TARA OLD GIRLS ASSOCIATION INC CONSTITUTION. (Proposed to the Association on 6th August 2017) Founded in 1957 and incorporated 8 th November, 2004.

Transcription

1 TARA OLD GIRLS ASSOCIATION INC CONSTITUTION Founded in 1957 and incorporated 8 th November, (Proposed to the Association on 6th August 2017)

2 CONTENTS PART 1 Preliminary 1. Name 2. Definitions 3. Objectives and Aims 4. Not for Profit PART 2 Membership 5. Membership and Fees relating to Life Membership 6. Membership Liability is Limited 7. Categories of Membership 8. Qualifications for Membership 9. Register of financial members 10. Resignation of Membership 11. Resolution of disputes 12. Disciplining of Members 13. Right of appeal of disciplined member. PART 3 The Committee 14. Powers of the Committee 15. Composition and membership of Committee 16. Election of Committee Members 17. Duties of the Office-Bearers 18. Casual Vacancy in office of President 19. Vacancies 20. Committee Meetings and Quorum 21. Voting and decisions 22. Removal of Committee Members 23. Minutes of Meetings PART 4 Alumni Representation 24. Invitation of Alumni Representation

3 PART 5 General Meetings 25. Annual General Meetings holding of 26. Annual General Meetings calling of and business 27. Special General Meetings calling of and business 28. Notice of General Meetings 29. Quorum at General Meetings 30. Presiding member 31. Adjournment 32. Voting and making of decisions 33. Proxy votes Formatted: Font: 11 pt, English (Australia) Formatted: Font: 11 pt Formatted: Font: 11 pt, English (Australia) PART 6 Miscellaneous 34. Insurance 35. Funds Source 36. Funds Management Scholarship & Bursaries: Mission Change of Name, Objects, Constitution & Common Seal Service of notices Winding Up Custody, Inspection of books and records Privacy Alteration of Constitution Financial Year APPENDICES 1. Application for Membership 2. Nomination Form for appointment for AGM (convened under 27) 3. Nomination Form for Appointment of Proxy. N.B This supersedes the original Constitution, Rules of Incorporation and all amendments and supplements thereto. At the AGM held on Sunday 7 th August 2016, this proposed Constitution was duly tabled and passed at unanimous vote by the Association Members present and by Proxy Forms received by the Association prior to this date. After which this Constitution is to be filed with the Office of Fair Trading.

4 PART 1 PRELIMINARY 1. Name (1) The incorporated Association is the TARA OLD GIRLS ASSOCIATION INCORPORATED (In this 2. Definitions Constitution called the Association ). (1) In this Constitution:; Director-General means the Director-General of the Department of Services, Technology and Administration.has the same meaning as provided for in Section 3 of the Associations Incorporation Act 2006 (NSW); Financial Year means the year ending on 30 th Juneperiod prescribed by clause 42 of this constitution; Member means an Ex-student of Tara Anglican School for Girls (Alumni) who has paid a life membership fee;. ordinary committee member means a member of the committee who is not an office-bearer of the Association; OGA means Old Girls Association; Register of Financial Members means a database of members maintained on behalf of the Association by the School;. Discretionary Spending Limit means a defined set limit of funds that are able to be committed by a committee member without prior approval from the executive committee. Secretary means: a)(a) The person holding office under this Constitution as secretary of the Association, or b)(b) If no such person holds that office the public officer of the Association. c)(c) A committee member, an ordinary member or a person outside of the Association may hold. the position of public officer though they must be over the age of 18 years; d) Special general meeting means a general meeting of the Association other than an annual general meeting; The Act means the Association Incorporation Act 2009 (NSW);. Member means an Ex-student (Alumni) who has paid a life membership fee. The Regulation means the Associations Incorporation Regulation 2010 (NSW);. The Act means the Association Incorporation Act The School means Tara Anglican School for Girls;. Office Bearers means the President, Vice-President, Secretary and Treasurer of the Tara Old Girls Association Incorporated;. Register of Financial Members means a database of members maintained on behalf of the Association by the School. Formatted: Font: 11 pt, Bold Formatted: Font: 11 pt Formatted: List Paragraph, Indent: Left: 1.25 cm, Hanging: 1 cm, Right: 0.21 cm, Numbered + Level: 1 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 1.87 cm + Indent at: 2.51 cm Formatted: Right: 0.21 cm Formatted: Font: 11 pt, Bold Formatted: Indent: Left: 0 cm, First line: 0 cm, Right: 0.21 cm Formatted: Font: 11 pt Formatted: Right: 0.21 cm Formatted: Font: 11 pt, Font color: Red Formatted: Font: 11 pt Formatted: Right: 0.21 cm Formatted: Right: 0.21 cm, Numbered + Level: 1 + Numbering Style: a, b, c, + Start at: 1 + Alignment: Left + Aligned at: 1.4 cm + Indent at: 2.4 cm Formatted: Font: 11 pt Formatted: Indent: Left: 1.4 cm, Right: 0.21 cm, No bullets or numbering Formatted: Font: 11 pt, Font color: Auto Formatted: Font: 11 pt Formatted: Right: 0.21 cm Formatted: Font: 11 pt, Font color: Red Formatted: Font: 11 pt, Font color: Red Formatted: Font: 11 pt, Font color: Red Formatted: Font: 11 pt Formatted: Indent: Left: 1.25 cm, First line: 0 cm, Right: 0.21 cm

