CONSTITUTION – Governance

RULES: HOPE FOR CAMBODIAN CHILDREN FOUNDATION INCORPORATED

 

Name of Association
Interpretation
Foundation’s Office
Objects and Purposes of Foundation
Membership of Foundation
Associate Membership of Foundation
Income and Property of Foundation
Accounts of Receipts and Expenditure
Banking and Finance
Public Fund
Auditor
Audit of Accounts
Annual General Meeting
General Meetings
Notices and Minutes of General Meetings
Maintenance of and Access to Records
Business and Quorum at General Meetings
Chair to Preside at General Meetings
Adjournment of General Meetings
Determination of Questions arising at General Meetings
Vote
Taking of Poll
When Poll to be Taken
Affairs of Foundation to be Managed by a Board
Officers of the Foundation
Constitution of the Board
Casual Vacancy – Public Officer
Election of Members of the Board
Election of Officers of the Foundation
Vacation of Office
Meetings of the Board and of Committees of the Board
Disclosure of Interest in Contracts
Committees of the Board
Executive Committee
Financial Year
Notices
Seal of Foundation
Expulsion of Member
Complaints and Grievances
Protection of Children
Application of Funds after Dissolution

 


Name of Association
1. The name of the Association is Hope for Cambodian Children Foundation Incorporated (in these Rules called “the Foundation”). The Foundation may be referred to by the acronym of HFCC.


Interpretation
2.

(1) Reference in these Rules to any Tasmanian or Commonwealth legislation shall be deemed to be reference to the relevant principal Act and to any amendment to, or consolidation thereof, from time to time.

(2) In these Rules, unless the contrary intention appears:

“Act” means the Associations Incorporation Act (Tasmania) 1964;

“Associate Member” means a person admitted to associate membership pursuant to the provisions of Rule 8;

“Auditor” means the person appointed as the auditor of the Foundation under Rule 13;

“Basic objects of the Foundation” means the objects and purposes of the Foundation as stated in an application under section 7 of the Act for the incorporation of the Foundation, and as detailed in Rule 5;

“Board” means the Board of Management of the Hope for Cambodian Children Foundation Incorporated;

“Friends” means the Friends of the Hope for Cambodian Children Foundation as defined in Rule 8;

“Foundation” means the association referred to in Rule 1;

“General meeting” includes –

(a). the annual general meeting; and
(b). any other general meeting;

“Ordinary business of the annual general meeting” means the business specified in Rule 15 (5);

“Ordinary Board member” means a member of the Board to whom Rule 29 relates.

(3). In these Rules, expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography, e-mail, websites and other modes of representing or reproducing words in a visible form.

(4). Words or expressions contained in these Rules shall be interpreted in accordance with the provisions of the Acts Interpretation Act (Tasmania) 1931 and the Associations Incorporation Act (Tasmania) 1964.


Foundation’s Office
3. The office of the Foundation is to be at 14 Howrah Road, Howrah, Tasmania, or any other place the Board determines.

4. Objects and Purposes of Foundation
The Foundation is expressly prohibited from engaging in any activity or business outside the scope of its objects as defined in Rules 5 and 6.

5. The basic objects of the Foundation are:

(a). To provide a holistic system of care to the poorest children in the Battambang district community and their families to ensure a lasting improvement in the quality of life of individual clients now and in the future, and thereby to contribute to the community;

(b). To make a meaningful contribution to the treatment and prevention of HIV/AIDS in Cambodia, to give a future to children whose lives have been affected by the HIV/AIDS pandemic, and to provide support, healthcare and education to these children and their families by:

(i). Offering HIV prevention and treatment programs;

(ii). Providing to people with or affected by HIV/AIDS such support and assistance as is appropriate and within the Foundation’s means; and

(iii). Carrying out and supporting health education programs to reduce the risk of transmission, and to address other health issues faced by people at risk of transmission.

(c). To meet the health and health-related needs of clients and staff/volunteers, and to provide medical and health programs and services for children and people from the local community.

(d). To provide accommodation, nutrition, education, English-as-a-Second-Language (ESL) and apprenticeship programs that will give the children the best chance of re-entering their society and caring for themselves, and to give each child the opportunity of education at a higher level or vocational training to ensure employment.

(e). To realize these Objectives by:

(i). Establishing and maintaining an ongoing structure to manage and finance activities;

(ii). Developing and maintaining good relations with donors and sponsors;

(iii). Conducting the fullest possible consultation and maintaining effective communication with stakeholders;

(iv). Planning and undertaking fundraising to meet the costs of the project; and

(v). Establishing and maintaining a good relationship with the Cambodian national and provincial Governments, and with Cambodian society generally by:

A. Liaising with governments, professional bodies, community groups and client groups to ensure that the necessary support and services are provided to clients of the Foundation;

B. Working closely with similar, local organizations; and

C. Supporting the local community and ensuring that the Foundation’s programs reach the diverse areas of Cambodian culture.

