AgreementDeed template
Alzheimer's Australia TasLiving with dementiaG.P.O. Box
1608,HOBART, TASMANIA
Constitution of
Dementia & Alzheimer's Association (Tasmania) Inc
Trading as
Alzheimer's Australia Tasmania
I,Lawyer, Notary Public and President of Dementia &
Alzheimer's Association (Tasmania) Inc certify that this is a true
copy of the current Constitution of Dementia & Alzheimer's
Association (Tasmania) Inc.
Dementia & Alzheimer's Association Tasmania Inc |
7224301_4.docx
23
CONSTITUTION OF
Dementia & Alzheimer's Association (Tasmania) Inc
NameThe name of the association is Dementia & Alzheimer's
Association (Tasmania) Inc.The Association is licensed to use the
business names Dementia Australia, Alzheimer's Australia and
Alzheimer's Australia (Tas).The Association may for the purpose of
its business and in furtherance of its objectives also trade under
other names which may be separately registered.DefinitionsIn this
Constitution, unless the contrary intention appears:
'Act' means the Tasmanian Associations Incorporation Act 1964 as
amended from time to time.
'Association' means Dementia & Alzheimer's Association
(Tasmania) Inc.
'Advisory and Advocacy Committees' means one of the regional
committees set up to provide advice to the Board. The term of
reference for Advisory and Advocacy Committees are set out in
Appendix 'A' of this Constitution.
'Board' means Board of Management of the Association elected or
appointed pursuant to this Constitution.
'By-law' means a regulation for the operation of the Association
determined by the Board and ratified by the membership, consistent
with and additional to this Constitution.
'Dementia' includes Alzheimer's disease and other related
disorders.
'Executive' means an Executive Committee established by the
Board under clause 10.5(e) of this Constitution.
'Member' means any member of the Association.
'Executive Director' means the person appointed by the Board to
be the chief executive officer of the Association.
'Ordinary Member of the Board' means a member of the Board who
is not an officer of the Association as defined by clause REF
_Ref483313594 \w \h \* MERGEFORMAT 12.1 of this Constitution.
'President' means the person elected to the office of President
of the Association.
'Public Officer' means the person elected to be the Public
Officer of the Association.
'Seal' means the common seal of the Association.
'Secretary' means the person elected to the office of
Secretary.
'Special Resolution' means a special resolution defined in the
Act.
'Treasurer' means the person elected to the office of
Treasurer.
Expressions referring to writing will be construed as including
references to printing, lithography, photography and other modes of
representing or reproducing words in a visible form unless the
contrary intention appears.
Objectives and Purposes of the AssociationThe objectives of the
Association will be to:Provide support to people living with
dementia, their carers, family and friends.Educate and inform the
public, and the medical and caring professions, of the problems
associated with dementia.Stimulate and/or contribute to research to
improve the management, treatment and prevention of dementia.Raise
government and community awareness and encourage action by
highlighting the needs of people living with dementia, their
carers, family and friends.Seek provision of suitable short and
long term accommodation or other facilities and services for people
living with dementia their carers, family and friends.Disseminate
information and news to members of the Association. To distribute
and publish material to meet the objects of the Association and to
establish any libraries or collections of information as are deemed
appropriate.Co-ordinate those committees, branches, chapters and
groups as are appropriate. To affiliate or amalgamate with and to
elect nominees to other bodies with similar objectives and
interests.Raise funds to further the Association's objects and
purposes.Powers of the AssociationThe Association will have the
power to do all things as it may legally in accordance with the
Act. Without limiting those powers the Association may:Purchase,
take on, lease or in exchange hire or otherwise acquire any real
and personal property that may be/deemed necessary or appropriate
for any of the purposes of the Association.Construct, maintain or
alter any houses, building or other works necessary or convenient
for the purposes of the Association.Accept any gift of property
whether subject to any special trust or not. Sell, manage, lease,
mortgage, dispose of or otherwise deal with all or any part of the
property of the Association.Take any steps by personal or written
appeals, public meetings or otherwise as may from time to time be
deemed expedient for the purpose of procuring contributions to the
funds of the Association by way of donations annual subscriptions
or otherwise.Borrow raise or assure the payment of money in any
legal measure the Association may think fit and in particular by
the issue of bonds bills of exchange promissory notes securities
mortgages or debentures or debenture stock (perpetual or
otherwise).Open and operate bank accounts; and invest any moneys of
the Association not immediately required for any of its objects in
any manner as may from time to time be determined in accordance
with the rules of the Association.Administer any property on
trust.Give any security for the discharge of liabilities incurred
by the Association as the Association thinks fit.Appoint agents to
carry out any business of the Association on its behalf. Seek
funding from all levels of Government and business to further the
objectives of the Association.Conduct enterprises with the aim of
making profits for use in furthering the objectives of the
Association provided it is in accordance with the law.Conduct
and/or facilitate training and education whether for profit or not,
provided the profit is used to further the objectives of the
Association.Enter into any other contract it considers necessary or
desirable.MembershipMembership of the Association shall be divided
into two categories, namely the Governing Member; andthe Legacy
Member.Governing MemberThe Governing Member shall be Dementia
Australia Ltd ACN 607 890 317 (formerly Alzheimer's Australia
Ltd).Legacy MembersLegacy Membership shall be any person or
organisation whose name is entered in the register of Members and
who is not also the Governing Member. For the avoidance of doubt,
Legacy Members include all existing Members who had previously been
granted membership of the Association as at [insert date of
adoption of new rules] and are not also the Governing Member. A
person or organisation who is nominated and approved for membership