5 OGA means Old Girls Association. (2) In this Constitution; (a) A reference to a function includes a reference to a power, authority and duty, and (b) A reference to the exercise of a function includes; if the function is a duty, a reference to the performance of the duty. (3) The provision of the Interpretation Act 1987 (NSW) apply to and in respect of this constitution in the same manner as those provisions would be so apply if this constitution were an instrument made under the Act. 3. Objectives and Aims The objects of the Association are: (1) To maintain regular communication with the Alumni of Tara, (hereafter to be known as Old Girls ), providing the mechanism thorough which they may communicate with one another, students, teachers and the school. (2) To bring all Old Girls together to form a network for supporting projects and events. (3) To promote the School s spirit: (a) Its foundation as an Anglican School; (b) Its mission objectives; (c) Its philosophy of education; (d) Its statement of faith, life and conduct; and serve as preserver and conveyor of the heritage of the school. (4) Through interaction with alumni, educate students about the rewards and responsibilities of lifelong relationship with the school. (5) To provide Scholarships, bursaries and financial assistance to the School at the discretion of the Association through the Committee. (6) To raise funds and subscribe to any local or other charities and such causes as shall, from time to time, be agreed upon by the committee. 4. Not for Profit The assets and income of the Association shall be applied solely in furtherance of its oobjectives. No portion shall be distributed, directed or indirectly, to the members of the Association except as proper reasonable compensation for services rendered to, or expenses incurred, on behalf of, or whilst representing the Association.

6 PART 2 MEMBERSHIP 5. Membership Fees relating to Life Membership (1) For all students who have paid their school s enrolment fee since the introduction of automatic membership, the fee will be held by the school until which time the student becomes Alumni of the school. The membership fee amount shall then be released by the school and paid to the Association for the purpose of being credited towards the Life Membership and Scholarship Fund of the Association making the student a financial member listed on the Association s register. (2) An ex-student of the School, who applies for membership and is approved for membership, as provided in this Constitution, is eligible to beis eligible to become a member of the Association on payment of the entrance fee. (3) A soon as practicable after the receipt of an application, the Secretary must ensure the application is referred to the committee. (4) The committee must determine whether to approve or reject the application. (5) The Secretary must ensure that, within one school term after receipt of the amounts referred to in sub-rule (1), the applicant s name is entered in the Rregister of Ffinancial Mmembers. (6) An applicant for membership becomes a member and is entitled to exercise the rights of membership wheoncen she is entered in the Rregister of Ffinancial Mmembers. (7) If the committee rejects an application, the committee must, as soon as practicable, notify the applicant in writing that the application has been rejected. (8) The membership fee is determined by the Committee from time to time. (9) All membership fees shall be payable in advance.

7 are 6. Member Liability is Limited The liability of a member of the Association to contribute towards the payment of the debts and liabilities of the Association or the costs, charges and expenses of the winding up of the Association is limited to the amount, if any, unpaid by the member in respect of membership of the Association as required by clause Categories of Membership The Association shall have three categories of membership, namely: (1) Life Members an ex-student who satisfies rule 8(1). (2) Associate Members - Those persons who satisfy rule 7(2) (2) Honorary Life Members - Those persons who satisfy rule 7(3). Only Members as provided for under Rule 7(1) eligible to vote at any meeting of the Association, its Committee or its sub committees. Honorary Life Members or Associate Members do not have the right to vote unless they are also eligible to be a Member under the provisions of Rule 7(1). 8. Qualifications for Membership Members (1) (a) Any person who has been a primary or secondary student of the School shall be eligible for admission as a life member, subject to the approval of the Committee of the Association and the payment of the non-refundable membership fee. As membership is for life of that member, these fees are non-refundable. Membership ffees are set by the committee from time to time in accordance with this Constitution; such membership is to be for the term of that person s natural life. (b) Any person who has been a student at pre-centenary year (1997) Ellangowen or Hassall Street shall be eligible for admission as a member, in accordance with this Constitution, subject to the approval of the Committee of the Association, but being exempt with from payment for membership, as it is complimentary, in accordance with this Constitution, being exempt. (c) Membership of the Association is a right, privilege, or obligation of a person and:-and: - (i) is not capable of being transferred or transmitted to another person or organisation body; and (ii) ceases upon the termination of membership whether by death, resignation or otherwise.

