1. NAME

2. DEFINITIONS AND INTERPRETATIONS

3. OBJECTS & POWERS

4. CLASSES OF MEMBERSHIP

5. MEMBERSHIP

6. MEMBERSHIP FEES

7. ADMISSION AND REJECTION OF MEMBERS

8. GRIEVANCE/DISPUTE PROCEDURES

9. TERMINATION OF MEMBERSHIP

10. APPEALS

11. REGISTER OF MEMBERS

12. MEMBERSHIP OF THE BOARD

13. REMOVAL OF BOARD MEMBERS

14. RESIGNATION FROM THE BOARD

15. VACANCIES ON BOARD

16. FUNCTIONS OF THE BOARD

17. MEETINGS OF THE BOARD

18. FORMATION OF COMMITTEES

19. VALIDITY OF NON-BOARD ACTIONS

20. RESOLUTION OF THE BOARD

21. ANNUAL GENERAL MEETING

22. GENERAL MEETING

23. QUORUM

24. CONDUCT OF GENERAL MEETING

25. PROXIES

26. BY-LAWS

27. ALTERATION OF THIS CONSTITUTION

28. FUNDS AND ACCOUNTS

29. DOCUMENTS

30. FINANCIAL YEAR

31. INDEMNITY

32. COMMON SEAL

33. DISSOLUTION

34. HONOURARY MEMBERSHIP

1Source Health & Wellbeing Inc.

1. NAME

The association is to be known as ‘1Source Health & Wellbeing Inc.’

2. DEFINITIONS AND INTERPRETATIONS

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2.1 In this Constitution, unless the context otherwise indicates:-

2.1.1 `Annual General meeting’ means the general meeting to be held each year as required by this Constitution.

2.1.2 `Board’ means the Members of the Board for the time being constituted as the management committee as provided for in this Constitution.

2.1.3 `By-Laws’ means By-Laws of the association for the time being in force.

2.1.4 `Association’ means 1Source Health & Wellbeing Inc.

2.1.5 `Convening Costs’ will, until otherwise resolved by a Special Resolution of the Voting Members, be calculated as 110% of (the current standard postal fee for a letter in an envelope measuring 110mmx220mm being posted in Tasmania to an address in Australia x (the number of Voting Members recorded on the Register as at the date of the Association’s receipt of the appeal or requisition).

2.1.6 Executive means the Chairperson (President), Vice President, Secretary, and Treasurer. (Treasurer and Secretary may be combined or separate positions)

2.1.7 `Financial Member’ means a Member who is not then indebted to the Chapter or Association for any reason and financial has a corresponding meaning.

2.1.8 Judiciary Committee means the committee constituted as such as provided in this Constitution

2.1.9 `Member’ means a person who is a financial member of 1Source Health & Wellbeing Inc. who has been accepted as such by the Board in accordance with this Constitution and whose membership has not been terminated.

2.1.0 `Notice Board’ means the board or boards provided in the Association’s Premises on which notices for the information of Members may be posted and or electronic email and journals.

2.1.11 `Premises’ means the Association’s premises from time to time.

2.1.12 `Regulations’ or Rules means any instruction not being a By-Law, issued by the Board as such under this Constitution or the By-Laws.

2.1.13 Secretary’ means the person appointed by the Board to fulfill the duties and functions of the Secretary under this Constitution and includes the Manager

2.1.14 `Special Resolution’ has the meaning set out in the Act.

2.1.15 `Voting Members’ means Full Members who have paid all current fees, subscriptions, charges and other amounts due to the Association. (excluding Associate Members)

2.2 In this Constitution, unless the context otherwise requires:-

2.2.1 Words importing the singular number include the plural number and vice versa.

2.2.2 Words importing a gender include the other genders.

2.2.3 `Person’ includes a body corporate, firm or association.

3. OBJECTS & POWERS

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3.1 The Objects of the association are to:-

3.1.1 As a Not-for-Profit Organisation, provide services that are mainly to meet needs of people in the community who are experiencing poverty, sickness, suffering, distress, misfortune, disability or helplessness to such a degree as to arouse pity or compassion in the community.

3.1.2 Through the provision of counselling services, community workshops, education and training opportunities, service needs identification and referral, for groups and individuals, with a focus on health and wellbeing, self awareness and self empowerment, to alleviate the affects and symptoms of helplessness, alcoholism, gambling addiction, homelessness, and community re-integration for individuals who have disability, acquired brain injury, diagnosed mental illness, homelessness, and newly discharged prisoners.

3.1.3 Provide and maintain Premises and facilities for administration, members and clients and access any other relevant premises for the delivery of the service.

3.1.4 To monitor, maintain, set and improve professional standards in counselling and community practice.

3.1.5 Provide a training service for other organisations providing such services.

3.1.6 To liaise with Government for the benefit of identified members and the public.

3.1.7 To provide a consistent Code of Conduct and set of Practitioner Standards.

3.1.8 To support the Australian Counselling Association Peak National Body to promote the professional development and growth of practicing counsellors in Tasmania.

