Constitution (1995)
Denmark Education and Innovation Centre
Inc.
CONSTITUTION - 9.5.1995
1.0 NAME:
The name of the organisation shall be the Denmark Education and Innovation Centre Inc., hereafter called “the Association”.
2.0 DEFINITIONS:
“Board of Management” (Board) shall be the body responsible for the day to day management of the Association.
“The Act” refers to the Associations Incorporation Act 1987.
3.0 OBJECTS;
3.1 To bring together community groups, community members, local government and government agencies to assist local government and the community with strategic directions and projects for Denmark and the South Coast.
3.2 To increase post-compulsory education participation within the Denmark Region.
3.3 To provide increased education and employment opportunities to students of the Denmark Agricultural College.
3.4 To expand post-compulsory and tertiary education opportunities within Western Australia.
3.5 To expand vocational training opportunities within Western Australia.
3.6 To develop and implement new curricula.
3.7 To provide learning opportunities for all members of the community.
3.8 To make the resources and services of the Denmark Agricultural College more accessible to members of the community.
3.9 To open up the resources of the region including people, places and materials.
3.10 To facilitate the development and expansion of new and existing businesses.
3.11 To increase and diversify local employment opportunities within the region and in Western Australia.
3.12 To maximise cultural and ecotourism opportunities in the region on a sustainable basis.
3.13 To attract and establish research, development and demonstration projects both permanent and temporary.
3.14 To carry out any activity which may be advantageously carried out in connection with any of the objects of the Association as a non profit organisation.
3.15 To create and manage a venue or venues at premises to be purchased, otherwise acquired by the Association for the furthering of the objects of the Association.
4.0 POWERS:
The Association has all the power of a natural person for the purposes of achieving its objectives including but not limited to the following:
4.1 Provide training and support to persons undertaking or intending to undertake, activities which are consistent with the above objects.
4.2 Gather, develop and disseminate information, expertise and knowledge related to the above objects.
4.3 Provide consultation and advice, related to the above objects, to interested parties and to charge fees for the provision of such services.
4.4 Improve, manage, develop, turn to account and otherwise deal with all or any part of the undertaking, property and rights of the Association.
4.5 Borrow or raise money by the issue of or upon bonds, guarantees, debentures, bills of exchange, promissory notes or by mortgage or charge of all or any part of the property of the Association.
4.6 Sell, let, hire, licence, give in exchange and otherwise dispose of all or any property and rights of the Association.
4.7 Purchase, lease, hire, take in exchange and otherwise acquire any property and rights which may be advantageous for the purposes of the activities of the Association.
4.8 Invest any monies not immediately required for any of the above objects in bank guaranteed security as may to the Association seem appropriate.
4.9 Draw, make, accept, discount, negotiate, execute and issue cheques, promissory notes, bills of exchange, bills of loading, warrants, debentures and other negotiable or transferable instruments.
4.10 Obtain, collect, generate, produce, earn and receive money and income and funds by way of contributions, donations, subscriptions, legacies, licence fees, grants, or any other lawful method and to accept and receive gifts of property of any description whether subject to any special trusts or not.
4.11 Promote any Act of Parliament, regulation, statute and other authority to enable the Association to carry on its business, alter its constitution and achieve any other purpose which may promote the Association’s interests and to oppose or object to any application or proceedings which may prejudice the Association’s interests.
4.12 Enter into partnerships or any other arrangement for sharing profit, cooperation or mutual assistance with any organisation or individual, whether incorporated or unincorporated.
4.13 Give any debentures or securities or services in kind, and accept any shares, debentures or securities as consideration for any business, property and rights acquired or disposed of.
4.14 Effect insurance against risks of all kinds.
4.15 Enter into any arrangement with any Governments or authority, Commonwealth, State, Municipality, or otherwise that may be conducive to the attainment of the objects of the Association.
4.16 Establish and support any association or other unincorporated body having objects altogether or in part similar to those of the Association and to promote for the purpose of carrying on any activity which the Association is authorised to carry on.
4.17 Make donations for any public purpose connected with the activities of the Association or with the furtherance of its objects.
4.18 Carry out any of these objects in any part of the world; principal, agent, contractor, trustee or in any other capacity and through an agent, contractor, sub-contractor, trustee or any person acting in any other capacity and either alone or in conjunction with others.
5.0 PROPERTY AND INCOME:
5.1 The property and income of the Association shall be applied solely towards the promotion of the objects or purposes of the Association and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to members of the Association except in good faith in the promotion of those objects or purposes.