8 Associate Members (2) Any former member of staff of the School shall be eligible for admission as an Associate Member and once admitted shall be awarded complementary membership. Honorary Life Members (3) Those that have, in the opinion of the Committee, given very significant service to the School or the Association over a period of not less than ten twenty years or have contributed very significantly in some other outstanding way shall be awarded complementary membership once admitted. 9. Register of financial members (1) The school, on behalf of the Association, maintains the Register of financial members. It is the member s responsibility to inform the school of any change to the member s personal details including change of name or address. (2) The register of financial members must be kept in a format and location that is agreed between the Association and the School and which complies with all legal obligations. (3) A member may elect to receive or not to receive communications from the Association or other approved persons, deemed opting in or opting out respectively and such election shall be recorded in the register as appropriate. (4) A member may request a copy of their Alumni Years names from who have opted in for the sole purpose of co-ordinating a reunion of members and such information will be handled in compliance with relevant Privacy obligations. (5) The Association or aa member must not use information about a person obtained from the register to contact or send material to the person, other than for; (a) The purposes of sending the person a newsletter, a notice in respect of a meeting, other events relating to the Association or other material relating to the Association or School. (b) Any other purpose necessary to comply with a requirement of the Act or the Regulation.

9 10. Resignation of Membership (1) A member of the Association may resign from the Association by first giving written notice to the secretary of at least one month (or such other period as the committee may determine) of the member s intention to resign. (2) On the expiration of the period of notice, the member ceases to be a member. (3) In accordance with clause 7 (1)(c), membership is automatically ceased in the event of that member s death. (4) Once a member of the Association ceases to be a member, the secretary must make appropriate entry in the register of financial members recording the date on which the member ceased to be a member. (5) Upon a person ceasing to be a member of the Association as aforesaid they shall immediately cease to hold any office in the Association or be entitled to any privileges of membership thereof. Any person on ceasing to be a member will forfeit all right to claim upon the Association; its property and all funds including non-refundable membership. 11. Resolution of disputes (1) A dispute between a member and another member (in their capacity as members) of the Association, or a dispute between a member or members and the Association, are to be referred to a community justice centre for mediation under the Community Justice Centres Act (2) If a dispute is not resolved by mediation within 3 months of the referral to a community justice centre, the dispute is to be referred to arbitration. (3) The Commercial Arbitration Act 1984 applies to any such dispute referred to arbitration.

10 12. Disciplining of members (1) A complaint may be made to the committee by any person that a member of the Association: (a) has refused or neglected to comply with a provision or provisions of this constitution, or (b) has wilfully acted in a manner prejudicial to the interests of the Association. (2) The committee may refuse to deal with a complaint if it considers the complaint to be trivial or vexatious in nature. (3) If the committee decides to deal with the complaint, the committee: (a) must cause notice of the complaint to be served on the member concerned; and (b) must give the member at least 28 days from the time the notice is served within which to make submissions to the committee in connection with the complaint; and (c) must take into consideration any submissions made by the member in connection with the complaint. (4) The committee may, by resolution, expel the member from the Association or suspend the member from membership of the Association if, after considering the complaint and any submission made in connection with the complaint, it is satisfied that the facts alleged in the complaint have been proved and the expulsion or suspension is warranted in the circumstances. (5) If the committee expels or suspends a member, the secretary must, within 28 days after the action is taken, give written notice to the member of the action taken, the reasons given by the committee for having taken that action and of the member s right of appeal under clause 12. (6) The expulsion or suspension does not take effect: (a) until the expiration of the period within which the member is entitled to appeal against the resolution concerned; or (b) if within that period the member exercises the right of appeal; or (c) unless and until the Association confirms the resolution under clause 12; whichever is later.

11 13. Right of appeal of disciplined member (1) A member may appeal to the Association in general meeting against a resolution of the committee under clause 11, within 7 days after written notice of that resolution is served on the member, by lodging with the secretary a notice to that effect. (2) The notice may, but need not, be accompanied by a statement of the grounds on which the member intends to rely for the purposes of the appeal. (3) On receipt of a notice from a member under subclause (1), the secretary must notify the committee which is to convene a general meeting of the Association to be held within 28 days after the date on which the secretary received the notice. (4) At a general meeting of the Association convened under subclause (3): (a) no business other than the question of the appeal is to be considered; and (b) the committee and the member must be given the opportunity to state their respective cases orally or in writing, or both; and (c) the members present are to vote by secret ballot on the question of whether the resolution should be confirmed or revoked. (5) The appeal is to be determined by a simple majority of votes cast by members of the Association present.