as provided in these rules is eligible to be a member of the
Association on payment of the annual subscription fixed under these
rules.A person or organisation who is not a member of the
Association at the time of the incorporation of the Association is
not to be admitted to membership:unless the person or organisation
is nominated in accordance with clause REF _Ref483313624 \w \h \*
MERGEFORMAT 5.3; andthe admission as a member is approved by the
Board.The nomination of a person or organisation for membership of
the Association is to be:made in writing and signed by the person
or organisation nominated showing their written consent; anlodged
with the Secretary of the Association.As soon as practicable after
the receipt of a nomination, the Secretary is to refer the
nomination to the Board.On a nomination being approved by the
Board, the Secretary:is to notify the nominee, in writing, that he,
she or they have been approved for membership of the Association;
andupon receipt of the sum payable as the first year's
subscription, is to enter the nominee's name in a register of
members.An organisation who is a member may nominate a person, or
position of their organisation to attend meetings on behalf of the
member organisation.A member of the Association may resign from the
Association by delivering or sending by post to the Secretary, a
written notice of resignation.On receipt of a notice from a member
under clause 5.35.7, the Secretary is to remove the name of the
member from the register of members.A person or
organisation:becomes a member of the Association when his, her or
its name is entered in the register of members; andceases to be a
member of the Association when his, her or its name is removed from
the register of members.Any right, privilege or obligation of a
person or organisation as a member of the Association:is not
capable of being transferred or transmitted to another person or
organisation; andterminates on the cessation of the membership.If
the Association is wound up:every member of the Association;
andevery person or organisation that, within the period of 12
months immediately preceding the commencement of the winding up,
was a member of the Association is liable to contribute:to the
assets of the Association for payment of the debts or liabilities
of the Association; andfor the costs, charges and expenses of the
winding up; andfor the adjustment of the rights of the
contributories among themselves.Any liability under clause 5.75.11
is not to exceed the most recent annual subscription set by the
Association.A former member is not liable to contribute under
clause 5.75.11 in respect of any debt or liability of the
Association contracted after he, she or it ceased to be a member.A
member expelled under clause REF _Ref483313673 \w \h \* MERGEFORMAT
8 may rejoin the Association with the express approval of the
Board.A nomination of a person or organisation for an honourary
life membership of the Association is to be:made in writing and
singed by two (2) members of the Association;lodged with the
Secretary of the Association;put to the Board for a recommendation;
andthen put to the members at a general meeting for
ratification.SubscriptionsEach member of the Association must pay
any annual subscription and any other fees paid in the manner that
the Board prescribes from time to time.At time of adoption of this
constitution subscription fees are:one year personal$
.................five years personal$..................one year
corporate$..................five years
corporate$..................Cessation of MembershipA member may at
any time by giving written notice to the Secretary resign
membership of the Association but will continue liable for any
annual subscription and all arrears due and unpaid at the date of
resignation and for all other moneys due to the Association.If the
subscription of a member remains unpaid for a period of time
determined by the Board that member will cease to be a member of
the Association.The Association will not be continuing the
membership category of Legacy Member after 30 June 2018 and all
Legacy Members will cease to be Members of the Association on and
from the earlier of the expiration of their then current membership
term (as at the date of adoption of this constitution) and 30 June
2018.Removal of a MemberSubject to giving a member an opportunity
to be heard or to make a written submission, the Board may resolve
to expel a member if the Board is satisfied that the member has
acted in a manner detrimental to the interests of the
Association.Particulars of the actions or conduct for which it is
proposed to expel a member must be communicated to the member at
least one month before the meeting of the Board at which the matter
will be determined.The determination of the Board must be
communicated to the member, and in the event of an adverse
determination the member will, (subject to 8.2 below), cease to be
a member fourteen (14) days after the Board has communicated its
determination to the member.It will be open to a member to appeal
to the Association in a general meeting against expulsion. The
intention to appeal must be communicated to the Secretary or Public
Officer of the Association within fourteen (14) days after the
determination of the Board to expel has been communicated to the
member.If an appeal under 8.2 above is lodged, the appellant's
membership of the Association will not be terminated unless the
determination of the Board to expel the member is upheld by the
members of the AssociationGoverning Member in general meeting after
the appellant has been heard by the members of the Association. If
that determination is upheld then membership will be terminated at
the date of the general meeting at which the determination of the
Board is upheld.A member against whom the Board intends to proceed
under clause 8.1 may upon being notified of the Board's intention
in accordance with clause 8.1(a) be suspended from membership of
the Association.Register of MembersThe Board will cause a Register
of all members of the Association to be kept in which will be
recorded the name and address of each member, the date on which
each member was admitted to the Association and if applicable, the
date of, and reason(s) for, termination of membership and any other
details as the Board may from time to time determine.The Register
will be available for inspection free of charge by any member of
the Association upon request.A member may make a copy of entries in
the Register, but may not use any of the information from the
Register for commercial purposes without the express permission of
the Board.Management
Subject to Section 23 of the Act the affairs of the Association
will be managed by a Board.
