Constitution
Australian Health Promotion Association Limited
Contact
Judith Strong
Lawyer
175 Eagle Street, Brisbane QLD 4000
Telephone:+61 (0)7 3309 0842
Email:
Website:
JXS/APRIL 30-04-CONSTITUTION.DOC
Contents
Introduction......
1.Replaceable Rules Excluded......
2.Definitions and Interpretation......
3.Objects......
4.Powers......
5.Application of Income and Property......
6.No Distribution to Members......
7.Limited Liability......
8.Guarantee......
Membership......
9.Number of Members......
10.Membership......
11.Categories of Membership......
12.Ordinary Membership......
13.Corporate Membership......
14.Life Membership......
15.Honorary Membership......
16.Form of Application......
17.Admission to Membership......
18.Notification by Members......
19.Foundation Members......
20.Register of Members......
Application Fee and Annual Subscription......
21.Application Fee......
22.Annual Subscription......
23.Unpaid Annual Subscriptions......
24.Postage and Handling......
25.Capitation Fund......
Cessation of Membership......
26.Resignation......
27.Failure to Pay......
28.Cessation of Membership......
29.Disciplining Members......
30.Effect of Cessation of Membership......
31.Number of Directors......
32.Directors’ Qualifications......
33.First Directors......
34.Election of Directors......
35.Nomination for Election......
36.Election Procedure– Directors......
37.Office Bearers......
38.First Office Bearers and Subsequent Election at Board Meeting......
39.Eligibility and Nomination......
40.Election Procedure– Office Bearers......
Appointment of Directors Between AGMs......
41.Casual Vacancies and Additional Directors......
42.Insufficient Directors......
Alternate Directors......
43.Appointment......
44.Rights and Powers of Alternate Director......
45.Suspension or Revocation of Appointment......
46.Form of Appointment, Suspension or Revocation......
47.Termination of Appointment......
48.Power to Act as Alternate for More than 1Director......
Powers of Directors......
49.Validation of Acts of Directors and Secretaries......
50.General Business Management......
51.Borrowing Powers......
52.Appointment of Attorney......
53.Negotiable Instruments......
Executive Officer......
54.Power to Appoint......
55.Not a Member of the Board......
56.Powers......
57.Withdrawal of Appointment or Powers......
58.Temporary Appointments......
Committees of Directors and Regional Branches......
59.Committees of Directors......
60.Regional Branches and Administration......
Removal and Resignation of Directors......
61.Removal of Directors......
62.Resignation of Director......
63.Vacation of Office of Director......
Directors’ Interests......
64.Prohibition on Being Present or Voting......
65.Director to Disclose Interests......
66.Effect of Interest in Contract......
67.Other Interests......
68.Extension of Meaning of “Company”......
69.Other Directorships and Shareholdings......
Remuneration of Directors......
70.No Directors’ Remuneration......
71.Directors’ Expenses......
72.Financial Benefit......
State and Territory Branch Committees......
73.Election of Branch Committee......
74.Meetings of Branch Committee......
75.Compliance with Company’s Constitution......
76.Powers of State or Territory Branch Committee......
District Chapters......
77.District Chapters......
Secretary......
78.Terms of Office of Secretary......
Indemnity and Insurance......
79.Indemnity......
80.Insurance......
81.Director Voting on Contract of Insurance......
82.Liability......
83.Meaning of “Officer”......
Inspection of Records......
84.Rights of Inspection......
85.Confidential Information......
Directors’ Meetings......
86.Circulating Resolutions......
87.Meetings of Directors......
88.Calling Directors’ Meetings......
89.Notice of Meeting......
90.Technology Meeting of Directors......
91.Chairing Directors’ Meetings......
92.Quorum......
93.Passing of Directors’ Resolutions......
94.Meetings of State or Territory Branches......
95.Meetings of District Chapters......
Meetings of Members......
96.Circulating Resolutions......
97.Calling of General Meeting......
98.Amount of Notice of Meeting......
99.Persons Entitled to Notice of General Meeting......
100.How Notice is Given......
101.When Notice is Given......
102.Period of Notice......
103.Contents of Notice......
104.Notice of Adjourned Meeting......
105.Accidental Omission to Give Notice......
106.Postponement of General Meeting......
107.Technology......
108.Quorum......
109.Chair at General Meetings......
110.Business at Adjourned Meetings......
Proxies and Body Corporate Representatives......
