AUSTRALIAN COUNCIL OF SOCIAL SERVICE INC CONSTITUTION

Transcription

1 AUSTRALIAN COUNCIL OF SOCIAL SERVICE INC CONSTITUTION comprising 'OBJECTS AND PURPOSES OF ASSOCIATION AND RULES OF ASSOCIATION As amended to March 2013

2 CONTENTS SECTION 1 4 OBJECTS AND PURPOSES OF ASSOCIATION 4 1. NAME OF ORGANISATION 4 2. OBJECTS 4 3. POWERS 5 4. UTILISATION OF INCOME AND PROPERTY 8 5. WINDING-UP OR DISSOLUTION 8 6. REVOCATION OF TAX ENDORSEMENT 8 7. FINANCIAL RECORDS 9 SECTION 2 10 RULES OF ASSOCIATION 10 INTERPRETATION 10 MEMBERSHIP, AFFILIATESHIP AND ASSOCIATESHIP 11 VOTING PROCEDURES AND GENERAL MEETINGS 13 GENERAL MEETINGS OF THE COUNCIL 14 PROCEDURES AT GENERAL MEETINGS 14 BOARD OF GOVERNORS AND OFFICERS 17 POWERS AND DUTIES OF THE BOARD OF GOVERNORS 20 PROCEEDINGS OF THE BOARD OF GOVERNORS 21 CEO 22 SEAL 22 ACCOUNTS 22 AUDIT 23 NOTICES 23 INDEMNITY 23 NOTIFICATION OF PROPOSED ALTERATION OF RULES 23 ESTABLISHMENT AND OPERATION OF PUBLIC FUND 23

3

4 SECTION 1 OBJECTS AND PURPOSES OF ASSOCIATION 1. NAME OF ORGANISATION The name of the Association is the Australian Council of Social Service Incorporated (hereinafter called "the Council"). 2. OBJECTS The objects for which the Council is established are: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) To serve the Australian people by undertaking activities which promote their social well-being. To be especially concerned with the well-being of disadvantaged and vulnerable individuals and groups, and to promote their well-being through socially just policies and programs. To advocate for a united Australia which respects this land of ours, values Aboriginal and Torres Strait Island heritage, and provides justice and equity for all. To carry out programs designed to contribute to the elimination of poverty. To stimulate interest in and provide information on, social welfare matters in Australia and in other countries. To provide a forum to discuss social welfare matters. To promote education and training for social welfare personnel. To provide advice on social welfare matters, either on request or its own initiative. To improve the organisation of social welfare matters, either on request or its own initiative. To assist in the development of State and Territory Councils of Social Service and to foster their co-operation with the Council. To provide and carry out services to develop social welfare organisations.

5 (l) (m) (n) (o) (p) (q) (r) (s) To promote citizen, consumer and community participation in social welfare activities. To promote and undertake research into social welfare matters. To encourage the integration of the social, economic and physical aspects of national development within a social welfare framework. To undertake at national level or at other levels action which appears to be in the best interests of social welfare in Australia. To participate in the development of international social welfare particularly through membership of the International Council of Social Welfare. To encourage the development of social welfare policies paying due regard to the changing nature of the Australian society. To recognise sustainability and intergenerational equity as essential elements of social justice. To do all such other acts or things as may be conducive to the attainment of the objects set out above or any of them. 3. POWERS In furtherance of the objects the Council may: (a) (b) (c) Subscribe to, become a member of and co-operate with any other council, association or organisation, whether incorporated or not, whose objects are altogether or in part similar to those of the Council, provided that the Council shall not subscribe to or support with its funds any council, association or organisation which does not prohibit the distribution of its income and property among its members to an extent at least as great as that imposed on the Council under or by virtue of Clause 4 of these Objects and Purposes of Association. Buy, sell and deal in all kinds of apparatus and all kinds of provisions required for the functioning of the Council. Purchase, take on lease or in exchange, hire and otherwise acquire any lands, buildings, easements or property, real and personal, and any rights or privileges which may be requisite for the purposes of, or capable of being conveniently used in connection with, any of the objects of the Council, provided that in case the Council shall take or hold any property which may be subject to any trusts

