BACK PAIN RELIEF ASSOCIATION (January 2004)
1. Name
2. Aims & Objectives
3. Non Profit Clause
4. Powers of the Association
5. Membership
6. By-Laws
7. Alteration of Rules
8. Common Seal
9. Funds & Accounts
10. Financial Year
11. Association Meetings
12. Dissolution Clause
1. NAME
BACK PAIN RELIEF ASSOCIATION
2. AIMS AND OBJECTIVES OF THE BACK PAIN RELIEF ASSOCIATION
(2.1) To provide for the prevention of disease and gentle relief of pain and distress associated with the disability of back pain, joint pain and other conditions of ill health including but not limited to quadriplegia, hemiplegia, scoliosis, sciatica and canal stenosis using natural healing methods.
(2.2) To research into the causes and gentle relief of physical pain, emotional trauma and mental stress of back pain, joint pain and other conditions of ill health using natural healing methods.
(2.3) To educate people in the gentle relief of physical pain, emotional trauma and mental stress of back pain, joint pain and other conditions of ill health, using natural methods for the relief of back pain, joint pain and other conditions of distress and ill health.
(2.4) To provide care and assistance and to form support groups for people with the disability of back pain, joint pain and other conditions of disease and distress and ill health.
(2.5) To educate people in the cautions and possible cautions, and how to test and monitor for overuse on an individual basis, of any nourishment or healing, sporting, artistic or cultural endeavour and to stimulate debate on the philosophy and practice of natural and self-healing methods for back pain, joint pain and other conditions of distress and ill health.
(2.6) To set up altruistic bursaries, prizes, scholarships and funds to reward academic excellence in the research and promotion of natural and self-healing methods for back pain, joint pain and other conditions of distress and to assist students who wish to study natural health methods for the relief of back pain, joint pain and other conditions of distress and ill health.
(2.7) To set up a charitable gift fund to receive donations for the research, promotion, education and work of using gentle methods for the relief of back pain, joint pain and other conditions of distress and ill health.
(2.8) To benefit the community by undertaking charitable activities which assist those who are suffering from disease and distress of back pain and other conditions of ill health.
3. NON-PROFIT CLAUSE
(3.1) The income and assets of the Back Pain Relief Association Ltd are for charitable purposes and shall be applied solely in furtherance of its above-mentioned objects and no portion shall be distributed directly or indirectly to the members of the association except as bona fide compensation for services rendered or expenses incurred on behalf of the Association.
4. POWERS OF THE BACK PAIN RELIEF ASSOCIATION LTD
(4.1) Powers of the Association The Back Pain Relief Association Ltd (hereafter called the Association) shall be a public company limited by guarantee and shall have the powers equivalent to an individual. For example, the association may:
(a) enter into contracts; and borrow money and issue debentures and secured and unsecured notes; and
(b) acquire, hold, deal and dispose of property; and
(c) make charges for services and facilities it supplies;
(d) and do other things necessary or convenient to be done in carrying out its affairs.
The Association may take over the funds and other assets and liabilities of the unincorporated association known as the Back Pain Relief Association.
A word or expression that is not defined in these rules of association, but is defined in the Corporations Act 2001 (hereafter called the Act) has, if the context permits, the meaning given in the Act.
The Association will comply with reporting, accounting and accountability requirements of the Corporations Act 2001.
(4.2) Powers of Directors The Association shall be managed by at least three (3) Directors and a company Secretary who may also be one of the at least three (3) Directors.
Initially, Directors are to be appointed by a majority vote of existing members of the unincorporated Back Pain Relief Association and the appointment is to be ratified at the first meeting of the Association.
Thereafter, Directors are appointed at the Annual General Meeting of the Association, except where a replacement Director is appointed whose maximum appointment shall be until the next Annual General Meeting of the Association.
The business of the Association is to be managed by or under the direction of the Directors. The Directors may exercise all the powers of the Association except any powers that the Corporation Act 2001 or this Constitution requires the Company to exercise in a General, Special or Annual General Meeting.
The Directors shall have authority to interpret the meaning of the rules of the Association and any matter relating to the Association on which the rules of the Association are silent.
The Directors will have their minuted decisions, approved or ratified at General Meetings of the Association by way of formal resolutions except where the Corporations Act 2001 specifies another method.
Resolutions shall consist of;
(a) Ordinary Resolutions, for example,
- election/re-election of Directors
- appointment of auditor
- acceptance of reports
- strategic or commercial decisions
Ordinary Resolutions shall be decided on a simple majority vote by members.
(b) Special Resolutions, for example,
- change of name
- change of company type
- alterations to the Constitution
- appeals to membership rejection/termination
Special Resolutions shall be decided by at least a 75% majority vote by members entitled to vote.