111.Who Can Appoint a Proxy......
112.Rights of Proxies......
113.When Proxy Form Must Be Sent to All Members......
114.Appointing a Proxy......
115.Form of Proxy Sent Out by Company......
116.Receipt of Proxy Documents......
117.Validity of Proxy Vote......
118.Body Corporate Representative......
119.Attorney of Member......
Voting at Meetings of Members......
120.How Vote May Be Exercised......
121.Voting Disqualification......
122.Objections to Right to Vote......
123.How Voting is Carried Out......
124.Matters on Which a Poll May Be Demanded......
125.When a Poll is Effectively Demanded......
126.When and How Polls Must Be Taken......
127.Chair’s Casting Vote......
Annual General Meeting......
128.Business of an Annual General Meeting......
129.Resolutions Proposed by Members......
Minutes......
130.Minutes to be Kept......
Accounts, Audit and Records......
131.Accounts......
132.Audit......
Execution of Documents......
133.Common Seal......
134.Use of Common Seal......
135.Execution of Documents Without Common Seal......
136.Execution of Document as a Deed......
137.Execution– General......
Inadvertent Omissions......
138.Formalities Omitted......
Alterations......
139.Alterations......
Winding Up......
140.Winding Up......
Signing......
141.Signing......
April 30 2004Constitution1
Corporations Act 2001
Company Limited by Guarantee
Constitution
of
Australian Health Promotion Association Limited
Introduction
1.Replaceable Rules Excluded
1.1The replaceable rules contained in the Act do not apply to the Company.
2.Definitions and Interpretation
2.1Definitions
In this constitution:
(1)Act means the Corporations Act 2001 and includes any amendment or re-enactment of it or any legislation passed in substitution for it;
(2)Association means the incorporated body known as the Australian Health Promotion Association whose funds, assets and liabilities the Company is authorised to take over by rule3.1(1).
(3)business day means a day that is not a Saturday, a Sunday or a public holiday or bank holiday in the place where the Company has its registered office;
(4)Capitation Fund means the funds raised from the membership fees;
(5)Company means Australian Health Promotion Association Limited;
(6)Corporate Member means a member which is a body corporate;
(7)Directors means the directors for the time being of the Company or the directors assembled as a board;
(8)Foundation Members means the persons who consent to be members on the registration of the Company;
(9)Secretary means the secretary referred to in rule37 and any other person appointed to perform the duties of a secretary of the Company; and
2.2Interpretation
(1)Reference to:
(a)one gender includes the others;
(b)the singular includes the plural and the plural includes the singular; and
(c)a person includes a body corporate.
(2)Except so far as the contrary intention appears in this constitution:
(a)an expression has in this constitution the same meaning as in the Act; and
(b)if an expression is given different meanings for the purposes of different provisions of the Act, the expression has, in a provision of this constitution that deals with a matter dealt with by a particular provision of the Act, the same meaning as in that provision of the Act.
(3)“Including” and similar expressions are not words of limitation.
(4)Headings and any table of contents or index are for convenience only and do not form part of this constitution or affect its interpretation.
3.Objects
3.1The objects for which the Company is established are:
(1)to take over the funds and other assets and liabilities of the Association;
(2)to provide opportunities for the professional development of members, including the opportunity to meet and exchange ideas and information;
(3)to provide opportunities for the exchange of knowledge in the field of health promotion through the annual national health promotion conference, and the publication of the Health Promotion Journal of Australia and other contemporary media;
(4)to develop and comment upon existing and proposed health promotion policy and programs in the wider community and to advocate for contemporary directions;
(5)to support members in their endeavours to increase public awareness of the concept of health;
(6)to make recommendations with respect to the standards and practice of health promotion as well as the training of health promotion practitioners; and
(7)to represent the interests of Australian health promotion practice when liaising with other organisations.
3.2The Company must pursue charitable purposes only and must apply its income in promoting those purposes.
4.Powers
[compare section124]
4.1The Company has all the powers of an individual and a body corporate but does not have the power to issue shares.
4.2Despite rule4.1 the powers of the Company are ancillary to and exercisable only to pursue the objects of the Company set out in rule3.
5.Application of Income and Property
[compare sections125 and 150]
5.1The income and property of the Company, from wherever it is derived, must be applied solely towards the promotion of the objects of the Company set out in rule3.
6.No Distribution to Members
[compare section150]
6.1No portion of the income or property of the Company may be paid directly or indirectly, by way of dividend, bonus or otherwise to the members of the Company.
