Constitution
PART 1- PRELIMINARY
DEFINITIONS
(1) In these rules:
"Association" means the Assyrian Aid Society- Australia Incorporated
"Committee" means the committee made up of core committee members and general committee members of the committee of the association
"Core Committee Ordinary Member" means a core member of the committee of the association who may also be an office bearer of the association
"General Committee Member" means a general member of the committee of the association
"Member" means a core committee member and a general committee member of the committee of the association
"Secretary" means the person holding office under these rules as secretary of the association and the public officer of the association
"Special General Meeting" means a general meeting of the association other than an annual general meeting
"The Act" means the Associations Incorporation Act 1984
"The Regulation" means the Associations Incorporation regulation 1994.
(2) In these rules:
(a) A reference to a function, includes a reference to a power, authority and duty; and
(b) A reference to the exercise of a function includes, if the function is a duty, a reference to the performance of the duty.
(3) The provisions of the Interpretation Act 1987 apply to and in respect of these rules in the same manner as those provisions would so apply if these rules were an instrument made under the Act.
(4) "Bet -Nahrain" includes the following countries: Iraq, Iran, Syria and Turkey.
PART 2 - OBJECTS OF THE ASSOCIATION
1. To engage in fund raising activities by way of donations and other fund raising activities for the benefit of needy Assyrians in Bet -Nahrain.
2. Direct The funds will be directed to the relief of poverty, the advancement of education, health, agriculture, religion and any other purpose beneficial to the Assyrian community in Bet -Nahrain.
3. Establish community networks for to supporting the association on a continuous basis.
4. Build a sustainable relationship with Assyrian organisations throughout Australia as a source of financial and social support.
5. Stimulate and encourage youth to participate in community activities that will help the development of the association Assyrian Aid Society in the long term.
NON-PROFIT
The assets and income of the association shall be applied exclusively to the promotion of its objects and no portion shall be paid or distributed directly or indirectly to the Members of the association except as bona fide remuneration for services rendered or expenses incurred on behalf of the association.
PART 3 - MEMBERSHIP
GENERAL COMMITTEE MEMBERSHIP QUALIFICATIONS
A person is qualified to be a General Committee Member of the association if, and only if:
(a) The person is a person referred to in section 15 (1) (a), (b) or (c) of the Act and has not ceased to be a General Committee Member of the association at any time after incorporation of the association under the Act; or
(b) The person is a natural person:
(i) who has been nominated for membership of the association as provided by clause 5; and
(ii) who has been approved for membership of the association by the committee of the association
(iii) who is a member of the Assyrian community residing in Australia
CORE COMMITTEE MEMBERSHIP QUALIFICATIONS
A person is qualified to be a Core Committee Member of the association if, and only if:
(a) The person is a person referred to in section 15 (1) (a), (b) or (c) of the Act and has not ceased to be a Core Committee Member of the association at any time after incorporation of the association under the Act; or
(b) The person is a natural person:
(i) who has been nominated for membership of the association as provided by rule clause 95; and
(ii) who has been approved for membership of the association by the Core Committee of the association
(iii) who is a member of the Assyrian community residing in Australia
NOMINATION FOR GENERAL COMMITTEE MEMBERSHIP
(5) A nomination of a person for General Committee membership of the association:
(a) May be made by a Member of the association in writing in the form set out in appendix 1 to these rules; and
(b) Must be lodged with the Secretary of the association
(6) As soon as practicable after receiving a nomination for membership the Secretary must refer the nomination to the Core Committee, which is to determine whether to approve or reject the nomination.
(7) If the Core Committee determines to approve a nomination for membership, the Secretary must, as soon as practicable after that determination, notify the nominee of that approval
(8) The Secretary must enter the nominee's name in the register of Members and on the name being so entered, the nominee becomes a General Committee Member of the association.
NOMINATION FOR CORE COMMITTEE MEMBERSHIP
(5)(9) A nomination of a person for Core Committee membership of the association:
(a) Must be made by a Core Committee Member of the association in writing in the form set out in appendix 1 to these rules; and
(b) Must be lodged with the Secretary of the association
(6)(10) As soon as practicable after receiving a nomination for membership the Secretary must refer the nomination to the Core Committee which is to determine whether to approve or are reject the nomination.