5.2 Nothing in this clause shall prevent:
(a) the payment in good faith of remuneration to any officer, employee or agent of the Association or other person in return for services actually rendered to the Association;
(b) the payment of interest at a rate not exceeding the commercial rate on moneys lent to the Association by any member to the Association;
(c) the payment of a reasonable and proper rent for a premises leased or let by a member to the Association; and
(d) the repayment of documented out-of-pocket expenses incurred by a member of the Association or other authorised person on behalf of the Association.
6.0 CONDITIONS AND RQUIREMENTS OF DONORS OR SPONSORS:
6.1 The Treasurer shall keep an up-to-date record of all gifts and bequests. The record shall contain particulars of all trusts, conditions and requirements (if any) which the donor may have prescribed in the document creating or imposed at the time of making the gift or bequest.
6.2 The Board shall make such by-laws as it shall deem necessary to carry out the trusts, conditions and requirements of donors as indicated by them when they made a gift or bequest to the Association.
7.0 MEMBERSHIP:
7.1 The categories of members of the Association shall be as follows:
(a) organisation members who shall be any group, organisation, corporation or firm whether incorporated or unincorporated or any local government; who support the organisation and agree to be bound by this Constitution
(b) individual members; and
(c) advisory non-voting members
7.2 Applications for membership shall be made on the form prescribed from time to time by the Board such application to be signed by the applicant and by one other members of the Association who recommend to the Board that the applicant’s application be accepted.
7.3 (a) The Board shall consider each application for membership and may accept or reject that application without giving any reason for doing so.
(b) If any applicant is dissatisfied with the decision of the Board, such applicant may appeal against that decision in the manner provided in Section 11 hereof.
(c) On acceptance of an application by the Board, the applicant shall become a member on payment of the annual subscription determined by the Board from time to time. The subscription payable by members from time to time may be different for each class of member.
7.4 Any member may resign from the Association by letter in writing forwarded to the Secretary of the Association.
7.5 Upon the resignation of a member, that member shall not be entitled to any refund of any or any part of any subscription paid.
7.6 The Secretary shall keep a register of members of the Association showing in respect of each member his her or its name, address and date of commencement of membership and a record of office bearers in the manner contemplated by the Act which register and record shall, upon the request of a member of the Association, be made available for inspection by that member and the member may make a copy or take an extract from the register or record but shall have no right to remove the register or record for that purpose.
7.7 A member may at any reasonable time inspect without charge the books, documents, records and securities of the Association.
8.0 GENERAL MEETINGS:
8.1 The Annual General Meeting shall he held within four months of the end of the financial year, and members shall be given notice in writing at least fourteen days before such meeting, and a public notice will appear in a newspaper advertisement at least seven days before the Annual General Meeting.
8.2 At least fourteen days prior to the date of the Annual General Meeting, the Secretary shall write to members calling for nominations for the three Board positions to be filled by voting at the Annual General Meeting as provided in Clause 12.5. Nomination for the elected positions on the Board, signed by the nominee and another member who is a nominator, must be received by the Secretary at the commencement of the Annual General Meeting.
If less than three nominations are received for the elected Board positions, then the Convenor at the Annual General Meeting, shall call for nominations from the floor of that Meeting to fill only those elected Board positions for which no nominations have been received.
If less that three non-appointed Board members are elected at the Annual General Meeting, then the unfilled Board positions shall be deemed to be casual vacancies, and the Board may appoint another person to fill that vacancy as detailed in Clause 12.10.
8.3 The business of the Annual General Meeting shall include:
(a) Confirmation of minutes and matters arising.
(b) The Convenor’s report.
(c) The Treasurer’s report and statement of accounts for the preceding year, together with the Auditor’s report for these financial report.
(d) Election and appointment of Board members.
(e) The appointment of an Auditor.
(f) Special business (by way of notice of motion).
(g) General business.
8.4 The Election of three individual members of the Board and naming of the appointed members of the Board as per Clause 12.5 for the ensuing twelve months shall take place at the Annual General Meeting together with any other business mentioned in the notice paper convening the meeting.
8.5 A special meeting of members shall be called at the request of any two members of the Board or at the written request of one third or ten, whichever is the lesser, of the members of the Association. Such meeting shall be held within 30 days of such request and all members shall be notified in writing not less than 14 days before such meeting.
8.6 The Convenor of the Association shall be the chairperson at all general meetings. In the absence of the Convenor, the Deputy Convenor shall chair the meetings. If the Convenor and Deputy Convenor are absent, the members shall elect a member to take the chair.