6. In addition to the basic objects of the Foundation, the objects and purposes of the Foundation include the following:

(a). the conduct of the fullest possible consultation with stakeholders and the maintenance of effective communication with those stakeholders;

(b). the planning and undertaking of fundraising to meet the costs of the project;

(c). the purchase, taking on lease or in exchange, and the hiring or otherwise acquiring of any real or personal property necessary or convenient for any of the objects or purposes of the Foundation;

(d). the buying, selling and supplying of, and dealing in, goods of all kinds;

(e). the construction, maintenance and alteration of buildings or works necessary or convenient for any of the objects or purposes of the Foundation;

(f). the employment of such staff (including a chief administrative officer) as the Board deems appropriate under such terms and conditions as the Board sees fit;

(g). the accepting of any gift for any one or more of the objects or purposes of the Foundation;

(h). the taking of any step the Board or the members in general meeting consider expedient for the purpose of procuring contributions to the funds of the Foundation;

(i). the printing and publishing of any newspapers, periodicals, books, leaflets or other documents the Board or the members in general meeting consider desirable for the promotion of the objects and purposes of the Foundation;

(j). the borrowing and raising of money in any manner and on terms –

(i). the Board thinks fit; or

(ii). approved or directed by resolution passed at a general meeting;

(k). subject to the provisions of the Trustee Act (Tasmania) 1898, the investment of any moneys of the Foundation not immediately required for any of its objects or purposes in any manner the Board determines;

(l). the making of gifts, subscriptions or donations to any of the funds, authorities or institutions to which section 78(1)(a) of the Income Tax Assessment Act (Commonwealth) 1936 relates;

(m). the establishment and support, or aiding in the establishment and support, of associations, institutions, funds, trusts, schemes and conveniences calculated to benefit servants or past servants of the Foundation and their dependants, and the granting of pensions, allowances or other benefits to servants or past servants of the Foundation and their dependants, and the making of payments towards insurance in relation to any of those purposes;

(n). the establishment and support, or aiding in the establishment or support, of any other association formed for any of the basic objects of the Foundation;

(o). the purchase or acquisition, and undertaking, of all or any part of the property, assets, liabilities and engagements of any association with which the Foundation is amalgamated in accordance with the provisions of the Act and the Rules of the Foundation;

(p). the doing of any lawful thing incidental or conducive to the attainment of the basic objects of the Foundation or of any of the objects and purposes specified in this Rule.

Membership of Foundation
7.

(1). A person who is nominated and approved for membership of the Board as provided in these Rules is eligible to be a member of the Foundation.

(2). A person who is not a member of the Board at the time of the incorporation of the Foundation is not to be admitted to membership of the Foundation unless the person is nominated for membership of the Board at a duly convened meeting of the Board, and the Board approves the admission as a member, and the person nominated accepts admission.

(3). A member of the Foundation may resign from the Foundation by delivering orsending by post to the Secretary a written notice of resignation.

(4). Any right, privilege or obligation of a person as a member of the Foundation –

(a). is not capable of being transferred or transmitted to another person; and

(b). terminates on the cessation of the membership.

(5). If the Foundation is wound up –

(a). every member of the Foundation; and

(b). every person who, within the period of 12 months immediately preceding the commencement of the winding up, was a member of the Foundation – is liable to contribute –

(a). to the assets of the Foundation for payment of the debts or liabilities of the Foundation; and

(b). for the costs, charges and expenses of the winding up; and

(c). for the adjustment of the rights of the contributories among themselves.

(6). Any liability under sub-Rule (5) is not to exceed ten dollars.

(7). A former member is not liable to contribute under sub-Rule (5) in respect of any debt or liability of the Foundation contracted after he or she ceased to be a member.

Associate Membership of Foundation
8.

(1). The Board shall cause to be established on and from 1 July 2009 the ‘Friends of the Hope for Cambodian Children Foundation’ (hereinafter referred to as “the Friends”), comprising all Associate Members of the Foundation.

(2). The objects and purposes of the Friends shall include voluntary, charitable, health and educational purposes in support of the objects of the Foundation as defined in Rules 5 and 6, and the raising of funds to achieve these objectives.

(3). Any funds raised by or contributed to the Friends shall be held and administered by the Foundation in accordance with these Rules.

(4). A person who is nominated and approved for associate membership as provided in this Rule is eligible to be an Associate Member of the Foundation on payment of the annual subscription prescribed in, or fixed under, this Rule.

(5). A person who is not an Associate Member of the Foundation shall not be admitted to membership unless he/she is nominated as provided in sub-Rules (6), (7) and (8) of this Rule and his/her admission as a member is approved by the Board.