12 PART 3 THE COMMITTEE 14. Powers of the Committee (1) Subject to the Act, the Regulation, this Constitution and any resolution passed by the Association in General Meeting, the Committee: (a) is to control and manage the affairs of the Association; and (b) may exercise all such functions as may be exercised by the Association, other than those functions that are required by this Constitution to be exercised by general meetings of the members of the Association; and (c) has power to perform all such acts and do all such things as appear to the committee to be necessary or desirable for the proper management of the affairs of the Association; and (d) may invest its monies in: i. any security in which trust monies may, by Act of Parliament, be invested, or ii. any other manner authorised by the Rules of the Association including but not limited to the Investment Fund. (2) For the avoidance of doubt, the committee may: (a) appoint agents to transact any business of the Association on its behalf; (b) enter into any other contract it considers necessary or desirable; and (c) do all such things as may be necessary for the achievement of its objects, including all things incidental to those objects. 15. Structure and membership of Committee (1) The committee is to consist of; (a) The office-bearers of the Association, and (b) At least 3 ordinary committee members, each of whom is to be elected at the Annual General Meeting of the Association under clause 15. (2) The total number of the committee members is not to be limited, though up to eleven members is considered ideal.

13 (3) The office-bearers of the Association are as follows; (a) Honorary President hereafter referred to as President (b) Honorary Vice-President (up to a maximum of 2 positions); hereafter referred to as Vice-President ; or where there are more than one - Vice Presidents (c) Honorary Treasurer; hereafter referred to as Treasurer (d) Honorary Secretary hereafter referred to as Secretary ; and (e) Immediate Past Honorary President (not compulsory) hereafter referred to as Immediate Past President (4) A committee member may hold up to 2 offices (other than both the President and Vice-president offices) (5) Each member of the committee is, subject to this constitution, to hold office until the conclusion of the annual general meeting following the date of the member s election, but is eligible for re-election. (6) Office-bearers may serve on the committee for one-year terms and are eligible to be reappointed into the same position to a maximum of a further three consecutive terms. However, an individual who is a chair of a committee may serve up to two addition years beyond the ordinary limit of four years of consecutive service. (7) The Principal of the School and The Chair of School Council of the school are ex-officio (that is non-voting) members of the Committee, unless they elect not to accept such appointment. (8) In the event of a casual vacancy in any office referred to in sub-rule (1), the Committee may appoint one of its members to the vacant office and the member appointed may continue in office up to and including the conclusion of the next annual general meeting following the date of the appointment. (9) At the Committee s discretion, the Secretary may be a salaried position employed by the School. In this circumstance, the Secretary is not required to be a Member of the Association but will not have the voting rights of a Member unless he or she is eligible to become a member under Rule 7(1). (10) The Secretary shall also be known as the Public Officer of the Association. (10)(11) If the Secretary does not wish to hold the office of the public officer of the Association, the committee may elect a committee member, an ordinary member or a person outside of the Association to hold the position of public officer subject to that person being over the age of 18 years. Formatted: Indent: Left: 2.75 cm

14 16. Election of committee members (1) Nominations of candidates for election as officers of the Association or as ordinary members of the committee must be: (a) made in writing, signed by two members of the Association and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination); and (b) delivered to the Secretary of the Association before or at the Annual General meeting. (2) A candidate may only be nominated for one office, or as an ordinary member of the committee, prior to the annual general meeting. (3) If insufficient nominations are received to fill all vacancies on the committee, the candidates nominated are taken to be elected and further nominations may be received at the annual general meeting. (4) If insufficient nominations are received at the annual general meeting, any vacant positions remaining on the committee are taken to be casual vacancies. (5) If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated are taken to be elected. (6) If the number of nominations exceeds the number of vacancies to be filled, a ballot must be held. (7) The ballot for the election of officers and ordinary members of the committee is to be conducted at the annual general meeting in such usual and proper manner as the committee may direct. (8) Unless contrary intention appears in this constitution, Honorary Life Members or Associate Members are not eligible to become an Office Bearer or be a member of the Committee unless they are also eligible to be a Member under the provisions of Rule 7(1). (9) All Office Bearers and Committee Members must acknowledge in writing acceptance of their appointment and the roles and responsibilities of the position accepted.

15 17. Duties of the Office-Bearers (1) The duties of the President include:; (a) representing the Association at occasions of ceremony, (b) presiding as Chairman over all meetings of the Association and the Committee, (c) regulating all debates, and putting questions which have been moved to resolution, (d) calling for reports and accounts from Committee office-bearers, paid officers of the Association and others, (e) generally seeing to the carrying out of the provisions of the Act, the Regulations and the Constitution of the Association. (f) making arrangements for all meetings and attending thereat with the necessary books and papers, (g) supervising the Association s office and its contents and any other matters affecting the wellbeing of the Association, including the preservation of all records in the Association s archives. (2) The duties of the Vice-President include: (a) Assisting, whenever requested, the President in the execution of any of their duties, and (b) Acting in place of the President, in their absence. (c) In the event of more than one Vice-President wishing to act in place of the President, the choice shall be decided by resolution of the meeting at which they wish to act. (3) The duties of the Immediate Past President include (a) Assisting, whenever requested, the President in the execution of any of their duties, and (b) Acting in place of the President, in the absence of the President and Vice-President absence. (4) The duties of the Secretary include: (a) lodging notice with the Association of their address, as soon as practicable after being appointed as secretary, (b) being subject to the control and instructions of the Committee, subject to this constitution, in their role as Secretary,. (c) keeping minutes of: i. all appointments of office-bearers and members of the committee, and ii. the names of members of the committee present at a committee meeting or a general meeting, and iii. conducting and distributing the correspondence of the Committee, keeping or causing to be kept the minutes of all proceedings of meetings of the Association and of the Committee, (d) compiling annual returns after the end of the financial year, copies of which shall be open for inspection by members as permitted under this constitution.