6 the Council shall only deal with the same in such manner as is allowed by law having regard to such trusts. (d) (e) (f) (g) (h) (i) (j) Enter into any agreements with any Government or authority supreme, municipal, local or otherwise, that may seem conducive to the Council's objects or any of them; and to obtain from any such Government or authority any rights, privileges and concessions which the Council may think it desirable to obtain; and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions. Appoint, employ, remove or suspend such officers and employees and other persons as may be necessary or convenient for the purposes of the Council. Establish and support or aid in the establishment and support of associations, institutions, funds, trusts and conveniences calculated to benefit employees or past employees of the Council or the dependants or connections of any such persons; and to make payments towards insurance; and to subscribe or guarantee money for charitable or benevolent object, or for any public, general or useful object. Construct, improve, maintain, develop, work, manage, carry out, alter or control any houses, buildings, grounds, works or conveniences which may seem calculated directly or indirectly to advance the Council's interests, and to contribute to, subsidise or otherwise assist and take part in the construction, improvement, maintenance, development, working, management, carrying out, alteration or control thereof. Invest and deal with the money of the Council not immediately required in such manner as may be determined by the Board of Governors of the Council provided that any surplus funds may only be invested in a manner authorised for the investment of trust funds under the respective Trustee Acts of the States and Territories of Australia. Borrow or raise or secure the payment of money in such manner as the Council may think fit and to secure the same or the repayment or performance of any debt, liability, contract, guarantee or other engagement incurred or to be entered into by the Council in any way and in particular by the issue of debentures perpetual or otherwise charged upon all or any of the Council's property (both present and future), and to purchase, redeem or pay off any such securities. Make, draw, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading and other negotiable or transferable instruments.

7 (k) (l) (m) (n) (o) (p) (q) (r) (s) (t) (u) Sell, improve, manage, develop, exchange, lease, dispose of, mortgage, turn to account or otherwise deal with all or any part of the property and rights of the Council. Take or hold mortgage, liens and charges to secure payments of the purchase price or any unpaid balance of the purchase price, of any part of the Council's property of whatsoever kind sold by the Council, or any money due to the Council from purchaser and others. Take any gift of property whether subject to any special trust or not, for any one or more of the objects of the Council but subject always to the proviso in paragraph (c) of this Clause 3. Take such steps by personal or written appeals, public meetings or otherwise, as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Council, in the shape of donations, annual subscriptions or otherwise. Print, publish and distribute any newspapers, periodicals, books or leaflets that the Council may think desirable for the promotion of its objects. Amalgamate with any companies, institutions, societies or associations having objects altogether or in part similar to those of the Council and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as that imposed upon the Council under or by virtue of Clause 4 of these Objects and Purposes of Association. Purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagement of any one or more of the companies, institutions, societies or associations with which the Council is authorised to amalgamate. Transfer all or any part of the property, assets, liabilities and engagements of the Council to any one or more of the Councils, institutions, societies or associations with which the Council is authorised to amalgamate. Make donations for patriotic or charitable purposes. To undertake and execute any trusts conducive to any of the objects of the Council. Do all such things as are incidental or conducive to the attainment of the objects and the exercise of the powers of the Council.

8 4. UTILISATION OF INCOME AND PROPERTY The income and property of the Council, when so ever derived shall be applied solely towards the promotion of the objects of the Council as set forth in the Rules of Association; and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit, to the members of the Council. Provided that nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration to any officer or employee of the Council, or to any member of the Council, in return for any services actually rendered to the Council, nor prevent the payment of interest at a rate not exceeding interest at the rate for the time being charged by banks in Sydney for overdrawn accounts on money lent, or reasonable and proper rent for premises demised or let by any member to the Council; but so that no member of the governing body of the Council shall be appointed to any salaried office of the Council, or any office of the Council paid by fees, and that no remuneration or other benefit in money or money's worth shall be given by the Council to any member of such Council or governing body except repayment of out-of-pocket expenses and interest at the rate aforesaid on money lent or reasonable and proper rent for premises demised or let to the Council. Provided that the provision last aforesaid shall not apply to any payment to any company of which a member of the governing body may be a member and in which such member shall not hold more than one-hundredth part of the capital, and such member shall not be bound to account for any share of profits that member may receive in respect of such payment. 5. WINDING-UP OR DISSOLUTION If upon the winding-up or dissolution of the Council there remains, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Council, but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Council and to which income tax deductible gifts can be made under Division 30 of the Income Tax Assessment Act 1997 (Cth) and which shall prohibit the distribution of its or their income or property among its or their members to an extent at least as great as is imposed on the Council under or by virtue of Clause 4 hereof, such institution or institutions to be determined by the members of the Council at or before the time of dissolution, and if and so far as effect cannot be given to the aforesaid provision, then to another institution with some charitable object and to which income tax deductible gifts can be made under Division 30 of the Income Tax Assessment Act 1997 (Cth). 6. REVOCATION OF TAX ENDORSEMENT If the endorsement of the Council as a deductible gift recipient is revoked, the following shall be transferred to another institution to which income tax deductible gifts can be made under Division 30 of the Income Tax Assessment Act 1997 (Cth) any surplus: (a) gifts of money or property for the principal purpose of the Council;

9 (b) (c) contributions made in relation to an eligible fundraising event held for the principal purpose of the Council; and money received by the Council because of such gifts and contributions. 7. FINANCIAL RECORDS True accounts shall be kept of the sums of money received and expended by the Council, and the matter in respect of which such receipt and expenditure takes place, and of the property, credits, and liabilities of the Council; and, subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the Rules of Association of the Council for the time being in force, shall be open to the inspection of the members. Once at least in every year, the accounts of the Council shall be examined and the correctness of the balance sheet ascertained by one or more properly qualified auditor or auditors.