3.1.9 To provide access to 1Source Health & Wellbeing Inc. Complaints Tribunal.

3.2 Without limiting its powers at law, the Powers of the Association are to (and the Association may) in furtherance of the Objects:-

3.2.1 Manage the funds and other assets and the liabilities of the Association.

3.2.2 Subscribe to, become a member of and co-operate with any other association or organisation, whose objects are altogether or in part similar to those of the Association provided that the Association will not subscribe to or support with its funds any association, association or organisation which does not prohibit the distribution of its income and property among its members to an extent at least as great as that imposed on the Association under this Constitution.

3.2.3 Buy or otherwise acquire, sell or otherwise dispose or deal in all kinds of articles, commodities and provisions, both liquid and solid, for the Members or persons lawfully using the Premises.

3.2.4 Purchase, take on lease or in exchange, hire and otherwise acquire any lands, buildings, easements or other property, real and personal, and any rights or privileges which may be requisite for the purpose of, or capable of being conveniently used in connection with any of the Objects of the Association provided that the Association will only deal with any property which it acquires subject to a trust in the manner as is allowed by law having regard to the trust.

3.2.5 Enter into any arrangements with any person including any Government or Authority that are incidental or conducive to the attainment of the Objects and to obtain from a person any rights, privileges or concessions which the Association may think desirable to obtain and to carry out, exercise, utilise and comply with the arrangements, rights, privileges and concessions.

3.2.6 Appoint, employ, engage, remove, suspend or terminate employees, agents and other persons as may be necessary or convenient.

3.2.7 Remunerate any person for services rendered or to be rendered.

3.2.8 Whether by way of brokerage or otherwise, place or assist to place or guarantee the placing of any unsecured notes, debentures, or other securities of the Association.

3.2.9 Construct, improve, maintain, develop, work, manage, carry out, alter or control any property or improvements to property directly or indirectly to advance the Association interests, and contribute to, subsidise or otherwise assist and take part in any such activity.

3.2.10 Invest and deal with money of the Association not immediately required in the manner as may from time to time be thought fit subject where applicable to any legal requirement.

3.2.11 Lend and advance money or give credit to any person, guarantee or indemnify any person for the payment of money or the performance of contracts or obligations by any person, and otherwise to assist any person as approved by the board.

3.2.12 Borrow or raise money either alone or jointly with any person in the manner as may be thought proper and whether upon fluctuating advance account or overdraft or otherwise, represent or secure any money and further advances borrowed or to be borrowed or to be borrowed alone or with any person by notes secured or unsecured, debentures or debenture stock perpetual or otherwise or by mortgage, charge, lien or other security upon the whole or any part of the Association’s property and to purchase, redeem or pay off any such facilities or securities as approved by the board.

3.2.13 Draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading and other negotiable or transferable instruments as approved by the board.

3.2.14 Sell, improve, manage, develop, exchange, lease, dispose of, turn to account or otherwise deal with all or any part of the property and rights of the Association.

3.2.15 Take or hold mortgages, charges, liens or other security to secure payment of any money due to the Association for any reason including the purchase price, or any unpaid balance of the purchase price, of any part of the Association’s property.

3.2.16 Accept any gift of property (including money) whether subject to any trust or not, for any of the Objects but subject always to the terms of the trust.

3.2.17 Take steps by appeals, public meetings or otherwise to procure contributions to the funds of the Association whether of donations, subscriptions or otherwise.

3.2.18 Print, publish and circulate any publication (including journals, periodicals, books or leaflets) that the Association may think desirable for the promotion of the Objects.

3.2.19 Where it furthers the objects of the organisation to amalgamate with any one or more other incorporated organisations having similar objects, the other organisation(s) must have rules prohibiting the distribution of its (their) assets and income to members; and must be approved by the Commissioner of Taxation for the purposes of subsection 78(4) of the Income Tax Assessment Act 1936.

3.2.20 Purchase or otherwise acquire and undertake all or any part of the assets or rights, liabilities or obligations of any person.

3.2.21 Make donations for patriotic, charitable or community purposes.

3.2.22 Transact any lawful business in aid of Australia in the prosecution of any war or peace keeping in which Australia is engaged.

3.2.23 Determine the hours during which the Premises will be open to Members and to close it on the days and for the times as may be necessary or desirable.

3.2.24 The assets and income of the incorporated organisation shall be applied solely in furtherance of its above mentioned objectives and no portion shall be distributed directly or indirectly to the members of the association except as bona fide compensation for services rendered or expenses incurred on behalf of the organisation.

3.2.25 Do all things as are incidental or conducive to the attainment of the Objects and the exercise of the powers of the Association.

