Associations Incorporation
Reform Act 2012
No. 20 of 2012
Authorised Version incorporating amendments as at 10 March 2021
Schedule 4
CONSTITUTION
OF
AUSTRALIAN HEALTH DESIGN COUNCIL INC.
(Updated March 2022 to include changes from 2017 and 2021 AGMs.)Content
Schedule 4
CONSTITUTION
OF
Content
Part 1 - Preliminary
1. Definitions
Part 2 – Purposes & Non-profit
2. Purposes
3. Non-profit
Part 3 - Membership
4. Membership generally
5. Nomination for membership
6. Cessation of membership
7. Membership entitlements not transferable
8. Resignation of membership
9. Register of members
10. Fees and subscriptions
11. Members’ liabilities
12. Resolution of disputes
13. Disciplining of members
14. Right of appeal of disciplined member
15. Other forms of membership
Part 4 - The committee
16. Powers of the committee
17. Composition and membership of committee
18. Election of committee members
19. Secretary
20. Treasurer
21. Casual vacancies
22. Removal of committee members
23. Committee meetings and quorum
24. Delegation by committee to sub-committee
25. Voting and decisions
Part 5 - General meetings
26. Annual general meetings - holding of
27. Annual general meetings - calling of and business at
28. Special general meetings - calling of
29. Notice
30. Quorum for general meetings
31. Presiding member
32. Adjournment
33. Making of decisions
34. Special resolutions
35. Voting
36. Proxy votes not permitted
Part 6 - Miscellaneous
38. Insurance
39. Funds - source
40. Funds - management
41. Change of name, objects and constitution
42. Custody of books etc.
43. Seal
44. Winding Up.
45. Inspection of books etc.
46. Service of notices
47. Financial year
Appendix 1 Application for membership of association
Part 1 - Preliminary
1. Definitions
(1)In this constitution:
Registrar means the Registrar of Incorporated Associations
committee means the committee of management of the Association;
general meetingmeans a general meeting of members convened in accordance with rule 12;
membermeans a member of the Association;
ordinary member of the committeemeans a member of the committee who is not an officer of the Association under rule 21;
Regulationsmeans regulations under the Act;
relevant documentshas the same meaning as in the Act;
the Actmeans the Associations Incorporation Act 1981;
AusHDC means “Australian Health Design Council”, the name of the Association;
(2)In this constitution:
(3)The provisions of the Interpretation of Legislation Act 1984 apply to and in respect of this constitution in the same manner as those provisions would so apply if this constitution were an instrument made under the Act.
Part 2 – Purposes & Non-profit
2. Purposes
The objectives of Australian Health Design Council (AusHDC) are:
3. Non-profit
The income and property of AusHDC whenever and however derived will be applied solely towards the promotion of the objectives of AusHDC as set out in this Constitution and no portion of it is to be transferred directly or indirectly by way of profit to Members. This does not prevent the payment in good faith:
Part 3 - Membership
4. Membership generally
(1)A person is eligible to be a member of the association if:
(2)A person is taken to be a member of the association if:
(3)A person is taken to be a member of the association if the person was one of the individuals on whose behalf an application for registration of the association was made.
5. Nomination for membership
Note: Criteria removed at AGM of 2017
6. Cessation of membership
A person ceases to be a member of the association if the person:
7. Membership entitlements not transferable
A right, privilege or obligation which a person has by reason of being a member of the association:
8. Resignation of membership
(1)A member of the association may resign from membership of the association by first giving to the secretary written notice of at least one month (or such other period as the committee may determine) of the member’s intention to resign and, on the expiration of the period of notice, the member ceases to be a member.
(2)If a member of the association ceases to be a member under subclause (1), and in every other case where a member ceases to hold membership, the secretary must make an appropriate entry in the register of members recording the date on which the member ceased to be a member.
9. Register of members
(1)The public officer of the association must establish and maintain a register of members of the association specifying the name and postal or residential address of each person who is a member of the association together with the date on which the person became a member.
(2)The register of members must be kept in Victoria:
(3)The register of members must be open for inspection, free of charge, by any member of the association at any reasonable hour.
(4)A member of the association may obtain a copy of any part of the register on payment of a fee of not more than $1 for each page copied.