The Directors may appoint persons as required, to serve on a management advisory committee and/or sub-committees, to work on specific projects and at least one (1) Director must serve on each sub-committee which must report back to the Association.
(4.3) Director interested in contract If a Director of the Association has a matter that with the Association relates to the affairs of the Association and:
(a) the Director discloses the nature and extent of the interests in its relation to the affairs of the Association at a meeting of Directors; or
(b) the interest is one that does not need to be disclosed under the Corporation Act 2001, then
(c) the Director may vote on matters that relate to the interest; and
(d) any transactions that relate to the interest may proceed; and
(e) the Director may retain benefits under the transaction even though the director has the interest; and
(f) the Association cannot avoid the transaction merely because of the existence of the interest.
If disclosure is required under the Corporations Act 2001, paragraph (e) and (f) apply only if the disclosure is made before the transaction is entered in to.
Note: A Director may need to give notice to the other Directors if the Director has material personal interest in a matter relating to the affairs of the Association.
(4.4)Executing negotiable instruments Any two (2) Directors of the Association may sign, draw, accept, endorse or otherwise execute a negotiable instrument. The Directors may determine that a negotiable instrument may be signed, drawn, accepted, endorsed or otherwise executed in a different way.
(4.5) Managing Director The Directors of the Association may confer on a Managing Director any of the powers that the Directors can exercise. The Directors may revoke or vary a conferral of powers on the Managing Director.
(4.6) Members may appoint Director The members may appoint a person as a Director by resolution passed in a General Meeting of the Association.
(4.7) Directors may appoint other The Directors of the Association may appoint Director a person as a Director. A Director can be appointed as a Director in order to make up a quorum for a Directors meeting even if the total number of Directors of the Association is not enough to make up that quorum.
The appointment must be confirmed by resolution at the next meeting of the Association.
(4.8) Appointment of Managing The Directors of the Association may appoint
Directors one (1) or more of themselves to the office of Managing Director of the Association for the period, and on the terms (including as to remuneration), as the Directors see fit.
(4.9) Alternate Directors With the other Directors’ approval, a Director may appoint an alternate to exercise some or all of the Director’s powers for a specified period. The appointment and terms of appointment must be notified to ASIC and ratified at the next general meeting of the Association.
(4.10) Non-remuneration of The Directors of the Association are not to be paid any
Directors remuneration for their work as Directors. (The Association may pay travelling expenses and other expenses incurred in attending meetings and in conjunction with operating the Association’s business.) The Directors are required to approve all other payments to the Association’s Directors.
(4.11) Director may resign by A Director of the Association may resign as a giving written notice Director of the Association by giving a written notice of resignation to the Association at its registered office.
(4.12) Terminating the appointment A person ceases to be a Managing Director if they of the Managing Director cease to be a Director. The Directors may revoke or vary an appointment of a Managing Director.
(4.13) Terms of office determined The Secretary must be a member of the Association by Directors and holds office on the terms and conditions (including the remuneration) that the Directors determine.
(4.14) Circulating resolutions The Directors of the Association may pass a resolution without a Directors Meeting being held if all the Directors entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document.
(4.15) Calling Directors Meetings A Directors Meeting may be called by a Director giving reasonable notice individually to every other Director. A Director who has appointed an alternate Director may ask for the notice to be sent to the alternate Director.
(4.16) Chairing Directors Meetings The Directors may elect a Director to chair their meetings. The Directors may determine the period for which the Director is to be the chair. The Directors must elect a Director present to chair a meeting or part of it, if:
(a) a Director has not already been elected to chair the meetings; and
(b) a previously elected chair is not available or declines to act, for the meeting or the part of the meeting.
(4.17). Quorum at Directors Unless the Directors determine otherwise, the quorum
Meetings for a Directors Meeting is two (2) Directors and the quorum must be present at all times.
(4.18) Passing of Directors A resolution of the Directors must be passed by a resolutions majority of the votes cast by Directors entitled to vote on the resolution. The chair has the casting vote, if necessary, in addition to any vote they have in their capacity as a Director.
(4.19) Minutes of Directors Minutes of Directors Meetings signed by the Meetings Managing Director must be kept and a copy held at the registered offices of the Association.
5. MEMBERSHIP
(5.1) Members A person who, on the day the Association is
Incorporated, was a member of the unincorporated Back Pain Relief Association and who, on or before a day fixed by the Directors, agrees in writing to become a member of the Association, must be admitted by the Directors to the same class of membership of the Association as the member held in the unincorporated association.
(5.2) Applying for membership An applicant for membership of the Association other than the members of the unincorporated association mentioned in subsection 4.1 must be proposed by one (1) member of the Association (the proposer) and seconded by another member (the seconder).