4. CLASSES OF MEMBERSHIP

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4.1 The membership of the Association will consist of the following class of Member:-

      1. Full – Practicing counsellor who meets training standards and is listed on the National Register for Counselling hosted by the Australian Counselling Association National Peak Body, and other members of the ‘community’ who bring specific skills to the Association.
      2. Student – Student completing their first recognised counsellor qualification
      3. Associate – A person who uses counselling skills, but does not practice as a therapeutic counsellor and does not meet training standards.

4.2 A Member must be at least 18 years of age of good repute and character, of sound mind, and subscribe to the Objects and Ethics of the Association.

4.3 Full members meet the standards and criteria as laid down by the Association.

4.4 The number of members is unlimited.

4.5 Members will receive a copy of the constitution upon joining the Association

5. MEMBERSHIP

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5.1 All members must be financial members of the Association.

5.2 An applicant for membership of the Association be proposed by one Voting Member and seconded by another Voting Member of the Membership Committee.

5.3 The application for membership must be in writing, signed by the applicant, the proposer and seconder and in the form as the Board prescribes.

5.4 Each Member will receive Membership Certificates from the Association, issued by the Secretaries/Managers and will be required to place Certificates in a place of easy viewing and access by the public/clients when practicing as a member with membership to the Association and or produce these certificates if requested by the client.

5.5 No Member will be entitled to any benefit or advantage from the Association, which is not shared equally by every Member of that class of membership.

6. MEMBERSHIP FEES

6.1 The membership fees will be determined by the Board and will be payable at the time and in the manner as the Board determines.

6.2 Unless the Board otherwise determines, Membership renewals fees will be payable annually and fall due on July 1st each year.

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7. ADMISSION AND REJECTION OF MEMBERS

7.1 Proposals for membership of the Association will upon receipt by the Association be entered, in the order of time in which the proposals are received by the Secretary, in a Register (`Register’) to be kept by the Secretary. A proposal will, subject to Clause 7.2 be dealt with and determined in the order of priority in which it is so recorded.

7.2 The names and addresses of persons proposed as Members of the Association will be displayed in the meeting minutes before their election and an interval of not less than two weeks will elapse between the receipt of the proposal and election of the person to membership.

7.3 Where an application for membership of the Association is rejected, the applicant may appeal to the next Annual General Meeting for the purpose of reviewing the Board’s decision provided that written notice of the applicant’s appeal is received by the Secretary within 30 days of the notification to the applicant of the rejection decision accompanied by payment of the Convening Costs.

7.4 A right, privilege or obligation of a person by virtue of his/her membership of the Association –

7.5 Is not capable of being transferred or transmitted to another person; and

7.7 Terminates upon the cessation of his/her membership, whether by death, resignation or otherwise.

7.8 A member who has resigned or whose membership has otherwise ceased shall not be entitled to any rights or privileges of a member.

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8. GRIEVANCE/DISPUTE PROCEDURES

8.1 All complaints are to be heard by the Association.

8.2 If a Member or member of the public (`Complainant’) wishes to complain about a Member (`Cited Member’) the Complainant must lodge with the Secretary of the Association on a Complaint Form in the form approved by the Board and pay any fees prescribed by the Board.

8.3 If a Member wishes to complain against an employee, the Member must lodge with a member of the Executive or the Secretary a written, signed and dated complaint.

8.4 The Cited Member will be notified by the Board and may be suspended from membership and therefore will not practice as a Member of the Association until the matter is finalised unless the Board otherwise approves and for the approved purposes only.

8.5 Any person infringing the Constitution or whose conduct is, in the opinion of the Chairperson, Secretary or the Secretary’s agent, not in the interests of the Members may be immediately removed from the Association’s Premises.

8.6 The Board may suspend from membership the Member removed from the association’s Premises pursuant to this clause and the Member will be deemed to be a Cited Member for the purposes of this clause.

8.7 Upon receipt of a Complaint Form or of notification of the Board’s suspension decision, the Secretary will notify the Complainant and the Cited member of the time and place of a Judiciary Committee meeting and be issued with the Grievance Procedures Information Sheet.

8.8 The Complainant and Cited member will each be given the opportunity to be heard or present written documentary evidence to or before the judiciary committee.

8.9 The Judiciary committee will investigate all complaints in the manner laid down in the policy and procedures manual, Grievance and Dispute Procedures.

8.9 Decisions of the Judiciary committee are to be referred to the Board for ratification.

8.10 The Board may:-

8.10.1 Lift the suspension;

8.10.2 Renew the suspension of the member’s membership for a period of time.

8.10.3 Terminate the member’s membership;

8.10.4 Make any other order.

8.11 Cited members will be advised of the Board’s decision in writing.

8.12 A member will not make any derogatory or insulting remark against the Association or any other Member or criticise or make an allegation of impropriety or misconduct to or against any employee without first advising his or her complaint or concern to the Secretary in writing. The member making the complaint or expressing concern will, subject to this Constitution, abide by any direction given by the Secretary.

