1. NAME The ASSOCIATION CONSTITUTION of the POLONEUM EDUCATIONAL ADVANCEMENT CHARITABLE ENTITY INCORPORATED The name of the incorporated association is the POLONEUM Educational Advancement Charitable Entity Incorporated, also to be known as POLONEUM EDCATIONAL ACE Inc., or PEACE Inc., referred to herein as the association. The name of POLONEUM shall be written in capitals at all times. 2. DEFINITIONS "the Act" means the Associations Incorporation Act 1985 "AGM" means the Annual General Meeting "the association" means POLONEUM EDUCATIONAL ACE Inc. "association constitution" means the rules of the association "committee" means the committee of management of the association "general meeting" means a meeting of members of the association convened in accordance with these rules "the general community" means the general community of South Australia "member" means a member of the Committee "month" means a calendar month "special resolution" means a special resolution defined in the Act 3. OBJECTS The objects of the association are:- 3.1 promote advancement of education throughout the general community; 3.2 encourage the general community to responsibly implement benefits of the scientific and technological progress in their everyday lives; 3.3 support enterprises developed for the purpose of implementation of sciences and technologies beneficial for the general community and the natural environment; 3.4 identify and re-educate those persons in necessitous circumstances who by reason of their lack of familiarity with the English language or absence of acknowledged skills in Australia are unable to find or maintain employment; 3.5 do all such other things as may be incidental to the attainment of the objects. 4. POWERS The association shall have the powers conferred by section 25 of the Act, and in particular:- 4.1 to acquire, hold, deal with, dispose of, any real or personal property; 4.2 to administer any property on trust; 4.3 to open and operate bank accounts; Page 1 of 6
4.4 to invest money: 4.4.1 in any security, in which trust monies may, by Act of Parliament, be invested; 4.4.2 other manner authorised by the By-laws and the Policies of the association. 4.5 to borrow monies upon such terms and conditions as the association thinks fit; 4.6 to give such security for the discharge of liabilities incurred by the association as the association thinks fit; 4.7 to appoint agents to transact any business of the association on its behalf; 4.8 to enter into any contract if it considers necessary or desirable; 4.9 to regulate its own procedures in all matters relating to the exercise of its powers and authority. 5. MEMBERSHIP AND SPONSORSHIP 5.1 The Association shall have the non-membership structure, meaning that there is no other membership than that of the Management Committee of the Association and Committees and their sub- Committees or delegations it may appoint from time to time. 5.2 Members shall be persons who have agreed to accept the above objects, paid the prescribed membership fee and who: 5.2.1 have applied in writing for membership, 5.2.2 are accepted as members by majority vote of the committee. 5.3 Sponsors shall be persons or organisations who have agreed to accept the above objects and who: 5.3.1 have applied in writing for sponsorship, 5.3.2 have paid the prescribed sponsorship fee or otherwise contributed to the Counselling of the Association to the satisfaction of the committee, 5.3.3 are accepted as sponsors by majority vote of the Counselling Committee. 5.4 An organisation sponsor may appoint from its members a representative who may be admitted by the committee to vote on behalf of the organisation by means of a Proxy vote. 5.5 Membership and/or sponsorship may be suspended by not less than 2/3 (two-thirds) majority vote at the committee's General Meeting. 5.6 Any suspended member or sponsor may on not less than 2 (two) weeks written notice require the suspension to be considered at 1 (one) subsequent General Meeting of the committee. 5.7 The Association shall not be required to accept the renewal of membership or sponsorship of a suspended member or sponsor when renewal of membership or sponsorship of a suspended member or sponsor next falls due. Membership or sponsorship shall cease on: Resignation from a member or sponsor in writing delivered to the premises of the Association; Termination of employment by the Association; Non renewal by the committee of membership or sponsorship within the 9 months of expiry. Page 2 of 6
6. MANAGEMENT 6.1 Management shall be vested in the Management Committee of not less than 3 (three) nor more than 7 (seven) members. 6.2 This Management Committee shall be also referred to as the Counselling Committee or the Committee. 6.3 The employee may attend the committee's and other executive meetings and may vote on condition that he or she shall be excluded from voting and shall physically leave the room in which the voting takes place, each time the subject of the ballot is regarding his or her personal circumstances. 6.4 The Office Bearers of the Association shall be the Chairperson, Secretary and Treasurer who shall be elected by the members at the Annual General Meeting (AGM) prior to the election of the remainder of the committee members or failing such election, they shall be chosen by the General Meeting held within 1 (one) week following the AGM. 6.5 The committee shall meet as often as may be required to conduct the business of the Association and not less then 2 times each calendar year. 6.6 The Quorum shall be on 1/2 (one half) the number of the Association members. 6.7 The Quorum of the Special Resolution Meeting shall be on of 2/3 (67%) the number of the committee members. 6.8 The Chairperson or two other members of the committee shall have power to call a meeting of the committee. 6.9 Notice of meetings shall be given at the previous Committee meeting or by 7 (seven) days written notice distributed to the committee or in an emergency by such other notice as shall be ratified by the committee. 