SoFiA Inc. Constitution

  (01 September 07)

Sea of Faith in Australia Incorporated: Constitution

 

1. WORDS AND EXPRESSIONS TO HAVE MEANING IN ACT

A word or expression that is not defined in these model rules, but is defined in the Associations Incorporation Act 1981 has, if the context permits, the meaning given by the Act.

 

2. NAME

The name of the incorporated association is Sea of Faith in Australia.

 

3. OBJECTS

The objects of the association are to provide for the open exploration of issues of religion, faith and meaning.

 

4. POWERS

(1) The association has the powers of an individual.

(2) The association may, for example –

(a) enter into contracts; and

(b) acquire, hold, deal with and dispose of property; and

(c) make charges for services and facilities it supplies; and

(d) do other things necessary or convenient to be done in carrying out its affairs.

(3) The association may take over the funds and other assets and liabilities of the present

unincorporated association known as the Sea of Faith in Australia.

(4) The association may also issue secured and unsecured notes, debentures and debenture

stock for the association.

 

5. CLASSES OF MEMBERS

(1) The membership of the association shall consist of ordinary members, and any of the

following classes of members-

(a) associate members;

(b) life members;

(c) honorary members.

(2) The number of ordinary members is unlimited.

 

6. MEMBERSHIP

(1) A person who, on the day the association is incorporated, was a member of the

unincorporated association and who, on or before a day fixed by the management

committee, agrees in writing to become a member of the incorporated association, must

be admitted by the management committee to the same class of membership of the

association as the member held in the unincorporated association.

(2) A member of the incorporated association who, before becoming a member, has paid the

member's annual subscription for membership of the unincorporated association on or

before a day fixed by the management committee, is not liable to pay a further amount of

annual subscription for the period before the day fixed by the management committee as

the day on which the next annual subscription is payable.

(3) An applicant for membership of the association, other than the members of the

unincorporated association mentioned in subsection (1), must be proposed by 1 member

of the association (the ”proposer”) and seconded by another member (the ”seconder”).

(4) An application for membership must be-

(a)in writing; and

(b) signed by the applicant and the applicant's proposer and seconder; and

(c) in the form decided by the management committee.

 

7. MEMBERSHIP FEES

(1) The membership fee for each class of membership-

(a)is the amount decided by the members from time to time at a general

meeting; and

(b) is payable when, and in the way, the management committee decides.

 

8. ADMISSION AND REJECTION OF MEMBERS

(1) The management committee must consider an application for membership at the next

meeting of the committee held after it receives-

(a) the application; and

(b) the appropriate membership fee for the application.

(2) The management committee must decide at the meeting whether to accept or reject the

application.

(3) If a majority of the management committee members present at the meeting vote to

accept the applicant as a member, the applicant must be accepted as a member to the

class of membership applied for.

(4) The secretary of the association must, as soon as practicable after the management

committee decides to reject an application, give the applicant a written notice of

the decision.

 

9. WHEN MEMBERSHIP ENDS

(1) A member may resign from the association by giving a written notice of resignation to the

secretary.

(2) The resignation takes effect on-

(a)the day and at the time the notice is received by the secretary; or

(b) if a later day is stated in the notice - the later day.

(3) The management committee may terminate a member’s membership if the member –

(a) is convicted of an indictable offence; or

(b) does not comply with any of the provisions of these rules; or

(c) has membership fees in arrears for at least 2 months; or

(d) conducts himself or herself in a way considered to be injurious or prejudicial to the

character or interests of the association.

(4) Before the management committee terminates a member’s membership, the committee

must give the member a full and fair opportunity to show why the membership should not

be terminated.

(5) If, after considering all representations made by the member, the management

committee decides to terminate the membership, the secretary of the committee must

give the member a written notice of the decision.

 

10. APPEAL AGAINST REJECTION OR TERMINATION OF MEMBERSHIP

(1) A person whose application for membership has been rejected, or whose membership has

been terminated, may give the secretary written notice of the person's intention to appeal against the decision.

