure laid before such General Meeting during his or her term of office, and may if he or she considers it desirable to do so, make a report direct to the members in General Meeting and/or to the Department on any other matter coming within the scope of his or her duties.
a)     The assets of the organisation, whether income or property, shall be applied solely to the furtherance of its objects, and no portion shall be given or transferred directly or indirectly to members of the organisation, excepting that payment in good faith may be made of remuneration to a member of the organisation for goods supplied in the ordinary course of business, or for any reasonable out of pocket expenses incurred by a member of the organisation acting under the authority of the General Committee.
b)     Any member of the Committee who has a financial interest in any contract or arrangements made or proposed to be made by the organisation shall disclose his or her interest at the first meeting of the Committee at which the contract or arrangement is first taken into consideration if his or her interest then exists, or in any other case at the first meeting of the Committee after the acquisition of his or her interest or if he or she becomes interested in a contract or arrangement after it is made or entered into at the first meeting after he or she becomes so interested; and no member of the Committee shall vote as a member of the Committee in respect of any contract or arrangement in which he or she is so interested.
a)     The organisation shall not be wound up or dissolved except by consent of three-fourths of those present at a Special General Meeting of members of the organisation, such a meeting having been called for that purpose. The Committee shall then proceed to realise the assets of the organisation.
b)     Any and all assets remaining after full settlement of all just debts and liabilities incurred by the organisation shall be disposed of by transfer to some other organisation which has in its constitution a clause or paragraph prohibiting the gift or transfer of its assets to any of its members or contributors vide Section 78 (i) (a) of the Income Tax Act, provided that where the Commonwealth or State Governments have paid a capital grant towards the cost of purchasing or improving any asset, it will be within the power of the said Government by any appropriate Minister of Authority to determine the disposal of such asset or assets, having due regard to the proportion of the capital costs paid by the organisation.
c)     Upon completion of dissolution procedures application shall be made to the Department for cancellation of registration under the Associations Incorporation Act.
Two (2) copies of the Annual Report, an audited statement of the financial affairs, and the names and addresses of the office bearers shall be forwarded to the Department of Consumer Affairs within two months following the Annual General Meeting each year.
All investments made by the organisation shall be in accordance with the provisions of the Trustee Act 1958 No. 6401.
20.   SEAL.
a)     The Common Seal of the organisation shall be kept in the custody of the Public Officer.
b)     The Common Seal shall not be affixed to any instrument except by the authority of the Committee and the affixing of the common seal shall be attested by the signatures either of two members of the Committee or of one member of the Committee and of the Public Officer of the organisation.
24 November 2011


Anne McDonald Centre. 538 Dandenong Road, Caulfield 3162 Victoria, Australia Ph: 03 9509 6324, Fax: 03 9509 6321
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