Praderwilli Syndrome Association of Victoria Inc

CONSTITUTION

PRADERWILLI SYNDROME ASSOCIATION OF VICTORIA INC.

DEFINITIONS

1. (a)The word "Association" used throughout this Constitution shall mean the PraderWilli Syndrome Association of Victoria Inc.

(2)The word "Commission" used throughout this Constitution shall mean the Health Commission of Victoria.

OBJECTS

To establish and maintain the Association which will function in accordance with the standards approved by the Commission.

MEMBERSHIP

The members of the Association shall comprise :

(1)The parents or guardians of people with PraderWilli Syndrome.

(2)Any interested citizen who applies for and is granted membership by the Committee, and who pays an annual subscription (determined at the Annual General Meeting).

FINANCE

Finance shall be obtained from members' subscriptions, endowments, grants, public subscription, voluntary contributions, fund raising efforts and other approved means, but that no fund raising venture constituting a public appeal, as defined by the Hospitals and Charities Act, is to be undertaken without the previous consent of the Commission.

GENERAL MEETINGS

The Annual General Meeting shall take place within three (3) months of the end of the financial year for the following purposes :

(1)To confirm the minutes of the previous Annual General Meeting and Extraordinary General Meetings, if any; no discussion being permitted thereon except as to their accuracy;

(2)To receive and adopt the Annual Report of the Committee and audited Statement of Accounts for the preceding financial year;

(3)The election of Office Bearers and Ordinary Members of Committee for the ensuing year;

(4)The election of Auditor(s) for the ensuing year;

(5)The transaction of any business of which at least seven (7) days prior notice has been given.

At least fourteen (14) days notice of the Annual General Meeting shall be given to all members.

GENERAL MEETINGS Cont.

Extraordinary General Meetings may be called by the President or at the request of at least three (3) members, provided that at least seven (7) days prior notice be given to members.

The quorum for Annual General Meetings and Extraordinary General Meetings shall be five (5) members.

At every General Meeting the President, or in his/her absence the VicePresident, shall preside, but in their absence the members shall choose one of their number to be Chairperson at that meeting.

MANAGEMENT

Management of the Association shall be vested in a Committee consisting of :

(1)President

(2)VicePresident / Public Officer

(3)Honorary Secretary

(4)Honorary Minute Secretary

(5)Honorary Treasurer

(6)Three (3) Ordinary Members of Committee

All Office Bearers and Members of Committee shall be elected at the Annual General Meeting. They shall be elected for a period of one (1) year and shall retire at the Annual General Meeting next following, but shall be eligible for reelection.

In the event of a casual vacancy occurring during the year, the Committee shall have power to appoint a new Member from the members of the Association. Any person so appointed shall hold office until the next Annual General Meeting only, but shall be eligible for reelection.

No Member of Committee shall be appointed to, or retain any paid office of the Association, whilst he/she is a Member of Committee.

No Member of Committee shall directly or indirectly supply goods or services to the Association, where such goods or services can be satisfactorily obtained elsewhere locally.

Any Member of Committee who has a financial interest in any contract or arrangement made or proposed to be made with the Association, shall disclose his/her interest at the first meeting of the Committee at which the contract or arrangement is first taken into consideration, if his/her interest then exists, or in any other case, at the first meeting of the Committee after the acquisition of his/her interest. If he/she becomes interested in a contract or arrangement after it is made or entered into, he/she shall disclose his/her interest at the first meeting after he/she becomes so interested.

MANAGEMENT Cont.

No Member of Committee shall vote as a Member of Committee in respect of any contract or arrangement in which he/she is so interested as aforesaid, and if he/she does vote his/her vote shall not be counted.

The Committee shall meet at least once each quarter and at least seven (7)days prior notice shall be given to Committee members. Nonreceipt of a notice by any Member shall not invalidate a meeting.

The quorum necessary for the transaction of business shall be five (5), including at least two (2) Office Bearers.

Any Member of Committee being absent for three (3) consecutive meetings without acceptable reason or leave of absence, shall forfeit his/her place on the Committee.

There shall be no procedure for the disciplining of members or the mechanism for appearances by members in respect of disciplinary action taken against them.

All of the Association's books and documents shall be available for inspection by financial members upon request.

Annual fees and subscriptions shall be set at the Annual General Meeting prior to their implementation.

SUBCOMMITTEES

The Committee may appoint such Management SubCommittees, consisting of Members of Committee, as they think fit. Members of the Association or other interested persons may be coopted in an advisory capacity, but shall have no voting rights.

The Committee may also appoint other SubCommittees not concerned with the direct management of the Association, with membership drawn from members of the organisation or other interested persons, for fund raising, social and other similar purposes. Members of such SubCommittees shall have voting rights only within the SubCommittee to which they have been appointed or elected.

The quorum for meetings of a SubCommittee shall be one third of its members. At the first meeting of a SubCommittee the members shall appoint a Chairperson from amongst themselves.