(7)(11) If the committee Core Committee determines to approve a nomination for membership, the Secretary must, as soon as practicable after that determination, notify the nominee of that approval and request the nominee to pay (within the period of 28 days after receipt by the nominee of notification) the sum payable under these rules by a Core Committee Member as entrance fee and annual subscription.
(8)(12) The Secretary must, upon payment by the nominee of the amounts referred to in clause 18 (7) within the period referred to in that clause, enter the nominee's name in the register of Members and on the name being so entered, the nominee becomes a Core Committee Member of the association.
CESSATION OF MEMBERSHIP
A person ceases to be a Member of the association if the person:
(a) Dies; or
(b) Resigns membership; or
(c) Is expelled from the association; or
(d) In the case of a Core Committee Member, is declared bankrupt or insolvent.
CORE COMMITTEE MEMBERSHIP ENTITLEMENTS NOT TRANSFERABLE
A right to, privilege or obligation, which a person has by reason of being a Member of the association:
(e) Is not capable of being transferred or transmitted to another person; and
(f) Terminates on cessation of the person's membership.
RESIGNATION OF COMMITTEE MEMBERSHIP
(9)(13) A Member of the association is not entitled to resign that membership except in accordance with this rule.
(10)(14) A member of the association, and in the case of a Core Committee Member who has paid all amounts payable to the association, by first giving to the Secretary written notice of at least one month of the Member's intention to resign and, on the expiration of the period of notice, the Member ceases to be a Member.
(11)(15) If a Member of the association ceases to be a Member under clause 14(10), and in every other case where a Member ceases to hold membership, the Secretary must make an appropriate entry in the register of Members recording the date on which the Member ceased to be a Member.
REGISTER OF MEMBERS
(12)(16) The Secretary public officer of the association must establish and maintain a register of Members of the association specifying the name and address of each person who is a Member of the association together with the date on which the person became a Member.
(13)(17) The register of Members must be kept at the principle place of administration together with the date on which the person became a Member.
FEES AND SUBSCRIPTIONS
(14)(18) A Core Committee Member of the association must pay to the association an annual membership fee of $25.00 (goods and services tax not applicable)
(a) Except as provided by paragraph (b) before 1 July in each calendar year-on becoming a Core Committee Member and before 1 July in each succeeding calendar year.
(b) If a Core Committee Member becomes a Core Committee Member on or after 1 July in any calendar year- on becoming a Core Committee Member and before 1 July in each succeeding calendar year.
CORE COMMITTEE MEMBERS LIABILITIES
The liability of a Core Committee Member of the association to contribute towards the payment of the debts and liabilities of the association or the costs, charges and expenses of the winding up of the association is limited to the amount, if any, unpaid by the Core Committee Member in respect of Core Committee membership of the association as required by rule (14clause 18).
DISCIPLINING OF CORE COMMITTEE MEMBERS
(15)(19) A complaint may be made by any Member of the association that some other Member of the association:
(a) Has persistently refused or neglected to comply with a provision or provisions of the rules; or
(b) Has persistently and wilfully acted in a manner prejudicial to the interests of the association.
(16)(20) Upon receiving such a complaint the Core Committee:
(a) Must cause notice of the complaint to be served on the Member concerned; and
(b) Must give the Member at least 104 working days from the time the notice is served within which to make submissions to the Core C committee in connection with the complaint; and
(c) Must take into consideration any submissions made by the Member in connection with the complaint.
(17)(21) The Core Committee may, by resolution, expel the Member from the association or suspend the Member from membership of the association if, after considering the complaint, it is satisfied that the facts alleged in the complaint have been proved.
(18)(22) If the Core Committee expels or suspends a Member, the Secretary must, within 5 working7 days after the action is taken, cause written notice to be given to the Member of the action taken, of the reasons given by the Core Committee for having taken the action and of the Members right of appeal under rule clause 240..
(19)(23) The expulsion or suspension does not take effect:
(a) Until the expiration of the period within which the Member is entitled to appeal against the resolution concerned; or
(b) If within that period the Member exercises the right of appeal, unless and until the association confirms the resolution under rule clause 273 (d), whichever is the latter.