(5)If a member requests that any information contained on the register about the member (other than the member’s name) not be available for inspection, that information must not be made available for inspection.
(6)A member must not use information about a person obtained from the register to contact or send material to the person, other than for:
10. Fees and subscriptions
(1)A member of the association must, on admission to membership, pay to the association a fee of $1 or, if some other amount is determined by the committee, that other amount.
(2)In addition to any amount payable by the member under subclause (1), a member of the association must pay to the association an annual membership fee of $2 or, if some other amount is determined by the committee, that other amount:
11. Members’ liabilities
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 10.
12. 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 mediator appointed or employed by the Dispute Settlement Centre of Victoria (Department of Justice).
(2)If a dispute is not resolved by mediation within 3 months of the referral to the Dispute Settlement Centre of Victoria, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.
13. Disciplining of members
(1)A complaint may be made to the committee by any person that a member 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:
(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 submissions 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 7 days after the action is taken, cause written notice to be given to the member of the action taken, of the reasons given by the committee for having taken that action and of the member’s right of appeal under clause 14.
(6)The expulsion or suspension does not take effect:
14. 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 13, within 7 days after notice of the 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):
(5)The appeal is to be determined by a simple majority of votes cast by members of the association.
15.Other forms of membership
(1)Other forms of member relationship shall be provided to organisations in the form of individual and corporate partnerships at the discretion of the Committee.
Part 4 - The committee
16. Powers of the committee
Subject to the Act, the Regulation and this constitution and to any resolution passed by the association in general meeting, the committee:
17. Composition and membership of committee
(1)The committee is to consist of:
(2)The total number of committee members is to be 9 plus the position of past president – 10 in total.
(3)The office-bearers of the association are as follows:
(4)A committee member may hold up to 2 offices (other than both the president and vice-president offices).
(5) a) The length of appointment for each Committee member is to be three (3) years, from date of appointment, but is eligible for re-election.
b) Committee members will sequentially complete appointment, to ensure that 33% only of total number of committee membership will change in any given year.
18. Election of committee members
(1)Nominations of candidates for election as office-bearers of the association or as ordinary committee members:
(2)If insufficient nominations are received to fill all vacancies on the committee, the candidates nominated are taken to be elected and further nominations are to be received at the annual general meeting.
(3)If insufficient further nominations are received, any vacant positions remaining on the committee are taken to be casual vacancies.
(4)If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated are taken to be elected.
(5)If the number of nominations received exceeds the number of vacancies to be filled, a ballot is to be held.
(6)The ballot for the election of office-bearers and ordinary committee members of the committee is to be conducted at the annual general meeting in such usual and proper manner as the committee may direct.
(7)A person nominated as a candidate for election as an office-bearer or as an ordinary committee member of the association must be a member of the association.
19. Secretary
(1)The secretary of the association must, as soon as practicable after being appointed as secretary, lodge notice with the association of his or her address.
(2)It is the duty of the secretary to keep minutes of:
(3)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. Treasurer
It is the duty of the treasurer of the association to ensure:
21. Casual vacancies
(1)In the event of a casual vacancy occurring in the membership of the committee, the committee may appoint a member of the association to fill the vacancy and the member so appointed is to hold office, subject to this constitution, until the conclusion of the annual general meeting next following the date of the appointment.
(2)A casual vacancy in the office of a member of the committee occurs if the member:
22. Removal of committee members
(1)The association in general meeting may by resolution remove any member of the committee from the office of member before the expiration of the member’s term of office and may by resolution appoint another person to hold office until the expiration of the term of office of the member so removed.
(2)If a member of the committee to whom a proposed resolution referred to in subclause (1) relates makes representations in writing to the secretary or president (not exceeding a reasonable length) and requests that the representations 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 the representations are not so sent, the member is entitled to require that the representations be read out at the meeting at which the resolution is considered.
23. Committee meetings and quorum
(1)The committee must meet at least 3 times in each period of 12 months at such place and time as the committee may determine.
(2)Additional meetings of the committee may be convened by the president or by any member of the committee.
(3)Oral or written notice of a meeting of the committee must be given by the secretary to each member of the committee at least 48 hours (or such other period as may be unanimously agreed on by the members of the committee) before the time appointed for the holding of the meeting.