The Board shall consist of not less than seven (7) and not more
than eleven (11) persons, who shall be members of the Association
or an authorised representative of a member
organisation.Appointments and nNominations for election appointment
to the Board must:be made by taking into account the range of
skills required for its purpose; andinclude a maximum of four (4)
Board members elected at the Annual General Meeting from
nominations made through the Advisory and Advocacy Committees; and
include the balance of the members of the Board who are to be
appointed by the Board and ratified by the members Governing Member
at the Annual General Meeting following the appointment.Without
limiting clause 10.1, if the number of members of the Board falls
below seven (7), a meeting of at least half the remaining members
of the Board must be held for the purpose of appointing sufficient
new members of the Board to bring the membership of the Board back
to at least seven (7) persons, or up to eleven (11) persons at the
discretion of the Board.The Executive Director will be an employee
of the Association appointed by the Board.
The Executive Director shall be required to attend meetings of
the Executive and the Board, but shall not have voting rights at
the meetings of the Executive or the Board.
The Board may, subject to this Constitution together with any
By-laws, the Act and Regulations, exercise all powers and functions
as may be exercised by the Association that are not by Law or this
Constitution required to be exercised by the Association in a
general meeting. Without limiting those powers, the Board
may:suspend from membership any person who is the subject of a
resolution pursuant of clause 8.1;co-opt or purchase the service of
persons with particular expertise to assist the Board in meeting
its fiduciary responsibilities;appoint or remove any employee or
servant of the Association and determine the duties salaries and
remuneration of any employee or servant and make such arrangements
and enter into any agreements with them as it sees fit;form any
branch, division, committee, working party, project team or other
device to assist it in carrying out its responsibilities under any
terms of reference as the Board may determine provided that no
committee, working party, project team or other device will be
given power greater than those powers bestowed on the Board by this
Constitution or as may be limited by any resolution of a general
meeting of the Association. Any committee, working party, project
team or other device established by the Board will receive its
terms of reference including any delegation in writing;establish an
Executive Committee to act on behalf of the Board between scheduled
meetings of the Board with those powers as the Board may decide;The
Board may delegate its authority as deemed appropriate.
The Board will may establish (and dissolve) Advisory and
Advocacy Committees in Regional areas of the State to represent the
community Statewide and to provide input for the Board and the
Executive Officer of the Association on local needs and issues. The
terms of reference of the Advisory and Advocacy Committees are set
out in Appendix 'A' of this Constitution.
Election Appointment and and Ratification of Members of the
BoardMembers of the Board who were appointed by the Board must be
ratified by the Governing Member at the next Annual General Meeting
following the appointmentMembers of the Board nominated under
clause REF _Ref483313778 \w \h \* MERGEFORMAT 10.2(b) and REF
_Ref483313791 \w \h \* MERGEFORMAT 10.2(c) will be elected and/or
ratified at the Annual General Meeting and will hold office for two
(2) years.The Governing Member may by notice in writing appoint a
member to the Board at the Annual General Meeting, including to
replace a retiring Board member.Members of the Board elected
appointed at the Annual General Meeting as a result of nominations
by the Advisory and Advocacy Committees, or appointed by the Board
and then ratified by the Association Governing Member at the Annual
General Meeting, will take office after the conclusion of the
Annual General Meeting following their election appointment and/or
ratification and will hold office until the conclusion of the
Annual General Meeting when their term of office
expires.Ratification of Board members appointed by the Board will
be by a simple majority vote of the members at the Annual General
Meetingdetermined by the Governing Member. lf the members Governing
Member does not ratify any Board member appointed by the Board then
the Board may put forward further candidates for ratification at
the Annual General Meeting. If no Board candidate is ratified, the
Board will call a Special General Meeting for the selection of any
additional Board members required.
Office HoldersThe Office-holders of the Association will be the
President, Vice-President, and Treasurer.The office-holders shall
he elected annually from among the members of the Board, at the
Board Meeting following the Annual General Meeting, or appointed by
the Board at Board meetings as casual vacancies occur.The Board
will appoint a Secretary who may be:a member of the Board;a staff
member of the association;a volunteer; orany other person
appointed at the Board's discretion, who will not be entitled to
vote unless they are a member of the Board.