RIGHT OF APPEAL OF DISCIPLINED MEMBER
(20)(24) A Member may appeal to the association in a General meeting against a resolution of the Core Committee under rule clause 1121, within 5 working 7 days after notice of the resolution is served on the Member, by lodging with the Secretary a notice to that effect.
(21)(25) The notice may but need not be accompanied by a statement of the grounds on which the Member intends to rely for the purposes of the appeal.
(22)(26) On receipt of a notice from a Member under clause 24(20), the Secretary must notify the Core Committee, which is to convene a General Meeting of the association to be held within 20 working 28 days after the date on which the Secretary received the notice.
(23)(27) At a General Meeting of the association convened under clause 26(22):
(a) No business other than the question of the appeal is to be transacted; and
(b) The Core Committee and the Member must be given the opportunity to state their respective cases orally or in writing or both; and
(c) The Core Committee Members present are to vote by secret ballot on the question of whether the resolution should be confirmed or revoked.
(d) If at the General Meeting the association passes a special resolution in favour of the confirmation of the resolution, the resolution is confirmed.
PART 4- THE CORE COMMITTEE
POWERS OF THE CORE COMMITTEE
The Core Committee is to be called the committee of management of the association and, subject to the Act, the Regulation and these rules and to any resolution passed by the association in a General Meeting:
(a) Is to control and manage the affairs of the association; and
(b) May exercise all such functions as may be exercised by the association, other than those functions that are required by these rules to be exercised by a General Meeting of Core Committee Members of the association; and.
(c) Has power to perform all such acts and do all such things as appear to the committee to be necessary or desirable for the proper management of the affairs of the association.,
CONSTITUTION AND MEMBERSHIP
(24)(28) Subject in the case of the first Members of the committee to section 21 of the Act, the committee is to consist of:
(a) the office bearers of the association; and
(b)(a)(b) 34 Core Committee ordinary members; and
(c) General Committee Members.
(25)(29) The office bearers of the association are to be:
(a) The president;
(b) The vice president;
(b)(c) The treasurer
(d) The assistant treasurer;
(c)(e) The Secretary; and
(f) The assistant secretary.
(26)(30) Each Core Committee Member of the committee is, subject to these rules, to hold office until the conclusion of the annual general meeting following the date of the Core Committee Member's election but is eligible for re-election.
(27)(31) In the event of a casual vacancy occurring in the Core Committee membership of the committee, the Core Committee may appoint a Core Committee Member of the association to fill the vacancy and the Core Committee Member so appointed is to hold office, subject to these rules, until the conclusion of the annual general meeting next following the date of the appointment.
ELECTION OF CORE COMMITTEE MEMBERS
(28)(32) Nominations of candidates for election of office bearers of the association or as Core Committee ordinary Members of the committee:
(a) Must be made in writing, signed by 2 Core Committee Members of the association and accompanied by the written consent of the candidate (which may be endorsed on the form of the nomination); and
(b) Must be delivered to the Secretary of the association at least 5 working 7 days before the date fixed for the holding of the annual general meeting at which where the election is to take place.
(29)(33) If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated are will be taken as being to be elected.
(30)(34) The ballot for the election of office bearers and Core Committee ordinary Members of the committee is to be conducted at the annual general meeting in such usual and proper manner as the Core Committee may direct.
SECRETARY
(31)(35) The Secretary of the association must, as soon as practicable after being appointed as Secretary, lodge notice with the association of his or her address.
(32)(36) It is the duty of the Secretary to keep minutes of:
(a) All appointments of office bearers and Members of the committee;
(b) The names of the Members present at a committee meeting or a general meeting; and
(c) All proceedings at committee meetings and general meetings.
(33)(37) Minutes of proceedings at a meeting must be signed by an office bearer of the association the present chairperson at the meeting or by an office bearer of the association present at the chairperson of the next meeting.
TREASURER
It is the duty of the treasurer of the association to ensure:
(a) That all money due to the association is collected and received and that all payments authorised by the association are made; and
(b) That correct books and accounts are kept showing the financial affairs of the association, including full details of all receipts and expenditure connected with the activities of the association.