(2) A notice of intention to appeal must be given to the secretary within 1 month after the

person receives written notice of the decision.

(3) If the secretary receives a notice of intention to appeal, the secretary must, within 3

months after the day of receipt, call a general meeting to decide the appeal.

(4) At the meeting, the applicant must be given a full and fair opportunity to show why the

application should not be rejected or the membership should not be terminated.

(5) Also, the management committee and the committee members who rejected the application

or terminated the membership must be given an opportunity to show why the application

should be rejected or the membership should be terminated.

(6) An appeal must be decided by a vote of the members present at the meeting.

(7) If a person whose application has been rejected does not appeal against the decision within

1 month after receiving written notice of the decision, or the person appeals but the appeal

is unsuccessful, the secretary must, as soon as practicable, refund the application fee paid

by the person.

 

11. REGISTER OF MEMBERS

(1) The management committee must keep a register of members.

(2) The register of members must include the following particulars for each member-

(a) the full name and residential address of the member;

(b) the date of admission as a member;

(c) the date of death or resignation of the member;

(d) details about the termination or reinstatement of membership;

(e) any other particulars the management committee or the members at a general meeting decide.

(3) The register must be open for inspection at all reasonable times.

(4) However, before the member may inspect the register, the member must apply to the

secretary to inspect it.

 

12. SECRETARY

(1) If the association has not elected an interim officer as secretary for the association before

its incorporation, the members of the management committee must ensure a secretary is

appointed or elected for the association within 1 month after incorporation.

(2) If a vacancy happens in the office of secretary, the members of the management committee

must ensure a secretary is appointed or elected for the association within 1 month after the

vacancy happens.

(3) The secretary must be an individual residing in Queensland, or in another State but not more

than 65 km from the Queensland border, who is -

(a) a member of the association elected by the association as secretary; or

(b) any of the following persons appointed by the management committee-

(i) a member of the association's management committee;

(ii) a member of the association;

(iii) another person.

(4) The management committee may appoint and remove the association’s secretary at any

time.

 

13. MEMBERSHIP OF MANAGEMENT COMMITTEE

(1) The management committee of the association consists of a president, vice-president,

treasurer, and any other members the association members elect or appoint at a general

meeting.

(2) A member of the management committee, other than the secretary, must be a member

of the association.

(3) At each annual general meeting of the association, the members of the management

committee must retire from office, but are eligible, on nomination, for re-election.

 

14. ELECTING THE MANAGEMENT COMMITTEE

(1) A member of the management committee may only be elected as follows-

(a) any 2 members of the association may nominate another member (the ”candidate”)

to serve as a member of the management committee;

(b) the nomination must be-

(i) in writing; and

(ii) signed by the candidate and the members who nominated him or her; and

(iii) given to the secretary at least 14 days before the annual general meeting at which the election is to be held;

(c) each member present at the annual general meeting may vote for any number of

candidates not more than the number of vacancies;

(d) if, at the start of the meeting, there are not enough candidates nominated,

nominations may be taken from the floor of the meeting.

(2) A list of the candidates' names in alphabetical order, with the names of the members who

nominated each candidate, must be published in the newsletter at least 7 days immediately preceding the annual general meeting.

(3) If required by the management committee, balloting lists must be prepared containing the names

of the candidates in alphabetical order.

 

15. RESIGNATION OR REMOVAL FROM OFFICE OF MANAGEMENT COMMITTEE MEMBER

(1) A management committee member may resign from the committee by giving written notice

of resignation to the secretary.

(2) The resignation takes effect on-

(a)the day and at the time the notice is received by the secretary; or

(b) if a later day is stated in the notice - the later day.

(3) A member may be removed from office at a general meeting of the association if a

majority of the members present at the meeting vote in favour of removing the member.

(4) Before a vote of members is taken about removing the member from office, the member

must be given a full and fair opportunity to show cause why he or she should not be

removed from office.

(5) A member has no right of appeal against the member's removal from office under this

section.