16 (5) The duties of the Treasurer include: (a) ensuring that all money due to the Association is collected and received and that all payments authorised by the Association are made, (b) paying all monies received by them on behalf of the Association to an account in the name of the Association in any bank or financial institution as shall be approved by the Committee having regard to the provisions of the prudent person investment requirements (Discretionary Investments) Act 1997, (c) keeping proper books of accounts that show the financial affairs of the Association, including full details of all receipts and expenditure connected with the activities of the Association, (d) opening the books of accounts for inspection by members of the Association during ordinary business hours, subject to any reasonable restrictions as to the time and manner of inspecting same that may be imposed by the Committee, (e) is expected report to and prepare a written financial report for each committee meeting. (f) must ensure they follow in accordance with Clause 37 (5) regarding funds management of the Association. (6) The duties of the Reunion Coordinator include: (a) contacting Alumni with planning and staging of a reunion activity,. (b) developing and maintaining Alumni support though reunions and special events, (c) developing and maintaining a social media presence for the Association, (d) preparing a report, either verbal or written, for each committee meeting. 18. Casual Vacancy in office of the President (1) In the event of a casual vacancy occurring in the office of President, if at the time of the casual vacancy occurring; (a) the person occupying the position of Immediate Past President (if any) is willing and able to assume the role of President, that person shall act as the President of the Association pending the election of a new President at the next Annual General Meeting; (b) the person occupying the position of Immediate Past President is not willing and able to assume the role of President, or if no person holds the position of Immediate Past President, the Committee may appoint a care-taker President from among the persons then holding the office of Vice-President, and the person so appointed shall act as the President of the Association pending the election of a President at the next Annual General Meeting.

17 (2) For the purposes of these rules, a casual vacancy in the office of President occurs if the person holding that office: (a) dies, or (b) ceases to be a member of the Association, or (c) resigns office by notice in writing given to the Committee, or (d) becomes a mentally incapacitated person, or (e) is absent without the consent of the Committee from all meetings of the Committee held during a period of 6 months, or (f) by reason of injury, ill-health or otherwise is in the opinion of the Committee unable, or is otherwise unwilling, to continue to fulfil the duties of the President. 19. Vacancies The office of an officer of the Association, or of an ordinary member of the committee, becomes vacant if the officer or member: (1) dies, or (2) ceases to be a member of the Association,; or (3) becomes an insolvent under administration within the meaning of the Corporations Law,; or (4) resigns from office by notice in writing given to the Secretary, or. (5) iis removed from office under Rule clause 11 and its subclauses-rules. (6) becomes a mentally incapacitated person, or (7) iis absent from three consecutive meetings of the Committee, without acceptable reason given, or (8) iis convicted of an offence involving fraud or dishonesty for which the maximum penalty on conviction is imprisonment for not less than 3 months; or (9) iis prohibited from being director of a company under part 2D.6 (Disqualification from managing Corporations) of the Corporations Act 2001 of the Commonwealth(Cth).

18 20. Committee meetings and quorum (1) The committee must meet at least 3 times in each year at such place and such times as the committee may determine. (2) Special meetings of the committee may be convened by the President and any 4 members of the committee. (3) Written notice of each committee meeting must be given to each member of committee at least 48 hours before the date of the meeting. (4) Written notice must be given to members of the committee of any special meeting specifying the general nature of the business to be conducted and no other business may be conducted at such a meeting. (5) Any 3 members of the committee constitute a a quorum for the conduct of the business of a meeting of the committee. (6) No business may be conducted unless a quorum is present. (7) If a quorum is not present within thirty minutes after the appointed meeting time: (a) in the case of a special meeting - the meeting lapses; (b) in any other case - the meeting shall stand adjourned until another date is to be determined. (8) If at the adjourned meeting the quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members personally present (being not less than 3) shall be a quorum. Otherwise, the meeting is to be dissolved. (9) At meetings of the committee: (a) the President or, in the President s absence, the Vice-President preside or, in both their absences, the Secretary presides (as Chairman). (b) if the President, the Vice-President and the Secretary are unable to preside, the members present must choose one of their members to preside (as Chairman). (c) questions arising at the meeting shall be decided by the majority of votes. In case of an equality of votes the person presiding (as Chairman) shall have a casting vote.

