East Brunswick Kindergarten and Childcare Centre Incorporated Constitution as at 21 November 2013 1) NAME RULES a) The name of the incorporated association is East Brunswick Kindergarten and Childcare Centre Incorporated 2) PURPOSE a) The purposes of the association are to provide a range of high quality education and care services to children in the 3-5 year age range in the local community. As a community based Centre we aim to achieve this by creating opportunities for all families involved in our service to participate in decision making, build social connections, gain access to community resources, discover their gifts and talents and contribute to the Centre and to their community. 3) INTERPRETATION a) In these rules unless the contrary intention appears: Association means East Brunswick Kindergarten and Childcare Centre Incorporated Committee means the Committee of Management of the Association Committee Member means a member of the Committee of Management elected in accordance with these rules Department means the Department of Early Education and Childhood Development (Victoria) Financial year means the year ending on the 31st December General Meeting means a general meeting of members convened in accordance with these rules Member means a member of the Association The Act means the Associations Incorporation Reform Act 2012 update The Regulations mean the regulations under the Act The Registrar means the Registrar of Incorporated Associations. 4) MEMBERSHIP a) The membership of the Association shall comprise: i) The parents or guardians of the children attending the Centre ii) Any interested citizen who applies for, and is granted, membership for one (1) year by the Committee b) No entrance fee or annual subscription is due c) The Secretary shall keep and maintain a record of membership d) Membership shall be reviewed annually in March e) The Association must have at least five (5) members Page 1 of 9
f) All members of the Association have the right to receive notice of general meetings, submit items for consideration, attend and be heard at, vote and receive minutes of general meetings 5) RESIGNATION OF MEMBERS a) A member of the Association may resign by first giving one (1) months notice in writing to the secretary of his/her intention to resign and upon expiration of that period of notice, the member shall cease to be a member b) A member is taken to have resigned if at the time of the annual general meeting they are not the parent or guardian of a child attending the Association c) A member granted membership under Clause 4a(ii) above, is taken to have resigned one year after the date of membership being granted d) As soon as practicable after a person ceases to be a member the Secretary shall make in the register of members an entry recording the date on which the member by who notice was given ceased to be a member 6) ANNUAL GENERAL MEETING a) The Association shall in each calendar year convene an annual general meeting of its members b) The annual general meeting shall be held within three (3) months of the end of the financial year c) The annual general meeting shall be specified as such in the notice of convening it d) The ordinary business of the annual general meeting shall be: i) to confirm the minutes of the last preceding annual general meeting and of any special general meetings held since then ii) to receive and consider from the Committee reports upon the activities and transactions of the Association during the last preceding financial year iii) to receive and consider the audited financial statements of the Association submitted by the Committee in accordance with Part 7 of the Act iv) to elect members of the Committee v) to appoint the Auditor(s) for the ensuing year; and vi) to appoint the Secretary of the Association e) The annual general meeting may transact special business of which at least fourteen (14) days written notice has been given f) The annual general meeting shall be in addition to any other general meeting that may be held in the same year g) At least fourteen (14) days notice of the annual general meeting shall be given to all members h) Ten (10) members personally present constitution a quorum for the transaction of business at the annual general meeting 7) SPECIAL GENERAL MEETING a) All general meetings other than the annual general meeting shall be called special general meetings Page 2 of 9
b) The Committee may, whenever it thinks fit, convene a special general meeting of the Association c) The Committee shall, on the requisition in writing of six (6) members, convene a special general meeting of the Association d) The requisition for a special general meeting shall state the business to be considered at the meeting and any resolutions being proposed and shall be signed by the members making the requisition and sent to the address of the Secretary e) If the Committee does not cause a special general meeting to be held within one (1) month after the date on which the requisition is sent to the address of the Secretary, the members making the requisition, or any of them, may convene a special general meeting to be held not later than three (3) months after the date on which the original request was made f) A special general meeting convened by members in pursuance of these rules shall be convened in the same manner as nearly as possible to that in which those meetings are convened by the Committee g) A quorum at a special general meeting shall be ten (10) members 8) NOTICE OF MEETING a) All general meetings of the Association shall be brought to the notice of the members by the Secretary, (or in the case of a special meeting convened in accordance with 