10 SECTION 2 RULES OF ASSOCIATION INTERPRETATION 1. Interpretation: In these Rules of Association: "Affiliate" means an affiliate of the Council; "Affiliateship" refers to an entity's status as an Affiliate; "annual general meeting" means a meeting of Members at which the ordinary or special business of the Council is undertaken; "Associate" means an associate of the Council; "Associateship" refers to an entity's status as an Associate; "Board" or "Board of Governors" means the board of the Council, consisting of the President, Treasurer and 16 other persons; "Board Members" means members of the Board; "CEO" means any person appointed in accordance with Clause 49; "incorporation legislation" means the Associations Incorporation Act 1991 (ACT), and its associated regulations, as amended from time to time; "interpretation legislation" means the Acts Interpretation Act 1901 (Cth) as amended from time to time; "meeting" includes meetings held in the form of teleconferences and other forms of interactive electronic communication; "Member" means a member of the Council or membership in the Council; "Membership" refers to an entity's status as a Member; "National Member Organisation" means a national agency with active interest in social welfare that is eligible for Membership under Clause 3(ii) and that has been admitted as a Member; "President" means the president of the Board;

11 "Public Fund" means the public fund established and maintained by the Council in accordance with Clauses 58 to 62; "Public Fund Committee" means the committee that administers the Public Fund; "Public Officer" means a public officer appointed under Clause 39; "Responsible Person" means an individual who has a degree of responsibility to the community; "seal" means the common seal of the Council; "Secretary" means the secretary of the Board; "Special Assembly" means a special assembly of National Member Organisations established in accordance with Clause 10; "Treasurer" means the treasurer of the Board; expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography and other modes of representing or reproducing words in a visible form; and words or expressions contained in these Rules of Association shall be interpreted in accordance with the provisions of the interpretation legislation. 2. The Council is established for the purposes set out in the Objects and Purposes of Association. MEMBERSHIP, AFFILIATESHIP AND ASSOCIATESHIP 3. The following shall be eligible for Membership: (i) Councils of Social Service of Australian States and Territories; (ii) National agencies with an active interest in social welfare (hereafter called "National Member Organisations"). 4. The following shall be eligible for Affiliateship: (a) (i) National Member Organisations prevented by their constitution from joining as full Members; (ii) Government organisations involved in social welfare activities ineligible for or unable to accept Membership status; (iii) Other organisations with an interest in national social welfare policy. (b) The following shall be eligible for Associateship:

12 Individuals and organisations not eligible to become Members or Affiliates, but who are interested in promoting social welfare. 5. Associates and Affiliates shall be entitled to receive such services as are determined by the Board from time to time. 6. Applications for Membership and for Affiliateship shall be made in writing, and eligibility and acceptance shall be determined by the Board of Governors. All applications shall be accompanied by a copy of the constitution or charter of the organisation and by a statement of the present and/or planned program of the organisation. An interest in promoting social welfare shall be a qualification for Membership. Membership and Affiliateship shall not be effective until the appropriate fee is paid. 7. Applications for Associateship shall be made in writing to the Council and may be accepted on payment of the appropriate fee. 8. When an applicant has been accepted for Membership, the CEO shall forthwith send to the applicant written notice of acceptance and a request for payment of any entrance fee and the first annual subscription. Upon payment of the entrance fee and first annual subscription, the applicant shall become a Member, provided nevertheless that if such payment be not made within two calendar months after the date of notice, the Board may in its discretion cancel its acceptance of the applicant for Membership. All annual subscriptions for Members and Affiliates shall become due and payable in advance on the 1st day in July in every year. 9. (a) (i) The Council may exclude any organisation from Membership, Affiliateship or Associateship for any reason which the Board of Governors deems sufficient. (ii) The Membership, Affiliateship or Associateship of any entity may be suspended or terminated if the Board of Governors, by a two-thirds majority of those Board Members present, so resolve. Before the Board exercises any such power, one month's notice in writing shall be given to the relevant entity and a reasonable opportunity to be heard on the matter shall be given. (b) (c) The decision of the Board of Governors to suspend or terminate the Membership, Affiliateship or Associateship status or to reject an application for Membership shall be subject to appeal at the next general meeting and that person or organisation shall have the right to be heard on the subject of the said appeal at the general meeting. Notice of any such appeal shall be given to the CEO not less than 42 days before the general meeting at which it will be heard and notice thereof shall be sent to all Members at least 28 days before such meeting.