19 21. Voting and decisions (1) Questions arising at a meeting of the committee, or at a meeting of any sub-committee appointed by the committee, shall be determined on a show of hands or, if a member requests, are to be determined by a majority of the votes of the members of the committee or sub-committee present at the meeting. (2) Each member present at a meeting of the committee, or at a meeting of any subcommittee appointed by the committee (including the person presiding at the meeting), is entitled to one vote and, in the event of an equality of votes on any question, the person presiding (as Chairman) may exercise a second or casting vote. (3) Subject to Rule 26 (5) the committee may act despite any vacancy on the committee. (4) Any act or thing done or suffered, or purporting to be done or suffered, by the committee or a sub-committee appointed by the committee, is valid and effectual despite any defect that may afterwards be discovered in the appointment or qualification of any member of the committee or sub-committee. 22. Removal of Committee member (1) The Association in general meeting may, by resolution, remove any member of the committee before the expiration of the member s term of office and appoint another member in his or her place to hold office until the expiration of the term of the first mentioned member. (2) A member who is the subject of a proposed resolution referred to in Rule 28subclause (1) above, may make representations in writing to the Secretary or President of the Association (not exceeding a reasonable length) and may request that the representations be provided to the members of the Association. (3) The Secretary or the President may cause to give a copy of the representations to each member of the Association or, if they are not so given, the member may require that they be read out at the meeting. 23. Minutes of meetings (1) The Secretary of the Association must ensure that minutes of the resolutions and proceedings of each general meeting, and each committee meeting are kept, together with a record of the names of persons present at committee meetings. (2) Minutes of proceedings at a meeting must be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting.

20 PART 4 ALUMNI REPRESENTATION 24. Invitation of Alumni Representation (1) Each graduating year from the School may be represented by three appointed representatives for that Alumni year. The elected Head girl, Deputy Head girl and Head Boarder will be invited to take on this role and if they are unable to undertake this role,. the graduating year may elect their replacement representatives prior to graduation no later than the Valedictory Breakfast announcement. (2) If no representatives are elected, the committee will undertake to represent that Alumni year until representatives are elected in accordance with this constitution. (3) The Alumni representatives must be a member in good standing of the Association. (4) The Alumni representatives must receive a majority vote of all Alumni. (5) In the event that the appointed representative can no longer serve this position, they shall be responsible for finding a replacement representative and notify the Alumni Coordinator of their replacement s details. (6) The Alumni representative must attend at least one Committee meeting per year. (7) The Alumni must attend the AGM meeting held at the school and if unable to attend, must find a replacement Alumni to attend in their place. (8) The Alumni representative or their designee(s) shall organise and seek help in organising their reunions and social events. (9) The Alumni representative must report any news of planned reunions or events to the Reunion Coordinators for broadcasting on OGA social media noticeboards and school magazines (e.g. Facebook and Tara Circle). Formatted: Right: 0.21 cm Formatted: Font: 11 pt Formatted: List Paragraph, Indent: Hanging: 1.27 cm, Right: 0.21 cm, Outline numbered + Level: 1 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0.63 cm + Indent at: 1.27 cm Formatted: Right: 0.21 cm, Line spacing: single Formatted: Right: 0.21 cm

21 PART 5 GENERAL MEETINGS Annual General Meetings holding of (1) The Annual General meeting of the Association shall be held at the School on the first Sunday in August or at a date, to be decided by the Committee, no longer than 6 months after the close of the Association s financial year Annual General Meetings calling of and business (1) The notice convening the annual general meeting must specify that the meeting is an annual general meeting. (2) The ordinary business of the annual general meeting shall be: (a) to confirm the minutes of the previous annual general meeting and of any general meeting held since that meeting; and (b) to receive from the committee reports upon the transactions of the Association during the last preceding financial year; and (c) to elect officers of the Association and the ordinary members of the committee; and (d) to receive and consider the financial statement submitted to the members under the Act; and. (e) to elect the honorary Auditor for the following financial year. (3) The annual general meeting may conduct any special business of which notice has been given in accordance with this Constitution.

22 Special/Extraordinary General Meetings calling of and business (1) In addition to the annual general meeting, any other general meeting may be held in the same year. (2) All general meetings other than the annual general meeting are special or an extraordinary general meeting. (3) The committee may, whenever it thinks fit, convene a special or an extraordinary general meeting of the Association. (4) If more than 15 months elapse between annual general meetings, the committee must convene a special general meeting before the expiration of that period. (5) The number of committee members that constitutes a quorum for a general meeting or at least 5% of the total number of members, may make written request to the committee to convene a special or extraordinary meeting of the Association. (6) The request for a special general meeting must: (a) state the purpose or objects of the meeting; and (b) be signed by the members requesting the meeting; (c) be lodged with the Secretary. (d) may consist of several documents in a similar form, each signed by one or more of the members making the requisition (7) If the committee does not cause a special general meeting to be held within one month after the date on which the request is sent to the address of the Secretary, the members making the request, or any of them, may convene a special general meeting to be held not later than 3 months after that date. (8) If a special general meeting is convened by members in accordance with this ruleclause, it must be convened by the committee and all administrative expenses not including travel and accommodation costs incurred in convening the special general meeting must be refunded by the Association to the persons incurring the expenses. (9) The Secretary of the Association, at least 21 days, or if a special resolution has been proposed at least 28 days, before the date fixed for holding a general meeting of the Association, must cause to be sent to each member of the Association, a notice stating the place, date and time of the meeting and the nature of the business to be conducted at the meeting.