6.2Rule6.1 does not prevent:
(1)the payment in good faith of remuneration to any officer, servant or member of the Company in return for any services actually rendered to the Company or for goods supplied in the ordinary and usual way of business;
(2)the payment of interest at a rate not exceeding 12% per annum on money borrowed from any member of the Company;
(3)the payment of reasonable and proper rent by the Company to a member of the Company for premises leased by the member to the Company; or
(4)the reimbursement of expenses incurred by any member on behalf of the Company.
7.Limited Liability
7.1The liability of the members is limited.
8.Guarantee
[compare section117]
8.1Every member of the Company undertakes to contribute an amount not exceeding $1.00 to the property of the Company in the event of its being wound up while the member is a member or within 1year after the member ceases to be a member, if required for payment:
(1)of the debts and liabilities of the Company (contracted before the member ceases to be a member);
(2)of the costs, charges and expenses of winding up; and
(3)for the adjustment of the rights of the contributories among themselves.
Membership
9.Number of Members
9.1The number of members for which the Company proposes to be registered is unlimited.
10.Membership
10.1The members of the Company are:
(1)the Foundation Members; and
(2)any other persons the Directors admit to membership in accordance with this constitution.
11.Categories of Membership
11.1The categories of membership are:
(1)ordinary members;
(2)corporate members;
(3)life members; and
(4)honorary members.
11.2Additional categories of members, if recommended by the Directors, may be created from time to time by the members in general meeting.
12.Ordinary Membership
12.1There are 3 sub-categories of ordinary membership:
(1)employed;
(2)student or unemployed; and
(3)fulltime student.
12.2Any individual who:
(1)is not less than 18years of age at the date of application;
(2)is supportive of the objectives of the Company; and
(3)meets 1 of the criteria in clause12.1;
may apply for ordinary membership of that sub-category as provided for in rule 12.1 of the constitution.
13.Corporate Membership
13.1There are 4 sub-categories of corporate membership:
(1)for profit organisations;
(2)not for profit government agencies;
(3)not for profit community based organisations; and
(4)mini corporate.
13.2Any Body Corporate which:
(1) meets 1 of the criteria in clause13.1; and
(2)is supportive of the objectives of the Company
may apply for corporate membership of that sub-category as provided for in rule 13.1 of the constitution.
14.Life Membership
14.1If, in the opinion of the Directors, a member has made over a period of years a significant contribution to the Company, or the Association, the Directors may nominate the member as a life member of the Company.
14.2A member nominated under rule14.1 becomes a life member of the Company on the nomination being approved by an ordinary resolution of members at a general meeting.
14.3If the life member is a body corporate it must nominate in writing a nominated representative within 1month after it becomes a life member.
14.4A life member has all the rights and privileges of membership and is otherwise subject to this constitution.
14.5The Company in general meeting, on the recommendation of the Directors, may make provision for the granting to members of life membership (paid life membership) on payment of an amount recommended by the Directors, and approved by the Company in general meeting, as a reasonable equivalent of payment in advance of an annual subscription over a period of years.
14.6If the Company provides for paid life membership it is open to any member, and the amount to be paid is the same for any member, whatever the member’s age.
14.7The Company in general meeting may, on the recommendation of the Directors, remove the provision for paid life membership, or change the amount to be paid for it, but this does not affect the rights of members who were granted paid life membership while the provision was in force.
15.Honorary Membership
15.1If, in the opinion of the Directors, a person, not being a member of the Company, has made over a period of years a significant contribution to the Company, or the Association, the Directors may nominate that person as an honorary member of the Company.
15.2A person nominated under rule15.1 becomes an honorary member of the Company on the later to occur of:
(1)the person consenting in writing to be an honorary member; and
(2)the nomination being approved by an ordinary resolution of members at a general meeting.
15.3An honorary member which is a body corporate may, but need not, nominate a nominated representative.
15.4An honorary member has no rights and privileges of membership, other than the right to receive notices of and attend and be heard at any general meeting, and is otherwise subject to this constitution.
16.Form of Application
16.1An application for membership must be:
(1)in writing in a form approved by the Directors;
(2)signed by the applicant; and
(3)
(4)accompanied by any other documents or evidence as to qualification for the type of membership applied for which the Directors require.