13 (d) (e) (f) (g) The decision of the general meeting on such appeal shall be by simple majority of votes cast. Resignation from Membership or Affiliateship shall be made in writing to the Council and shall be effective from the date of receipt. Upon resignation, a Member or Affiliate shall remain liable for and pay to the Council any monies which may be due to the Council. Any Associate whose annual fee is not paid within two months of the date upon which it becomes due, will cease to be an Associate until such time as the fee is paid. Fees for Membership, Affiliateship or Associateship shall be as determined by the Board of Governors from time to time. 10. There shall be a Special Assembly comprising National Member Organisations that wish to become members of the Special Assembly and, in the opinion of the Board, are consumer or self-help groups. New applications for membership to the Special Assembly will be subject to consideration and decision by the Board. VOTING PROCEDURES AND GENERAL MEETINGS 11. (1) All general meetings, other than the annual general meeting, are extraordinary general meetings. (2) An annual general meeting is to be held each year during the five months following the close of the financial year. The annual report and the audited financial statements are to be presented at the annual general meeting. (3) An auditor is to be appointed at the annual general meeting. 12. (a) At the annual general meeting, each Member shall have the number of votes set out below: National Member Organisations: 2 votes each; Councils of Social Service: New South Wales and Victoria - 6 votes each; Queensland, South Australia, Western Australia - 4 votes each; Tasmania, Australian Capital Territory, Northern Territory - 2 votes. (b) No business shall be transacted at the annual general meeting unless at least eight Members are represented.

14 (c) (d) The annual general meeting shall have the power to change the Objects and Purposes of Association or Rules of Association according to the procedure laid down in Clause 14. At meetings of Members, including the annual general meeting, Members shall have the right to comment, criticise or make recommendations on past, present or future programs of the Council and on matters of Council policy. GENERAL MEETINGS OF THE COUNCIL 13. The Board of Governors may cause an extraordinary general meeting to be convened. Extraordinary general meetings shall be convened upon receipt of a requisition in writing signed by not less than ten Members. At least fourteen days' notice (exclusive of the day on which the notice is served or deemed to be served, but inclusive of the day for which notice is given) specifying the place, the day and the hour of the meeting, and the general nature of that business, shall be given to such persons entitled to receive such notices from the Council. 14. Subject to the provisions of the incorporation legislation, the Objects and Purposes of Association and Rules of Association shall not be altered except by resolution proposed at a general meeting and carried by a three-quarters majority of votes cast. Notice of the proposed resolution signed by not less than ten Members or authorised by the Board shall be given in writing to the CEO not less than 42 days before the meeting at which it is to be brought forward and notice thereof shall be sent to all Members at least 28 days before such meeting. 15. All business shall be special that is transacted at an extraordinary general meeting, and also is transacted at an annual general meeting, with the exception of the consideration of the accounts, balance sheets, and the reports of the President and auditors, and the appointment and fixing of the remuneration of the auditors. PROCEEDINGS AT GENERAL MEETINGS 16. No business shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business. Save as herein otherwise provided, representatives of eight Members present in person shall be a quorum. For the purpose of this Clause, 'Member' includes a person attending as a proxy or as representing an organisation which is a Member. 17. If within half an hour from the time appointed for the general meeting a quorum is not present, the meeting, if convened upon the requisition of Members shall be dissolved; in any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Board of Governors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the Members present (being not less than three) shall be a quorum.