8.7 The Convenor at any general meeting shall not have a casting vote in addition to a deliberate vote.
8.8 At all general meetings voting shall be by a show of hands. Each member shall have one vote. In the case of an equality of votes, the motion shall be defeated.
8.9 The quorum for a general meeting shall consist of twenty financial members present in person or one-third of the financial membership, whichever is the lesser.
8.10 If at any general meeting there be no quorum within 30 minutes of the time appointed for the meeting then the meting shall lapse unless a majority of the members present decide to adjourn the meeting for a period not exceeding 14 days. If there is no quorum within 30 minutes after the time appointed for such adjourned meeting; then the people present are deemed to be a quorum and may carry out the business of the meeting.
8.11 Members not present in person shall be entitled to vote by proxy received in writing by the Secretary before commencement of any meeting.
9.0 BY-LAWS AND REGULATIONS:
9.1 The Board may from time to time make any by-laws and regulations consistent with this Constitution as are in the opinion of the Board necessary or desirable for the proper control, administration and management of the Association’s operations, finances, affairs, interests and property and the duties, obligations and responsibilities of members.
9.2 The Board may from time to time amend or revoke any by-law or regulation so made.
9.3 In particular, but without limiting the generality of Clause 9.1, by-laws and regulations may be made as to the procedure to be observed in the conduct or voting of the members or the standing orders to apply at meetings of the Board or the Association.
9.4 No by-law or regulation made pursuant to this clause invalidates any prior act of the Board or any member which would have been valid if that by-law or regulation had not been made.
10.0 EXPULSION OF MEMBERS:
10.1 In the event of any member being charged in writing with Conduct which the Board considers:
(a) Prejudicial to the interests of the Association, or
(b) A grave breach by a member of the Constitution rendering it desirable that he/she should cease to be a member,
Then such member shall be called before the Board and failing a satisfactory explanation in the opinion of the Board he or she may be cautioned, suspended, or expelled. There shall be no refund of any subscription.
11.0 APPEAL:
11.1 Any member of the Association who may feel aggrieved by an decision or action of the Board under Clause 10.1 or any person who has made an application under Clause 7.3(a) which has been rejected, may by notice in writing given or delivered to the Secretary within one month from the date thereof appeal against such decision or action to a general meeting of the Association.
11.2 Such notice shall state the grounds of such appeal and shall be heard at a meeting following the expiration of one month from the lodging of the appeal with the Secretary.
11.3 Until the hearing of the appeal, the decision of the Board shall have full force and effect.
11.4 The decision of the Board after hearing any appeal will be final.
12.0 BOARD:
12.1 The business and affairs of the Association shall be managed by the Board in accordance with this Constitution.
12.2 The Board may, subject to the decision made at general meeting, exercise all the powers of the Association and do all acts and things as may be done by the Association or which it considers necessary or expedient to carry out the objects of the Association.
12.3 The Board shall consist of up to 12 members:
(a) a convenor
(b) a deputy convenor
(c) a secretary
(d) a treasurer and
(e) up to 8 other persons.
12.4 All members of the Board must be members of the Association.
12.5 Each of the following organisations shall be entitled to appoint one member to the Board; the WA Agricultural College Denmark, the Denmark Chamber of Commerce, the Denmark Lions Club, Great Southern Regional College of TAFE Denmark Campus, Green Skills, the Denmark Tourist Bureau, the Denmark High School, Ratepayers & Residents Association, Youth Advisory Committee and the Denmark Shire Council. The remaining three Board positions shall be filled by voting at the Annual General Meeting.
12.6 Members of the Board appointed pursuant to sub-clause 12.5 hereof shall hold office until removed by the Appointor which appointed that member or his or her position becomes vacant by virtue of Clause 12.10 hereof.
12.7 Advisors to the Board from the Great Southern Development Commission, WA Department of Training and other appropriate government and industry instrumentalities may be invited to attend each meeting of the Board.
12.8 The members of the Board may from time to time elect from their number the Convenor, the Deputy Convenor, secretary and treasurer.
12.9 A member’s position on the Board shall be vacated if that member dies, becomes bankrupt, 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, or no longer being an appointee of their group, or resigns his office by notice in writing to the Secretary or is absent for 3 meetings without the consent of the Board from meetings of the Board held during a period of six months.
12.10 If the member of the Board whose office is vacated is an appointee of one of the Appointors, that Appointor may appoint a further person to fill the vacancy on the Board. If the member of the Board was not appointed by an Appointor, but elected, the Board may appoint another person to the Board to fill that casual vacancy.