6.10 An Office Bearer or a member of the community shall cease to hold such office upon:- 6.10.1 Resignation in writing, 6.10.2 Suspension as a member of the Association; 6.10.3 Absence for 3 (three) successive meetings of the committee without explanation acceptable to the committee; 6.10.4 Majority vote of the Association at a General Meeting of the committee that the position will be declared vacant because the duties of the position have not been performed in a proper and acceptable manner provided that notice of motion to declare position vacant has been given to the members, and that the person the subject of the motion shall be provided with an opportunity to speak on the motion. 6.11 Vacancies unfilled or arising in the Office Bearers or other members of the committee may be filled by the committee by co-opting members for the unexpired remainder of the team. 6.12 The committee may function in validity not withstanding any vacancies so long as its number is not reduced below the Quorum. 6.13 The committee may appoint an Executive of the Office Bearers together with one other member of the committee who shall meet to carry out day-today business delegated by the committee and who shall report to the subsequent committee Meeting. 6.14 The committee may appoint Committees, sub-committees and/or delegations of members and nonmembers for purposes specified in a special resolution, who shall meet as they see fit or as directed by the committee and report to the committee. 6.15 The committee shall appoint the Public Officer who should notify the Corporate Affairs Commission of such appointment and who should file such other returns and notices should be required by the law. The Public Officer shall hold office until the committee appoints another person to the position. Page 3 of 6
6.16 The committee members must not vote in any decision in which they or a close associate have a financial interest and must not use their position to obtain any financial or other advantage for themselves or for a close associate. 6.17 No Office Bearer shall hold the same office for more than 3 (three) successive years. 6.18 The Register of the Office Bearers shall be available for the Authority at discretion of the Secretary. 7. GENERAL MEETINGS 7.1 The AGM shall be held at least once each calendar year and not more than 4 (four) months after the close of the financial year. 7.1 The business of the AGM shall be:- 7.2.1 To confirm the Minutes of the preceding AGM; 7.2.2 To receive the President's report for the previous year; 7.2.3 To receive the Treasurer s report and the audited financial statements for the previous financial year, together with the financial budget for the current financial year; 7.2.4 To elect or re-elect the committee members who must consent in person or in writing; 7.2.5 To conduct any other business placed on the Agenda before the commencement of the meeting. 7.2.6 A special General Meeting of the committee shall be called by the Secretary within 28 (twenty eight) days of receipt of a directive of the committee or a written request of 3 (three) the committee members or 6 (six) members specifying the business to be conducted at the meeting. 7.3 Written notice of not more than 28 (twenty eight) days and not less than 7 (seven) days of all General Meetings of the committee shall be displayed at the premises of the Association and distributed to all members of the committee who do not visit the premises regularly. 7.4 Members of the committee shall each be entitled to 1 (one) vote at any General Meeting of the committee at which they are present. 7.5 A quorum at any General Meeting of the committee shall be 10 (ten) members or 2/3 (two thirds) of the members of the committee whichever less is. 7.6 If at any General Meeting of the committee there is no quorum within 30 (thirty) minutes of the appointed time for the meeting then a majority of members of the committee present may decide to adjourn the meeting for a period not exceeding 14 (fourteen) days. The quorum for such adjourned meeting shall be reduced to 5 (five) failing which the meeting will lapse altogether. 8 VOTING 8.1 Voting shall be by show of hands except that: 8.1.1 Any contested election at the AGM or otherwise shall be secret ballot; 8.1.2 The AGM may by show of hands require any other vote to be secret ballot. 8.2 Persons with special interests or knowledge relevant to the Association may be invited to attend any meeting and to speak at the discretion of the Chairperson but such persons may not vote. 9 CHAIRPERSON 9.1 The Chairperson, also referred to as the President, shall ensure the safekeeping of the Common Seal, which shall be affixed only by the Special Resolution of the committee or of the AGM and in the presence of 2 (two) members of the committee including at least 1 (one) Office Bearer. Page 4 of 6
9.2 The Chairperson shall chair Executive General Meetings and AGM except that in the absence of the Chairperson or at the request of the Chairperson or of a majority of a meeting another member of the committee may be elected a chairperson for that meeting. 9.3 The Chairperson at any meeting within the Association shall have a personal deliberative and shall in addition have a casting vote if votes are equal. 9.4 The Chairperson together with the Secretary shall prepare the Agenda for the committee and General Meetings. 9.5 A chairperson of any meeting within the Association shall encourage full balanced participation by all participants and shall decide on matters of order. 9.6 Has the committee or the AGM appointed so, the Chairperson shall act as a Spokesperson of the Association. The Spokesperson shall make statements on behalf of the Association in accordance with previously agreed policies, or in an emergency, following consultation with at least 2 (two) members of the committee. 10 TREASURER 10.1 The Treasurer shall ensure that all monies received are paid into account authorised by the committee in the name of the Association. Payments shall be as petty cash or by cheque signed by at least 2 (two) authorised signatories of whom there shall be no more than 3 (three) appointed by the committee. Major or unusual expenditures shall be authorised in advance by the committee on the General Meeting. 