Schedule 1 New Constituent Document (NSW)
Schedule 1 – New Constituent Document (NSW)
Summary of key changes
To assist Members in considering whether to approve the proposed New Constituent Document and consequent variations to their membership rights, a summary of the key differences between the existing Constituent Document and the New Constituent Document, and how it affects the rights attaching to membership in the Organisation are set out below. This summary is not intended to be exhaustive and does not constitute a definitive statement of all the differences between the existing Constituent Document and the New Constituent Document. If Members require more detailed advice regarding the differences and their impact on the rights and liabilities of Members, they should seek independent professional advice.
Full details of the rights attaching to membership are set out in the New Constituent Document, which can be made available to the Member upon request.
Issue / Existing Constituent Document / New Constituent DocumentMembership class / Members are persons that have been admitted as members of the Organisation. The Board has discretion to grant privileges of patron, life member or honorary member from time to time, on such terms as is determined by the Board. / All Members who have elected not to roll-up their membership in the Organisation to a membership in Dementia Australia and whose name is entered in the Register of Members (other than Dementia Australia) will be known as "Legacy Members".
Dementia Australia will be known as the "Governing Member".
Voting rights / Each Member is entitled to cast one vote on any question arising at a general meeting. / Dementia Australia will be the sole member with voting rights attached to its membership.
General meetings and notices / Members have the right to receive notice of and attendgeneral meetings. / As the sole voting member, Dementia Australia will be able to pass member resolutions in its discretion by signing and recording the relevant resolution. The Organisation will not hold general meetings but will provide other forums for Legacy Members to participate in the operation of the Organisation.
Appointment of Directors / The Organisation may elect Directors by ordinary resolution. / As the sole voting member, Dementia Australia may in its discretion, appoint and remove Directors to the Board of the Organisation.
Cessation of membership / A Member ceases to be a Member if it fails to pay subscription fees for a period of 2 months, resigns, is expelled or dies. / In addition to the ordinary methods to cease membership (ie. death, resignation, expulsion etc), Legacy Members will automatically cease to be Members of the Organisation on the earlier of the expiry of their then current membership term and 30 June 2018.
Winding up / Any surplus assets remaining after winding up or dissolution of the Organisation must be transferred to funds, authorities or institutions which:
- have objects similar to the objects of the Organisation;
- prohibits the distribution of surplus assets to its members to at least the same extent as the Organisation; and
- is eligible to receive tax deductible gifts or to apply for such eligibility.
Transfer of membership / Membership entitlements are not capable of being transferred. / No material change.
Variation of rights / In accordance with section 246B(2) of the Corporations Act, the Organisation may only vary the rights of its members by a special resolution of its members. / No material change.
Alteration of Constituent Document / In accordance with section 136(2) of the Corporations Act, the Organisation may only modify or repeal its Constituent Document by a special resolution of its members. / No material change.
Schedule 1 – Summary of key changes to Constituent Document (NSW) / 1