(4)Notice of a meeting given under subclause (3) must specify the general nature of the business to be transacted at the meeting and no business other than that business is to be transacted at the meeting, except business which the committee members present at the meeting unanimously agree to treat as urgent business.
(5)Any 5 members of the committee constitute a quorum for the transaction of the business of a meeting of the committee.
(6)No business is to be transacted by the committee unless a quorum is present and if, within half an hour of the time appointed for the meeting, a quorum is not present, the meeting is to stand adjourned to the same place and at the same hour of the same day in the following week.
(7)If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting is to be dissolved.
(8)At a meeting of the committee:
24. Delegation by committee to sub-committee
(1)The committee may, by instrument in writing, delegate to one or more sub-committees (consisting of such member or members of the association as the committee thinks fit) the exercise of such of the functions of the committee as are specified in the instrument, other than:
(2)A function the exercise of which has been delegated to a sub-committee under this clause may, while the delegation remains unrevoked, be exercised from time to time by the sub-committee in accordance with the terms of the delegation.
(3)A delegation under this clause may be made subject to such conditions or limitations as to the exercise of any function, or as to time or circumstances, as may be specified in the instrument of delegation.
(4)Despite any delegation under this clause, the committee may continue to exercise any function delegated.
(5)Any act or thing done or suffered by a sub-committee acting in the exercise of a delegation under this clause has the same force and effect as it would have if it had been done or suffered by the committee.
(6)The committee may, by instrument in writing, revoke wholly or in part any delegation under this clause.
(7)A sub-committee may meet and adjourn as it thinks proper.
25. Voting and decisions
(1)Questions arising at a meeting of the committee or of any sub-committee appointed by the committee are to be determined by a majority of the votes of members of the committee or sub-committee present at the meeting.
(2)Each member present at a meeting of the committee or of any sub-committee appointed by the committee (including the person presiding at the meeting) is entitled to one vote but, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.
(3)Subject to clause 23 (5), the committee may act despite any vacancy on the committee.
(4)Any act or thing done or suffered, or purporting to have been done or suffered, by the committee or by 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.
Part 5 - General meetings
26. Annual general meetings - holding of
(1)The association must hold its first annual general meeting within 18 months after its registration under the Act.
(2)The association must hold subsequent annual general meetings within 5 months after the close of the association’s financial year.
27. Annual general meetings - calling of and business at
(1)The annual general meeting of the association is, subject to the Act and to clause 26, to be convened on such date and at such place and time as the committee thinks fit.
(2)In addition to any other business which may be transacted at an annual general meeting, the business of an annual general meeting is to include the following:
(3)An annual general meeting must be specified as such in the notice convening it.
28. Special general meetings - calling of
(1)The committee may, whenever it thinks fit, convene a special general meeting of the association.
(2)The committee must, on the requisition in writing of at least 5 per cent of the total number of members, convene a special general meeting of the association.
(3)A requisition of members for a special general meeting:
(4)If the committee fails to convene a special general meeting to be held within 1 month after that date on which a requisition of members for the meeting is lodged with the secretary, any one or more of the members who made the requisition may convene a special general meeting to be held not later than 3 months after that date.
(5)A special general meeting convened by a member or members as referred to in subclause (4) must be convened as nearly as is practicable in the same manner as general meetings are convened by the committee.
29. Notice
(1)Except if the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary must, at least 14 days before the date fixed for the holding of the general meeting, give a notice to each member specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting.
(2)If the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary must, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be given to each member specifying, in addition to the matter required under subclause (1), the intention to propose the resolution as a special resolution.
(3)No business other than that specified in the notice convening a general meeting is to be transacted at the meeting except, in the case of an annual general meeting, business which may be transacted under clause 27 (2).
(4)A member desiring to bring any business before a general meeting may give notice in writing of that business to the secretary who must include that business in the next notice calling a general meeting given after receipt of the notice from the member.
30. Quorum for general meetings
(1)No item of business is to be transacted at a general meeting unless a quorum of members entitled under this constitution to vote is present during the time the meeting is considering that item.
(2) Seven members present (being members entitled under this constitution to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.