This clause does not apply to comments or actions, which do not concern the good conduct or reputation of the association; for example: between spouses in their private home or domestic situation.

8.13 A member making a remark, criticism or allegation who does not abide by a direction of the Secretary or the Board or otherwise does not comply with this clause will be acting in breach of this constitution.

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9. TERMINATION OF MEMBERSHIP

9.1 A member may resign from membership of the Association at any time by giving written notice to the secretary, effective when the notice is received by the Secretary unless a later date is specified in the notice when it will take effect on that later date:

9.2 If a Member:-

9.2.1 Is convicted of an indictable offence; or

9.2.2 Owes money to the association for a period of 2 months or more:

The Board may terminate his or her membership

9.3 If a Member:-

9.3.1 Conducts him or herself in a manner considered to be injurious or prejudicial to the character or interest of the association; or

9.3.2 Otherwise fails to comply with any provision of this Constitution;

The Board may terminate his or her membership in accordance with this Constitution.

9.4 The Board may determine that a person is not to be readmitted to membership for a period of time specified in the Board’s decision.

9.5 Any person on ceasing to be a Member will have no rights whatsoever to claim upon the Association or its property or funds or any of the Boards members.

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10. APPEALS

10.1 A member whose membership is suspended or terminated may give written notice to the Secretary given under this clause appeal to the Appeals Board for the purpose of determining that appeal if the appeal is lodged within 30 days of the date shown on the suspension/termination notification from the Association.

10.2 The Secretary will notify the Appeals Board within one month of the date of the receipt by the Secretary of notice of the appeal.

10.3 Any person who wishes to appeal to a general meeting for any reason must pay the Association in cleared funds all costs associated with the appeal including the Convening Costs before the meeting is convened. If the appellant is successful, the money paid by the appellant will be refunded.

11. REGISTER OF MEMBERS

The Board will cause a Register to be kept which will record the names, residential address, phone numbers and email addresses of each person admitted to membership of the Association and their dates of admission.

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12. MEMBERSHIP OF THE BOARD

12.1 The Board will consist of:-

12.1.1 The Chairperson, the Chairperson Position will be on a rotating system, where each Committee Member will take in turns, once all Committee Members have been in President Position, the rotation starts again, the President Position Member will be elected at the end of each Meeting and if that Member is not present at the meeting, the current President elected from the AGM will take the role.

12.1.2 The Vice Chairperson,

12.1.3 The secretary

12.1.4 Treasurer,

12.1.5 Secretary and Treasurer may be combined; or

12.1.6 If no person is employed as the Secretary/Manager/Treasurer, an Honorary Secretary/Treasurer will be appointed by the Executive.

12.1.7 The Public Officer

12.1.8 A Representative from each Sub Committee

12.2 The immediate past Chairperson if not still a Board Member will automatically be an ex-officio member of the Board for a period of 12 months after assuming that position but will have no voting rights on the Board.

12.3 A member must be a voting member and have service in a continuous capacity on the Board for one term (from one Annual General Meeting to the next Annual General Meeting), and be a Full Member, before being eligible to be elected by the Members to an Executive position.

12.4 A Board Member who is absent from 3 consecutive Board meetings without apology to the Secretary will be deemed to have rendered them self-liable to be disqualified from the Board and may be removed from the Board by a majority decision of the other Board members.

12.5 At each Annual General Meeting, all board members, who have been in active service on the board for two years will retire from office, but will be eligible upon nomination for re-election.

12.6 The election of Board members will take place in the following manner:-

12.6.1 Any 2 voting members (a proposer and a seconder) may nominate a member to service on the Board.

12.6.2 A nomination must be in writing and signed by the member and the proposer and seconder and lodged with the secretary at least 21 days before the General meeting at which the election is to take place.

12.6.3 A list of the candidates’ names in alphabetical order and the office for which each is nominated together with the names of the members nominating the candidates will be posted on the Notice Board for at least 7 days immediately preceding the date set for the holding of the General Meeting.

12.6.4 Should, at the commencement of the General Meeting, there be an insufficient number of candidates nominated, expressions of interest will be taken from the floor and be at the discretion of the board.

12.6.5 The order of listing candidates for a position will be determined by a drawing of lots.

12.6.6 A candidate for a position on the Board must be present at the general meeting when the election upon his/her nomination is conducted, unless the general meeting otherwise approves.

12.7 Should all positions on the Board not be filled at the general meeting, any vacancies may be considered as casual and filled by appointment by the board members.

12.8 A board member must not either:

      1. Directly; or
      2. Indirectly,

be involved with (such as by being a director of, shareholder in a company or an employee or agent of or consultant to a company or a partner in, employee or agent of or consultant to a firm or a beneficiary of a trust or whose spouse or child holds any such position or owns any such interest – in this Constitution referred to simply as `being involved with’) any person who:

      1. Supplies goods or services to the Association; and
      2. Otherwise has a business arrangement or relationship with the Association.