Public OfficerThe Association will elect a Public Officer from
the other Board members at the Annual General Meeting. The Public
Officer will be responsible for carrying out all the duties of a
Public Officer as set down in the Act.Vacancy on the BoardThe
position of a member on the Board will become vacant if the
memberresigns his/her office by notice in writing to the
Association;becomes insolvent under administrationcommits an act of
bankruptcy or makes any arrangement or composition with his/hers
creditors generally;becomes prohibited from being a member of a
board by reason of any order made under the Law;becomes of unsound
mind or a person whose estate is liable to be dealt with in any way
under the Powers of Attorney Act 2000 or the Guardianship &
Administration Act 1995; is absent without permission of the Board
from three (3) consecutive meetings of the Board; oris removed by
the Governing Member under these Rules.; orceases to be a member of
the Association or ceases to be an authorised representative of a
member organisation or the member organisation for which he/she is
the authorised representative ceases to be a member.In the case of
any vacancy on the Board due to death, resignation or removal from
office, the Board may co-opt another person to fill the vacancy.A
vacancy in the Office of President will be filled by the
Vice-President.A vacancy in the Office of the Vice-President,
Secretary or Treasurer will be filled by the Board electing another
member of the Board to hold that Office.Any person filling a
vacancy as an Office-bearer or member of the Board will retain that
office only so long as their predecessor would have retained it if
the vacancy had not occurred.The Board may act not-withstanding any
vacancy on the Board.Board MeetingsThe Board will meet as often as
is required to conduct the business of the Association but not less
than six (6) times each year.Board meetings will be held at various
locations and by telephone or video link up as available from time
to time. The Board will attempt to meet in regional areas
throughout the State on an annual basis.Special Meetings of the
Board may be convened by the President or by any three (3) members
of the Board.Notice of Board MeetingsWritten or by electronic
transmission notice of each Board Meeting must be given to each
member of the Board at least seven (7) days before the date of the
meeting.Written notice must be given to Board members of any
special meeting specifying the general nature of the business to be
conducted. No other business may be conducted at that
meeting.Quorum for Board MeetingsFor the transaction of its
business the quorum will be one half of the number of members of
the Board which, if not a whole number is taken to the next whole
number.No business may be conducted unless a quorum is present.If
within half an hour of the time appointed for the meeting, or any
other time the Board may from time to time decide a quorum is not
present then:in the case of a special meeting the meeting lapses.in
any other case, the meeting will stand adjourned to the same place
and the same time on a day in the following week, unless the Board
determines otherwise. If at the adjourned meeting a quorum is not
present within 30 minutes of the scheduled time for the meeting,
the members present (being not less than four) will have power to
decide all matters which could properly have been disposed of by a
quorum at the original meeting.Chair at Board MeetingsThe President
will chair all Board meetings of the Association. In the absence of
the President or if he/she declines to act, the Vice-President will
assume the chair.If at the expiry of fifteen (15) minutes after the
time appointed for holding a meeting of the Board the President and
Vice-President are not present, or if they decline to act, another
member of the Board will be elected to chair that meeting.Voting at
Board MeetingsResolutions of the Board will be passed or amended
only by the concurring vote of a majority of the votes cast by
members of the Board present at any meeting of which notice
outlining generally the business to be transacted has been given in
writing to every member of the Board at least seven (7) days before
the meeting.Questions arising at a meeting of the Board, or at a
meeting of any sub-committee appointed by the Board, will be
determined on a show of hands or, if a member requests, by a poll
taken in the manner as the person presiding at that meeting may
determine.Each member present at a meeting of the Board, or at a
meeting of any subcommittee appointed by the Board (including the
person presiding at the meeting) is entitled to one vote, and in
the event of an equality of votes on any question, the person
presiding may exercise a second deliberative vote.Members of the
Board must disclose any direct or indirect pecuniary interest in
matters considered by the Board and may not vote on those
matters.Removal of Board MemberThe Board will cause any member of
the Board falling within the provision of clause 14.1 to be removed
from the Board.The Association Governing Member in general meeting
may, by resolution, remove any member of the Board before the
expiration of the member's term of office for reasons of ill
health, incompetence, breach of this Constitution of the
Association or for not acting in the interest of the Association or
its members. The general meeting may appoint another member in
their place to hold office until the expiration of the term of the
removed member.A member who is the subject of a proposed resolution
referred to in clause REF _Ref483313875 \w \h \* MERGEFORMAT 20.2
may make representations in writing (not exceeding a reasonable
length) to the Secretary or President of the Association and may
request that the representations of the members of the Association.