 

16. VACANCIES ON MANAGEMENT COMMITTEE

(1) If a casual vacancy happens on the management committee, the continuing members of

the committee may appoint another member of the association to fill the vacancy until the

next annual general meeting.

(2) The continuing members of the management committee may act despite a casual vacancy

on the management committee.

(3) However, if the number of committee members is less than the number fixed under

these rules as a quorum of the management committee,8 the continuing members may

act only to-

(a) increase the number of management committee members to the number required

for a quorum; or

(b) call a general meeting of the association.

 

17. FUNCTIONS OF MANAGEMENT COMMITTEE

(1) Subject to these rules or a resolution of the association members carried at a general

meeting, the management committee -

(a)has the general control and management of the administration of the affairs,

property and funds of the association; and

(b) has authority to interpret the meaning of these rules and any matter relating to the association on which the rules are silent.

(2) The management committee may exercise the powers of the association -

(a) to borrow, raise or secure the payment of amounts in a way the association

members decide; and

(b) to secure the amounts mentioned in paragraph (a) or the payment or

performance of any debt, liability, contract, guarantee or other engagement

incurred or to be entered into by the association in any way, including by

the issue of debentures (perpetual or otherwise) charged upon the whole or part

of the association's property, both present and future; and

(c) to purchase, redeem or pay off any securities issued; and

(d) to borrow amounts from members and pay interest on the amounts borrowed; and

(e) to mortgage or charge the whole or part of its property; and

(f) to issue debentures and other securities, whether outright or as security for any

debt, liability or obligation of the association; and

(g) to provide and pay off any securities issued; and

(h) to invest in a way the members of the association may from time to time decide.

(3) For sub-section (2)(d), the rate of interest must not be more than the current rate being

charged for overdrawn accounts on money lent (regardless of the term of the loan) by -

(a) the financial institution for the association; or

(b) if there is more than 1 financial institution for the association - the financial

institution nominated by the association.

 

18. MEETINGS OF MANAGEMENT COMMITTEE

(1) Subject to subsections (2) to (16), the management committee may meet and conduct its

proceedings as it considers appropriate.

(2) The management committee must meet at least once every 4 months to exercise its

functions.

(3) The committee must decide how a meeting is to be called.

(4) Notice of a meeting is to be given in the way decided by the committee.

(5) If the secretary receives a written request signed by at least 33% of the management

committee members, the secretary must call a special meeting of the committee.

(6) A request for a special meeting must state-

(a)why the special meeting is being called; and

(b) the business to be conducted at the meeting.

(7) At a management committee meeting, more than 50% of the members elected or appointed

to the committee as at the close of the last general meeting of the members form a

quorum.

(8) A question arising at a committee meeting is to be decided by a majority vote of committee

members present at the meeting and, if the votes are equal, the question is decided in the

negative.

(9) A management committee member must not vote on a question about a contract or

proposed contract with the association if the member has an interest in the contract or

proposed contract, and if the member does vote the member's vote must not be counted.

(10) The secretary must give each management committee member at least 14 days notice of

a special meeting of the committee.

(11) A notice of a special meeting must state-

(a) the day, time and place of the meeting; and

(b) the business to be conducted at the meeting.

(12) The president or, if there is no president or if the president is not present within 10 minutes

after the time fixed for a management committee meeting, the vice-president is to preside

as chairperson at the meeting.

(13) If the president and the vice-president are absent from a management committee

meeting, the members may choose 1 of their number to preside as chairperson at the

meeting.

(14) If a quorum is not present within 30 minutes after the time fixed for a management

committee meeting called on the request of committee members, the meeting lapses.

(15) If a quorum is not present within 30 minutes after the time fixed for a management

committee meeting called other than on the request of committee members, the meeting

is to be adjourned to-

(a) the same day, time and place in the next week; or

(b) a day, time and place decided by the committee.

(16) If, at the adjourned meeting mentioned in subsection (15), a quorum is not present

within 30 minutes after the time fixed for the meeting, the meeting lapses.