A member who, if they were a Board Member, would contravene Clause 12.7 is not eligible for election (or re-election) to the Board.

12.9 A board member who contravenes clause 12.7 must immediately resign from the board, and if not, without limiting clause 13.17, may be removed as a member of the Board by the other Board Members.

12.10 A board member who contravenes clauses 12.7 & 12.8 or 12.9 will indemnify the association against any loss, cost or expense incurred by the association in relation to the contravention.

12.11 A Board member must not use his or her position as a member of the board for personal or business gain or benefit (including publicity).

12.12 At least three quarters of the Board members may resolve to waive the applicability of Clause 12.7, 12.8, 12.9, 12.10 or 12.11 where they consider to do so would be in the best interests of the Association. Any such waiver:

      1. Will be limited to the terms of the resolution of the board members; and
      2. Will be disclosed to the Members at each Annual General Meeting held during the currency of the waiver; and
      3. May be overruled by the Members in general meeting with effect as and from the date of the resolution of the Members.

12.13 Clause 12.7 does not apply to Directors or employees of the Association.

13. REMOVAL OF BOARD MEMBERS

13.1 The office of a board member becomes vacant if the Board Member;-

13.1.1 Makes any arrangement or composition with his/her creditors generally;

13.1.2 Becomes of unsound mind, or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health;

13.1.3 Is not a Financial Member;

13.1.4 Is directly or indirectly interested in any contract or arrangement or proposed contract or arrangement with the Association and fails to declare the nature of his/her interest in the manner required by the Act;

13.1.5 Becomes prohibited from being a Board Member by reason of any order made under the Act;

13.1.6 Otherwise ceases to be a Board member or to be eligible to be a Board Member by virtue of the Act or this Constitution.

13.2 The board may by resolution remove any Board Member before the expiration of their period of office. The Board Member who has been removed may appeal to a general Meeting and the provisions of clause 10 apply as if the Board Member had been suspended as a member.

13.3 A board member may be removed from office or from the Board at a general Meeting of the association where that Member will be given the opportunity to fully present their case. Such a member may have, on request, a second financial member for support and to assist them to deliver their case. The question of removal will be determined by a vote of the Voting Members present at the general meeting.

13.4 If a Board Member is suspended from membership of the Association, he/she will also be suspended from membership of the Board.

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14. RESIGNATION FROM THE BOARD

A board member may resign from the Board by giving written notice to the Secretary; the notice will be effective from the date of receipt by the Secretary unless a later date is specified in the notice when it will take effect on that later date.

15. VACANCIES ON BOARD

15.1 The Board may by resolution appoint a Member to fill a vacancy on the Board until the next General Meeting at which an election is held.

15.2 The Board Members may act notwithstanding any casual vacancy on the Board, but if and so long as their number is reduced below the number fixed by or pursuant to this Constitution as the quorum for a meeting of the Board, the continuing Member or Members may act for the purpose of increasing the number of Board Members to that number and of summoning a General Meeting of the Association but for no other purpose.

16. FUNCTIONS OF THE BOARD

Except as otherwise provided by this Constitution and subject to resolutions of the Voting Members, the Board has:-

16.1 The general control and management of the administration of the affairs, property and funds of the Association;

16.2 The authority to interpret the meaning or application of any part of this Constitution (including any matter relating to the Association) on which this Constitution is silent or ambiguous.

16.3 Duties of the Public Officer

      1. To deliver, as required, to the auditor, a list of all accounts, books and records of the Association.
      2. To keep the Corporate Affairs Commission informed of any constitutional changes or any changes to the Committee.
      3. To lodge with the Corporate Affairs Commission, within 6 months of the end of the financial year, the Annual Return of the Association together with the required lodgement fee.

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17. MEETINGS OF THE BOARD

17.1 The Board will meet at least once each three calendar months, or at the discretion of the board, to exercise its functions.

17.2 Other meetings of the Board will be convened by the Secretary:-

17.2.1 On the requisition in writing, which requisition will clearly state the reasons for the meeting being convened and the nature of the business to be transacted thereat;

17.2.2 On the direction of the Executive.

17.3 At every meeting of the Board a simple majority of 3 (Three) members made up of at least 2 Board Members and 1 General Member will constitute a quorum.

17.4 Subject to this Constitution, the Board may meet together and regulate its proceedings as it thinks fit. Questions arising at any Board meeting will be decided by a majority of votes and, in the case of equality of votes, the Chairperson has a casting vote.

17.5 A Board Member will not vote in respect of any contract or arrangement with the Association in which

17.5.1 The member, or

17.5.2 Any member of his/her immediate family (`relative’) or any entity in which the Member or his/her relative has an interest, is interested, or any matter arising there from, and if the Member does so vote, the vote will not be counted.

