Dress for Success- Sydney CONSTITUTION ...آ  Dress for Success Sydney (DfS Sydney) Associations...

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Transcript of Dress for Success- Sydney CONSTITUTION ...آ  Dress for Success Sydney (DfS Sydney) Associations...

  • Dress for Success- Sydney

    ABN 86294 993 663

    CONSTITUTION

    Updated January 2012 for inclusion of:

     Introduction of paid member categories

    (motion approved at December 2011 AGM)

     Transition from ‘Management Committee’ to ‘Board’

    (motion approved at December 2010 AGM)

    Document located on DfS Sydney Drop Box/Governance/Constitution

  • Freehills Melbourne\005203398 page 1

    Table of contents

    Clause Page

    Statement of Objects 4

    1 Objects 4

    2 Powers 4

    Rules 6

    1 Name 6

    2 Definitions and interpretation 6

    2.1 Definitions 6 2.2 Interpretation 6 2.3 Headings 7

    3 Not for profit status 7

    3.1 Application of the association’s income and property 7 3.2 Payment of fees to members of the DfS Sydney Board 7 3.3 Other payments to members of the DfS Sydney Board 7

    4 Membership 7

    4.2 Liability of members 8 4.3 Register of members 8 4.4 Termination of membership 8 4.5 Expulsion 9 4.6 Internal disputes 9

    5 Entrance fee, annual subscription and financial members 10

    5.1 Entrance fee 10 5.2 Annual subscription 10 5.3 Members 11 5.4 Financial member 11

    6 Establishment and operation of Gift Fund 11

    6.1 Maintaining Gift Fund 11 6.2 Use of Gift Fund 11 6.3 Loss of DGR status 11

    7 Annual general meeting 11

    7.1 Generally 11 7.2 Business of an annual general meeting 11

    8 General meetings 12

    8.1 Calling general meetings 12 8.2 Members convening a general meeting 12

  • Freehills Melbourne\005203398 page 2

    9 General meetings 13

    9.1 Notice of general meetings 13 9.2 Quorum at general meetings 13 9.3 General meetings by technology 14 9.4 Chairperson of general meetings 14 9.5 Adjourning general meetings 15 9.6 Conducting general meetings 15 9.7 Decisions at general meetings 15 9.8 Voting rights 16 9.9 Representation at general meetings 16 9.10 Authority of a proxy, attorney or representative 17

    10 The DfS Sydney Board 17

    10.1 Composition of DfS Sydney Board 17 10.2 Removal of DfS Sydney Board member 17 10.3 Vacancy of office on DfS Sydney Board 18 10.4 Conflict of interest and other interests of DfS Sydney Board members 18 10.5 Powers and duties of DfS Sydney Board 19 10.6 Use of information or position 20 10.7 Disclosure of interests 20 10.8 Implied validity 21

    11 Proceedings of the DfS Sydney Board 21

    11.1 Officers 21 11.2 Responsibility for administration 21 11.3 DfS Sydney Board meetings 21 11.4 Convening meetings 22 11.5 Notice of DfS Sydney Board meetings 22 11.6 Quorum 22 11.7 Chairperson 23 11.8 Decisions of the DfS Sydney Board 23 11.9 Observers at meetings of DfS Sydney Board 23 11.10 Meetings convened by telephone or other electronic means 24 11.11 Written resolutions of the DfS Sydney Board 24 11.12 Minutes of meetings and minutes of resolutions 25

    12 Sub Committee 25

    12.1 Delegation to subcommittee 25 12.2 Control of subcommittee 25 12.3 Rules apply to subcommittee 26

    13 Delegates and the Public Officer 26

    13.1 Delegates 26 13.2 The Public Officer 26

  • Freehills Melbourne\005203398 page 3

    14 Cheques 26

    15 Custody and inspection of records 26

    15.1 Custody of records 26 15.2 Inspection of records 27

    16 Common seal 27

    17 Notices 27

    17.1 Notices by the association to members 27 17.2 Notices by the association to members of the DfS Sydney Board 27 17.3 Notices by members or members of the DfS Sydney Board to the association 27 17.4 Time of service 28 17.5 Other communications and documents 29 17.6 Notices in writing 29