7(c) the members convening the meeting), at least fourteen (14) days beforehand b) The notice must specify the date, time and place of the meeting and indicate the general nature of each item of business to be considered at the meeting c) No other business other than set out in the notice convening the meeting shall be transacted at the meeting 9) PROCEEDINGS AT MEETINGS a) All business that is transacted at a special general meeting and business that is transacted at the annual general meeting with the exception of that specially referred to in these rules as being the ordinary business of the annual general meeting shall be deemed to be special business b) No item of business shall be transacted at a general meeting unless a quorum of members entitled under these rules to vote is present during the time when the meeting is considering that item c) Ten (10) members personally present (being members entitled under these rules to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting d) If within half an hour after the appointed time for the commencement of a general meeting, a quorum is not present, the meeting i) if convened upon the requisition of members in accordance with 7(c) shall be dissolved and ii) in any other case shall stand adjourned for seven (7) days e) Notice of the date, time and place to which the meeting is adjourned must be given at the meeting and confirmed by notice to all members as soon as practicable after the adjournment f) 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 present (if not fewer than seven (7)) shall be a quorum g) The President, or in his/her absence, the Vice President shall preside as Chair at each general meeting of the Association Page 3 of 9
h) If the President and the Vice-President are absent from a general meeting, the members present shall elect one of their number to preside as Chair at the meeting i) On any question arising at a general meeting - i) each member who is entitle to vote has one vote ii) the question shall be decided on a majority of votes iii) all votes must be given personally j) If votes are divided equally on any question, the Chair of the meeting shall have a second or casting vote k) Unless a poll (votes cast in writing) is demanded by 3 or more members, the Chair may on the basis of a show of hands declare that a resolution has been - i) carried ii) carried unanimously iii) carried by a particular majority or iv) lost and an entry to that effect in the minutes of the meeting is conclusive proof of that fact l) If a poll is demanded the poll shall be conducted at the meeting in the manner determined by the Chair of the meeting 10) GRIEVANCE PROCEDURE a) The grievance procedure set out in this Division applies to disputes under these Rules between i) a member and another member ii) a member and the Committee iii) a member and the Association b) The parties to a dispute must attempt to resolve the dispute between themselves within 14 days of the dispute coming to the attention of each party c) If the parties to a dispute are unable to resolve the dispute between themselves within the time required the parties must within ten (10) days i) notify the Committee of the dispute; and ii) agree to or request the appointment of a mediator; and iii) attempt in good faith to settle the dispute by mediation d) The mediator must be i) a person chosen by agreement between the parties; or ii) in the absence of agreement (1) if the dispute is between a member and another member, a person appointed by the Committee; or (2) if the dispute is between a member and the Committee or the Association, a person appointed or employed by the Dispute Settlement Centre of Victoria. e) A mediator appointed by the Committee may be a member or former member of the Association but in any case must not be a person who i) has a personal interest in the dispute; or ii) is biased in favour of or against any party f) The mediator to the dispute, in conducting the mediation, must Page 4 of 9
i) give each party every opportunity to be heard; and ii) allow due consideration by all parties of any written statement submitted by any party; and iii) ensure that natural justice is accorded to the parties throughout the mediation process. g) The mediator must not determine the dispute h) If the mediation process does not resolve the dispute, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law 11) COMMITTEE OF MANAGEMENT a) The affairs of the Association shall be managed by a Committee of Management elected in accordance with these Rules b) The Committee: i) Shall control and manage the business and affairs of the Association ii) Subject to these rules, the regulations and the Act, has power to perform all such acts and things as appear to the Committee to be essential for the proper management of the business and affairs of the Association c) The Committee of Management shall consist of a President, Vice-President, Treasurer, Assistant Treasurer, Secretary and a minimum of two (2) ordinary members d) All members of the Committee shall be elected at the Annual General Meeting from the membership of the association. They shall be elected for a period of one (1) year and shall retire at the Annual General Meeting next following but shall be eligible for re-election e) If the number of nominations of candidates for election exceeds the number of vacancies to be filled, a ballot shall be held in such usual and proper manner as the Committee may direct f) All members of the Committee must notify the Secretary if they are unable to attend a meeting of which they are notified, and it is expected that Committee members should attend a minimum of seven (7) meetings each year (unless exceptional circumstances prevent their attendance). g) In the event of a vacancy occurring during the year, the Committee may fill the vacancy from the members of the Association, and the member shall hold office until the next annual general meeting h) A vacancy on the Committee occurs if: i) The position is not filled at the Annual General Meeting ii) A member ceases to be a member of the Association; or iii) A member resigns his/her office in writing to the secretary i) No member of the Committee shall be appointed to or retain any paid office of the Association while he/she is a member of the Committee j) No member of the Committee shall directly or indirectly supply goods or services to the Association where such goods or services can be satisfactorily obtained elsewhere locally k) No member of the Committee shall vote as a member of the Committee in respect of any contract or arrangement in which he/she has a financial interest, and if he/she does so vote his/her vote shall not be counted 12) POWERS AND DUTIES OF THE COMMITTEE OF MANAGEMENT a) The Committee may Page 5 of 9
i) Appoint and remove staff ii) Establish sub-committees consisting of members with terms of reference it considers appropriate iii) Delegate in writing to a Committee member, sub-committee or staff any of its powers or functions other than this power of delegation and any duty imposed on the Committee by the Act or any other law. b) The Committee is collectively responsible for ensuring the Association complies with the Act 13) PRESIDENT AND VICE PRESIDENT a) The President, or in the President s absence the Vice President, shall be the Chair of any general meetings and any Committee meetings 14) SECRETARY a) The Secretary must perform any duty or function required under the Act to be performed by the secretary of an incorporated association b) Additionally the Secretary shall i) Keep minutes of the resolutions and proceedings of each general and Committee meeting in an appropriate format together with a record of the names of persons present, and deal with correspondence and motions as directed and notify members of meetings ii) Maintain a register of members of the Association 15) TREASURER a) The Treasurer of the Association shall be responsible for i) Collecting and receiving all monies due to the Association and make all payments authorised by the Association; and ii) Keeping correct accounts and books showing the financial affairs of the Association with full details of all receipts and expenditure connected with the activities of the Association iii) Making all such accounts and books available for inspection by members iv) Preparing an annual budget for the Committee to approve before the commencement of each financial year v) The preparation of annual financial records for review in accordance with Clause 20 of these Rules at least two weeks prior to each Annual General Meeting. b) The Assistant Treasurer shall assist the Treasurer in carrying out their responsibilities. c) The Treasurer may delegate to an employed/contracted Book-keeper duties related to the receipt of monies and payment of expenses, preparation of accounts and annual budgets. However it remains the responsibility of the Treasurer to oversight and authorise these delegated duties. 16) PROCEEDINGS OF COMMITTEE a) The Committee shall meet at least once a month, except January, at such place and such time as the Committee may determine Page 6 of 9
b) Special meetings of the Committee may be convened by the President or by any four (4) of the members of the Committee c) Notice shall be given to members of the Committee of any special meeting specifying the general nature of the business to be transacted and no other business shall be transacted at such a meeting d) Any four (4) members of the Committee constitute quorum for the transaction of business at a Committee meeting e) At meetings of the Committee: i) The President or in his/her absence the Vice-President shall preside or ii) If the President and the Vice-President are absent, such one of the remaining members present shall preside f) Questions arising at the meeting of the Committee or of any sub-committee shall be determined by a show of hands or, if demanded by a member, by a poll taken in such manner as the person presiding at the meeting may determine g) Each member present at a meeting of the Committee or of any sub-committee is entitled to one (1) vote and, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote h) Notice of each Committee meeting shall be given to each member at least two (2) days before the date of the meeting i) Subject to sub-clause (d) the Committee may act notwithstanding any vacancy on the Committee j) Sub-committees may be formed by the Committee for fund-raising or other purposes, with membership drawn from members of the Association 17) REMOVAL OF A MEMBER OF COMMITTEE a) The Association in general meeting may, by resolution, remove any member of the Committee before the expiration of his/her term of office and appoint another member in his/her stead to hold office until the expiration of the term of the first-mentioned member b) Where the member to whom a proposed resolution is referred to in sub-clause 17(a) makes representations in writing to the Secretary or President of the Association and requests that they be notified to the members of the Association, the Secretary or the President may send a copy of the representations to each member of the Association or, if they are not sent, the member may require that they be read out at the meeting 18) FINANCE a) The funds of the Association may be derived from Kindergarten and Childcare attendance fees, donations, fund-raising activities, grants, interest and any other sources approved by the Committee b) The Association must maintain an account with a financial institution from which all expenditure of the Association is made and into which all of the Association's revenue is deposited c) Subject to any restrictions imposed by a general meeting of the Association, the Committee may approve expenditure on behalf of the Association d) The Committee may authorise the Treasurer to expend funds on behalf of the Association (including by electronic funds transfer) up to a specified limit without requiring approval from the Committee for each item on which the funds are expended Page 7 of 9
e) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by one (1) committee member and one (1) staff member appointed by the Committee as a responsible signatory f) All funds of the Association must be deposited into the financial account of the Association no later than five (5) working days after receipt g) With the approval of the Committee, the Treasurer may maintain a cash float provided that all money paid from or paid into the float is accurately recorded at the time of the transaction 19) FINANCIAL RECORDS a) The Association must keep financial records that i) correctly record and explain its transactions, financial position and performance; and ii) enable financial statements to be prepared as required by the Act iii) The Association must retain the financial records for seven (7) years after the transactions covered by the records are completed b) The Treasurer must keep in his or her custody, or under his or her control i) the financial records for the current financial year; and ii) any other financial records as authorised by the Committee c) The funds of the Association shall be lodged in such investments as are authorised by the Law for the time being in force for the investment of Trust Funds, or on deposit with a bank d) The Treasurer shall receive all monies and issue receipts for same, shall pay all accounts which have been passed for payment by the Committee, shall keep a proper record of all such receipts and payments and shall submit a financial report at each Committee meeting e) All accounts must be paid by cheque or alternative forms of electronic payment as put in place and approved by the Committee f) The financial year shall run from the 1 January to the 31 December next following 20) PREPARATION OF FINANCIAL STATEMENTS a) As soon as practicable after the end of each financial year the committee shall cause financial statements for that year to be prepared, reviewed by an independent person and submitted to the annual general meeting and certified and recorded in accordance with the requirements of the Act 21) ANNUAL RETURNS a) Within one (1) month following the annual general meeting each year, the Association shall lodge with the Registrar i) a copy of the financial statements of the association prepared for that year and ii) a copy of the Annual Report accompanied by a copy of the report of the review of the financial statements b) Within one (1) month following the annual general meeting each year, the Association shall lodge with Moreland City Council i) two (2) copies of the Annual Report accompanied by a copy of the report of the review of the financial statements 22) DISTRIBUTION OF ASSETS Page 8 of 9
a) The assets and income of the Association shall be applied solely in furtherance of its objects and no portion shall be distributed directly or indirectly to its members except as bona-fide compensation for services rendered or expenses incurred on behalf of the Association b) The Auditor(s) appointed shall be a member or members of some recognised institute of accountants, or if not such auditor is available, shall be a person sufficiently versed in business practice to carry out these duties capably 23) SEAL a) The Common Seal of the Association shall be kept in the custody of the Secretary b) The Common Seal shall not be used except on the authority of the Committee. The use of the Common Seal shall be witnessed by the signatures two (2) committee members 24) ALTERATION OF THE RULES a) No rule of the Association shall be repealed or amended and no new rule shall be made except by a two thirds majority vote at a general meeting b) Any alteration or new rules shall not come into effect until approved by the Registrar of Incorporated Associations 25) WINDING UP a) The Association shall not be dissolved or wound-up except by the consent of three-quarters of those present at a special meeting called especially for that purpose b) In the event of the Association being dissolved the amount that remains after such dissolution and the satisfaction of all debts and liabilities shall be transferred to another organisation with similar purposes which is not carried on for the profit or gain of its individual members c) In the event of the winding up or the cancellation of the incorporation of the Association the surplus assets of the Association must not be distributed to any members or former members of the Association 26) CUSTODY OF RECORDS a) Members may on request inspect free of charge, the register of members, the minutes of general meetings and financial records, books securities and any other relevant document of the Association including minutes of Committee meetings b) The Committee may refuse to permit inspection of records that relate to personal, employments, commercial or legal matters where to do so may be prejudicial to the interests of the Association c) The Secretary must ensure that all records and documents of the Association are appropriately and securely maintained Page 9 of 9