17.6 The Chairperson will preside at every Board meeting, or if there is no Chairperson, or if at a meeting, the Chairperson has notified the secretary that he/she will not be present, or is not present within ten minutes after the time appointed for the meeting, the Vice Chairperson will act as Chairperson in the Chairperson’s absence, or if the Vice Chairperson is not present at the meeting, then the board members may choose one of their number to chair the meeting.

17.7 If within half an hour from the time appointed for the commencement of a board meeting a quorum is not present, the meeting, if convened upon the requisition of board members, will lapse. In any other case, it will stand adjourned to the same day in the next week at the same time and place, or to another day and/or time and/or place as a majority of the Board Members may determine. If at the adjourned meeting, a quorum is not present within half an hour from the time appointed for the meeting, the meeting will lapse.

17.8 The minutes of every Board Meeting will be signed, to verify their meaning, by the chairperson of that meeting or the chairperson of the next board meeting.

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18. FORMATION OF COMMITTEES

18.1 The Board may delegate any of its powers to a Committee (sub-Committee) of Members consisting of at least one Board Member or person duly elected by the Board.

18.2 A sub- committee will in the exercise of the powers so delegated conform to the formal objectives that will be given to it by the Board.

18.3 A sub-committee will report regularly on its activities and make recommendations to the Board.

18.4 A sub-committee may elect a chairperson for its meetings. If no chairperson is elected, or if at a meeting the chairperson is not present within ten minutes after the time appointed for holding the meeting, the Members present may choose one of their fellow members to be chairperson for the meeting.

18.5 The Executive and the Judiciary Committee are each Committees (sub-committee) of the Board.

18.6 The Judiciary Committee will be the Chairperson (or his/her nominee) and 2 or more other Members (other than the Secretary or any other employee) appointed by the Board.

19. VALIDITY OF NON-BOARD ACTIONS

All acts done by a meeting of the Board or of a sub-committee or by any person acting as a Board Member will, not withstanding that it is afterwards discovered that there was a defect in the appointment of a Board Member or person acting or that a Board Member was disqualified, be as valid as if every person had been duly appointed and was qualified to be a Board Member or a member of the Committee.

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20. RESOLUTION OF THE BOARD

A resolution in writing signed by a majority of the board members will be as valid and effectual as if it had been passed at a meeting of the board duly convened and held provided that each of the Board members is notified of the proposed resolution. Any such resolution may consist of several documents in like form, each signed by one or more board members.

21. ANNUAL GNERAL MEETING

21.1 The annual general meeting will be held within 3 months of the close of the financial year.

21.2 The business to be transacted at an Annual General Meeting includes: –

21.2.1 Receiving of the board’s report and the statement of income and expenditure, assets and liabilities and mortgages, charges and securities affecting the property of the Association for the preceding financial year;

21.2.2 Receiving the auditor’s report upon the books and accounts and board’s report for the preceding financial year;

21.2.3 The completion and signing of bank authority forms by newly elected Board members and the removal of authority for Board members not re-elected;

21.2.4 The revision of subscriptions.

21.2.5 Election of Board Members.

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22. GENERAL MEETING

22.1 The Secretary will convene a general meeting by giving not less than 7 days notice of the meeting to the Voting members: –

22.1.1 As required by this Constitution;

22.1.2 When directed to do so by the Board;

22.1.3 On the requisition in writing signed by not less than the number of voting members as would be required in attendance at a general meeting, to constitute a quorum. The requisition must: –

      1. Disclose the nature of the business to be transacted and the clause in this constitution to which the business relates and which the meeting should consider in particular;
      2. Be accompanied by payment or an undertaking to pay within 7 days of the date of the requisition (in cleared funds) the convening costs.

22.2 The secretary need not prepare or issue any notices of meeting under clause 22.1.3 until receipt of payment of the convening costs.

22.3 The manner in which a notice is given will be determined by the Board.

22.4 Notice of a general meeting will clearly state the nature of the business to be discussed at the proposed meeting.

23. QUORUM

23.1 At a general meeting, the number of voting members required to constitute a quorum will be not less than 3 (Three) members, 2 of which hold elected positions on the Board. If no quorum of the Board is present the Board may elect a financial member of the Association to sit on the Board in order for business to be conducted or proceed as per 23.3

23.2 No business will be transacted at a general meeting unless a quorum of Voting Members is present at the time when the meeting proceeds to business.

23.3 If within one hour from the time appointed for the commencement of a general meeting, a quorum is not present, the meeting, if convened upon the requisition of the board, will lapse. In any other case it will stand adjourned to the same day in the next week at the same time and place, or to another day and/or time and/or place as a majority of the Board Members may determine, and, if at the adjourned meeting a quorum is not present within one hour from the time appointed for the meeting, the voting members present will be a quorum of minimum three elected members.