12.11 The Board shall meet as often as may be required to conduct the business of the Association and the Convenor or the Secretary or any other three members of the Board shall have power to call a meeting of the Board at any time upon reasonable notice to the members of the Board.
12.12 All decisions of the Board shall be made by majority vote on a show of hands and each member of the Board shall have one vote. The chair at any meeting of the Board shall not have a casting vote in addition to his or her deliberative vote.
12.13 The Convenor shall be the chair of all meetings of the Board but if for any reason the Convenor is unable or unwilling to act, the Deputy Convenor shall be the chair at such meeting. If both the Convenor and the Deputy Convenor are unable or unwilling to act as chair of a meeting, the members of the Board present shall elect from their number a person to chair the meeting.
12.14 Where possible, the Secretary shall send to each member of the Board written notice of a Board meeting at least seven days before the date of such meeting but the accidental omission to give to any member of the Board or the non-receipt of any members of the Board of any notice required by this Constitution shall not invalidate or affect any proceedings at such meeting.
12.15 All acts or decisions done or made by any member or members of the Board shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of that member or those members, be as valid and effective as if they had all been properly appointed, unless it is proved that the appointment was made in bad faith.
12.16 The quorum of the Board shall be five persons or one half of the members of the Board, whichever is the lesser.
13.0 DUTIES:
13.1 The Secretary shall carry out his/her duty under the direction of the Board and keep a true record of all minutes of all meetings, attend to correspondence, issue notices for meetings, keep records and carry out such duties as the Board may from time to time direct. The Secretary shall be responsible for the custody of all records, books, documents and securities of the Association.
13.2 The treasurer shall receive all monies payable to the Association and give receipts for same. All moneys so received shall be paid into the banking accounts of the Association. The Treasurer shall present at each general meeting a balance sheet of the finances of the Association and shall keep proper books of account of all moneys received and disbursed and generally perform all such duties as directed by the Board from time to time.
14.0 COMMITTEES:
14.1 The Board shall have the power to appoint committees to deal with any particular matter or matters and upon such terms as the Board thinks fit provided that at least one member of the Board shall be an ex-officio member of all committees and be directly responsible to the full Board and to any regulations that may be imposed on it by the Board.
14.2 A committee may co-opt any person or persons to serve on that particular committee. The members of committees shall be appointed for any period not exceeding one year.
15.0 FINANCE:
15.1 The financial year shall be from July 1 - June 30 in the following year.
15.2 (a) No money shall be drawn from the Association’s account save by cheque signed by two of any four bank signatories authorised by the Board.
(c) No cheque above a limit set from time to time by the Board shall be signed or money withdrawn unless such withdrawal has been approved by the Board, by the Convenor and the Treasurer.
15.3 The books and accounts of the Association shall be audited annually by a duly qualified and certified auditor appointed by the Annual
General Meeting in each year.
16.0 COMMON SEAL AND SEAL HOLDER:
16.1 The Board shall provide for the safe custody of the seal of the Association which shall only be used by the authority of the Board and every instrument to which the seal is affixed shall be signed to two (2) seal holders. The seal holders shall be the Convenor, Treasurer, Secretary, and one other member of the Board. A seal register and copies of all documents so sealed will be maintained.
17.0 DISSOLUTION OF THE ASSOCIATION:
17.1 The Association may be wound up voluntarily if the members resolve by a majority of not less than three quarters to dissolve the Association. The only members eligible to vote with respect to the above resolution are those who are financial at the date of the meeting called to consider such a resolution and who are present in person.
17.2 The notice convening the meeting of members shall state that the dissolution of the Association is to be proposed.
17.3 If upon dissolution of the Association there remains after the satisfaction of the debts and liabilities, any property or moneys, the property or moneys of the Association shall not be paid to or distributed among the members of the Association but shall be distributed in the manner contemplated by Section 33 of the Associations Incorporation Act.
18.0 AMENDMENTS TO CONSTITUTION:
18.1 No new clause or provision shall be added to this Constitution nor shall any of the clauses or provisions contained herein be amended, altered or rescinded unless the members resolve to do so by a majority of not less than three quarters of the members at the meeting called for that purpose there being at least fourteen days notice of the meeting to all members. Only financial members who are present at the meeting may vote with respect to such resolutions.
18.2 The accidental omission to give and the non-receipt of notice of such amendment by any member shall not invalidate any alteration duly passed at such general meeting.