 

19. DELEGATION OF MANAGEMENT COMMITTEE POWERS

(1) The management committee may delegate the whole or part of its powers to a

subcommittee consisting of the association members considered appropriate by the

committee.

(2) A subcommittee may only exercise delegated powers in the way the management

committee decides.

(3) A subcommittee may elect a chairperson of its meetings.

(4) If a chairperson is not elected, or if the chairperson is not present within 10 minutes after

the time fixed for a meeting, the members present may choose 1 of their number to be

chairperson of the meeting.

(5) A subcommittee may meet and adjourn as it considers appropriate.

(6) A question arising at a subcommittee meeting is to be decided by a majority vote of the

members present at the meeting and, if the votes are equal, the question is decided in the

negative.

 

20. ACTS NOT AFFECTED BY DEFECTS OR DISQUALIFICATIONS

(1) An act performed by the management committee, a subcommittee or a person acting as

a member of the management committee is taken to have been validly performed.

(2) Subsection (1) applies even if the act was performed when-

(a) there was a defect in the appointment of a member of the management

committee, subcommittee or person acting as a member of the management

committee; or

(b) a management committee member, subcommittee member or person acting as a member of the management committee was disqualified from being a member.

 

21. RESOLUTIONS OF MANAGEMENT COMMITTEE WITHOUT MEETING

(1) A written resolution signed by each member of the management committee for the time

being entitled to receive notice of a committee meeting is as valid and effectual as if it had

been passed at a committee meeting that was properly called and held.

(2) A resolution mentioned in subsection (1) may consist of several documents in like form,

each signed by 1 or more members of the committee.

 

22. FIRST GENERAL MEETING

(1) The first general meeting must be held not less than 1 month, and not more than 3 months,

after the day the association is incorporated.

(2) The management committee must decide where the meeting is to be held.

(3) The business to be conducted at the first general meeting must include the appointment

of an auditor.

 

23. FIRST ANNUAL GENERAL MEETING

The first annual general meeting must be held within 18 months after the day the association is

incorporated.

 

24. SUBSEQUENT ANNUAL GENERAL MEETINGS

Each subsequent annual general meeting must be held -

(a) at least once each year; and

(b) within 6 months after the end of the association's previous financial year.

 

25. BUSINESS TO BE CONDUCTED AT ANNUAL GENERAL MEETING

The following business must be conducted at each annual general meeting -

(a) receiving the statement of income and expenditure, assets, liabilities and mortgages,

charges and securities affecting the property of the association for the last financial year;9

(b) receiving the auditor's report on the financial affairs of the association for the last financial

year;

(c) presenting the audited statement to the meeting for adoption;

(d) electing members of the management committee;

(e) appointing an auditor.

 

26. SPECIAL GENERAL MEETING

(1) The secretary may only call a special general meeting by giving each member notice of the

meeting within 14 days after-

(a) being directed to call the meeting by the management committee; or

(b) being given a written request signed by-

(i) at least 33% of the members of the association presently on the management

committee; or

(ii) at least the number of ordinary members of the association equal to double the

number of members of the association presently on the management committee plus 1; or

(c) being given a written notice of an intention to appeal against the decision of the

management committee-

(i) to reject an application for membership; or

(ii) to terminate a person’s membership.

(2) A request mentioned in subsection (1)(b) must state-

(a) why the special general meeting is being called; and

(b) the business to be conducted at the meeting.

 

27. NOTICE OF GENERAL MEETING

(1) The secretary may call a general meeting of the association.

(2) The secretary must give at least 14 days notice of the meeting to each association

member.

(3) The management committee may decide the way in which the notice must be given.

(4) However, notice of the following meetings must be given in writing-

(a) a meeting called to hear and decide the appeal of a member against the rejection

or termination of the member’s membership by the management committee; or

(b) a meeting called to hear and decide a proposed special resolution of the association.

(5) A notice of a general meeting must state the business to be conducted at the meeting.