10.2 The Treasurer shall ensure that records are kept of all receipts and payments and other financial transactions of the Association. Such records shall be available for inspection by any member of the committee. 10.3 The Treasurer shall ensure that financial budgets and statements are prepared and shall submit a report on the finances to each Meeting of the committee. 10.4 The Treasurer shall ensure that annual Financial Statements of the Association comprising either an account of receipts and payments and a statement of assets and liabilities or an account of income and expenditure and a balance sheet shall be prepared following the end of the Association's financial year, which shall commence on 1st July and end on 30 th June unless altered by a special resolution at the AGM. 10.5 The Treasurer shall ensure that annual Financial Statements of the Association are audited before the presentation to the AGM by an independent auditor who shall be appointed by the committee, provided that where the auditor is changed the Treasurer shall so inform the AGM in the Treasurer s Report. 11 SECRETARY 11.1 The Secretary shall ensure that the notice of meetings of the committee is given in accordance with provisions of this Constitution. 11.2 The Secretary shall ensure that records are kept in the Association including the Constitution, By-laws and Policies, the Register of Members, a register of Minutes of meetings and of notices, circulars and memorandums, a file of incoming and outgoing correspondence, and records of submissions or Reports made by or on behalf of the Association. 11.3 In the absence of the Secretary or at the request of the Secretary or of a majority of a meeting of the committee another member of the committee or participant of a meeting shall be elected as Minutes Secretary. 12 EMPLOYEES 12.1 An employee of the Association may be a member of the committee or any Committee, sub-committee or delegation of the Association. 12.2 A person performing, according to the committee, paid work for the Association on a regular substantial basis: 12.2.1 Shall not take part in any decisions relating to his/her paid work for the Association; Page 5 of 6
12.2.2 Shall remain absent from deliberations relating to himself/herself or any worker of the Association by virtue of Article 4 in this Constitution.. 13. AMENDMENT OF CONSTITUTION AND RULES 13.1 This Constitution, and/or any other Rules set for the Association, may be repealed or amended by the Special Resolution of 3/4 (three-fourths) of members of the committee present and voting at the General Meeting of the committee, of which not less than 7 (seven) days written notice including notice of the proposed repeal or amendment has been distributed to all members of the committee. 13.2 Rules for the proper administration of meetings or business of the committee may be made, repealed or amended by the committee subject to subsequent disallowance at the AGM, provided that not less than 7 (seven) days written notice including a notice of the proposed new rule, repeal or amendment has been distributed to all members of the committee. 13.3 Rules for administration of any other meetings or business conduct within the Association may be made, repealed or amended by the committee without being subject to subsequent disallowance at the AGM and on provision only that a notice including a written notice of the proposed new rule, repeal or amendment has been distributed to the participants of and prior to the meeting. 14 LIABILITIES AND PROPERTY 14.1 Persons who with the authority of the committee incur any debt or other liability on behalf of the Association shall have such liability met by the Association so that they may incur personal loss to the extent of his/her personal responsibility only, subject to assessment by the committee. 14.2 The income, property and funds of the Association shall be used solely towards the promotion of the objects of the Association and may be paid or transferred to members of the committee or their relatives or associates in any business or financial activity, or sponsors of the Association, or their relatives or associates in any business or financial activity, on provision that each such payment or transfer shall be decided by the committee in good faith in furtherance of the objects of the Association and executed by virtue of Article 4 in this Constitution. 15 DISSOLUTION AND WINDING-UP 15.1 On dissolution and/or winding-up of the Association all monies and property of the Association remaining after payment of all legal liabilities of the Association shall be transferred to such other body or bodies, which are formed for promoting similar objects to these of the Association's or for charitable objects as shall be approved by the committee or the Authorities, should the committee be incapacitated to take such decision, provided that: 15.1.1 Such other body shall also prohibit the distribution of income and property, in particular these acquired by the Association in a way of tax exemptions, government grants, allowances or allocations, and as a Gift Deductibility Recipient (GDR), to the members of the committee or their relatives or associates in any business or financial activity, or sponsors of the Association, or their relatives or associates in any business or financial activity, to the extent stated herein; and 15.1.2 The Association shall not be dissolved except by approval of not less than 3/4 (three-fourths) of the members of the committee present and voting at a meeting called for that purpose of which not less than 1 (one) calendar month s written notice including notice of the proposed dissolution has been distributed to all members of the committee. 15.2 If the Association shall have been approved pursuant to Section 78 of the Income Tax Assessment Act then such other body shall also be so approved; Page 6 of 6