15 18. The President shall preside as Chairperson at every general meeting of the Council, or if there is no President, or if the President is not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, a Deputy President shall be the Chairperson or if a Deputy President is not present or is unwilling to act then the Members' representatives present shall elect one of their number to be Chairperson of the meeting. 19. The Chairperson may, with the consent of the Members at a general meeting, at which a quorum is present, (and shall if so directed by the Members) adjourn the meeting to another time and place but no business shall be transacted at any rescheduled meeting other than the business left unfinished at the adjourned meeting. When a meeting is adjourned for 30 days or more, notice of the rescheduled meeting shall be given as in the case of a general meeting. Otherwise, it shall not be necessary to give any notice of an adjournment of the business to be transacted at the rescheduled meeting. 20. At any general meeting a resolution put to the vote of Members at the meeting shall be decided on a show of hands unless a poll is demanded (before or on declaration of the result of the show of hands): (a) (b) by the Chairperson; or by at least 6 Members. Unless a poll is so demanded, a declaration by the Chairperson that a resolution has on a show of hands been passed or lost by a particular majority or unanimously, and an entry to that effect in the book containing the minutes of the proceedings of the Council, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. The demand for a poll may be withdrawn. 21. If a poll is duly demanded it shall be taken in such manner and either at once or after an interval of adjournment or otherwise as the Chairperson directs. The result of the poll shall be the resolution of the meeting at which the poll was demanded, unless the poll was demanded on the election of a Chairperson or on a question of an adjournment, in which case, it shall be taken forthwith. 22. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairperson of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote. 23. Except where alternative arrangements relating to payment of fees have been agreed to between a Member and the CEO, no Member is entitled to vote at any general meeting if that Member s subscription is more than three months in arrears at the date of the meeting. 24. The instrument appointing a proxy shall be in writing (in the common or usual form) under the hand of the authorised officer of the appointor, organisation or attorney duly authorised in writing or, if the appointor is a corporation, either under seal or under the

16 hand of an officer or attorney duly authorised. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. 25. The instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit. Australian Council of Social Service Inc. I... being an authorised officer of (name) (organisation) appoint.....(name) of..(organisation) or failing that person......(name) of...(organisation) as proxy to vote for and on behalf of this organisation:.. (name)..(name) at the (annual or extraordinary, as the case may be) general meeting of the Council, to be held on the ( ) day of ( ) 20 ( ), and at any adjournment thereof. Signed this ( ) day of ( ) 20 ( ) 26. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notary certified copy of that power or authority, shall be deposited with the Public Officer of the Council, not less than 24 hours before the time of the meeting at which the Member named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid. 27. A vote given in accordance with the terms of an instrument of proxy or attorney shall be valid notwithstanding the previous death of the principal or revocation of the instrument or of the authority under which the instrument was executed, if no intimation in writing of such death or revocation as aforesaid has been received by the Council at the registered office before the commencement of the meeting at which the instrument is used.

17 BOARD OF GOVERNORS AND OFFICERS 28. A. The Council shall be managed by a Board of Governors consisting of a President, a Treasurer and sixteen other persons elected under this Clause. B. Any person may be nominated to stand for election as President or as Treasurer. C. Any person (including anyone nominated as President or Treasurer) may be nominated to stand for election to the Board of Governors. D. Nominations for President, Treasurer and other Board Members, except nominees of Councils of Social Service under subclause F, are to be made in writing and endorsed by the nominee and must reach the registered office of the Council not less than 28 days before the relevant AGM. The nominator shall be either a Member, an Affiliate or an Associate, except in the case of Special Assembly representatives, the nominator must be a member of the Special Assembly. E. The President and Treasurer are to be elected on a simple majority of votes cast by secret postal ballot. The method of voting to be used is the compulsory preferential system with preferences distributed until one candidate has 50% of the votes cast, plus one vote. Each Member shall have the number of votes set out below: National Member Organisations: 2 votes each; Councils of Social Service: New South Wales and Victoria 6 votes each; Queensland, South Australia, Western Australia 4 votes each; and Tasmania, Australian Capital Territory, Northern Territory 2 votes each. F. (i) Each Council of Social Service in each Australian State and Territory shall be entitled to elect one person to the Board of Governors. (ii) Each Council of Social Service in each Australian State and Territory must notify the name of the person that they have elected to the Board of Governors to the CEO prior to the annual general meeting. In the event of one such person being elected as President or Treasurer, the vacancy thus created on the Board of Governors shall be filled under Clause 28 (J). G. (i) The National Member Organisations, save those who are members of the Special Assembly, shall elect six members to the Board. When the number of candidates exceeds six, a secret postal ballot shall be