 

28. QUORUM FOR, AND ADJOURNMENT OF, GENERAL MEETING

(1) Subject to subsection (5), at a general meeting the number of members equal to double the

number of members of the association presently on the management committee plus 1

form a quorum.

(2) No business may be conducted at a general meeting unless a quorum of members is present

when the meeting proceeds to business.

(3) If a quorum is not present within 30 minutes after the time fixed for a general meeting

called on the request of members of the management committee or the association, the

meeting lapses.

(4) If a quorum is not present within 30 minutes after the time fixed for a general meeting

called other than on the request of members of the management committee or the

association, the meeting is to be adjourned to-

(a) the same day, time and place in the next week; or

(b) a day, time and place decided by the management committee.

(5) If at an adjourned meeting, a quorum under subsection (1) is not present within 30

minutes after the time fixed for the meeting, the members present form a quorum.

(6) The chairperson may, with the consent of any meeting at which a quorum is present, and

must if directed by the meeting, adjourn the meeting from time to time and from place to

place.

(7) If a meeting is adjourned under subsection (6), only the business left unfinished at the

meeting from which the adjournment took place may be conducted at the adjourned

meeting.

(8) The secretary is not required to give the members notice of an adjournment or of the

business to be conducted at an adjourned meeting unless a meeting is adjourned for at least

30 days.

(9) If a meeting is adjourned for at least 30 days, notice of the adjourned meeting must be

given in the same way notice is given for an original meeting.

(10) In this rule "member" includes a person attending as a proxy or representing a corporation that is a

member.

 

29. PROCEDURE AT GENERAL MEETING

(1) Subject to these rules, at each general meeting -

(a) the president or, if there is no president or if the president is not present within 15

minutes after the time fixed for the meeting or is unwilling to act, the vice-president is to preside as chairperson; and

(b) if the vice-president is absent or unwilling to act as chairperson, the members present must elect 1 of their number to be chairperson of the meeting; and

(c) the chairperson must conduct the meeting in a proper and orderly way; and

(d) each question, matter or resolution must be decided by a majority of votes of the members present; and

(e) each member present and entitled to vote is entitled to 1 vote only and, if the votes are equal, the chairperson has a casting vote as well as a primary vote; and

(f) a member is not entitled to vote at a general meeting if the member's annual subscription is in arrears at the date of the meeting; and

(g) voting may be by a show of hands or a division of members, unless at least 20% of the members present demand a secret ballot; and

(h) if a secret ballot is held, the chairperson must appoint 2 members to conduct the secret ballot in the way the chairperson decides; and

(i) the result of a secret ballot as declared by the chairperson is taken to be a resolution of the meeting at which the ballot was held; and

(j) a member may vote in person or by proxy or by attorney and-

(i) on a show of hands, each person present who is a member or a

representative of a member has 1 vote; and

(ii) in a secret ballot, each member present in person or by proxy or by

attorney or other properly authorised representative has 1 vote; and

(k) an instrument appointing a proxy must be in writing; and-

(i) if the appointor is an individual - signed by the appointor or the

appointor's attorney properly authorised in writing; or

(ii) if the appointor is a corporation - either under seal or signed by a properly authorised officer or attorney of the corporation; and

(l) a proxy may be a member of the association or another person; and

(m) the instrument appointing a proxy is taken to confer authority to demand or join in demanding a secret ballot; and

(n) if someone wants to give a member an opportunity to vote for or against a resolution, the instrument appointing a proxy must be in the following or like form-

 

I, _______________________ of ,  ____________________________ being a member of the association, appoint ___________________________ of ___________________________

as my proxy to vote for me on my behalf at the (annual) general meeting of the association, to be held on the  ________  day of  _____________ , 20___  ,

and at any adjournment of the meeting.

 

Signed this _________   day of  _____________ , 20____ .