(5.3) Application form An application for membership to the Association must be
(a) in writing; and
(b) signed by the applicant and the applicant’s proposer and seconder; and
(c) in the form decided by the Directors
(5.4) Class of membership The classes of membership of the association shall be unlimited in number and consist of any of the following classes of membership:
(a) ordinary members
- must be over 18 years of age
- may exercise a vote at General, Special and Annual General Meetings of the Association
- may serve as a Director of the Association
- may pay the annual membership fee.
(b) associate members
- may be under or over 18 years of age
- may not exercise a vote at meetings or become a Director of the Association
- must pay the annual associate membership fee
(c) life members
- must make a highly significant contribution over a number of years to the association
- must be over 18 years of age
- may vote at the meetings of the Association
(d) honorary members
- must be over 18 years of age
- must be providing voluntary services to the Association
- may not vote at meetings or become a Director
(5.5) Membership fee The membership fee for each class of membership is the amount decided by the members from time to time at a General Meeting of the Association and is payable annually in a way decided by the Directors.
(5.6) Confirmation of membership The Directors and any management committee must consider and accept or reject an application for membership at the next meeting of the Association after it receives a written and endorsed application plus a suitable membership fee.
A majority of members present at the meeting voting for a particular applicant who has complied with the membership rules, means that the application for the class of membership applied for will be accepted and the association Secretary must, as soon as practicable give written notice to the applicant.
(5.7) Membership resignation A member may resign from the Association by giving written notice of resignation addressed to the Association’s registered office.
The resignation takes effect on either the day and time that the resignation notice is received or the date stated on the resignation (if it is a later date).
The Directors and any management committee may terminate a member’s membership if the member is convicted of an indictable offence; does not comply with the rules of the Association; has membership fees in arrears for over three (3) months or; conducts themselves in a way considered to be injurious or prejudicial to the character or interests of the Association.
Before terminating a membership the Directors and any management committee must give the member a full and fair opportunity to show why their membership should not be terminated.
If after consideration of the representations made by a member, the membership is still being terminated, the Directors and any management committee must advise the member in writing of the decision.
(5.8) Membership appeals A person whose application for membership has been rejected , or whose membership has been terminated may appeal the decision by applying in writing for an appeal to the decision and a meeting to decide the appeal must be scheduled within three (3) months.
At a meeting to decide the appeal, a member must be given an opportunity to present why their appeal should be upheld and a member of the committee who declined or terminated the application for membership must be given an opportunity to present why the membership should be declined or terminated.
(5.9) Register of Members The Directors must cause an up-to-date register of members to be kept at the registered office of the Association.
(5.10) Calling a meeting of A Director may call a meeting of the members and a members member may request in writing a meeting of members which shall be at the discretion of the Directors.
(5.11) Notice to joint members Notice to joint members must be given to the joint member named first in the register of members.
(5.12) When notice by post or A notice of meeting sent by post is taken to be given fax is given three (3) days after it is posted. A notice of meeting sent by fax, or other electronic means, is taken to be given on the business day after it is sent.
(5.13) Notice of adjourned meetings When a meeting is adjourned, new notice of the resumed meeting must be given if the meeting is adjourned for one month or more.
(5.14) Quorum The quorum for a meeting of the Association’s members is two (2) members and the quorum must be present at all times during the meeting.
(5.15) Chairing meetings of members The Directors may elect an individual to chair meetings of the Association’s members.
(5.16) Business of adjourned meetings Only unfinished business is to be transacted at a meeting resumed after the adjournment.
(5.17) Who can appoint a proxy? A member of the Association who is entitled to (proprietary co. only) attend and cast a vote at a meeting of the members may appoint a person as the member’s proxy to attend and vote for the member at the meeting.
(5.18) Proxy vote valid even if Unless the Association has received written notice member dies, revokes of the matter before the start or resumption of the appointment, etc. meeting at which a proxy votes, a vote cast by the proxy will be valid even if, before the proxy votes:
(a) the appointing member dies; or
(b) the member is mentally incapacitated; or
(c) the member revokes the proxy’s appointment; or
(d) the member revokes the authority under which the proxy was appointed by a third party
A proxy’s authority to vote is suspended while the member is present at the meeting.
(5.19) How many votes a (a) on a show of hands each member has one vote;
member has and
(b) on a poll each member has one vote
(5.20) Objection to right to vote A challenge to a right to vote of a member at a meeting of the Association may only be made at the meeting and must be determined by the chair, whose decision is final.
(5.21) How voting is carried out A resolution put to the vote at a meeting of the Association’s members must be decided on a show of hands unless a poll is demanded. Before a vote is taken the chair must inform the meeting whether any proxy votes have been received and how the proxy vote must be cast.