23 Notice of General Meetings (1) Notice of General Meetings may be sent to a financial member, using details appearing in the register, by either; (a) address or; (b) by prepaid post or; (c) if the member requests, by facsimile transmission. (2) No business other than that set out in the notice convening the meeting may be conducted at the meeting. (3) A member intending to bring any business before a meeting must notify in writing, or by electronic transmission, the Secretary of that business, who must include that business in the notice calling the next general meeting Quorum at general meetings (1) No item of business may be conducted at a general meeting unless a quorum of members entitled under this Constitution to vote is present at the time when the meeting is considering that item. (2) A minimum of 8 members personally present (being members entitled under the Constitution to vote at a general meeting) constitute a quorum for the conduct of the business of a general meeting. (3) If, within half an hour after the appointment time for the commencement of a general meeting, a quorum is not present: (i) in the case of a meeting convened upon the request of members -the meeting must be dissolved; and (ii) in any other case, is to stand adjourned to the same day in the following week at the same time and at the same place. (4) If at the adjourned meeting the quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members personally present (being not less than 3) shall be a quorum. Otherwise, the meeting is to be dissolved Presiding member (1) The President, or in the President s absence, the Vice-President or Secretary, shall preside as Chairperson at each general meeting of the Association. (2) If the President and the Vice-President or Secretary are absent from a general meeting, or are unable to preside, the members present must select one of their number to preside as Chairperson.

24 Adjournment (1) The person presiding may, with the consent of a majority of members present at the meeting, adjourn the meeting from time to time and place to place. (2) No business may be conducted at an adjourned meeting other than the unfinished business from the meeting that was adjourned. (3) If a meeting is adjourned for 14 days or more, the secretary must give written or oral notice of the adjourned meeting to each member of the Association stating the date, place, time of the meeting and the nature of the business to be transacted at the meeting. (4) Except as provided in sub-ruleclause (317), it is not necessary to give notice of an adjournment or of the business to be conducted at an adjourned meeting Voting and making of decisions A question arising at a general meeting of the Association is to be determined by either:; (1) (a) aa show of hands; or (b) iif on the motion of the chairperson or if 3 or more members present at the meeting decide that the question should be determined by a written ballot, by written ballot.. (1)(2) If the question is to be determined by a show of hands, a declaration by the chairperson that a resolution has, on a show hands, been carried or carried unanimously or carried by a particular majority or loss, or entry to that effect in the minute book of the Association, is evidence of the fact without proof of the number or proportion of votes recorded in favour of or against that resolution. (2)(3) If the question is to be determined by a written ballot, the ballot is to be conducted in accordance with the directions of the chairperson. (3)(4) Upon any question arising at a general meeting of the Association, a member has one vote only. (4)(5) All votes must be given personally or by proxy. (5)(6) In the case of an equality of voting on a question, the Chairperson of the meeting is entitled to exercise a second or casting vote. (6)(7) A member is not entitled to vote at a general meeting unless all moneys due and payable by the member to the Association have been paid Proxy Votes (1) Proxy voting must not be undertaken at or in respect of a General Meeting. (2) Each member is entitled to appoint another member as a proxy by notice given to the Secretary prior to or at the meeting in respect of which the proxy is appointed.

25 (3) The notice appointing the proxy must be : (4) (a) for a meeting of the Association convened under rule 12 (11) (c), in the form set out in Appendix 2; or (5)(3) (b) in any other case, in the form set out in Appendix 3. PART 6 MISCELLANEOUS Insurance (1) The Association is insured for all activities and events conducted on the School s grounds under the School s Insurances Policies, and these policies are overseen and managed by the School. (2) If the Association conducts an activity or event that is not covered by the School s insurance it will arrange adequate insurance cover at the Association s expense (3) All third party activities, such as Reunion s, that are not held on the school grounds, will not be covered for any reason. (4) No person shall provide indemnity to any third party on behalf of the Association without written authority from the Committee Funds Source (1) The funds of the Association are to be derived from memberships and, member gifts, bequeaths or memorials receiveddonations these areand, subject to any resolution passed by the Association at a in General Meeting and any such other sources as the committee determines. (2) All money received by the Association must be deposited as soon as practicable and without deduction to the credit of the Association s bank or other authorised deposit taking institution account. (3) The Association or the school shall if applicable issue an appropriate receipt. for monies received. (3)(4) As the Association is not registered as a Deductible Gift Recipient, as per the Australian Tax Office regulation, is not registered to supply a receipt to any member or to the public as a Tax Deduction.