(6). A nomination of a person for Associate Membership of the Foundation

(a). shall be made in writing on the appropriate form, signed by the person nominated;

(b). shall be accompanied by payment of the sum payable as the first annual subscription; and

(c). shall be lodged with the Secretary of the Foundation.

(7). As soon as is practicable after the receipt of a nomination, the Secretary of the Foundation shall cause the nomination to be referred to the Board.

(8). Upon a nomination being approved by the Board, the Secretary of the Foundation shall, with as little delay as possible, notify the nominee, in writing, that he/she has been approved for Associate Membership of the Foundation and shall enter the nominee’s name in a register of Associate Members to be kept by the Secretary of the Foundation.

(9). An Associate Member of the Foundation may, at any time, resign from the Foundation by delivering or sending by post to the Secretary of the Foundation a written notice of resignation.

(10).

(a) Until otherwise fixed by the Board pursuant to paragraph (b) of this sub-Rule, the annual subscription payable by Associate Members shall be the sum of twenty dollars ($20.00) provided that the Board may, from time to time, fix a concessional annual subscription payable by such members or groups of members as the Board shall deem fit.

(b). The amount of the annual subscription and concessional annual subscription may be altered from time to time by the Board.

(c). The annual subscription and concessional annual subscription of an Associate Member is due and payable on or before the first day of July in each financial year.

Income and Property of Foundation
9.

(1) The income and property of the Foundation is to be applied solely towards the promotion of the objects and purposes of the Foundation.

(2). No portion of the income and property of the Foundation is to be paid or transferred to any member of the Foundation.

(3). A servant or member of the Foundation may be paid only –

(a). remuneration in return for services rendered to the Foundation or for goods supplied to the Foundation in the ordinary course of business; or

(b). interest at a rate not exceeding 7.25% on money lent to the Foundation; or

(c). a reasonable and proper sum by way of rent for premises let to the Foundation.

Accounts of Receipts and Expenditure
10.

(1) True accounts are to be kept of –

(a). all money received and expended by the Foundation and the matter in respect of which the receipt or expenditure takes place; and

(b). the property, credits and liabilities of the Foundation.

(2). The accounts are to be open to inspection by the members of the Foundation subject to any reasonable restrictions as to time and manner of inspecting the Foundation may impose.

(3). The Treasurer of the Foundation is to keep all general records, accounting books and records of receipts and expenditure connected with the operations and business of the Foundation in the form and manner the Board directs.

(4). The accounts, books and records are to be kept at the Foundation’s office or at any other place the Board decides.

(5). Any member of the Foundation may, upon application to the Treasurer of the Foundation, inspect any of the Foundation’s general records, accounting books and records of receipts and expenditure connected with the operations and business of the Foundation.

Banking and Finance
11.

(1) The Treasurer of the Foundation, on behalf of the Foundation, is to –

(a). receive all money paid to the Foundation; and

(b). immediately after the receipt issue official receipts.

(2). The Board is to cause to be opened with any bank, building society or credit union the Board selects an account in the name of the Foundation into which all money received is to be paid as soon as possible after receipt.

(3). The Board may –

(a). receive from the Foundation’s financial institution the cheques drawn by the Foundation on any of its accounts with the financial institution; and

(b). release and indemnify the financial institution from and against all claims, actions, suits or demands that may be brought against the financial institution arising directly or indirectly out of those cheques.

(4). Except with the authority of the Board, a payment of any sum exceeding $2 is not to be made from the funds of the Foundation otherwise than by cheque drawn on the Foundation’s account.

(5). The Board may provide the Treasurer with a sum to meet urgent expenditure, subject to any conditions in relation to the use and expenditure the Board may impose.

(6). Cheques are not to be drawn on the Foundation’s account except for the payment of expenditure that has been authorised by the Board.

(7). All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments are to be signed by the Treasurer or, in his or her absence, by any other member or members of the Board the Board nominates for that purpose.

Public Fund
12.

(1) The Foundation shall maintain a ‘Hope for Cambodian Children Foundation Public Fund’ (the fund) the purpose of which is to solicit and receive gifts towards the carrying out of the principal objects of the Foundation and into which all gifts of money or property relating to the principal object of the Foundation and interest accruing thereon are to be paid and to which any money received arising from such gifts is to be credited.

(i). Commercial and business-related sponsorships and other payments by businesses in exchange for promotional or advertising services shall not be deemed to be donations and shall not be credited to the fund.

(ii). Grants money shall not be credited to the fund.

(iii). No money or property other than that contributed pursuant to sub-Rules (1) and (2) of this Rule shall be credited to the fund.

(iv). The general public will be invited to make gifts to the fund to be used for the purpose of carrying out the objects of the fund.

(2).

(i) The exclusive purpose of the fund is to provide relief to people in Cambodia, a country declared by the Minister for Foreign Affairs to be a developing country.