18 conducted by the returning officer appointed by the Board, with each National Member Organisations having one vote. (ii) (iii) The National Member Organisations which are members of the Special Assembly shall elect two members to the Board. When the number of candidates exceeds two, a secret postal ballot shall be conducted by the returning officer appointed by the Board, with each National Member Organisation having one vote. The method of election under Clause 28 (G) shall be the Hare Clark system of proportional representation as outlined by the Australian Proportional Representation Association as at October H. Election to the offices of President, Treasurer or to the Board of Governors shall be for a period of two years. The President, Treasurer and Board Members shall be eligible for three consecutive terms but thereafter, a period of two years must elapse before such persons shall be eligible for a further term of office, except where such a person is invited to fill a vacancy under Clause 28 (K). Any period served as a Board Member (but not as the President or Treasurer) prior to an election shall not be counted in determining the length of the term as President or Treasurer. Any period served as President or Treasurer shall not be counted in determining the length of the term as a Board Member. I. In the event of the position of President, Deputy President or Treasurer or Secretary becoming vacant, the vacancy shall be filled from among the Board Members and on the majority vote of those Board Members, until such time as the term of office of the person originally elected as President, Deputy President, Treasurer or Secretary (as applicable) expires. J. In the event of a vacancy on the Board of Governors of a seat elected by a Council of Social Service of an Australian State or Territory under Clause 28 (F), such vacancy shall be filled by nomination by that Council of Social Service until the expiry of the term of office of the person originally appointed to that seat. K. In the event of a vacancy on the Board of Governors of a seat elected by the National Member Organisations under Clause 28 (G), the Board of Governors shall invite a suitable person to fill the vacancy until the expiry of the term of office of the person originally elected to that seat. L. Persons nominated or elected under Clause 28 (J) or (K) may be nominated for re-election for a further three consecutive terms, but where the length of time served under the provision of those clauses has been over 12 months, such person may only be re-elected for a further two consecutive terms. M. As soon as practicable after its election, and if need be prior to taking up office under Clause 28 (A), an incoming Board is to elect two Deputy Presidents and a Secretary from among its Board Members.

19 N. In the event of the need to resolve a tie among two or more candidates under Clauses 28 (E), 28 (G), or 28 (M), the returning officer shall exclude the candidate with the fewest votes at the most recent round of distribution of preferences at which the candidates did not all have the same number of votes. Where this does not provide a non-tied vote, the returning officer is to continue to apply this exclusion principle to the smaller group of candidates with fewest votes at that point. Where the number of votes for all tied candidates has always been the same, the returning officer shall draw by lot the name of the candidate to be excluded next. O. An incoming Board of Governors may appoint up to two persons to be additional Board Members for specified periods up to the next Board election, provided that such appointments may not be made within one month immediately following the declaration of the outcome of a Board election. P. The immediate past-president shall also be an additional Board Member, exofficio, and may by invitation be a member of the Executive Committee, for one term immediately following the expiration of her or his term as President. Such an ex-officio appointment shall not be affected by limitations regarding eligibility for consecutive terms in Clause 28 (H). 28.A (1) The persons elected to the Board of Governors in the postal ballot held immediately prior to an AGM take office on the first day of January next following that election. (2) Subject to this constitution, such persons then continue as Board Members until the last day of the December following the next election. 29. A. The Board of Governors shall meet at least twice in each year and shall be responsible for the overall direction of policy, the allocation of resources in an annual budget and for ensuring that the aims of the Council are carried out. The Board of Governors shall control and manage the affairs of the Council and may exercise all functions that may be exercised by the Council other than those functions that are required by these Rules to be exercised by the Council in general meeting. The Board of Governors has power to perform all acts and do all things that appear to the Board of Governors to be necessary or desirable for the proper management of the affairs of the Council. B. The Board of Governors shall report at the annual general meeting on its activities during the year since the last annual general meeting and on its proposals for the Council s policy and program during the coming year. Unless the Board or Members at a general meeting otherwise determine, such reports are provided at the annual general meeting. C. A special Board meeting shall be convened as soon as is practicable, where a resolution calling for such a meeting is proposed by any two Board Members and is passed by a two-thirds majority of the Board Members. Where such a resolution is to be determined under Clause 48, it may be accompanied by statements in support of, and/or in opposition to, the resolution.

20 30. A. There shall be an Executive Committee to carry out the policy of the Board of Governors and act for the Board between the meetings of the Board and be responsible to the Board for those actions. B. The Executive Committee shall consist of the President, the two Deputy Presidents, the Treasurer, the Secretary and such other Board Members as the Board determines. A quorum shall be half the number of members of the Executive Committee. There shall be no right to exercise proxy votes in the Executive Committee. C. Any vacancy in the Executive Committee shall be filled by appointment by and from the Board of Governors. 31. The Board of Governors may by resolution of a two-thirds majority of Board Members remove any Board Member before the expiration of that Board Member s period of office, and may by an ordinary resolution appoint another person in that Board Member s stead; the person so appointed shall hold office only until the next annual general meeting. 32. The President or the Board of Governors may invite individuals, or representatives of departments and organisations to attend, as observers, meetings of Members, including the annual general meeting, a Board of Governors meeting and an Executive Committee meeting. Such observers may be permitted to advise and to participate in debate but may not vote. 33. The Board of Governors shall appoint or shall arrange to be appointed such staff as are needed by the Council from time to time and shall designate or arrange to be designated the terms of such appointments. One such position shall be the chief officer of the Council, with such title as the Board of Governors may from time to time determine, who, until the Board of Governors otherwise resolves, shall be designated 'CEO'. POWERS AND DUTIES OF THE BOARD OF GOVERNORS 34. A Board Member unable to attend a meeting may, by notifying the Council in writing, appoint a fellow Board Member as proxy to vote on that Board Member s behalf, provided that such proxy arrangement may not be made more than twice in any Board Member's term of office. 35. The business of the Council shall be managed by the Board of Governors who may pay all expenses incurred in promoting and registering the Council, and may exercise all such powers of the Council as are not required by the incorporation legislation or these Rules of Association to be exercised by the Council in a general meeting. Nevertheless, this Clause 35 is subject to these Rules of Association, the incorporation legislation and such regulations (being not inconsistent with the Rules of Association and the incorporation legislation) as may be prescribed by the Council in a general meeting; but no regulation made by the Council in a general meeting shall invalidate any prior act of the Board which would have been valid if that regulation had not been made.