That member will retain the right to speak at the general meeting
at which the proposed resolution is considered.The Secretary or the
President may give a copy of the representations to each member of
the Association or, if they are not so given, the member may
require that they be read out at the meeting.may be notice in
writing remove any member of the Board before the expiration of his
or period of office, and may by notice in writing, appoint another
person in his or her stead.Common SealThe association will have a
common seal upon which its corporate name must appear in legible
characters.The seal must not be used without the express
authorisation of the Board, and every use of the seal will be
recorded in the minute book of the Association. The affixing of the
seal must be witnessed by a member of the Board and countersigned
by the Executive Director or by a second member of the Board or by
some other person appointed by the Board for the purpose.General
MeetingsA general meeting of the Association means a meeting to
which all members are duly summoned.An Annual General Meeting of
the Association will be held each year before the thirtieth (30)
day of November. All general meetings other than the Annual General
Meeting will be called Special General Meetings. The provisions of
the clauses relating to general meetings relate to the Annual
General Meeting.The ordinary business of the Annual General Meeting
will be to:confirm the minutes of the previous Annual General
Meeting and of any Special General Meeting held since that
meeting:receive and consider a report from the Board of the past
year's activities, receive and consider the accounts and Auditor's
report;receive nominations for election to the Board pursuant to
Clause REF _Ref483313778 \w \h \* MERGEFORMAT 10.2(b) and hold
elections as necessary;ratify the appointments to the Board made by
the Board pursuant to Rule REF _Ref483313791 \w \h \* MERGEFORMAT
10.2(c)10.2: andappoint the auditor(s).
All other business transacted at the Annual General Meeting will
be special business.
A Special General Meeting can be convened by:the President of
the Association; orfour (4) members of the Board; orten (10)
members of the Associationthe Governing Member;
providing a written request to the Secretary. The written
request must:
0. be signed as appropriate by the requisitionists; andstate the
objects of the meeting.
Upon receipt of the written request the Board must call a
Special General Meeting within twenty-one (21) days.
If within twenty-one (21) days from the date of the requisition
being received the Board does not call a Special General Meeting,
then the President of the Association, or four (4) members of the
Board, or at least ten (10) members of the Associationthe Governing
Member may themselves convene that meeting, but the meeting so
convened will be held within three (3) months from the date of the
receipt of the requisition.
General meetings convened under this clause by the President of
the Association, four (4) members of the Board, or ten (10) members
of the Associationthe Governing Member must be convened in
conformity with the manner in which general meetings are convened
by the Board, and for this purpose the requisitionists will have
access to the Register of Members.
Subject to the provisions of any by-laws relating to special
business or agreements for shorter notice at least twenty-eight
(28) days notice (exclusive of the day on which the notice is
served or deemed to be served and exclusive of the day for which
notice is given) specifying the place, the day and the hour of a
meeting; whether it is an Annual General Meeting or a Special
General Meeting and in the case of special business, the general
nature of that business will be given to those persons who are
entitled to receive those notices from the Association.All business
transacted at a Special General Meeting is deemed to be special
business.No business other than that set out on the notice
convening a Special General Meeting may be conducted at that
meeting,A member intending to bring any business before a meeting
will notify in writing, or by electronic transmission, the nature
of the business to the Executive Director who will include that
business in the notice calling the next general meeting.Chair of
General MeetingsThe President will chair all general meetings of
the Association. In the absence of the President or if he/she
declines to act, the Vice-President will chair.If at the expiry of
thirty (30) minutes after the time appointed for holding a general
meeting the President and Vice-President are not present, or if
they decline to act, another member of the Board will be elected
Chair for that meeting.Notice of General MeetingsSubject to the
provisions of clause 40, the Board must send to members a notice
mentioning the day, place and hour of the proposed meeting and the
business to be transacted at the meeting, not less than
twenty-eight (28) days before a general meeting, but the
non-receipt of that notice by any member, or the accidental
omission to give notice to any member, will not invalidate the
proceedings of the meeting.An official publication of the
Association, in which is published notice of a general meeting,
posted to a member of the Association is deemed to meet the
requirements of this clause, provided that the publication in the
normal course of events can be expected to reach the member at
least twenty-eight (28) days before the date of the general
meeting.Quorum at General MeetingsExcept as otherwise provided in
this Constitution, a quorum at any general meeting will be ten (10)
membersthe Governing Member.If after thirty (30) minutes from the
time appointed for the meeting a quorum is not present then the
meeting:If the meeting is convened in accordance with a requisition
made under clause REF _Ref483313995 \w \h \* MERGEFORMAT 24.1 will
be dissolved.lf the meeting is an Annual General Meeting, it may
transact the ordinary business only and consideration of the
special business will be deferred to an adjourned meeting.If the
meeting is any other general meeting it will defer consideration of
all business to an adjourned meeting.An adjournment because of the
lack of a quorum will not be less than four (4) days nor exceed
thirty (30) days, the time and place of the adjourned meeting will
be appointed by the Chair of the general meeting. It will not be
necessary to give members notice of the adjourned meeting and the
members present (being not less than five (5)) will have power to