(ii). Gifts made to the fund, and any money received because of such gifts, shall be used only for the principal objects of the Foundation.

(3). Gifts to the fund shall be kept separate from any other funds of the Foundation in a separate financial institution account and clear accounting procedures shall be followed in the management of that account.

(4). The Foundation shall not pay any of the fund’s profits or financial surplus, or give any of its property, to Foundation members or to any other person except as provided in Rule 9 of these Rules.

(5). Receipts for gifts shall be issued in the name of the fund. All such receipts shall include:

(i). the name of the fund and the name of the Foundation;

(ii). the fact that the receipt is for a gift; and

(iii). the Australian Business Number of the Foundation.

(6). The fund shall be controlled and administered by the Treasurer on behalf of and at the direction of a Committee of Trustees consisting of the Chair of the Board (as chair), and two other Trustees appointed by the Board of the Foundation, with a majority of the members of the Committee of Trustees having a degree of responsibility to the general community as required under Section 30-300 of the Income Tax Assessment Act 1997.

(7). On the earlier of the fund being wound up, or any Deductible Gift Recipient endorsement being revoked, the Foundation shall transfer any surplus assets of the fund to another gift deductible fund, authority or institution with similar purposes.

(8). The Foundation shall comply with any Rules made by relevant Commonwealth Ministers to ensure that gifts made to the fund are used only for its principal purpose.

(9). The Foundation shall, at intervals of 6 months, give to the Secretary of the relevant Commonwealth Department statistical information about gifts made to the public fund during the preceding 6 months.

(10). The Board of the Foundation shall notify the Australian Taxation Office of any alterations made to the Rules governing the fund within 30 days of those alterations being made.

Auditor
13.

(1) At each annual general meeting of the Foundation, the members present are to appoint a person as the auditor of the Foundation.

(2). The auditor is to hold office until the annual general meeting next after that at which he or she is appointed, and is eligible for re-appointment.

(3). The first auditor may be appointed by the Board before the first annual general meeting, and, holds office until the first annual general meeting, unless earlier removed by a resolution of the members at a general meeting, when that meeting may appoint an auditor to act until the first annual general meeting.

(4). If an appointment is not made at an annual general meeting, the Board is to appoint an auditor for the current financial year of the Foundation.

(5). Except as provided in sub-Rule (3), the auditor may only be removed from office by special resolution.

(6). If a casual vacancy occurs in the office of auditor during the course of a financial year of the Foundation, the Board may appoint a person as the auditor to hold office until the next succeeding annual general meeting.

Audit of Accounts
14.

(1) The auditor is to examine the accounts of the Foundation at least once in each financial year of the Foundation.

(2). The auditor is to –

(a). certify as to the correctness of the accounts of the Foundation; and

(b). report to the members present at the annual general meeting.

(3). In the report and in certifying to the accounts, the auditor is to state if –

(a). he or she has obtained the required information; and

(b). in his or her opinion, the accounts are properly drawn up so as to exhibit a true and correct view of the financial position of the Foundation –

(i). according to the information at his or her disposal and the explanations given; and

(ii). as shown by the books of the Foundation; and

(iii). the Rules relating to the administration of the funds of the Foundation have been observed.

(4). The Treasurer of the Foundation is to cause to be delivered to the auditor a list of all the accounts, books and records of the Foundation.

(5). The auditor may –

(a). have access to the accounts, books, records, vouchers and documents of the Foundation; and

(b). require from the servants of the Foundation any information and explanations he or she considers necessary for the performance of the duties as auditor; and

(c). employ persons to assist in investigating the accounts of the Foundation; and

(d). in relation to the accounts of the Foundation, examine any member of the Board or any servant of the Foundation.

Annual General Meeting
15.

(1) The Foundation is to hold an annual general meeting each year.

(2). The annual general meeting is to be held on any day (being not later than 3 months after the close of the financial year of the Foundation) the Board determines.

(3). The annual general meeting is to be in addition to any other general meetings that may be held in the same year.

(4). The notice convening the annual general meeting is to specify the purpose of the meeting.

(5). The ordinary business of the annual general meeting is to be as follows:

(a). to confirm the minutes of the last preceding annual general meeting and of any general meeting held since that meeting;

(b). to receive from the Board, auditor and servants of the Foundation reports on the transactions of the Foundation during the last preceding financial year;

(c). to elect:

(i). the Members of the Board; and

(ii). the Officers of the Foundation;

(d). to appoint the auditor and determine his or her remuneration.

(6). The annual general meeting may transact special business of which notice is given in accordance with these Rules.

General Meetings
16. The Chair may convene a general meeting of the Foundation at any time.

Notices and Minutes of General Meetings
17. The Secretary of the Foundation, at least 14 days before the date fixed for holding a general meeting of the Foundation, shall write to each member of the Foundation specifying

(a). the place, day and time for the holding of the meeting; and

(b). the nature of the business to be transacted at the meeting.