MEETINGS AND QUORUM
(34)(38) The committee must meet at least 6 times in each period of 12 months at such place and time as the Core Committee may determine.
(35)(39) Additional meetings of the committee may be convened by the president or by any office bearer of the association member of the committee.
(36)(40) Oral or written notice of a meeting of the committee must be given by the Secretary to each Member of the committee at least 48 hours before the time appointed for the holding of the meeting.
(37)(41) Notice of a meeting given under clause (36) must specify the general nature of the business to be transacted at the meeting and no business other than that business is to be transacted at the meeting, except business which that the committee Members present at the meeting unanimously agree to treat as urgent business.
(38)(42) Any 5 3 Core Committee Members and any General Committee Members of the committee constitute a quorum for the transaction of the business of a meeting of the committee.
(39)(43) If a quorum is not present within half an hour of the time appointed for the meeting, the meeting is to be dissolved.
(40)(44) At a meeting of the committee:
(a) The president or, in the presidents absence, the S secretary is to preside; or
(b) If the president and the Secretary are absent or unwilling to act, such one of the remaining Core Committee Members of the committee, as may be chosen by the Core Committee Members present at the meeting, is to preside.
VOTING AND DECISIONS
(41)(45) Issues arising at a meeting of the committee are to be determined by a majority of the votes of Core Committee Members of the committee present at the meeting.
(42)(46) Each Core Committee Member present at a meeting of the committee (including the Core Committee Member person presiding at the meeting) is entitled to one vote, but in the event of an equality of votes on any question, the person Core Committee Member presiding may exercise a second or casting vote.
(43)(47) Subject to rule clause 46(42) the committee may act despite any vacancy on the committee.
(44)(48) Any act or thing done or suffered, by the committee is valid and effectual despite any defect that may afterwards be discovered be discovered in the appointment or qualification of any Member of the committee or sub committee.
PART 5-GENERAL MEETINGS
HOLDING OF ANNUAL GENERAL MEETINGS-HOLDING OF
(45)(49) With the exception of the first general meeting of the association, the association must, at least once in each calendar year and& within the period of 6 months after the expiration of each financial year of the association, convene an annual general meeting of its Core Committee Members.
(46)(50) The association must hold its first annual general meeting:
(a) Within the period of 18 months after its incorporation under the Act; and
(b) Within the a period of 6six months after the expiration of the first financial year of the association.
(47)(51) Clause (1) & (2)1 and 2 have effect subject to any extension or permission granted by the Commissioner under section 26 (3) of the Act.
CALLING OF AND BUSINESS AT ANNUAL GENERAL MEETINGS CALLING OF AND BUSINESS AT
(48)(52) The annual general meeting of the association is, subject to the Act and to rule 45clause 49, to be convened on such date and at such place and time as the Core Committee thinks fit.
(49)(53) In addition to any other business which may be transacted at an annual general meeting, the business of an annual general meeting is to include the following:
(a) To confirm the minutes of the last preceding annual general meeting and of any special general meeting held since that meeting;
(b) To receive from the Core Committee reports on the activities of the association during the last preceding financial year;
(c) To elect office bearers of the association and ordinary Core Committee Members of the committee;
(d) To introduce General Committee Members who joined the association since the last preceding annual general meeting; and
(d)(e) To receive and consider the statement which that is required to be submitted to Core Committee Members under section 26 (6) of the Act.
(50)(54) An annual general meeting must be specified as such in the notice convening it.
CALLING OF SPECIAL GENERAL MEETINGS-CALLING OF
(51)(55) The Core Committee may, whenever it sees fit, convene a Special General Meeting of the association.
(52)(56) The Core Committee must, on the requisition in writing or orally of at least 10.5 percent of the total number of Core Committee Members, convene a Special General Meeting of the association.
(53)(57) A requisition of Core Committee Members for a Special General Meeting:
(a) Must state the purpose or purposes of the meeting; and
(b) Must be signed by the Core Committee Members making the requisition; and
(c) Must be lodged with the Secretary; and
(d) May consist of several documents in a similar form, each signed by one or more of the Core Committee Members making the requisition.