21 36. A. The Board may exercise all the powers of the Council to borrow money and to mortgage or charge its property, or any part thereof, and to issue debentures and other securities whether outright or as security for any debt, liability, or obligation of the Council. B. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for money paid to the Council shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, by any two Board Members or in such other manner as the Board from time to time may determine. 37. The Board may from time to time establish such committees as it thinks fit with such powers and responsibilities as the Board shall determine. 38. The Board shall cause minutes to be made of all proceedings at all meetings of the Council and of the Board. Such minutes shall be signed by the Chairperson of the meeting at which the proceedings were held or by the Chairperson of the next succeeding meeting. 39. The Board shall appoint a Public Officer (who is a person resident in the Australian Capital Territory) for the purposes of the incorporation legislation. PROCEEDINGS OF THE BOARD OF GOVERNORS 40. The Board may meet together for the dispatch of business, adjourn and otherwise regulate its meetings as it thinks fit. 41. Subject to these Rules of Association, questions arising at any meeting of the Board shall be decided by a majority of votes. A determination by a majority of Board Members shall for all purposes be deemed a determination of the Board. In the case of an equality of votes the Chairperson of the meeting shall have a second or casting vote. 42. A quorum necessary for the transaction of any business of the Board shall be nine Board Members (or such greater number as may be fixed by the Board). 43. The President shall preside as Chairperson at every meeting of the Board, or if there is no President, or if at any meeting the President is not present within ten minutes after the time appointed for holding the meeting, a Deputy President shall be Chairperson or if a Deputy President is not present at the meeting then the Board Members may choose one of their number to be Chairperson. 44. The Board may delegate any of its powers to sub-committees consisting of such persons as they think fit. Any such sub-committee shall, in exercising its powers, conform to any regulations that may be imposed on it by the Board. 45. A sub-committee may elect a Chairperson for its meetings; if no such Chairperson is elected, or if at any meeting the Chairperson is not present within ten minutes after the

22 time appointed for holding the meeting, the sub-committee members present may choose one of their number to be Chairperson. 46. A sub-committee may meet and adjourn as it thinks proper. Questions arising at any sub-committee meeting shall be determined by a majority of votes of the sub-committee members present, and in the case of an equality of votes the Chairperson shall have a second or casting vote. 47. All acts done at any Board meeting, sub-committee meeting or by any person acting as a Board Member shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such member of the sub-committee or Board, or that the member of the Board or sub-committee were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a member of the Board or sub-committee. 48. A resolution in writing signed by all Board Members, for the time being entitled to receive notice of a meeting of the Board, shall be as valid and effectual as if it had been passed at a meeting of the Board duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more Board Members. CEO 49. The CEO shall be appointed by the Board for such term, at such remuneration and upon such conditions as the Board thinks fit; and any CEO so appointed may be removed by the Board. SEAL 50. The Board shall provide for the safe custody of the seal, which shall only be used by the authority of the Board or of the Executive Committee authorised. Every instrument to which the seal is affixed shall be signed by a Board Member and countersigned by the CEO or by a second Board Member or by some other person appointed by the Board for that purpose. ACCOUNTS 51. The Board shall cause proper accounting records and other records to be kept, and shall distribute copies of all financial statements (including every document required by law to be attached thereto) accompanied by a copy of the auditors' report as required by the incorporation legislation. The Board shall cause financial statements (made not more than six months before the date of the annual general meeting) to be made out and laid before each annual general meeting. 52. The Board shall from time to time determine at what times and places, under what conditions or regulations, the accounting records and other records of the Council shall be open to the inspection of Members (not being Board Members).No Member (not