decide all matters which could properly have been disposed of by a
quorum at the original meeting.Adjournment of General MeetingsIf at
any general meeting the whole of the business appointed to be done
is not completed, the Chair may, with the consent of the meeting
Governing Member adjourn the meeting from time to time and from
place to place, but no business will be transacted at any adjourned
meeting other than the business left unfinished at the meeting from
which the adjournment took place.Provided the adjournment is no
more than fourteen (14) days, it will not be necessary to give
members notice of the adjourned meeting and the members present
(being not less than five (5)) whether members of the Board or
not,Governing Member will have power to decide all matters which
could properly have been disposed of by a quorum at the original
meeting.If the adjournment is more than fourteen (14) days, notice
of the adjourned meeting must be given in accordance with clause
40.Voting at General MeetingsA motion or an amendment proposed and
seconded at any general meeting (not being a motion involving any
addition revocation alteration or amendment to this Constitution)
will be put by the Chair and decided by the Governing Member a
majority of the members present on a show of handsor its
representative on a show of hands. The Legacy Members do not have
any voting rights.Upon the Chair announcing the result of a vote by
show of hands any member presentthe Governing Member may demand a
count, and on a count being demanded tellers must be appointed by
the Chair to make the count and the report of the tellers to the
Chair that a motion has been carried or lost will be conclusive.On
a vote by a show of hands each member the Governing Member present
in person will be entitled to one vote only but if a count is
called then votes by proxy will be counted. If a count is not
called then proxies will not be counted.In the case of a vote by a
show of hands or by a count, the Chair of the meeting may in the
event of an equality of votes exercise a second casting vote.If at
a meeting a poll is demanded or if any question related to the
business of the meeting by not less than three (3) members entitled
to vote, it must be taken at that meeting in the manner that the
Chair may direct and the resolution of the poll will be deemed to
be a resolution of the meeting on that question.
A poll that is demanded on a question of an adjournment or other
procedural matter must be taken immediately and a poll on any other
question must be taken at any time before the close of the meeting
as the Chair may direct.
A declaration by the Chair that a motion has been carried or
carried unanimously, or carried by a particular majority, or lost,
or not carried by a particular majority, and an entry to that
effect in the book of proceedings of the Association will be
conclusive evidence of the fact without proof of the number or
proportion of the votes recorded in favour of or against any
motion.Subject to any requirements of the Act, a resolution may be
passed without a general meeting being held by the Governing Member
recording the resolution and signing the record.Proxy VotingEach
member entitled to vote at a general meeting of the AssociationThe
Governing Member may appoint another person, whether or not a
mMember of the Association,also entitled to vote as a its proxy to
vote on its behalf at any General Meeting.The instrument appointing
a proxy must be in writing under the hand of the appointer and must
be received at the office of the Executive Director not less than
twenty-four (24) hours before the time of holding the meeting at
which it is to be used. Before the meeting the Executive Director,
or a person appointed by the Executive Director, must make a list
of all proxies.The instrument appointing a proxy for a specified
proposal to be dealt with at one or more meetings must be as nearly
as circumstances will admit in a form determined by the Board.A
person who is not a member entitled to vote must not act as
proxy.MinutesProper minutes of all proceedings of general meetings
of the Association and of meetings of the Board and any
sub-committees will be entered within one (1) month after the
relevant meeting in minute books kept for the purpose.The minutes
kept pursuant to this clause must be confirmed by the members of
the Association or the members of the Board or the members of the
subcommittee (as relevant) at the next meeting.The minutes kept
pursuant to this rule will be signed by the Chair of the meeting at
which the proceedings took place or by the Chair of the next
succeeding meeting at which the minutes are confirmed.Where minutes
are entered and signed they will, until the contrary is proved, be
evidence that the meeting was convened and duly held, that all
proceedings held at the meeting will be deemed to have been duly
held, and that all appointments made at a meeting will be deemed to
be valid.Disputes and MediationThe Board will cause to be developed
policy and procedures for the solving of disputes or grievances
relating to the Association between any:members and/or employees;an
employee or employees and the Association;members, clients and/or
carers and the Association, including employees and Board
members.The Association's disputes policy and procedures will be
available in printed form and circulated to any employee or member
of the Association requesting a copy.The Association's disputes
policy and procedures will be based on the rules of natural
justice.In the case of costs arising from any mediation process or
settlement of a dispute or grievance, those costs will be
apportioned equally between the parties unless agreed or otherwise
directed at law.Complaints by carers and/or clients which are
unable to be resolved using the internal dispute resolution
services of the Association will be referred to the Health
Complaints Commission or another appropriate external dispute
resolution body.Anti-Discrimination and Equal OpportunityThis
Constitution and any associated by-laws are to be interpreted so as
to give effect to the principles and legislation relating to equal
opportunity and antidiscrimination in the Commonwealth, States and
Territories in which the Association may operate and the Board will
develop procedures and practices for the Association to monitor and
ensure those provisions.Any Office-holder, member of the Board or
member of the Association against whom a charge of a breach of the
Association's procedures and practices referred to in clause 31.1
