Australian Network on DisabilityLtd
A Public Company Limited by Guarantee
Constitution
MMF\MMF\44111238\1\MMF\38096025\3\ROS\18782292\1ROS\ROS\DNEW\18782292\1
Table of contents
1Definitions and Interpretation
1.1Definitions
1.2Interpretation
2General
2.1Name of Company
2.2Replaceable rules
2.3Constitution
3The Company
3.1Public Company limited by Guarantee
3.2Restriction on shares
3.3Powers of the Company
4Income and Property
4.1Not-for-profit
4.2No distribution of profits to Members on winding up
5Guarantee of Members
6Purposes of the Company
7Membership
7.1Admission to membership
7.2Applications for membership
7.3Amount of fees and subscriptions payable
7.4Ordinary Membership
7.5Affiliate Membership
7.6Class Rights and Further Classes of Membership
7.7Members Representative
7.8Address of Member
7.9Register of Members
7.10Cessation of membership
7.11Resignation
7.12Non-payment of Subscription
7.13Effect of cessation
7.14No joint membership
7.15Power of a Board in respect of a Member's conduct
8Financial Records
8.1Keeping of Accounting and financial records
8.2Financial year and financial reports
8.3Banking of monies
8.4Appointment of Reviewer or Auditor
8.5Inspection of financial records of the Company
9General Meetings
9.1Calling of meetings of Members by a Board
9.2Calling of meetings by Members
9.3Calling of General Meetings by a Board when requested by Members
9.4Failure of a Board to call General Meeting
9.5Amount of notice of meetings
9.6Notice of meetings of Members
9.7Contents of notice of meeting
9.8Meetings may be cancelled or postponed
9.9Notice of adjourned meetings
9.10Members' rights to put resolutions at a General Meeting
9.11Time and place for meetings of Members
9.12Technology
10Proceedings of Meetings
10.1Business of General Meetings
10.2Quorum and decision-making
10.3Adjournment in absence of quorum
10.4Chairing meetings of Members
10.5Acting Chairperson
10.6General conduct of meeting
10.7Adjournment
10.8Voting
10.9Declaration of vote on a show of hands; when poll demanded
10.10Taking a poll
10.11Continuation of business
10.12Circular resolutions of members
10.13Circular resolutions on separate documents
10.14Special meetings
11Votes of Members
11.1Voting rights
11.2Appointment of proxies
11.3Validity of vote
11.4Form and execution of instrument of proxy
11.5Validity of Proxy
11.6Attorneys of members
11.7Incapacity of members
12AGMs
12.1Holding of AGM
12.2Extension of time for AGM
12.3Consideration of Reports at AGM
12.4Business of the AGM
12.5Questions by Members of the Company
12.6Questions by Members of the Reviewer or Auditor
12.7Reviewer or Auditor’s right to be heard at meetings of Members
13The Board
13.1Members of the Board
13.2Obligations and duties of Directors
13.3Term and Tenure of Directors
13.4Transitional Provisions for Board Terms
13.5Appointment to the Board
13.6Eligibility for membership of the Board
13.7Casual vacancies
13.8Conflict of Interest
14Chairperson and Treasurer
14.1Appointment to office
15Secretary
15.1Appointment
15.2Terms and conditions of office
16Resignation and Removal
16.1Resignation
16.2Removal
16.3Disqualification
17Exercise of Voting Power
17.1Exercise of voting power in other corporations
18Board Proceedings
18.1Procedures relating to Board meetings, including quorum
18.2Meetings by telephone or other means of communication
18.3Votes at meetings
18.4Convening of meetings
18.5Chair
18.6Powers of meetings
18.7Delegation of powers to Committees
18.8Proceedings of Committees
18.9Validity of acts
18.10Written resolutions
19Powers of the Board
19.1General powers of the Board
19.2Director contracting with the Company
19.3Appointment of Patron
19.4Board Charter
20Other Salaried Officers
21Payment of costs
22The Seal
22.1Company Seal is optional
22.2Affixing the Seal
22.3Execution of documents without a Seal
23Minutes and Access
23.1Company must maintain minute books
23.2Access to minutes
24Notices
24.1Service of notices
24.2Provision of period of notice
24.3Service on deceased Members
25Indemnity
25.1Extent of indemnity
25.2Limit of indemnity
25.3Contract of insurance
25.4Personal liability of Officer
26Confidentiality
26.1Maintain confidentiality
27Media Authorisation and Conduct
28Disputes and Mediation
AJD/ 41369900Page 1
1Definitions and Interpretation
1.1Definitions
In this Constitution, unless the context otherwise requires:
a.ABN means Australian Business Number.