Signature:

 

* in favour of

*against

 

*Strike out whichever is not wanted. (Unless otherwise instructed, the proxy may vote as

the proxy considers appropriate.); and

(o) each instrument appointing a proxy must be given to the secretary before the start of the meeting or adjourned meeting at which the person named in the instrument proposes to vote; and

(p) the secretary must ensure full and accurate minutes of all questions, matters, resolutions and other proceedings of each management committee meeting and general meeting are entered in a minute book; and

(q) the secretary must ensure the minute book for each general meeting is open for inspection at all reasonable times by any financial member who previously applies to the secretary for the inspection.

(2) To ensure the accuracy of the minutes recorded under subsection (1)(p)-

(a) the minutes of each management committee meeting must be signed by the

chairperson of the meeting, or the chairperson of the next management

committee meeting, verifying their accuracy; and

(b) the minutes of each general meeting must be signed by the chairperson of the

meeting, or the chairperson of the next general meeting, verifying their accuracy;

and

(c) the minutes of each annual general meeting must be signed by the chairperson of

the meeting, or the chairperson of the next meeting of the association that is a general meeting or annual general meeting, verifying their accuracy.

 

30. BY-LAWS

(1) The management committee may make, amend or repeal by-laws, not inconsistent with

these rules, for the internal management of the association.

(2) A by-law may be set aside by a vote of members at a general meeting of the

association.

 

31. ALTERATION OF RULES

(1) Subject to the Associations Incorporation Act 1981, these rules may be amended, repealed

or added to by a special resolution carried at a general meeting.

(2) However an amendment, repeal or addition is valid only if it is registered by the chief

executive.

 

32. COMMON SEAL

(1) The management committee must ensure the association has a common seal.

(2) The common seal must be-

(a)kept securely by the management committee; and

(b) used only under the authority of the management committee.

(3) Each instrument to which the seal is attached must be signed by a member of the

management committee and countersigned by-

(a) the secretary; or

(b) another member of the management committee; or

(c) someone appointed by the management committee.

 

33. FUNDS AND ACCOUNTS

 (1) The funds of the association must be kept in an account in the name of the association in

a financial institution decided by the management committee.

(2) Records and accounts must be kept in the English language showing full and accurate

particulars of the financial affairs of the association.

(3) All amounts must be deposited in the financial institution account as soon as practicable

after receipt.

(4) If an amount of $100 or more is paid by cheque, the cheque must be signed by any 2 of

the following-

(a) the president;

(b) the secretary;

(c) the treasurer;

(d) another member authorised by the management committee for the purpose.

(5) Cheques, other than cheques for wages, allowances or petty cash recoupment, must be

crossed ‘not negotiable’.

(6) A petty cash account must be kept on the imprest system, and the management committee

must decide the amount of petty cash to be kept in the account.

(7) All expenditure must be approved or ratified at a management committee meeting.

(8) The treasurer must, as soon as practicable after the end of each financial year, ensure a

statement containing the following particulars is prepared -

(a) the income and expenditure for the financial year just ended;

(b) the association’s assets and liabilities at the close of the year;

(c) the mortgages, charges and securities affecting the property of the association

at the close of the year.

(9) If the association is incorporated within 3 months before the end of the association's

financial year, subsection (8) does not apply for the financial year in which the association

is incorporated.

(10) The auditor must examine the statement prepared under subsection (8) and present a report

about it to the secretary before the next annual general meeting following the financial year

for which the audit was made.

(11) The income and property of the association must be used solely in promoting the

association's objects and exercising the association's powers.

 

34. DOCUMENTS

The management committee must ensure the safe custody of books, documents, instruments of

title and securities of the association.

 

35. FINANCIAL YEAR

The financial year of the association closes on 31 December in each year.

 

36. DISTRIBUTION OF SURPLUS ASSETS TO ANOTHER ENTITY

 (1) This section applies if the association-

(a) is wound-up under part 10 of the Act;10 and

(b) it has surplus assets.

(2) The surplus assets must not be distributed among the association members.

(3) The surplus assets must be given to another entity -

(a) having objects similar to the association's objects; and

(b) the rules of which prohibit the distribution of the entity's income and assets to its

members.

(4) In this section -"surplus assets" has the meaning given by section Section 92 (Distribution of surplus assets) of the Act.



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