Western Australian Consolidated Acts Western Australian Consolidated Acts[s. 4]
CONSTITUTION
NAME
1. The name of the Association is “OCEAN
GARDENS (INC.)”.
INTERPRETATION
2. Throughout this Constitution, if not
inconsistent with the context:
council member has the meaning given to “member” in the
Local Government Act 1995 ;
the Association means OCEAN GARDENS (INC.);
the Board means the Board of Management of the Association;
Town means the Town of Cambridge.
OBJECTS
3. The objects of the Association shall be:
(1) To promote and
undertake or assist in promoting and undertaking assistance for elderly people
of both sexes irrespective of creed, class or colour, and without in any way
limiting the generality of the foregoing provision the Association shall have
power to do or assist in doing any or all of the following things, namely:
(a) To
provide benevolent relief to elderly people by establishing and maintaining a
club or clubs.
(b) To
establish and maintain a “meals on wheels” service.
(c) To
organise and maintain a visiting service.
(d) To
establish and maintain hostels, nursing homes and day care centres for the
accommodation and care of aged and disabled persons entitled to relief under
the Aged or Disabled Persons Homes Act 1954 as amended or any statute
enacted in substitution therefor.
(2) To provide homes
or housing for those aged married couples or single persons who are, in the
opinion of the Board, by reason of age, ill health, accident or infirmity,
wholly or in part unable to maintain themselves by their own exertions.
(3) To promote and
assist the general good of all elderly people by assisting the work of
statutory authorities and voluntary organisations engaged in respect of
elderly people in providing facilities for physical and mental recreation,
developing physical improvement, furthering health, relieving poverty,
distress or sickness, or in pursing any objects which are benevolent.
(4) To promote and
organise cooperation in the achievement of the above purposes and to that end
bring together in Committee representatives of the authorities and
organisations engaged in the furtherance of the above purposes or any of them.
(5) To assist any
other benevolent body or bodies financially or otherwise in the furtherance of
the above purposes or any of them.
(6) To promote and
carry out or assist in promoting and carrying out surveys relating to the
needs of elderly people and arrange for forwarding to the proper authorities
and organisations the relevant facts regarding such cases and causes of
distress as it appears to be within the power of those authorities and
organisations to alleviate.
(7) To arrange and
provide for or join in arranging and providing for the holding of exhibitions,
meetings, lectures and classes in furtherance of the objects of the
Association or any of them.
POWERS
4. The Association shall have power:
(a) to
acquire any property real or personal by purchase, exchange, gift, devise,
lease or by any other means whatsoever subject to or not subject to any
special or other condition or conditions and subject to the objects of the
Association and to sell all or any of the real or personal property of the
Association and to let, mortgage, exchange or otherwise dispose of and execute
conveyances, transfers, mortgages and assurances thereof;
(b) to
build, construct, establish, alter, rebuild, renovate, reconstruct and
maintain houses, flats, homes, premises, rooms, hostels, nursing homes, day
care centres and grounds and other things and places generally for the
purposes of carrying out the objects of the Association;
(c) to
borrow money and, for the purpose of securing repayment of such money and
interest thereon, to mortgage or charge the whole of or any part of the real
or personal property of the Association and for such purpose to execute
mortgages, bills of sale, debentures or other securities containing such
covenants and provisions as the Association may consider necessary;
(d) to
invest all or any of the funds of the Association in any securities or
investments and upon any terms and conditions provided that such securities or
investments and such terms and conditions are authorised or permitted by the
laws of Western Australia for the investment of trust funds;
(e) to
establish, assist, support or aid in the establishment or support of any
institution or association established or to be established in furtherance of
the objects of the Association or any of them and for such purpose to transfer
any of the property of the Association whether real or personal by sale or
gift to any such institution or association;
(f) to
make alter and rescind by-laws, rules or regulations and other proceedings for
the due maintenance of the Association and for regulating the duties, control
and conduct of persons in the employ or under the care and control of the
Association and governing and regulating applications for admission to the
homes or housing of the Association, the occupancy thereof and the conduct and
welfare of the occupants;
(g) to
do all such other lawful things as may be incidental to or deemed to be
conducive to the attainment or execution of the objects and powers or any of
them and generally to manage the homes and housing and hostels, nursing homes
and day care centres of the Association;
(h)
contribute to any trust fund established for the benefit of lessees of
residential units on land owned by the Association.
MEMBERSHIP
5. The Board may receive or invite applications
from and admit as members of the Association:
(a)
representatives of any statutory body, voluntary organisation or charitable or
benevolent institution having objects similar to those of the Association or
whose functions may assist the Association PROVIDED THAT not more than three
representatives of each such body organisation or institution shall be members
of the Association at any one time;
(b) any
person whose knowledge or experience may be of assistance to the Association;
and
(c) any
person who has performed any valuable voluntary service to the Association.