b.ACN means Australian Company Number.
c.ACNC means Australian Charities and Not-for-profit Commission.
d.Act means the Corporations Act 2001 (Cth) and includes any statutory modification or re-enactment of it, any legislative provision substituted for it, and all regulations and statutory instruments issued under it.
e.Affiliate Membership means Members admitted under clause 7.1c.
f.AGM means an annual General Meeting of the Company held in accordance with section 250N of the Act.
g.ASIC means the Australian Securities and Investments Commission.
h.Auditor means the auditor of the Company.
i.Board means the board of Directors of the Company as constituted from time to time.
j.Board Charter means any board charter including rules, policies and codes of conduct made by the directors from time to time in accordance with clause 19.4.
k.Business Day means a day on which banks as defined in the Banking Act 1959 (Cth) are generally open for business in Sydney, New South Wales, Australia.
l.Cash Rate Target means the interest rate used by the Reserve Bank of Australia as the cash rate target also known as the interbankovernight interest rate.
m.Chairperson means the person appointed as chairperson by the Board as set out in clause 14 of this Constitution and includes an acting Chairperson under clause10.5. Reference to ‘the Chair’ in this Constitution is a reference to the Chairperson.
n.Code of Conduct means the policy adopted by the Board within 8 weeks of incorporation, as amended,whichgoverns the manner in which the Directors, Members and Employeesof the Company are required to conduct themselves in the discharge of their duties.
o.Committee means a committee to which powers have been delegated by the Board pursuant to clause18.7.
p.Company means Australian Network on DisabilityLtd.
q.Company Information means all communications, correspondence, reports, minutes and other papers and documents relating to any of the affairs or business of the Company.
r.Constitution means this Constitution and any supplementary, substituted or amended Constitution in force from time to time.
s.CTH means the Commonwealth of Australia.
t.Deductible Contribution means a donation of money or property as described in item 1, item 7 or item 8 of the table in section 30-15 of the ITAA 97.
u.DGR means an entity endorsed by the Australian Taxation Office or other applicable regulatory authority as a deductible gift recipient pursuant to sub-division 30-BA of the ITAA 1997, permitting gifts to the entity to be tax deductible.
v.Director means a director of the Company from time to time.
w.Donor means the donor of a Deductible Contribution or other donation to the Company.
x.Financial year means the financial year of the Company, as specified in clause 8.2 of this Constitution.
y.General Meeting means a General Meeting of the Members.
z.Guarantee means the maximum amount each Member agrees to pay the Company in accordance with clause5;
aa.ITAA 97 means the Income Tax Assessment Act 1997 (Cth).
bb.Member means any person who becomes a member of the company in accordance with the Act, this Constitution and whose name is entered on the Register of Members.
cc.Members present means Members present at a General Meeting of the Company in person or, if applicable, by duly appointed proxy or attorney.
dd.Not-for-profit Organisation means an organisation not acting for the profit or gain of its Members as defined by the Australian Taxation Office, ACNC or other applicable regulatory authority within Australia.
ee.Officer means an officer of the Company within the meaning of section 9 of the Act and includes a Director or Secretary of the Company.
ff.Ordinary Membership means Members admitted under clause 7.1b.
gg.Principal Purpose(s) means thepurpose(s) of the company as described in clause 6 of this Constitution.
hh.Register means the register of Members of the Company to be kept pursuant to the Act.
ii.Registered address means the address of a Member specified in the Register or any other address of which the Member notifies the Company as a place at which the Member will accept service of notices.
jj.Registered Office means the registered office from time to time of the Company.
kk.Replaceable Rules means all or any of the replaceable rules contained in the Act from time to time and includes any replaceable rule that was or may become a provision of the Act.
ll.Representative means an Ordinary Member’s representative nominated under clause 7.7.
mm.Reviewmeans a review of a financial report conducted for the purposes of the Act and in compliance with the Australian Charities and Not-for-profits Commission Act 2012.
nn.Reviewermeans an individual or entity who undertakes a review of a financial report of the Company for the purposes of the Act and in compliance with the Australian Charities and Not-for-profits Commission Act 2012.
oo.Seal means the common seal, if any, from time to time of the Company.
pp.Secretary means any person appointed by the Board to perform the duties of a secretary of the Company as set out in clause 15 of this Constitution.
qq.Securities include shares, rights to shares, options to acquire shares and other securities with rights of conversion to equity.
rr.Special Resolution means a resolution at a General Meeting of the Company, of which 21 days’ notice of the proposed resolution has been given, and being a resolution passed by a majority of 75%of the votes cast by Members entitled to vote on the resolution.
ss.Treasurer means the person appointed as Treasurer of the Company by the Board as set out in clause 14 of this Constitution.
tt.Voting Member is a Member who under this Constitution is entitled to vote at any General Meeting.