On show of hands, a declaration by the chair is conclusive evidence of the result provided that the declaration reflects the show of hands and the votes the proxies received. Neither the chair nor the minutes need to state the number or proportion of the votes recorded in favour or against.
(5.22) When and how polls must A poll demanded on a matter other than the election be taken of a chair or the question of an adjournment must be taken when and in the manner the chair directs. A poll on the election of a chair or on the question of an adjournment must be taken immediately.
6. BY-LAWS
(6.1) Making By-Laws The Directors may make, amend or repeal by-laws, not inconsistent with the rules of the Association, for the internal management of the Association.
(6.2) Repealing By-Laws A by-law may be set aside by a vote of members at a General Meeting of the Association.
7. ALTERATION OF RULES
(7.1) Rule alteration Subject to the Corporations Act 2001 the rules of this Constitution may be amended, repealed or added to by a Special Resolution carried at a General Meeting of the Association.
(7.2) Rule amendment Any amendment, repeal or addition to the rules is only valid if it has been registered by the Directors.
8. COMMON SEAL
(8.1) Common Seal The Managing Director must ensure that the Association has a Common Seal which must be kept securely at the registered office of the Association.
(8.2) Authority for use The Common Seal must only be used under the authority of the Directors.
9. FUNDS AND ACCOUNTS
(9.1) Association Accounts The funds of the Association must be kept in an account in the name of the Association in a financial institution decided by the Directors.
(9.2) Expenditure All expenditure must be approved or ratified by the Directors and presented at a General Meeting of the Association.
(9.3) Petty Cash A petty cash account may be kept on an imprest system and the Directors must decide the amount of petty cash to be kept in this account.
(9.4) Financial Reports Financial reports must be kept and presented in accordance with the Corporations Act 2001 and to the meetings of the Association, for example,
(a) statement of financial position
(b) statement of financial performance
(c) statement of cash flow
(d) statement of income & expenditure
(9.5) The Association or Directors The Directors of the Association, or the may allow member to Association’s members by a resolution passed inspect books at a General Meeting, may authorise a member to inspect the books of the Association.
10. FINANCIAL YEAR
(10.1) Financial Year The Financial Year of the Association shall close on the 30th June each year.
(10.2) Audit The accounts must be audited prior to the Annual General Meeting of the Association and reported in accordance with the Corporations Act 2001.
11. ASSOCIATION MEETINGS
(11.1) Annual General Meetings The Annual General Meeting (AGM) of the Association will be held within one (1) month of
Incorporation and at least once (1) per year and within six (6) months of the end of the Association’s financial year.
Business to be conducted at the AGM:
(a) receiving the statement of income and expenditure, assets, liabilities and mortgages, charges and securities affecting the property of the Association for the last financial year.
(b) receiving the Auditor’s report for the last financial year
(c) presenting the Auditor’s report for adoption
(d) electing Directors for the Association
(e) appointing an Auditor
(11.2) General Meetings General Meetings of the Association will be held at least quarterly each year and minutes signed by the Chairperson be kept with a copy held at the registered office of the Association.
(11.3) Special Meetings A meeting for a Special Resolution must receive at least 21 days written notice of the intention to propose the resolution including the entire text of the resolution.
At least 75% of members entitled to vote either in person or by proxies must vote affirmative for a Special Resolution to be passed.
Examples of issues for which a Special Resolution is required are:
(a) change of company name
(b) alterations to the Constitution
(c) voluntary wind up of company
12 ESTABLISHMENT AND OPERATION OF GIFT FUND
(12.1) Maintaining Gift Fund The Association will maintain a Gift fund which shall be named Back Pain Relief Association Gift Fund:
(a) to which gifts of money or property for that purpose are to be made;
(b) to which any money received by the Association because of those gifts is to be credited.
(c) that does not receive any other money or property.
(12.2) Limits on use of Gift Fund The Association must use the following for the principal Purpose of the Association:
(a) gifts made to the Gift Fund;
(b) any money received because of those gifts.
(12.3) Winding up If the Gift Fund is wound up or if the endorsement (if any) of the Association as a deductible gift recipient is revoked, any surplus assets of the Gift Fund remaining after payment of liabilities attributable to it shall be transferred to a fund, authority or institution to which income tax deductible gifts can be made under Subdivision 30-B of the Income Tax Assessment Act 1997.
(12.4) Bank Account The Association must maintain a separate bank account for the Gift Fund.
(12.5) Gift Fund forms part of the It is declared that the Gift Fund forms part of the Association Association.
13 DISSOLUTION CLAUSE
(13.1) In the event of the Association being wound up or dissolved, any surplus assets remaining after the payment of the Association’s liabilities shall be transferred to another organisation in Australia which has similar objectives and to which income tax deductible gifts can be made.