23 being a Board Member) shall have any right of inspecting any account, book or paper of the Council except as conferred by incorporation legislation, Clause 11 of the Rules of Association, authorised by the Board or authorised by the Council at a general meeting. AUDIT 53. A properly qualified auditor or auditors shall be appointed with fixed remuneration and duties regulated in accordance with the incorporation legislation and Clause 11 of these Rules of Association. NOTICES 54. A notice may be given by the Council to any Member: A. by delivering it to the Member personally; or B. by sending it by pre-paid post to the registered address of the Member, or if the Member has no registered address, to the address, if any, supplied by that Member to the Council for the giving of notices; or C. by sending it by facsimile transmission, or other form of electronic transmission, to the address, if any, supplied by that Member to the Council for the giving of notices. INDEMNITY 55. Every Board Member, committee member, auditor, CEO and other officer for the time being of the Council shall be indemnified out of the assets of the Council for any liability arising out of the execution of duties incurred in defending any proceedings, whether civil or criminal, in which judgement is given in that person's favour or in which that person is acquitted or in connection with any application under the incorporation legislation in which relief is granted by the Court in respect of any negligence, breach of duty or breach of trust. NOTIFICATION OF PROPOSED ALTERATION OF RULES 56. A proposed alteration of the Rules of Association or Objects and Purposes of Association shall be notified to the Minister administering the Charitable Fundraising Act 1991 (NSW) in the manner required by the associated regulations. ESTABLISHMENT AND OPERATION OF PUBLIC FUND 57. Date of commencement Clauses 58 to 62 come into effect only as from a day to be decided by the Board.

24 58. Public Fund (a) (b) (c) The Council must maintain a public fund (hereafter called "Public Fund") for its objects as set out in Clause 2 of the Objects and Purposes of the Council. The Public Fund is called the ACOSS Fund. The Council must notify the Australian Taxation Office in writing of any change to its Objects and Purposes of Association or Rules of Association that materially affects the Public Fund. 59. Use of Public Fund The Council must ensure that: (a) (b) (c) (d) (e) (f) the Public Fund receives all gifts of money and property to the Council; all money (including interest, income or money from the sale of property) derived from money or property in the Public Fund is paid into the Public Fund; the Public Fund does not receive any money or property other than money or property described in Clauses 59(a) and 59(b); the Public Fund is only used to further the objects of the Council; a separate bank account is established and maintained for the Public Fund into which all money in the Public Fund will be paid and that members of the Public Fund Committee referred to in Clause 60 are the only signatories to the account; and the public is invited to make gifts to the Public Fund. 60. Public Fund management (a) (b) (c) (d) (e) The Public Fund must be administered by the Public Fund Committee, consisting of at least three persons. The Public Fund Committee must authorise the release of money from the Public Fund, manage the investment of the Public Fund, and authorise the sale of its assets. The Board must appoint the members of the Public Fund Committee. The Board may also remove members from the Public Fund Committee. The majority of the Public Fund Committee members must be Responsible Persons as defined in Clause 1. Subject to Clauses 58 to 62, the Board may specify: (1) the manner in which proceedings of the Public Fund Committee are to be conducted;

25 (2) that the release of money from the Public Fund authorised by the Public Fund Committee is in accordance with an annual operating plan and budget, as it may be amended from time to time to reflect updates and changes in operational priority, prepared by the Board; (3) the matters which the Public Fund Committee must have regard to in carrying out its functions; and (4) any other matters concerning the Public Fund Committee or its functions that the Board decides. (f) A member of the Public Fund Committee may not participate in discussions on, or vote on, a resolution where the member: (1) has or may have a direct or personal interest or a conflict of fiduciary duty in doing so; or (2) may benefit either directly or indirectly from doing so. That member must declare to the meeting the nature of his or her interest in the resolution. 61. Winding up of Public Fund (a) At the first occurrence of: (1) the winding up of the Public Fund; or (2) the Council ceasing to be a deductible gift recipient under Division 30 of the Income Tax Assessment Act 1997 (Cth), any surplus assets of the Public Fund must be transferred to a fund, authority or institution: any surplus assets of the Public Fund must be transferred to a fund, authority or institution: (3) which is charitable at law; and (4) gifts to which are deductible under Division 30 of the Income Tax Assessment Act 1997 (Cth). (b) (c) The identity of the fund, authority or institution must be decided by the Council. Where gifts to a fund, authority or institution are deductible only if, among other things, the conditions set out in the relevant table item in Subdivision 30-B of the Income Tax Assessment Act 1997 (Cth) are satisfied, a transfer under this Clause to that fund, authority or institution must be made in accordance with or subject to those conditions. 62. Receipts Receipts issued for gifts must state:

26 (a) (b) (c) the name of the Council; the fact that the receipt is for a gift; and the Australian Business Number of the Council.