26 Funds management Formatted: Normal, No bullets or numbering (1) The Committee as Trustees of funds of the Association on the behalf of its members will; (a) implement a conservative strategy when considering investment of funds. (b) not put those funds at risk such as investing in share market, purchasing of real property, high risk investment, for any political purposes or any un-lawful acts. (c) maintain a long-term commitment to the preservation of those funds for the future growth and longevity of the Association. (d) hold at least $50,000 in the Scholarship Fund, unless a motion to vary this amount is passed by at least six executive committee members and only for a temporary approved purpose. (2) All accounts will be in the name of Tara Old Girls Association Inc. Any new accounts can only be opened following the approval at a Committee Meeting. (3) All funds are to be managed with a clear objective and under any restrictions defined, then and only then, can an investment objective and subsequent investment strategy be framed properly and resources to be spent wisely. The funds of the Association are to be used in pursuance of the objects of the Association (4) Unless expressly provided for in this constitution, the Committee shall have the power to use its own discretion in making decisions matters related to the day-to-day administration of the Association s finances. (5) The Treasurer must ensure that: (a) All disbursements of funds are approved in writing by two persons who have been duly authorised by the committee to provide such approvals. (b) Any expenditure of funds is supported by suitable appropriate documentation. (c) the Discretionary Spending Limit is put forward and approved by members of the committee at the first committee meeting following the Annual General Meeting. This acts as a budget control mechanism for a financial year. (d) No person expends funds, or otherwise obligates the Association to expend funds, without the prior written approval of the committee, where the value of such expenditure or obligation exceeds the Discretionary Spending Limit. (6) Any commitment, obligation or expenditure of funds in excess of the Discretionary Spending Limit, intending to be made on behalf of the Association must be: (a) supported by appropriate written documentation and quotations, (b) approved in writing by at least three Office Bearers: two of which must be i. either the President or a Vice President, and ii. the Treasurer, and,

27 (c) ratified by the committee at the next available committee meeting Scholarships & Bursaries (1) It is the committee s objective to grant Scholarships & Bursaries, hereafter referred to as Awards, to current students who are daughters or granddaughters of Old Girls or Old Girl members, by providing funds towards school fees, other school related expenses or further education. Such Awards may be created to honour the memory of a past or present member as deemed appropriate. (2) To achieve this objective the committee shall: (a) plan to provide Awards annually. (b) administer and implement appropriate fundraising, investment and expenditure strategies so as to provide sufficient funds to allow planned Awards to be granted. (c) decide annually on the number, type and amount of each Award, having regard to the current financial position and the future expected requirements of the Association (d) set fair and equitable selection criteria in relation to each Award. (e) determine the appropriate procedures for receiving processing, and evaluating of Award applications, (f) conduct impartial selection of Award recipients having regard only to the selection criteria as set (g) must ensure that the award(s) and recipient(s) names are noted at a committee meeting (h) announce the successful applicants as is appropriate to the Award. (3) Minimum Application Evaluation Procedures (a) The selection process shall be either by voting at a committee meeting or by a judging panel as is determined to be appropriate to the Award (b) The Judging Panel: i. Shall consist of no less than 2 persons. ii. can consist of either committee member(s) or person(s) who are not members which can be selected by the committee, who shall conduct themselves in an appropriate manner, be fair and impartial and be able to make joint and potentially difficult decisions. (c) If any of the judges have a connection or personal relationship with any of the candidates, this must be made known to the Committee prior to an interviewing date being confirmed in order to either; replace this judge or nominate an additional judge to minimum 2 person panel.

28 (d) (e) (f) (g) (h) (i) (j) For a current student applicant, a report must be received from a school-elected referee outlining the student s character, school involvement and worthiness and must be received at a committee meeting by the due date as determined by the Committee. For a past-student applicant an official application form must be received at a committee meeting by the due date as determined by the Committee. A current student in receipt of an Award provided by the School in the selection year is not eligible to apply in that same year as required by Clause 37 (2) (d). A past-student may re-apply if not successful for an Award in a subsequent year. If no suitable candidate(s) or application(s) are received in a given financial year. The committee or a judging panel by way of vote at a committee meeting or at the time of the interviewing process are permitted not to award to any person. It is not an compulsorily requirement for the Association to award annually and once this vote has been carried the decision is deemed final. Payment of funds shall be: i. for current students - directly to the school, or; ii. for a past-student - at the direction of the recipient. 36. Change of Name, Objects, Constitution & Common Seal (1) An application to the Director-General for registration of a change in the Association s name, objects or constitution in accordance with section 10 of the Act is to be made by the secretary or a committee member. (2) The common seal of the Association must be kept in the custody of the Secretary. (3) The common seal must not be affixed to any instrument except by the authority of the committee and the affixing of the common seal must be attested by the signatures either of two members of the committee or, of one member of the committee and of the public officer of the Association.