VOTING

If requested by two (2) or more members present at the meeting at which a question arises, voting shall be by ballot, otherwise it shall be by show of hands. Any financial member unable to attend a meeting shall be entitled to submit a proxy vote.

Each member shall have one (1) vote and in the event of an equality of voting, the Chairperson shall have a second or casting vote.

SECRETARY

The Honorary Secretary or Honorary Minute Secretary shall keep accurate minutes of all meetings, deal with correspondence and motions as directed, and notify all members of meetings. All correspondence and minute books in relation to these tasks will be kept by the Honorary Secretary or Honorary Minute Secretary.

The Honorary Secretary shall maintain a register of all members' names and addresses.

The Honorary Secretary shall assume custody and use of the Association's common seal.

FINANCIAL ADMINISTRATION

The funds of the Association shall be lodged in such investments as are authorised by the Law for the time being in force for the investment of Trust funds, or on deposit with a bank.

The Honorary Treasurer shall receive all monies and issue receipts for same, shall pay all accounts which have been passed for payment by the Committee, shall keep a proper record of all such receipts and payments, and shall submit a financial report at each Committee meeting.

All accounts must be paid by cheque and all cheques must be signed by two (2) Office Bearers.

At least once a year the books must be examined and audited by the Auditor(s) appointed at the Annual General Meeting.

The financial year shall run from July 1 to June 31 next following.

PUBLIC OFFICER

The Public Officer shall have custody of all books and papers not normally kept by the Honorary Secretary, Honorary Minute Secretary or Honorary Treasurer.

DISTRIBUTION OF ASSETS

The assets and income of the Association shall be applied solely in furtherance of its objects, and no portion shall be distributed directly or indirectly to its members except as bona fide compensation for services rendered or expenses incurred on behalf of the Association.

AUDITOR

The Auditor(s) appointed shall be a member of some recognised institute of accountants, or, if no such Auditor is available, shall be a person sufficiently versed in business practice to carry out capably the duties of Auditor.

ALTERATIONS TO MINUTES

No resolution shall be rescinded unless fourteen (14) days notice be given to members.

ALTERATIONS TO CONSTITUTION AND STATEMENT OF PURPOSES

Any proposed alteration to the Constitution and Statement of Purposes shall be notified in writing to the Honorary Secretary at least twenty one (21) days prior to a General Meeting, and no article in the Constitution shall be altered save by a vote of 75% of members at a meeting held not less than twentyone (21) days after such notice of intention to propose such alterations has been given by the Honorary Secretary. Any such alteration shall become effective only when approved by the Commission (Hospitals Division).

WINDINGUP

The Association shall not be dissolved or wound up except by consent of threefourths of those present at an Extraordinary General Meeting of members called specially for that purpose. The Committee shall then inform the Commission (Hospitals Division) and after receiving the Commission's approval shall thereupon proceed to realize the assets of the organisation.

If upon the windingup or dissolution of the Association there remains, after satisfaction of all debts and liabilities any assets or property whatsoever, the same shall not be paid or distributed to any member of the Association, but shall be given or transferred to some organisation having objects similar to the objects of the Association, and which shall prohibit the distribution of its income and property amongst its members to an extent at least as great as imposed on the Association under Clause 31 hereof, such organisation to be determined by the members of the Association, (subject to the approval of the Commission) and which is a fund, authority or institution approved by the Commissioner of Taxation as a fund, authority or institution referred to in s78(1)(a) of the Income Tax Assessment Act 1936.

On completion of these actions, application shall be made to the Commission (Hospitals Division) for cancellation of registration. The windingup will be held in accordance with the Associations Incorporation Act.

ANNUAL RETURNS

Two (2) copies of the Annual Report and audited statement of the financial affairs, and the names and addresses of the Office Bearers shall be forwarded to the Commission (Hospitals Division) within one month following the Annual General Meeting each year.

Peter Tait

(Public Officer)

Approved at the General Meeting held on May 8th 1989

David Hunt Diane Barber

(President) (Honorary Secretary)

Date August 14th 1989

STATEMENT OF PURPOSES

PRADERWILLI SYNDROME ASSOCIATION OF VICTORIA INC.

The Aims and Objectives of the Association are :

To form a support group for parents and caregivers of PraderWilli Syndrome people.

To raise funds with the view to setting up a residential home for people with PraderWilli Syndrome.

To raise funds and support research into PraderWilli Syndrome.

To educate the families of PraderWilli Syndrome people, their physicians, their teachers and the public at large.

To promote improved education, living accommodation, working situations and leisure activities for people with PraderWilli Syndrome.

To establish a Clinic that will provide a multidisciplinary approach to treating people with PraderWilli Syndrome.

To carry out other activities which are of benefit to people with PraderWilli Syndrome.

Approved at the General Meeting held on May 8th 1989

David Hunt Diane Barber

(President) (Honorary Secretary)

Date August 14th 1989