(54)(58) If the Core Committee fails to convene a special General Meeting to be held within one 1 month after that date on which a requisition of Core Committee Members for the meeting is lodged with the Secretary, any one or more of the Core Committee Members who made the requisition may convene a Special general Meeting to be n to later than three 3 months after that date.
(55)(59) A Special General Meeting convened by a Core Committee Member or Core Committee Members as referred to in clause 58(54) must be convened as nearly as is practicable in the same manner as general meetings are convened by the committee and any Core Committee Member who consequently incurs expense is entitled to be reimbursed by the association for any expense so incurred.
NOTICE
(56)(60) Except if the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the Secretary must, at least 14 10 working days before the date fixed for the holding of the general meeting, cause to be sent by prepaid post to each Member at the Member's address appearing in the register of Members, a notice specifying the date and time of the meeting and the nature of the business proposed to be transacted at the meeting.
(57)(61) If the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the Secretary must, at least 15 working 21 days before the date fixed for the holding of the general meeting, cause notice to be sent to each Member in the manner provided in clause (56)60 specifying, in addition to the matter required under clause (5660), the intention to propose the resolution as a special resolution.
(58)(62) No business other than that specified in the notice convening a general meeting is to be transacted at the meeting except, in the case of an annual general meeting, business which that may be transacted.
(59)(63) A Member desiring to bring any business before a general meeting may give notice in writing of that business to the Secretary who must include that business in the next notice calling a general meeting given after receipt of the notice from the Member.
PROCEDURE
(60)(64) No item of business is to be transacted at a general meeting unless a quorum of Core Committee Members entitled under these rules to vote is present during the time the meeting is considering that item.
(61)(65) Five Members present in person (being 3 Core Committee Members entitled under these rules to vote at a general meeting ) and any General Committee Member) constitute a quorum for the transaction of the business of a general meeting.
(62)(66) If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting:
(a) If convened on the requisition of Core Committee Members is to be dissolved; and
(b) In any other case, is to stand adjourned to the same day in the following week at the same time and (unless another place is specified at the time of the adjournment by the Core Committee Member person presiding at the meeting or communicated by written notice to Members given before the day to which the meeting is adjourned) at the same place.
(63)(67) If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the Members present (being at least 3 Core Committee Members and any General Committee Member being at least 4) is to constitute a quorum.
PRESIDING CORE COMMITTEE MEMBER
(64)(68) The president or in the president's absence, the Secretary is to preside as chairperson at each general meeting of the association.
(65)(69) If the president and the Secretary are absent or unwilling to act, the Core Committee Members present must elect one of their numbers to preside as chairperson at the meeting.
ADJOURNMENT
(66)(70) The chairperson of a general meeting at which a quorum is present may, with the consent of the majority of Core Committee Members present at the meeting, adjourn the meeting from time to time and place to place, but no business is to be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
(67)(71) If a general meeting is adjourned for 14 10 working days or more, the Secretary must give written or oral notice of the adjourned meeting to each Member of the association stating the place, date & time of the meeting and the nature of the business to be transacted at the meeting.
(68)(72) Except as provided in clauses 70 and 71 (66 and 67), notice of an adjournment of a general meeting or of the business to be transacted at an adjourned meeting is not required to be given.
MAKING OF DECISIONS
(69)(73) A question arising at a general meeting of the association is to is to be determined on a show of hands by the Core Committee Members present and, unless before or on the declaration of the show of hands a poll is demanded, a declaration by the chairperson that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, or an entry to that effect in the minute book of the association, is evidence of the fact without proof of the number or proportion of the voted recorded in favour of or against that resolution.
(70)(74) At a general meeting of the association, a poll may be demanded by the chairperson or by at least three 3 Core Committee Members present at the meeting.
(71)(75) At a general meeting, the poll must be taken:
(a) Immediately in the case of a poll which relates to the election of the chairperson of the meeting or to the question of an adjournment; or
(b) In any other case, in such manner and at such time before the close of the meeting as the chairperson directs,
And the resolution of the poll on the matter is taken to be the resolution of the meeting on that matter.