23.4 The chairperson of a meeting may, with the consent of the meeting at which a quorum is present (and will if so directed by the meeting), adjourn the meeting, but no business will be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting will be given as in the case of the original meeting. Otherwise it will not be necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting.

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24. CONDUCT OF GENERAL MEETING

24.1 The following clauses apply at every general meeting except as otherwise provided in this constitution.

24.2 The chairperson or his/her nominee will preside at the meeting, or if there is no chairperson, or if the chairperson is not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the vice chairperson or his/her nominee will be the chairperson, or, if the Vice chairperson is not present or is unwilling to act, then the voting members present will elect one of their number to chair the meeting.

24.3 The chairperson will maintain order and conduct the meeting in a proper and orderly manner.

24.4 Before the meeting, the Board will appoint a person to act as the returning officer for the meeting. The returning officer will verify to the chairperson the number of valid proxies received by the Association for the purposes of the meeting.

24.5 Every question, matter or resolution will be decided by a majority (or the required majority if a resolution other than an ordinary resolution) of votes of the voting member present.

24.6 Every voting member present will be entitled to one vote. To clarify, a voting member must be present at the meeting when the vote is taken to exercise his/her right to vote, unless the Member’s proxy present at the meeting is to exercise the right.

24.7 In the case of an equality of votes, the chairperson of the meeting will have a second or casting vote.

24.8 Voting will be by show of hands or a division of voting members, unless:

24.9 The chairperson will appoint two persons to conduct the secret ballot in the manner as the chairperson determines.

24.10 The result of the ballot as declared by the chairperson will be the resolution of the meeting at which the ballot was demanded.

24.12 The Secretary will cause full and accurate minutes of all questions, matters, resolutions and other proceedings of every Board Meeting and General meeting to be entered in a book to be open for inspection at all reasonable times by any financial member who applies to the Secretary for that inspection.

24.13 The minutes of every general meeting will be signed, to verify their meaning by the chairperson of that meeting or the chairperson of the next general meeting.

24.14 The minutes of any Annual General Meeting will be signed, to verify their meaning, by the chairperson of that meeting or the chairperson of the next Annual General Meeting.

24.15 For the purposes of clauses 24.5 and 24.6 `present ‘ means in person or by proxy.

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25. PROXIES

25.1 Subject to this Constitution, a voting member may appoint another member to be his/her proxy for the purposes of attending, speaking at and voting for that voting member at a general meeting.

25.2 A proxy will be valid if;-

25.2.1 The member completes and lodges a proxy in the form approved by the board with the secretary not later than 24 hours before the time for the holding of the general meeting;

25.2.2 The member is a voting member and financial on the date of the notice of the general meeting;

25.2.3 The member is not present or otherwise represented at the general meeting.

25.3 Any issue of validity of a proxy will be determined by the chairperson of the meeting acting on the advice of the Returning Officer.

26. BY-LAWS

The board may make, amend or repeal by-laws, not inconsistent with this Constitution, for the internal management of the Association. Any by-law may be set aside by the voting members in general meeting.

26.1 GO TO BY-LAWS

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27. ALTERATION OF THIS CONSTITUTION

27.1 Subject to the Act, this constitution may be amended, rescinded or added to by a Special Resolution at a General Meeting.

27.2 No amendment, rescission or addition to this Constitution will be valid unless the same is approved as required by law.

28. FUNDS AND ACCOUNTS

28.1 Non Profit GroupThe assets and income of the above association shall be applied solely in furtherance of its above mentioned objectives and no portion shall be distributed directly or indirectly to the members of the Group except as bona fide compensation for services rendered or expenses incurred on behalf of the Group.

28.2 Gifts are not to come from the Association petty cash or bank account; they are to be purchased by general collection of donations by ‘passing the hat’.

28.3 The funds of the Association will be banked in the name of the Association in an account with a bank or other financial institution as the Board may direct.

28.4 Petty Cash will be made available to Board members to a maximum amount as determined by three members made up of two members of the Board and one ordinary member, or three members of the Board.

28.5 Proper books and accounts will be kept and maintained either in written or printed form in the English language or in a computerised or electronic medium showing the financial affairs of the Association and the particulars usually shown in books of a like nature.

28.6 Money will be banked as soon as practicable after receipt.

28.7 Expenditure will be approved or ratified at a Board meeting.

28.8 Cheques/financial instruments will be signed by any two of the Chairperson, Secretary, Treasurer, Association Accountant, or other member authorised from time to time by the Board.

28.9 Cheques will be crossed `not negotiable’.

28.10 As soon as practicable after the end of each financial year, the treasurer will cause to be prepared financial statements containing particulars of:

28.10.1 The income and expenditure for the financial year just ended; and

28.10.2 The assets and liabilities and all mortgages, charges and securities affecting the property of the Association at the end of that year.