18. The Secretary of the Foundation shall ensure that accurate Minutes are kept of each general meeting of the Foundation, and that a copy of the Minutes of each meeting are forwarded to each member of the Foundation within 14 days of each general meeting.

Maintenance of and Access to Records
19.

(1) The Secretary of the Foundation is to keep all correspondence and records connected with the operations and business of the Foundation in the form and manner the Board directs.

(2). The correspondence and records are to be kept at the Foundation’s office or at any other place the Board decides.

(3). Any member of the Foundation may, upon application to the Secretary of the Foundation, inspect any of the Foundation’s correspondence and records connected with the operations and business of the Foundation.

Business and Quorum at General Meetings
20.

(1) All business transacted at a general meeting, except the ordinary business of the annual general meeting, is special business.

(2). Business is not to be transacted at a general meeting unless a quorum of members entitled to vote is present at the time the meeting is considering that business.

(3). A quorum for the transaction of the business of a general meeting is 6 members present and entitled to vote.

(4). If a quorum is not present 15 minutes after the appointed time for the commencement of a general meeting, the meeting is to be dissolved.

Chair to Preside at General Meetings
21.

(1) The Chair, or in his or her absence, the Deputy Chair, is to preside as chairperson at every general meeting of the Foundation.

(2). If the Chair and Deputy Chair is absent from a general meeting, the members present are to elect one of their number to preside as chairperson.

Adjournment of General Meetings
22. The chairperson of a general meeting at which a quorum is present may, with the consent of the meeting, adjourn the meeting from time to time and place to place, but no business is to be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.

Determination of Questions arising at General Meetings
23.

(1) A question arising at a general meeting of the Foundation is to be determined on a show of hands.

(2). Unless before or on the declaration of the result of the show of hands a poll is demanded, a declaration by the chairperson that a resolution has, on a show of hands, been carried, or carried unanimously, or carried by a particular majority, or lost, and an entry to that effect in the minute book of the Foundation is evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.

Votes
24.

(1) On any question arising at a general meeting of the Foundation, a member has one vote only.

(2). All votes are to be given personally.

(3). In the case of an equality of voting on a question, the chairperson has a second or casting vote.

Taking of Poll
25. If at a meeting a poll on any question is demanded –

(a). it is to be taken at that meeting in the manner the chairperson directs; and

(b). the result of the poll is taken to be the resolution of the meeting on that question.

When Poll to be Taken
26.

(1) A poll that is demanded on the election of a chairperson, or on a question of adjournment, is to be taken immediately.

(2). A poll that is demanded on any other question is to be taken at any time before the close of the meeting as the chairperson directs.

Affairs of Foundation to be Managed by a Board
27.

(1) The affairs of the Foundation are to be managed by a Board constituted as provided in Rule 29.

(2). The Board –

(a). is to control and manage the business and affairs of the Foundation; and

(b). may exercise all the powers and perform all the functions of the Foundation, other than those powers and functions that are required by these Rules to be exercised by general meetings of members of the Foundation; and

(c). has power to do anything that appears to the Board to be essential for the proper management of the business and affairs of the Foundation.

(3).

(a). The Board may at any time develop and/or amend, endorse and promulgate Policies.

(b). Any Policies endorsed and promulgated by the Board:

(i). shall be read in the context of and consistent with the provisions of the Rules;

(ii). shall be deemed to be part of the Rules and shall be binding on the Foundation.

Officers of the Foundation
28.

(1) The officers of the Foundation are as follows:

(a). a Chair;
(b). a Deputy Chair;
(c). a Treasurer;
(d). a Secretary.

(2). Each Officer of the Foundation referred to in sub-Rule (1) of this Rule shall hold office until the annual general meeting next after the date of election, and is eligible for re-election.

(3). If a casual vacancy in any Office referred to in sub-Rule (1) occurs, the Board may appoint one of its Members to the vacant office and the Member so appointed shall hold the office, subject to these Rules, for the balance of the term of the Member who has vacated office, and the consequential vacancy occurring in the office of Member of the Board vacated by that Member shall be filled in accordance with the provisions of Rule 29 (3).

(4). The chief administrative officer of the Foundation shall ex officio be an officer of the Foundation.

Constitution of the Board
29.

(1) The Board shall consist of –

(a). the four Officers of the Foundation referred to in Rule 28 (1);

(b). the chief administrative officer of the Foundation, and

(c). up to ten Board Members, one of whom shall be appointed Public Officer of the Foundation.

(2). Each Member of the Board shall, subject to these Rules, hold office until the second Annual General Meeting after the date of his/her election, but is eligible for re-election.