1.2Interpretation
In this Constitution, unless the context indicates a contrary intention:
a.(corresponding meanings) a word that is derived from a defined word has a corresponding meaning.
b.(documents) a reference to this Constitution or another document includes any document which varies, supplements, replaces, assigns or novates this Constitution or that other document.
c.(gender) words importing one gender include all other genders.
d.(headings) headings and the table of contents are inserted for convenience only and do not affect interpretation of this Constitution.
e.(including) including and includes are not words of limitation.
f.(legislation) a reference to any legislation or provision of legislation includes all amendments, consolidations or replacements and all regulations or instruments issued under it.
g.(month) a reference to a month is a reference to a calendar month.
h.(person) a reference to a person includes a natural person, corporation, statutory corporation, partnership, the Crown and any other organisation or legal entity, and a reference to a person includes their personal representatives, successors and permitted assigns.
i.(references) a reference to the background, a party, clause, paragraph, schedule or annexure is a reference to the background, a party, clause, paragraph, schedule or annexure to or of this Constitution.
j.(replacement bodies) a reference to a body (including an institute, association or authority) which ceases to exist or whose powers or functions are transferred to another body is a reference to the body which replaces it or which substantially succeeds to its power or functions.
k.(requirements) a requirement to do any thing includes a requirement to cause that thing to be done, and a requirement not to do any thing includes a requirement to prevent that thing being done.
l.(singular) the singular includes the plural and vice-versa.
m.(writing) a reference to a Notice, consent, request, approval or other communication under this Constitution or an agreement between the parties means a written Notice, request, consent, approval or agreement.
n.(year) a reference to a year is a reference to twelve consecutive calendar months.
2General
2.1Name of Company
The name of the Company isAustralian Network on DisabilityLtd.
2.2Replaceable rules
This Constitution takes the place of the Replaceable Rules contained in the Act.
2.3Constitution
a.This Constitution contains provisions setting out the manner in which the Members have agreed to conduct the internal administration of the Company.
b.This Constitution shall have effect as a contract:
i.between the Company and each Member;
ii.between the Company and each Director;
iii.between the Company and each Member who performs an executive position of the Company; and
iv.between a Member and each other Member,
pursuant to which each Member agrees to accept the provisions of this Constitution, and comply with those provisions, so far as they apply to that Member.
c.A Special Resolution is required to alter this Constitution in accordance with section 136(2) of the Act and the Company must lodge with ASIC a copy of the Special Resolution within 14 days of the resolution being passed.
d.A special resolution making a material alteration to Clauses 3, 4, 5, 6, 13 or 26 of this Constitution has no effect unless approved in writing by the Australian Taxation Officeor other applicable regulatory authority.
3The Company
3.1Public Company limited by Guarantee
The Company is a public company limited by guarantee.
3.2Restriction on shares
The Company does not have the power to issue or allot shares of any kind.
3.3Powers of the Company
Subject to the provisions of this Constitution and provided that its capacities and powers are exercised, directly or indirectly, in the furtherance of its purposes, the Company has the legal capacity and powers set out in section 124 of the Act.
4Income and Property
4.1Not-for-profit
a.The Company is a Not-for-profit Organisation.
b.The income, property, profits and financial surplus of the Company, whenever derived, must be applied solely towards the promotion of the purposes of the Company as set out in this Constitution.
c.The Company must not carry on business for the purpose of profit or gain to its Members.
d.No portion of the Company’s income, propertyor profits may be paid, distributed or transferred, directly or indirectly, by way of dividend, bonus, fee or otherwise, to any of the Members, Directors, or their relatives, except as provided by this Constitution.
e.Nothing in this Constitution prevents:
i.the payment, in good faith, of reasonable and proper remuneration to any officer or employee of the Company, or to any Member or Director, in return for any services actually rendered to the Company or for goods supplied in the ordinary and usual course of business;
ii.the payment of interest on money borrowed from a Member at a rate not exceeding the Reserve Bank of Australia Cash Rate Target; or
iii.payment of costs pursuant to clause 21 of this Constitution; or
iv.payment of rent that does not exceed that which is reasonable and proper for premises demised or let by any Member to the Company.