SPECIAL RESOLUTION
A resolution of the association is a special resolution:
(c)(a) If it is passed by a majority which comprises at least three-quarters of such Core Committee Members of the association as, being entitled under these rules so to do, vote in person at a general meeting of which at least 15 21 working days' written notice specifying the intention to propose the resolution as a special resolution was given in accordance with these rules; or
(d)(b) Where it is made to appear to the commissioner that it is not practicable for the resolution to be passed in the manner specified in paragraph (a), if the resolution is passed in a manner specified by the commissioner.
VOTING
(72)(76) On any question arising at a general meeting of the association only a Core Committee Member is able to vote and has one vote only.
(73)(77) All votes must be given in personally.
(74)(78) In the case of an equality of votes on a question at a general meeting, the chairperson of the meeting is entitled to exercise a second or casting vote.
(75)(79) A Core Committee Member is not entitled to vote at any general meeting of the association unless all money due and payable by the Core Committee Member to the association has been paid in full, other than the amount of the annual subscription payable in respect of the then current year.
PART 6-MISCELLANEOUS
INSURANCE
(76)(80) The association must effect and maintain insurance under section 44 of the Act.
(77)(81) In addition to the insurance required under clause (76) 80 the association may effect and maintain other insurance as required from to time.
SOURCE OF FUNDS-SOURCE
(78)(82) The funds of the association are to be derived fro from entrance fees and annual subscriptions of Core Committee Members, donations and, subject to any resolution passed by the association in a general meeting, such other sources as the committee determines.
(79)(83) All money received by the association must be deposited by a Core Committee Member as soon as practicable and without deduction to the credit of the association's bank account.
(80)(84) The association treasurer must, as soon as practicable after receiving any money, issue an appropriate receipt to the Core Committee Member.
MANAGEMENT OF FUNDS-MANAGEMENT
(81)(85) Subject to any resolution passed by the association in a general meeting, the funds of the association are to be used in pursuance of the objects of the association in such manner as the committee determines.
(82)(86) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by any 2 of 3 office bearers members of the committee or employees of the association, being Core Committee Members or employees authorised to do so by the committee.
ALTERATION OF OBJECTS AND RULES
The statement of objects and these rules clauses may be altered, rescinded or added to only by a special resolution of the association.
COMMON SEAL
(83)(87) The common seal of the association must be kept in the custody of the public officer Secretary.
(84)(88) The common seal must not be affixed to any instrument except by the authority of the Core committee and the affixing of the common seal must be attested by the signatures either of two 2 Core Committee Members of the committee or of 1 Core Committee Member of the committee and of the public officer or Secretary.
CUSTODY OF BOOKS
Except as otherwise provided by these rules, the public officer Secretary must keep in his or her custody or under his or her control, all records, , books and other documents relating to the association.
INSPECTION OF BOOKS
The records, books and other documents of the association must be open to inspection, free of charge, by a Core Committee Member of the association at any reasonable hour.
SERVICE OF NOTICES
(85)(89) For the purpose of these rules clauses, a notice may be served by or on behalf of the association on any member either personally or by sending it by post to the Member at the member's address shown in the register of Members.
If a document is sent to a person by properly addressing, prepaying and posting to the person a letter containing the document, the document is, unless the contrary is proved, taken for the purposes of these rules to have been served on the person at the time at which the letter would have been delivered in the ordinary course of post.
AMALGAMATION
Where it furthers the objects of the association to amalgamate with any one or more other Assyrian organisations having similar objects, the other Assyrian organisation(s) must have rules prohibiting the distribution of its (their) assets and income to members; and must be exempt from income tax and approved by the commissioner of taxation for the purpose of subsection 78 (4) of the income tax Assessment Act 1936.
DISSOLUTION
In the event of the association being dissolved, the amount which that remains after such dissolution and the satisfaction of all debts and liabilities shall be paid and applied by the organisation association in accordance with its powers to any Assyrian organisation which that has similar objects and which that has rules prohibiting the distribution of its assets and income to its members; and which that is exempt form from income tax and approved by the commissioner of taxation for the purpose of subsection 78 (4) of the income tax Assessment Act 1936.
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