(3). In the event of a casual vacancy occurring in the office of Member of the Board, the Board may appoint a person to fill the vacancy, and the Member so appointed shall hold office, subject to these Rules, for the balance of the term of the Member who has vacated office.

(4). At each Annual General Meeting, seven Board Members shall be elected for a two year term.

Casual Vacancy – Public Officer
30. In the event of a casual vacancy in the office of Public Officer, the Board shall within thirty days of the office becoming vacant appoint one of its Members to the vacant office.

Election of Members of the Board
31.

(1) A Returning Officer shall be appointed by the Board to conduct the election of Officers of the Foundation and Members of the Board.

(2) A notice calling for nominations of candidates for election as Members of the Board shall be sent by the Returning Officer to all members of the Foundation not later than twenty-one days prior to the date appointed for the Annual General Meeting.

(3)
Nominations of candidates shall be made in writing addressed to the Returning Officer and shall be accompanied by the written consent of the candidate. Nominations must be lodged with the Returning Officer not later than seven days prior to the date appointed for the Annual General Meeting.

(4) If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be declared to be elected with effect from the declaration of the poll by the Returning Officer at the Annual General Meeting.

(5) If insufficient nominations are received to fill all vacancies on the Board, the candidates nominated shall be deemed to be elected with effect from the declaration of the poll by the Returning Officer at the Annual General Meeting, and further nominations shall be received at the Annual General Meeting which shall proceed to elect Members to fill any remaining vacancy or vacancies.

(6) If the number of nominations exceeds the number of vacancies to be filled, a ballot shall be conducted as provided under the provisions of this Rule.

(7) A ballot paper shall be prepared by the Returning Officer and shall list the names of candidates in an order determined by lot by the Returning Officer.

(8) The preferential voting system shall be used to elect the Members of the Board.

(9) The results of the ballot shall be declared by the Returning Officer at the Annual General Meeting.

(10) If, in the counting of votes in any election, it is necessary to decide between two or more candidates receiving the same number of votes, the matter shall be determined by lot supervised by the Returning Officer.

(11) At the Annual General Meeting in 2011, the positions of one-half of the then-existing Members of the Board, chosen by lot, shall be declared vacant and seven Board Members shall be elected to fill positions on the Board under the provisions of sub-Rule 29 (4) and this Rule, with Members whose positions are declared vacant being eligible for re-election.

(12) The positions of the remainder of the then-existing Members of the Board shall be declared vacant at the Annual General Meeting in 2012, and seven Board Members shall be elected to fill positions on the Board under the provisions of sub-Rule 29 (4) and this Rule, with Members whose positions are declared vacant being eligible for re-election.

Election of Officers of the Foundation
32.

(1) Nominations of candidates for election as Officers of the Foundation referred to in sub-Rule 28 (1) shall be made to the Returning Officer at the annual general meeting.

(2). If insufficient nominations are received to fill any vacancy as an Officer of the Foundation, further nominations shall be received at the annual general meeting.

(3). The ballot for the election of Officers shall be conducted by the Returning Officer at the annual general meeting in the manner directed by the Board.

(4). The preferential voting system shall be used to elect the Officers of the Foundation.

(5). The results of the ballot shall be declared by the Returning Officer at the Annual General Meeting, with elections taking effect from the declaration of the poll by the Returning Officer at the Annual General Meeting.

Vacation of Office
33. For the purpose of these Rules, the office of an officer of the Foundation or of an ordinary Board member becomes vacant if the officer or Board member –

(a). dies; or

(b). becomes bankrupt or applies to take or takes advantage of any law relating to bankrupt or insolvent debtors or compounds with his or her creditors, or makes any assignment of his or her estate for their benefit; or

(c). becomes of unsound mind; or

(d). resigns office in writing addressed to the Board.

Meetings of the Board and of Committees of the Board
34.

(1) The Board is to meet at least once in each three month period at any place and time the Board determines.

(2). Notice is to be given to Members of the Board of any meeting, specifying the general nature of the business to be transacted.

(3). Any six Members of the Board constitute a quorum for the transaction of the business of a meeting of the Board.

(4). No business shall be transacted unless a quorum is present and if within half an hour of the time appointed for the meeting a quorum is not present, the meeting shall lapse, and all business set down for determination at that meeting shall be referred by the Chair to the next meeting of the Executive Committee which shall be empowered to determine all such business and shall report on its decisions thereon to the next properly constituted meeting of the Board. If there is a quorum of the Executive Committee present, this Executive Committee meeting may be convened forthwith and without the required notice. If there is not a quorum present for an immediate Executive Committee meeting, such a meeting shall be convened within one week of the lapsing of the Board meeting.

(5). At a meeting of the Board, the following is to preside:

(a). the Chair, or in his or her absence the Deputy Chair;

(b). if the Chair and the Deputy Chair are absent, any one of the remaining Members of the Board as may be chosen by the Members present.