4.2No distribution of profits to Members on winding up
a.If the Company is wound up or dissolved, the assets and property available for distribution after satisfaction of all debts and liabilities are to be given or transferred to some other institution or institutions:
i.having objects similar to the purposes of the Company;
ii.whose Constitution prohibits the distribution of its income and property to an extent at least as great as that imposed by this Constitution; and
iii.which are charitable at law and exempt from income tax under the ITAA 97.
b.If the Company becomes a DGR and that endorsement as a DGR is subsequently revoked, any surplus of the following assets shall be transferred to another organisation having objects similar to the purposes of the Company and to which income tax deductible gifts can be made:
i.gifts of money or property for the principal purpose of the organisation;
ii.contributions made in relation to an eligible fundraising event held for the principal purpose of the organisation; and
iii.money received by the organisation because of such gifts and contributions.
c.In addition to the requirements of clause 4.2a, where the Company is endorsed as a DGR and it is wound up, dissolved or has its DGR endorsement revoked, the assets and property available for distribution after satisfaction of all debts and liabilities are to be given or transferred to some other institution or institutions which meeting the requirements of clause 4.2a and is also endorsed as a DGR.
d.The Board may determine the identity of the institution or institutions for the purpose of clause4.2a or 4.2bat the time of dissolution.
e.If the Board fail to determine the identity of the institution or institutions under clause4.2d, theSupreme Court of New South Wales may make that determination.
5Guarantee of Members
a.In the event that the Company is wound up, each Member undertakes to contribute a maximum of$10.00 to the Company for payment of:
i.the debts and liabilities of the Company;
ii.the costs, charges and expenses of any winding up; and
iii.the adjustment of the rights of Members among themselves,
while the Member is a Member or within one year after the Member ceases to be a Member.
b.The guarantee of each Member under clause 5a is in addition to the Member’s liability for any outstanding fees or subscriptions payable under this Constitution.
6Purposes of the Company
The principal purpose of the Company is to lead the change into a positive employment environment for people with disability by changing perceptions of employers and encouraging their good corporate citizenship, including by:
a.advancing the equitable inclusion of people with disability in all aspects of business to create a disability confident Australia
b.promoting employment of people with disability;
c.raising public awareness of the positive attributes of people with disability;
d.facilitate internships and mentoring programs to connect students with disability to employers
e.raising awareness of the profile of people with disability as competent employees.
7Membership
7.1Admission to membership
a.The Board may from time to time in its absolute discretion admit to membership of the Company any person provided that, in the case of an individual, the person is more than 18 years of age.
b.Ordinary Membership is only available to employer organisation (whether it is a body corporate, government department or agency, partnership, sole-trader or otherwise) wishing to make use of the Company’s services.
c.Affiliate Membership is open to other individual persons who wish to support the Company but will not make use of the Company’s services.
d.The Board may in its absolute discretion admit or reject any applicant for membership. If the applicant is not admitted to membership in due course, all monies paid by that applicant to the Company must be returned in full.
e.The Board may fix the entrance fee (if any) and the subscription payable by an applicant for any class of membership established pursuant to clauses 7.2 or 7.3 of this Constitution.
7.2Applications for membership
a.Applications formembership must be in the form determined by the Board from time-to-time.
b.The Board will consider applications for membership as soon as practicable after receipt by the Secretary.
c.Where the Board decides to accept an application for membership, the Secretary will advise the applicant and will enter the applicant’s name upon the Register of Members within 28 days of the Board’s decision.
7.3Amount of fees and subscriptions payable
Entrance fees, annual subscription fees for the various classes of membership, sponsorship payments and other periodical payments from Members or supporters of the Company will be in such amounts and due at such times as the Board determines.
7.4Ordinary Membership
a.Ordinary Membership will be divided into the following subclasses:
i.Platinum;
ii.Gold;
iii.Silver;
iv.Bronze; or
v.Such other subclasses as the Board may determine.
b.All Ordinary Members are entitled tovote at Meetings of the Company.
7.5Affiliate Membership
a.Affiliate Members are not entitled vote at Meetings of the Company.
b.Affiliate Members are not entitled to nominate candidates for the Board (including self-nomination).
7.6Class Rights and Further Classes of Membership
a.The Board may at any time:
i.establish a new class of membership;
ii.establish a new subclass of Ordinary Membership;
iii.remove an existing class or subclass of membership, including a subclass of membership listed in clause 7.4.