(3)If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting:
(a)if convened on the requisition of members, is to be dissolved, and
(b)in any other case, is to stand adjourned to the same day in the following week at the same time and (unless another place is specified at the time of the adjournment by the person presiding at the meeting or communicated by written notice to members given before the day to which the meeting is adjourned) at the same place.
(4)If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being at least 3) are to constitute a quorum.
(1)The president or, in the president’s absence, the vice-president, is to preside as chairperson at each general meeting of the association.
(2)If the president and the vice-president are absent or unwilling to act, the members present must elect one of their number to preside as chairperson at the meeting.
32. Adjournment
(1)The chairperson of a general meeting at which a quorum is present may, with the consent of the majority of members present at the meeting, adjourn the meeting from time to time and place to place, but no business is to be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
(2)If a general 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 place, date and time of the meeting and the nature of the business to be transacted at the meeting.
(3)Except as provided in subclauses (1) and (2), notice of an adjournment of a general meeting or of the business to be transacted at an adjourned meeting is not required to be given.
33. Making of decisions
(1)A question arising at a general meeting of the association is to be determined by either:
(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 of hands, been carried or carried unanimously or carried by a particular majority or lost, or an entry to that effect in the minute book of the association, is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution.
(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.
34. Special resolutions
A special resolution may only be passed by the association in accordance with section 29 of the Act.
35. Voting
(1)On any question arising at a general meeting of the association a member has one vote only.
(2)In the case of an equality of votes on a question at a general meeting, the chairperson of the meeting is entitled to exercise a second or casting vote.
(3)A member is not entitled to vote at any general meeting of the association unless all money due and payable by the member to the association has been paid.
(4)A member is not entitled to vote at any general meeting of the association if the member is under 18 years of age.
36. Proxy votes not permitted
Proxy voting must not be undertaken at or in respect of a general meeting.
Part 6 - Miscellaneous
38. Insurance
The association may effect and maintain insurance.
39. Funds - source
(1)The funds of the association are to be derived from entrance fees and annual subscriptions of members, donations and, subject to any resolution passed by the association in general meeting, 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 must, as soon as practicable after receiving any money, issue an appropriate receipt.
40. Funds - management
(1)Subject to any resolution passed by the association in general meeting, the funds of the association are to be used in pursuance of the objects of the association in such manner as the committee determines.
(2)All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by any 2 members of the committee or employees of the association, being members or employees authorised to do so by the committee.
41. Change of name, objects and constitution
An application to the Registrar for registration of a change in the association’s name, objects or constitution in accordance with section 13 of the Act is to be made by the secretary.
42. Custody of books etc.
Except as otherwise provided by this constitution, the public officer must keep in his or her custody or under his or her control all records, books and other documents relating to the association.
43. Seal
(1) The common seal of the Association must be kept in the custody of the Secretary.
(2) 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.
44. Winding Up.
In the event of the winding up or the cancellation of the incorporation of the Association, the assets of the Association must be disposed of in accordance with the provisions of the Act.
45. Inspection of books etc.
(1)The following documents must be open to inspection, free of charge, by a member of the association at any reasonable hour:
(2)A member of the association may obtain a copy of any of the documents referred to in subclause (1) on payment of a fee of not more than $1 for each page copied.
46. Service of notices
(1)For the purpose of this constitution, a notice may be served on or given to a person:
(2)For the purpose of this constitution, a notice is taken, unless the contrary is proved, to have been given or served:
47. Financial year
The financial year of the association is:
Appendix 1 Application for membership of association
APPLICATION FOR MEMBERSHIP OF ASSOCIATION
.......................................................................................................................................
[name of association]
Incorporated (incorporated under the Associations Incorporation Act 1981)
I, ....................................................................................................................................
[full name of applicant]
of ...................................................................................................................................
[address]
.......................................................................................................................................
[occupation]
hereby apply to become a member of the abovenamed incorporated association. In the event of my admission as a member, I agree to be bound by the constitution of the association for the time being in force.
.........................................................................................………....................................
Signature of applicant Date
I, ....................................................................................................................................
[full name]
a member of the association, nominate the applicant for membership of the association.
.........................................................................................………....................................
Signature of proposer Date
I, ....................................................................................................................................
[full name]
a member of the association, second the nomination of the applicant for membership of the association.
.........................................................................................………....................................
Signature of seconder Date