The Board may in its absolute discretion and
without assigning any reason therefor refuse to grant an application made for
membership under this clause.
6. Any body, organisation or institution which has
representatives as members may, at any time and from time to time, by notice
in writing to the Association remove any representative and appoint another in
his or her place and may fill any vacancy in its representation.
7. Membership of the Association shall be for a
period terminating at the conclusion of the second Annual General Meeting of
the Association following the date of admission to membership. The Board may
renew a person’s membership for an additional period or periods.
LIFE MEMBERSHIP
8. At any Annual General Meeting of the
Association life membership may be awarded to a person or persons in
recognition of outstanding service to the Association PROVIDED THAT not more
than one (1) life membership shall be awarded in any one year. Any member may
nominate another member for life membership by giving written notice of such
nomination to the Secretary of the Association at least two (2) months prior
to the Annual General Meeting.
EXPULSION OF MEMBERS
9. (1) The Board may,
by resolution, expel a member of the Association if, in the opinion of the
Board, the member has failed to observe the provisions of this Constitution or
has conducted himself or herself in a manner prejudicial to the interests of
the Association.
(2) The Board shall
cause notice stating that the Board has expelled the member and specifying the
grounds for the expulsion to be served upon the member without delay.
(3) A member upon whom
a notice under sub-clause (2) of this clause is served may appeal against the
expulsion to the next General Meeting of the Association by delivering to the
Secretary of the Association within fourteen (14) days after service of that
notice, a requisition in writing requiring a hearing of his or her appeal.
(4) A member expelled
by the Board shall not be re-admitted except by a resolution of a General
Meeting of the Association.
BOARD OF MANAGEMENT
10. (1) The Board
shall comprise six (6) members, three (3) of whom shall be council members of
the Town appointed by the Town from time to time. The Town may by notice in
writing to the Association remove any council member so appointed and appoint
another council member in his or her place and may fill any vacancy which may
arise in the Town’s appointment.
(2) For each member
that the Town appoints to the Board of Management the Town may appoint one
council member to be a Deputy Member to act on behalf of each council member
appointed as a Member of the Board of Management whenever that member is
unable to be present at a meeting thereof.
(3) Where a Member of
the Board of Management does not attend a meeting thereof the Deputy Member is
entitled to attend that meeting in place of the member and act for the member
thereat and while so acting has all the powers of that member.
(4) For each Member of
the Board of Management other than a Member appointed by the Town, the Board
of Management may appoint one (1) person who is a member of the
Association to be the Deputy to act on behalf of each member whenever that
member is unable to be present at a meeting thereof.
(5) Where a Member of
the Board of Management does not attend a meeting thereof the Deputy Member is
entitled to attend that meeting in place of the member and act for the member
thereat and while so acting has all the powers of that member.
11. The members of the Board (other than the
members appointed by the Town pursuant to clause 10 hereof) shall be
elected at the Annual General Meeting from the members of the Association for
a term of two (2) years and hold office until the expiration of the
Annual General Meeting at the end of the term.
12. If any member of the Board (other than a
member appointed by the Town pursuant to clause 10 hereof) resigns, is
unwilling to act, becomes incapable of acting, dies or permanently resides out
of the Perth Metropolitan Area or is absent without leave previously granted
by a resolution of the Board for three (3) consecutive meetings of the Board
or for any reason whatsoever ceases to act as a member of the Board then, such
members as remain upon the Board, shall appoint from the members of the
Association a new member to the Board to hold the place until the next Annual
General Meeting. At the next Annual General Meeting a successor shall, if the
term has not then expired, be chosen to hold the place from the date of his or
her election until the expiration of term. The Board shall appoint such fit
and proper persons who will in its opinion assist in attaining the objects of
the Association.
13. The election to fill vacant places shall be
held in the year at the expiration of which the places become vacant.
14. The Board shall have and exercise the sole
control direction and management of the Association and of the occupancy of
the houses, flats, homes, premises, rooms, hostels, nursing homes and other
places erected, owned and controlled by the Association and shall receive and
determine applications for admission thereto. The Board shall make and present
an annual report to the Annual General Meeting.
15. The Board shall at its first meeting following
every Annual General Meeting elect:
(a) a
Chairman from among the three (3) members appointed by the Town (pursuant to
clause 10 hereof); and
(b) a
Vice Chairman from among the three (3) members appointed by the Town (pursuant
to clause 10 hereof),
both of whom shall hold office until the
conclusion of the first meeting of the Board held after the Annual General
Meeting next following their election. Both of such office bearers shall be
eligible for re-election.