16.2If the applicant is a body corporate it must nominate 1person (nominated representative) to represent it in the Company. The application form must:
(1)state the name and address of the nominated representative; and
(2)be signed by the nominated representative.
16.3An application form must be accompanied by:
(1)an application fee, if any, determined in accordance with rule21.1; and
(2)the annual subscription, determined in accordance with rule22.
17.Admission to Membership
17.1The Directors must consider an application for membership as soon as practicable after its receipt and, determine, in their discretion the admission or rejection of the applicant.
17.2The Directors need give no reason for the rejection of an application.
17.3If an application for membership is rejected the application fee, if any, and the annual subscription must be refunded to the applicant.
17.4If an applicant is accepted for membership:
(1)the Secretary must notify the applicant of admission in the form of a receipt for the application fee, if any, and annual subscription or in any other form the Directors determine; and
(2)the name and details of the member must be entered in the register of members.
18.Notification by Members
18.1Each member must promptly notify the Secretary in writing of any change in their qualification to be a member of the Company.
18.2Each Corporate Member must promptly notify the Secretary in writing of any change in the person nominated as its nominated representative under rule16.2.
18.3A person nominated as a nominated representative must consent to the nomination in writing.
19.Foundation Members
19.1Foundation Members who have signed this constitution before the Company is registered become ordinary members of the Company on registration of the Company.
19.2If the funds and assets of the Association become the absolute property of the Company after registration of the Company every person who:
(1)is a member of the Association at the date of registration; and
(2)within 2months after registration agrees in writing to become a member of the Company;
must be admitted by the Directors as a member of the Company in the nearest equivalent category of membership to that held by the member in the Association.
19.3Foundation Members are not required:
(1)to have any qualification for membership;
(2)to pay any application fee; or
(3)to pay an annual subscription until 1July next occurring after registration of the Company.
19.4Foundation Members must otherwise comply with this constitution.
20.Register of Members
[compare sections168 and 169]
20.1A register of members of the Company must be kept in accordance with the Act.
20.2The following must be entered in the register of members in respect of each member:
(1)the full name of the member;
(2)the residential address, facsimile number and electronic mail address, if any, of the member;
(3)the category of membership;
(4)the date of admission to and cessation of membership;
(5)the date of last payment of the member’s annual subscription;
(6)in the case of a Corporate Member, the full name, address, facsimile number and electronic mail address, if any, of its nominated representative; and
(7)such other information as the Directors require.
20.3Each member and nominated representative must notify the Secretary in writing of any change in that person’s name, address, facsimile number or electronic mail address within 1month after the change.
Application Fee and Annual Subscription
21.Application Fee
21.1The application fee payable by each applicant for membership is the sum the Directors determine for each category of membership.
21.2No application fee is payable by any honorary member.
22.Annual Subscription
22.1The annual subscription payable by a member of the Company is the sum the Directors determine and the Company approves in general meeting.
22.2All memberships commence on a date determined by the Directors.the date the annual subscription is received by the Secretary and will be due for renewal 12 months from that date.
22.3Until the Company otherwise resolves, the annual subscription:
(1)for an ordinary member who is:
(a)a full time employee is $182;
(b)a fulltime student or who is unemployed is $145; or
(c)a fulltime student is $36;
(2)for a Corporate Member who is:
(a)a for profit organisation is $726;
(b)a not for profit government agency is $515.50;
(c)a not for profit community based organisation is $399; or
(d)a mini corporate is $212.50.
22.422.3No annual subscription is payable by any life member or honorary member unless otherwise resolved by the Directors.
23.Unpaid Annual Subscriptions
23.1If:
(1)the annual subscription of a member remains unpaid for 1 month after it becomes payable; and
(2)a notice of default is given to the member following a resolution of the Directors to do this;
the member ceases to be entitled to any of the rights or privileges of membership but these may be reinstated on payment of all arrears if the Directors see fit.
24.Postage and Handling
24.1Until the Company otherwise resolves an additional fee for postage and handling will apply for overseas members in accordance with the By-laws of the Company.
25.Capitation Fund
25.1Until the Company otherwise resolves:
(1)all application fees and subscription fees will be placed into the capitation fund;
(2)each State or Territory branch of the Company will be entitled to 15% of the application fees and subscription fees placed into the capitation fund relating to only the ordinary members from their State or Territory; and
(3)any money remaining in the capitation fund from Corporate Members, overseas members or institutional journal subscribers will be retained in the Company’s national account.
Cessation of Membership