28.11 The financial statements will be

28.11.1 Examined by the auditor who will present a report upon the audit to the Secretary prior to the holding of the Annual General Meeting next following the financial year in respect of which the audit was made, or

28.11.2 Am Exemption will be obtained under the Act from the Department of Justice.

28.12 The income and property of the Association will be used and applied solely in promotion of its Objects and in the exercise of its Powers. No portion of it will be distributed, paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to or among the Members.

28.13 Nothing contained in this clause 28 will be construed so as to prevent:

28.13.1 The payment in good faith of interest to a Member in respect of money advanced by the member to the association or otherwise owing by the Association to the member or of remuneration to an officer or employee of the association or to a member of the association or other person in return for any services actually rendered to the association.

28.13.2 The payment or repayment to a member of out of pocket expenses, money lent, reasonable and proper charges for goods hired by the Association or reasonable and proper charges for goods hired by the Association or reasonable and proper rent for premises demised or let to the Association.

28.13.3 Any members of the 1Source Health and Welling Inc, who seek to apply for Grants through the Incorporation, are to factor in a 5% commission of the total Grant Amount and this amount is to be paid and left in the Incorporation for future administration costs and programs.

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29. DOCUMENTS

29.1 The board will provide for the safe custody of the books and records, documents, instruments of title and securities of the association.

29.2 A person may not copy or take extracts of the register of members or use or disclose the confidential information of the association without the prior approval of the board.

30. FINANCIAL YEAR

The financial year for the association ends on 30 Jun in each year.

31. INDEMNITY

31.1 All board members and trustees holding property for the association will be indemnified out of the property and funds of the association against all losses and expenses incurred in the discharge of their duties except any due to their own willful act or default.

31.2 Each Board Member or trustee will be responsible only for so much money or property as he or she actually received for, or in discharge of the business of the association, and each one will be answerable only for their own acts, neglects or defaults and not for those of any other person, on for insufficiency of any security for money invested or of title to any estate or property acquired, or for any loss or damage which may happen in the discharge of their duties unless due to their own wilful neglect or default.

31.3 An employee may be indemnified out of the property of the Association against any liability:-

31.3.1 Incurred by the employee acting in that capacity,

31.3.2 For the costs and expenses incurred by the employee

      1. In defending proceedings, whether civil or criminal, in which judgment is given in favour of the employee or in which the employee is acquitted; or
      2. In connection with an application in relation to such proceedings, in which the court grants relief to the employee.

31.4 Subject to the law, the association may pay insurance premiums in respect of insurance for the benefit of the Board Members and the Association’s employees when acting in their respective capacities against:-

31.4.1 Costs and expenses in defending any proceedings, whether civil or criminal, whatever their outcome, or

31.4.2 A liability arising from negligence or other conduct not being a liability incurred by the person acting in that capacity and arising out of conduct involving a willful breach of duty in relation to the Association or a breach of the law or of this Constitution dealing with improper use of confidential information or position.

31.5 The association may pay insurance premiums in respect of insurance for the benefit of the auditor.

32. COMMON SEAL

32.1 The board will provide for the adoption, use and safe custody of a common seal

32.2 The common seal will only be used with the authority of the Board. Every instrument to which the seal is affixed will be signed by a member of the Executive and countersigned by the Secretary or by another member of the Executive or by a person appointed by the Executive for that purpose.

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33. DISSOLUTION

33.1 In the event of the organisation being dissolved the amount which remains after such dissolution and the satisfaction of all debts and liabilities shall be transferred to any incorporated organisation which has similar objects and which is approved by the Commissioner of Taxation for the purposes of subsection 78(4) of the Income Tax Assessment Act 1936.

33.2 A motion to dissolve the Association may only be made at a Special General Meeting of which all financial members have been notified, and with 75% of the members present approving the dissolution.

33.3 Every member of the Network is liable to contribute to the assets of the Network
for payments of debts or liabilities of the Group, to a sum not exceeding $ l.00

33.4 As an endorsed DGR, if the Incorporation is wound up the Incorporation must transfer all remaining gifts, deductible contributions and money received in relation to such gifts and contributions to another deductible gift fund, authority or institution.

33.5 Revocation clause:

If the endorsement of the organisation as a deductible gift recipient is revoked, the following shall be transferred to another organisation to which income tax deductible gifts can be made – any surplus:

      1. Gifts of money or property for the principal purpose of the organisation
      2. Contributions made in relation to an eligible fundraising event held for the principal purpose of the organisation, and
      3. Money received by the organisation because of such gifts and contributions.

34. Honurary Membership

34.1.1 Honorary membership can be conferred on a person after being nominated by a Board member, approval by the board and ratified by a vote of two thirds of the membership at a general meeting.

34.1.2 Honorary status may be conferred on a person who has made a significant contribution over several years to the Health industry either directly or indirectly.

34.1.3 Only one person may be given honorary membership in any one financial year and only three honorary members at any one time may belong to the Association.

34.1.4 Honorary members have the same voting rights as Board members and may fill any position on the management committee.

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