16. The Board shall meet at such times as the
Board may from time to time decide. The Chairman or any two (2) members of the
Board may call a meeting of the Board at any time.
17. At least three (3) clear days’ notice of
any meeting of the Board and the business to be brought forward at the meeting
shall be given to each member of the Board by facsimile or email or by letter
delivered to the address of the member or by prepaid post. A notice sent by
facsimile or email shall be deemed to have been delivered on the day after the
day the same has been electronically dispatched. A notice sent by prepaid post
shall be deemed to have been delivered on the second day after the same has
been put into the post.
18. The Chairman or in his or her absence the Vice
Chairman shall preside at all meetings of the Board but in the absence of both
the Chairman and the Vice Chairman the members present shall choose from among
their number a chairman for that meeting. All questions at the meeting of the
Board shall be determined by a majority of the votes of the members present
each of whom shall be entitled to one (1) vote provided that in the case of an
equality of votes the Chairman at the meeting shall have a second or casting
vote.
19. Three (3) members of the Board shall form a
quorum, one of whom shall be the Chairman.
SECRETARY AND TREASURER
20. The Board may appoint a Secretary and a
Treasurer at such remuneration and on such terms and conditions and with such
powers and authorities as it thinks fit and may terminate the appointment of
any Secretary or Treasurer so appointed by it. Nothing herein contained shall
prevent the Board appointing an Honorary Secretary or Honorary Treasurer. A
Secretary, Honorary Secretary, Treasurer or Honorary Treasurer may hold
another office of the Association.
21. The Secretary shall attend all meetings of the
Board and of any subcommittee to which he or she is appointed and shall be
entitled to be heard on any question but shall not be entitled to vote in his
or her capacity as Secretary.
22. The Treasurer shall:
(a) be
responsible for the receipt of all moneys on behalf of the Association and
give receipts therefor;
(b) pay
all moneys into such account or accounts in the name of the Association at
such bank or banks as the Board may from time to time direct;
(c)
submit at the Annual General Meeting, an Annual Report, Balance Sheet,
Statement of Income and Expenditure the Auditor’s report and other such
information as the Association or Board may require;
(d)
submit financial statements as and when required by the Board;
(e)
generally carry out the instructions and decisions of the Board relating to
the property and finances of the Association.
AUDIT
23. The Association’s financial year shall
be from the 1st July to the 30th June in the following year and once at
least in every year the Board shall cause the Association’s accounts to
be audited by a duly qualified and experienced person or persons appointed by
the Board of Management (“the Auditor”).
SUBCOMMITTEES
24. The Board may from time to time appoint a
subcommittee or subcommittees and may depute, delegate and refer to such
subcommittees such of the powers and duties of the Board as the Board thinks
fit. Any such subcommittee in the exercise of the powers and duties so
deputed, delegated or referred to it shall conform to any regulations that may
be imposed on it by the Board.
GENERAL MEETINGS
25. Annual General Meetings shall be held each
year during the month of September. All other General Meetings shall be
Special General Meetings.
26. Any member may on giving to the Secretary
written notice together with a copy of the proposed resolution on or before
the 15th day of August in any year submit any resolution to the next Annual
General Meeting. Notice of such proposed resolution shall be given to the
members with notice of the Annual General Meeting as hereinafter required.
27. The business of the Annual General Meeting
shall be:
(a) the
confirmation of the minutes of the last Annual General Meeting and of any
Special General Meeting;
(b) the
receipt and adoption of the Board’s report;
(c) the
receipt and adoption of the Auditor’s report and the annual accounts;
(d) the
election of members of the Board;
(e)
special business (if any) brought forward after written notice as hereinbefore
mentioned;
(f)
general business.
28. A Special General Meeting shall be called by
the Secretary upon the written demand of the Chairman or, in his or her
absence, of the Vice Chairman, or upon the written demand of any two (2)
members of the Board or of not less than thirty (30) members.
29. The Secretary shall give at least fourteen
(14) days’ notice of all General Meetings to the members by posting
notice thereof to each member at the address appearing in the records of the
Association for the time being. Such notice shall specify the nature of the
business to be transacted at the meeting, and each notice shall be deemed to
have been delivered on the second day after the notice has been put into the
post.
QUORUM
30. At any General Meeting two thirds of the
members of the Association present in person or by proxy shall form a quorum.
CHAIRMAN
31. The Chairman or in his or her absence the Vice
Chairman shall preside at all General Meetings but in the absence of both the
Chairman and the Vice Chairman the members present shall choose from among the
members a Chairman for that meeting.