can be proven, and if after notification of that breach the action
continues, may be removed from membership of the Association.Any
employee of the Association against whom a charge of a breach of
the Association's procedures and practices referred to in clause
31.1 can be proven, and if after notification of that breach the
action continues, may be dismissed.Association Funds and
AccountingThe financial year of the Association will be from the
first (1st) day of July in any calendar year until the thirtieth
(30th) day of June in the following calendar year.The Treasurer on
behalf of the Board will keep true accounts of moneys received and
expended by the Association and of matters in respect of which all
receipts and expenditure takes place and of all property, credits
and liabilities of the Association.All moneys received by the
Association will be deposited in the Account or Accounts of the
Association with Financial Institutions approved by the Board.All
payments, including cheques, transfers, credit card transactions,
withdrawals, drafts, bills of exchange, promissory notes or other
negotiable instruments must be approved by the Board, which may
delegate its authority.The annual accounts together with the
auditor's report on the accounts, the Board's statement and report
will be provided to the members at the Annual General Meeting
and/or on request.Periodic ReturnsAny periodic returns prescribed
under Federal or State Government regulations must be lodged within
the designated time frame together with any required attachments,
accounts or reports.AuditOnce at least in each year a properly
qualified auditor or auditors appointed by the Annual General
Meeting must audit the accounts of the Association, including
Advisory and Advocacy Committees and any sub-committees.At each
Annual General Meeting the members Governing Member will appoint an
auditor or auditors who will hold office until the next Annual
General Meeting and will be eligible for reappointment.If an
auditor is not appointed at the Annual General Meeting, the Board
will appoint an auditor for the current financial
year.Non-ProfitabilityThe income and property of the Association
irrespective of its source must be applied solely towards the
promotion of the objects of the Association as set out in this
Constitution. No portion of it will be paid or transferred directly
or indirectly by way of dividend bonus or otherwise howsoever by
way of profit to the members of the Association.Provided that
nothing in this clause will prevent the payment in good faith of
reasonable and proper remuneration to any officer or servant of the
Association, or to any member of the Association in return for any
services actually rendered to the Association, nor prevent the
payment of interest at a rate not exceeding interest at the rate
for the time being charged by Bankers in the Commonwealth of
Australia for overdrawn accounts on money lent, or reasonable and
proper rent for premises demised or let by any member to the
Association.No member of the Board will be appointed to any
salaried office of the Association or any office of the Association
paid by fees. No remuneration or other benefit in money or money's
worth will be given by the Association to any member of the Board,
except repayment of out-of-pocket expenses and interest at the rate
in clause 35.2 on money lent, or reasonable and proper rent for
premises demised or let to the Association. Provided that the
provisions of this clause will not apply to any payment to any
company or organization of which a member of the Board may be a
member or an employee.Dissolution and Winding-UpA Special General
Meeting called for the purpose may, by a vote of not less than
three quarters of members of the Association entitled to vote who
vote in person at the meeting or by proxy, resolve to dissolve
Dementia & Alzheimer's Association (Tasmania) Inc.
A Special General Meeting will be convened in accordance with
this Constitution of the Association and will be convened with the
item 'Dissolution of Dementia & Alzheimer's Association
(Tasmania) Inc.' as the only item on the agenda.
A quorum for a Special General Meeting to dissolve the
Association will be seventy five percent (75%) of the members
entitled to vote. Members appointing valid proxies will be counted
as being present for the purposes of determining the quorum.If it
is resolved to dissolve the Association the Board must appoint a
receiver to wind up the affairs of the Association.If upon
dissolution after satisfaction of all debts and liabilities there
remains any property of the Association whatsoever, the same must
not be paid to or distributed among the members of the Association,
but must be given or transferred to some other organisation having
similar objects to the Association and which must prohibit the
distribution of its income and property among its members to an
extent no less than that which applies to the Association subject
to the provisions of the Act.LiabilityThe liability of members of
the Association must be limited to the amount of the subscription
determined by the Board.IndemnityEvery Board member, Auditor and
other officer for the time being of the Association must be
indemnified out of the assets of the Association against any
liability arising out of the execution of the duties of their
office which is incurred by them in defending any proceedings
whether civil or criminal in which judgment is given in their
favour or in which they are acquitted or in connection with any
application under the Law in which relief is granted to them by the
Court pursuant to the Law in respect of any negligence default
breach of duty or breach of trust.Custody and Inspection of Books
and RecordsThe Board will cause all accounts, books, securities and
other records of the Association to be kept in a secure manner and
subject to this Constitution and any requirement of the Act to make
those accounts, books, securities and other records available to
members for inspection.The Board will from time to time, subject to
the Law and this Constitution, determine whether and to what extent
and at what times and places, and under what conditions the
accounts, documents, and books of the Association, or any of them
will be open to the inspection of members (other than members of
the Board). No person not being a member of the Board will have any
right of inspecting any accounts, books and documents of the
Association except as conferred by statute or authorised by the
Board or by the Association Governing Member in general meeting.