(6). Any question arising at a meeting of the Board or of any subcommittee of the Board is to be determined –

(a). on a show of hands; or

(b). if demanded by a member, by a poll taken in any manner the person presiding at the meeting determines.

(7). Each Member present at a meeting of the Board or of any Committee appointed by the Board is entitled to one vote.

(8). If there is an equality of votes on any question, the person presiding has a second or casting vote.

(9). Written notice of each Board meeting is to be served on each Member of the Board by delivering it electronically or by post at a reasonable time before the meeting.

(10). For the purposes of these Rules, meetings may, at the discretion of the presiding officer and if all other requirements of these Rules are fully satisfied, approve resolutions by correspondence, by electronic communication, or by telephone or telecommunication and any such approval shall be deemed to have occurred at a meeting of the Foundation, the Board, or the relevant Committee (whichever is appropriate).

35. The Secretary of the Foundation shall ensure that accurate Minutes are kept of each meeting of the Board and of Committees of the Board, and that a copy of the Minutes of each meeting are forwarded to each member of the Board and of the relevant Committee of the Board within 14 days of each meeting.

Disclosure of Interest in Contracts
36.

(1) A member of the Board who is interested in any contract or arrangement made or proposed to be made with the Foundation is to disclose the interest –

(a). at the first meeting of the Board at which the contract or arrangement is first taken into consideration, if the interest then exists; or

(b). in any other case, at the first meeting of the Board after the acquisition of the interest.

(2). If a member of the Board becomes interested in a contract or arrangement after it is made or entered into, he or she is to disclose the interest at the first meeting of the Board after he or she becomes so interested.

(3). A member of the Board is not to vote as a member of the Board in respect of any contract or arrangement in which he or she is interested and any such vote is not to be counted.

Committees of the Board
37.

(1) The Board may –

(a). appoint a Committee of the Board; and

(b). appoint the Chair and prescribe the membership, powers and functions of that Committee.

(2). The Board may co-opt any person as a member of a Committee, whether or not the person is a member of the Foundation.

(3). A quorum at a meeting of a Committee is three appointed members.

(4). The Chair of a Committee is to convene meetings of a Committee.

(5). Written notice of each Committee meeting is to be served on each member of the Committee by delivering it electronically or by post at a reasonable time before the meeting.

(6). The Chair of a Committee is to forward electronically or by post a copy of the Minutes of each meeting of a Committee to the Secretary within fourteen days of the holding of a meeting, and the Secretary is to forward electronically or by post a copy of the Minutes to each member of the Executive Committee within seven days of receipt.

Executive Committee
38.

(1) There is hereby constituted an Executive Committee of the Board, consisting of the Chair, the Deputy Chair, the Treasurer, and the Secretary.

(2) The Chair or any two members of the Executive Committee may call meetings of the Executive Committee, and shall call a meeting of the Executive Committee at least once in each three month period.

(3) The Executive Committee shall, subject to and in accordance with the provisions of Rule 27, and subject to the provisions of Rule 34 (4), be empowered to meet between Board Meetings and to deal with any matters arising in respect of the management of the affairs of the Foundation and to exercise powers that the Board would otherwise be required to exercise, subject to its decisions being reported to the next subsequent meeting of the Board.

(4) A question arising at a meeting of the Executive Committee shall be determined by the affirmative votes of an absolute majority of the membership of the Executive Committee.

(5) Three members of the Executive Committee constitute a quorum at a meeting of the Executive Committee.

(6) Each member present at a meeting of the Executive Committee (including the person presiding at the meeting) is entitled to one vote.

(7) The Secretary shall, within fourteen days of each Executive Committee meeting, forward electronically or by post a copy of the Minutes of that meeting to each Member of the Board.

Financial Year
39. The financial year of the Foundation is the period beginning on 1 July in one year and ending on the 30 June the next following year.

Notices
40. A notice may be served by or on behalf of the Foundation on any member –

(a). personally; or

(b). electronically; or

(c). by sending it through the post in a prepaid envelope addressed to the member at his or her usual or last-known address.

Seal of Foundation
41.

(1) The seal of the Foundation is to be in the form of a rubber stamp, inscribed with the name of the Foundation encircling the word “Seal”.

(2). The seal of the Foundation is not to be affixed to any instrument except by the authority of the Board.

(3). The affixing of the seal is to be attested by the signatures of –

(a). 2 members of the Board; or

(b). one member of the Board and the Secretary of the Foundation or any other person the Board may appoint for that purpose.

(4). Attestation under sub-Rule (3) is sufficient for all purposes that the seal was affixed by authority of the Board.

(5). The seal is to remain in the custody of the Secretary.

Expulsion of Member
42.

(1) Subject to this Rule, the Board may expel a member from the Foundation if, in the opinion of the Board the member has been guilty of conduct detrimental to the interests of the Foundation.