VOTING
32. At all General Meetings voting shall be by a
show of hands save in the case of the election of officers where voting shall
be by secret ballot. In the event of an equality of votes the vote shall be
determined in the negative.
33. If a member is unable to attend a General
Meeting he or she shall be entitled to cast his or her vote by proxy. A proxy
shall be in writing and shall nominate the person in whose favour the proxy is
given which person need not be a member. Proxies shall be delivered to the
Secretary before the commencement of the meeting at which the proxy is to be
exercised and shall be signed by the member.
MINUTES
34. The Secretary shall keep or cause to be kept
detailed minutes of the proceedings of every General Meeting and of every
meeting of the Board and of every meeting of a subcommittee in a book and such
book when signed by the Chairman of the meeting in question shall be
conclusive evidence that the proceedings minuted therein were regular and
actually took place as minuted at a meeting duly convened and held and shall
be binding on all the members. The book in which the minutes are so entered
shall be kept by the Secretary and shall be available for inspection by
members of the Association during usual business hours on application to the
Secretary.
COMMON SEAL
35. The Association shall have a Common Seal which
shall be held in the custody of the Secretary at all times. The Common Seal
may be affixed to documents by resolution of the Board and in the presence of
any two members of the Board or a member of the Board and the Secretary.
EMPLOYEES
36. The Board or a subcommittee to which such
function has been delegated may employ such persons on such terms and
conditions as it considers necessary and shall insure all persons so employed
by it under the usual terms of a workers’ compensation insurance policy.
BANKING
37. All moneys received by the Association shall
be banked in one or more accounts to be opened with a bank selected by the
Board. Cheques and other documents relating to every such account shall be
signed by any two (2) of the Chairman, Vice Chairman or Secretary or such
other person as is nominated by the Board for that purpose.
ACCOUNTS FOR PAYMENT
38. All accounts shall be presented to and passed
for payment at meetings of the Board or of any subcommittee to which such
powers shall be delegated and a proper record of such approval shall be
included in the minutes.
INCOME AND PROPERTY
39. The income and property of the Association
shall be applied solely towards the promotion of the objects of the
Association and no portion thereof shall be paid or transferred directly or
indirectly by way of dividend bonus or otherwise howsoever to its members
providing that nothing herein shall prevent the payment in good faith of
remuneration to any officer or servant of the Association for services
actually rendered to the Association.
INDEMNITY
40. The members of the Board and every
subcommittee and all officers of the Association shall be indemnified and
saved harmless out of the funds of the Association from and against all
charges, costs, losses, damages and expenses which they or any of them shall
or may incur or sustain in or about the execution of their respective offices
except as may be occasioned by or through their own wilful default and none of
them shall be answerable for the acts of the others of them.
DISSOLUTION
41.1 If the Association is solvent the Association
may be wound up by a Special Resolution passed at a Special General Meeting
for that purpose.
41.2 “Special Resolution” shall have
the meaning given to it by section 24(1) of the Associations
Incorporation Act 1987 (“the Act”).
41.3 If on the winding up of the Association any
property of the Association remains after satisfaction of the debts and
liabilities of the Association then the same shall not be paid or distributed
amongst the members or the former members but shall be given or transferred to
another association incorporated under the Act specified by the Town which has
similar objects and which is approved by the Commissioner of Taxation as a
public benevolent institution to which income tax deductible gifts can be
made.
INTERPRETATION OF THE CONSTITUTION
42. Should any question arise as to the
interpretation of this Constitution or of the by-laws rules or regulations
which the Association is authorised and empowered to make, such questions
shall be decided by the Board whose decision shall be final and binding.
ALTERATION TO THE CONSTITUTION
43. Subject to the prior written approval of the
resolution by the Town, the Constitution of the Association may be altered
added to or repealed at any General Meeting of the Association by a resolution
passed by not less than three-quarters of the members of the Association
present at that meeting.
DISTRIBUTION OF SURPLUS
44. At the end of a financial year the Board of
Management shall set aside from accumulated funds the amounts considered
necessary by the Board of Management to cover:
(a)
operating expenses of the Association;
(b)
reserves for the purchase, replacement, periodic maintenance or refurbishment
of any assets of the Association;
(c)
reserves for the repayment of contribution fees or deposits and reserves
arising out of a capital revaluation,
and any distribution of funds of the Association
which are surplus to these requirements may only be made to an association or
institution specified by the Town which has objects similar to those of the
Association or to a charitable or public benevolent institution specified by
the Town and the rules of which association or institution prohibit the
distribution of property among its members.