    18 Source of funds 29

    19 Alteration of Statement of Objects and rules 29

    20 Indemnity and insurance 29

    20.1 Persons to whom the indemnity and insurance apply 29 20.2 Indemnity 29 20.3 Insurance 29 20.4 Savings 30

    21 Winding up 30

    22 Application of the Act 30

    22.1 What parts of the Act apply 30

  • Freehills Melbourne\005203398 page 4

    Dress for Success Sydney (DfS Sydney)

    Associations Incorporation Act 1984

    Statement of Objects

    1 Objects

    The company is established for the public charitable objects of helping long-term unemployed and disadvantaged women in Sydney obtain work and maintain employment by, without limitation, providing business clothing, self-confidence, training in presentation and interview skills, training to assist in maintaining employment and resumé advice. Services are also provided to women needing assistance with attending important events such as court appearance, legal meetings, funerals, school or other government meetings.

    2 Powers

    Solely for carrying out the association’s objects, the association may:

    (a) raise funds or encourage contributions by way of gifts (by will or otherwise), grants, sponsorships or otherwise, by personal or public appeals or by any other manner;

    (b) provide funds or other material benefits by way of grant or otherwise;

    (c) accept and hold funds or property of any kind on or for any charitable objects or purposes specified or to be specified by any person or to be selected by the DfS Sydney Board members from a class of trusts, objects or purposes specified by any person;

    (d) accept and undertake trusteeship, administration and management of trusts and funds, whether as trustee or as agent for the trustee or otherwise, and charge and accept fees, commission or other remuneration for doing so;

    (e) purchase, take on lease or in exchange, hire or otherwise acquire real or personal property, and any rights or privileges;

    (f) control, manage, lease, exchange, mortgage, charge, sell, transfer, surrender, dispose of, develop, carry on business or otherwise deal with any real or personal property of any kind or any estate or interest in that property;

    (g) invest, deal with and lend money and otherwise provide financial accommodation to, and guarantee or otherwise secure loans to, charitable objects or purposes;

    (h) construct, improve, maintain, develop, work, manage and control real or personal property;

    (i) enter into contracts and deeds;

  • Freehills Melbourne\005203398 page 5

    (j) appoint a person as the association’s attorney or agent with the powers (including the power to sub-delegate) and on the terms the association thinks fit, and procure registration or recognition of the association in any other country or place;

    (k) enter into arrangements with any government or authority and obtain from any government or authority any right, privilege or concession;

    (l) engage, dismiss or suspend any employee, agent, contractor or professional person;

    (m) borrow, raise or secure the payment of money and secure the repayment or performance of any debt, liability, contract, guarantee or other engagement in any way and, in particular, by mortgage, charge or overdraft or by the issue of debentures or debenture stock (perpetual or otherwise) charged on all or any of the association’s property (both present and future) and purchase, redeem or pay off those securities;

    (n) make, draw, accept, endorse, discount, execute and issue promissory notes, bills of exchange, and other negotiable or transferable instruments;

    (o) print and publish newspapers, periodicals, books or leaflets or otherwise publish information in hard copy or by electronic means;

    (p) accept any gift of property, whether subject to any special trust or not;

    (q) appoint patrons of the association;

    (r) make donations for charitable purposes;

    (s) decline or otherwise refuse to accept any gift (by will or otherwise), donation, settlement or other disposition of money or property;

    (t) co-ordinate and arrange conferences, meetings, standing DfS Sydney Boards and commissions and other forums; and

    (u) do all other things that are incidental or conducive to carrying out the association’s objects.

  • Freehills Melbourne\005203398 page 6

    Dress for Success Sydney

    Associations Incorporation Act 1984

    Rules

    1 Name

    The name of the incorporated association is Dress for Success Sydney.

    2 Definitions and interpretation

    2.1 Definitions

    In these rules:

    Act means the Associations Incorporation Act 1984 (NSW);

    ITAA 97 means the Income Tax Assessment Act 1997;

    member means a member of the association;

    Officer has the meaning given in rule 11.1 but for the purpose of rule 20 only, means:

    (a) any DfS Sydney Board member; and

    (b) any other person the DfS Sydney Board determines from time to time;

    Public Officer means the person occupying the office of public officer of the association under the Act.

    2.2 Interpretation

    In these rules:

    (a) references to notices include formal notices of meeting and all documents and other communications from the association to its members;

    (b) a reference to any legislation or a provision of any legislation includes any amendment to that legislation or provision, any consolidation or replacement of that legislation or provision and any subordinate legislation made under that legislation;

    (c) a reference to a member present at a general meeting is a reference to a member present in person or by proxy, attorney or representative