The accounts, documents and books of the Association, or any of
them, will be open to the inspection of the Executive Director and
those other officers, clerks and servants of the Association who
may be authorised by the Board for the purpose of carrying out any
duties in respect of their employment.Where the Board makes a
determination under this clause:Those accounts, books, securities
and other records will be available for inspection free of charge.A
member may make a copy of those accounts, books, securities or
other records.NoticeAny notice required by law or under this
Constitution or under any By-laws to be given to any member will be
considered as meeting the provision of this Constitution if it is
given by:sending it by post to their registered address or to the
address supplied by them for the giving of notices. Where a notice
is sent by post service of the notice will be deemed to be effected
by properly addressing prepaying and posting a letter containing
the notice and to have been effected in the case of a notice of a
meeting on the day after the date of its posting and in any other
case at the time at which the letter would be delivered in the
ordinary course of post; ordelivering the notice to the member
personally; orfacsimile transmission, if the member has requested
that the notice be given to him or her in this manner; orelectronic
transmission, if the member has requested that the notice be given
to him or her in this manner;for general and special meetings,
inclusion in an official publication pursuant to clause 24.2.Notice
of every general meeting will be given in any manner as authorised
in this clause to:every member except those members for whom the
Association has no registered address or other address or an
address for the giving of notices; andthe Auditor or Auditors for
the time being of the Association.No other person will be entitled
to receive notices of general meetings.By-LawsThe Board will have
the power to make add to repeal or amend by-laws not inconsistent
with the Law or this Constitution for the time being in force
embodying additional provisions for the management and efficient
operation of the Association.Alteration of this ConstitutionThis
Constitution may be added to repealed or amended by special
resolution of Members entitled to vote an Annual or a Special
General Meeting called for the purpose provided that:the special
resolution will only be deemed to have been passed if, of the
entitled members of the Association who vote in person or by proxy
at the meeting, not less than three quarters vote in favour of the
resolution; andat least twenty-eight (28) days notice convening the
meeting has been given in accordance with this Constitution to all
members entitled to vote. The notice of meeting will contain or be
accompanied by a copy of the proposed alterations or additions to
this Constitution and specify the intention to propose the
resolution as a special resolution; andany additional requirements
for the alteration of this Constitution set out in the by-laws are
met.Notwithstanding clauses 42.1(a) to (c), a special resolution
may be effected without a meeting by the Governing Member passing a
written resolution in accordance with these Rules.
APPENDIX
ADVISORY AND ADVOCACY COMMITTEES
TERMS OF REFERENCE
FUNCTION
Each Advisory and Advocacy Committee (AAC) comprising a minimum
of 4 members to provide Dementia & Alzheimer's Association
(Tasmania) (the Association) with a broad ranging perspective on
dementia related issues.
ACCOUNTABILITY
Each AAC will be a sub-committee of the Board of the Dementia
& Alzheimer's Association (Tas) Inc and will report regularly
to the Board.
MEMBERSHIP
Membership of the Committee will be by invitation of the local
regional members of the Associationdetermined by the Board and will
comprise members chosen to provide the broadest possible
representation of interest of people with dementia and all their
carers including:
members of Early Stage/Memory Loss Groups- people living with
early stage memory loss
a range of carers - current or those who have relinquished
care
carers from rural and metropolitan areas
carers from culturally diverse groups
younger and older carers
health professional representatives
Members will be appointed for a two-year term and may resign at
any time
EXPECTATIONS
The expectations of members of AAC include:
advocating on behalf of carers and those they care for
raising advocacy issues particular to their regional area
responding to and raising issues of concern
attendance at meetings at a minimum held bi-monthly
presentation of minutes of meetings to the Board
provide advice to the Board on issues as requested by the
Board
Provide an annual report for inclusion in the Association's
Annual Report
Make submissions to the Board on issues for consideration for
inclusion in the strategic planning process, and provide feedback
on the implementation of the strategic plan within the region
Meeting will be held of all AACs on a statewide basis for AACs
to provide feedback to the Board, share information and raise
issues for lobbying or services required
Members will be provided with orientation to the Association's
philosophy and policies and will act within guidelines set by the
Board.
FINANCIAL
The Association will establish sub-accounts in its books of
account for each AAC.
Each AAC may spend its own funds as it sees fit, provided such
expenditure is in accordance with the objects and purposes of the
Association.
All payments must be authorized by the ACC.
An AAC may open its own bank accounts or request the Association
to establish sub-accounts or separate accounts in its books.
AAC accounts will be subject to audit by the Association's
auditor and ma) be subject to internal audit.
Each AAC may maintain its own financial records, or request the
Association to maintain them, in which case the Association
undertakes to provide a financial reports for each AAC meeting.
SUPPORT
The Association staff will provide information & support as
required
DEFENITIONS DEMENTIA
Disorder of brain function in a person who is fully alert and
awake but whose memory and judgement are impaired. It may also
affect personality and intellect.
CULTURAL DIVERSITY
The ability to respect and deliver appropriate service to people
from alI backgrounds regardless of race, religious beliefs and
cultural background.