(2). The expulsion of a member pursuant to sub-Rule (1) of this Rule does not take effect

(a). until the expiration of fourteen days after the service on the member of a notice under sub-Rule (3) of this Rule; or

(b). if the member exercises his/her right of appeal under this Rule, until the conclusion of the special general meeting convened to hear the appeal, whichever is the later date.

(3). Where the Board expels a member from the Foundation, the Public Officer of the Foundation shall, without undue delay, cause to be served on the member a notice in writing

(a). stating that the Board has expelled the member;

(b). specifying the grounds for the expulsion; and

(c). informing the member that if he/she so desires he/she may, within fourteen days after the service of the notice on him/her, appeal against the expulsion as provided in this Rule.

(4). A member on whom a notice under sub-Rule (3) of this Rule is served may appeal against the expulsion to a special general meeting by delivering or sending by post to the Public Officer of the Foundation, within fourteen days after the service of that notice, a requisition in writing demanding the convening of such a meeting for the purpose of hearing his/her appeal.

(5). Upon receipt of a requisition under sub-Rule (4) of this Rule, the Public Officer shall forthwith notify the Board of its receipt and the Board shall thereupon cause a special general meeting of members to be held within twenty-one days after the date on which the requisition is received by the Public Officer.

(6). At a special general meeting convened for the purpose of this Rule

(a). no business other than the question of the expulsion shall be transacted;

(b). the Board may place before the meeting details of the grounds of the expulsion and the Board’s reasons for the expulsion;

(c). the expelled member shall be given an opportunity to be heard; and

(d). the members present shall vote by secret ballot on the question whether the expulsion should be lifted or con firmed.

(7). If at the special general meeting a majority of the members present vote in favour of the lifting of the expulsion, the expulsion shall deemed to have been lifted and the expelled member is entitled to continue his/her membership of the Foundation.

(8). If at the special general meeting a majority of the members present vote in favour of the confirmation of the expulsion, the expulsion takes effect, and the expelled member ceases to be a member of the Foundation.

(9). In this Rule, “Member” shall be taken to mean “Associate Member” or “Ordinary Board Member”.

Complaints and Grievances
43.

(1) The Foundation shall provide to anyone who has a grievance against the Foundation or against one of its paid or unpaid workers a process for having a grievance dealt with and resolved.

(2). Any person who deals with the Foundation or who works for or represents the organisation is entitled to lodge a concern about the Foundation, its management or policies or services, or the actions of its employees or volunteers or governing authority.

(3). Ultimate responsibility for resolving grievances rests with the Board of Management.

(4). Every grievance submitted must be listed on a grievance register maintained by the Secretary of the Foundation who shall submit a non-identifying summary of each grievance to the next Board meeting for decision.

(5). The Board’s decision will be final, binding and conclusive and will be given effect by all persons.

Protection of Children
44.

(1) For the purposes of this Rule, “fit and proper” _means the person:

(a). is capable of providing an adequate standard of care in relation to the services offered by the Foundation,

(b). understands the needs of children, and

(c). is of good character and is suitable to be entrusted with the care of children.

(2). The Foundation shall develop and maintain procedures to ensure that all persons (whether employees or volunteers or agents) engaged by the Foundation and who are involved in any way with children are fit and proper persons.

(3). The Foundation shall ensure that any person referred to in sub-Rule (2) of this Rule is “fit and proper” for purposes of providing the services offered by the Foundation, and will determine if, in respect of any such person, there has been any of the following recorded against him/her:

(a). convictions in Australia or overseas of any offence involving children (including but not limited to child abuse, assault and neglect),

(b). any action taken in Australia or overseas in respect of the protection of children who were under the guardianship or custody of the person.

(4). The Foundation’s process for the selection of employees, volunteers, subcontractors and agents for purposes of the services offered by the Foundation will be designed so that applicants are required to demonstrate the qualities described in sub-Rule (1) of this Rule and warrant that they have had no convictions or actions recorded or taken against them as described in sub-Rule (3) of this Rule.

(5). As part of its employment practices in respect of persons who will or will be likely to have contact with children for purposes of the services offered by the Foundation, the Foundation will:

(a). request from applicants personal references which shall be checked by the Foundation with referees, and

(b). obtain a report to the effect that such persons have no convictions of a kind referred to in sub-Rule (3) (a) of this Rule and no action has been taken of a kind referred to in sub-Rule (3) (b) of this Rule to the knowledge of the Police Service or other enforcement Agency in any State, Territory or Commonwealth where the employee, volunteer subcontractor or agent has been employed, volunteered or contracted.

Application of Funds after Dissolution
45. In the event of the organisation being dissolved, the amount that remains after such dissolution and the satisfaction of all debts and liabilities shall be transferred to another organisation with similar purposes which is not carried on for the profit or gain of its individual members.