GOH Constitution

GLIMMER OF HOPE

RULES OF THE ASSOCIATION

Name

The name of the Incorporated Association is GLIMMER OF HOPE (“the Association”).

Definitions

In these rules, unless the contrary intention appears:-
the “Act” means the Associations Incorporation Act 1985 (SA); “Commission” means the Corporate Affairs Commission of South Australia; “Executive Committee” means the committee which manages the Association; “General meeting” means a general meeting of Members of the Association convened in accordance with these rules; “Member” means a Member of the Association.
“Office Bearers” means the Chairperson, Deputy Chairperson, Secretary and Treasurer collectively whose responsibilities are set out in section 12 of these rules; the “Regulations” means the Associations Incorporation Regulations 1985;  
“Special Resolution” means a motion carried by at least 75 per cent of Members present and voting at a general meeting.
“Sub-committee” means a sub-committee established by the Executive Committee convened in accordance with these rules.

Objects

The objects for which the Association is established are:

  • Promote and disseminate information about Palestinian history, heritage and culture in Australia;
  • Provide a forum for Palestinian Australians to practice their culture, celebrate their heritage and to foster closer ties between them;
  • Encourage and promote Palestinian community’s integration within the Australian society and its diverse ethnic groups;
  • Engage and collaborate with other organisations whose objectives are consistent with the Association;
  • Raise funds for causes that advance the objects of the Association; and
  • Engage with the Australian community to solicit support for Palestinians in Palestine and the diaspora.

Powers

The Association has: –

  • the powers conferred by section 25 of the Act;
  •  the legal capacities, rights, powers and privileges of a natural person (subject to any limitations imposed by the Act); and
  • without limiting sections 4.1 and 4.2, power to: –
  • acquire, hold, deal with and dispose of any real or personal property;
  • open and operate accounts at financial institutions;
  • administer property on trust;
  • invest its money:
  • in any security in which trust moneys may by Act of Parliament be invested; or
  • in any other manner authorised by these rules.
  • grants funds raised by the Association for charitable causes including the support of new arrivals and refugees with Palestinian heritage;
  • borrow money upon such terms and conditions as the Executive Committee thinks fit and to secure repayment thereof by charging the Association’s property;
  • appoint agents to transact any business of the Association on its behalf;
  • give such security for the discharge of liabilities incurred by the Association as the Association thinks fit;
  • enter into any other contract or do anything else it considers necessary or desirable to carry into effect the Association’s

Membership

5.1   Subject to this rule, a person is eligible to apply to become a Member               of the Association if he or she satisfies the following criteria:

  • the person is resident in Australia;
  • the person identifies as a Palestinian or having Palestinian heritage;
  • the person is a spouse, son or daughter of a person identified as a Palestinian or having a Palestinian heritage; and
  • is acknowledged by the Palestinian community as a Palestinian.
  • A Member of the Association is a person who:
  • is eligible under rule 5.1;
  • agrees with the objects of the Association;
  • the Executive Committee is of the view that the person has the capacity to advance the Association’s objectives;
  • has not been expelled from the Association;
  • has completed, signed and submitted a Membership application form (which may be prescribed by the Executive Committee from time to time) to the Secretary or such other person as the Executive Committee determines from time to time;
  • has paid the fees (which may be an annual, two-yearly or five-yearly fee) set by the Members in general meeting (or by the Executive Committee if fees have not been set at a general meeting) from time to time; and
  • has their Membership application approved by the Executive Committee.
  • The Executive Committee reserves the right to not approve an eligible person’s application to become a Member of the Association, pursuant to section 5.2, for any lawful reason in its absolute discretion.
  • The decision of the Executive Committee in approving or refusing an application for Membership is final.

Application for Membership and fees

  • An application for Membership must be:
  • in writing or electronically and in the form provided (which may be prescribed by the Executive Committee from time to time); and
  • completed, signed and submitted to the Secretary, via email (legible electronic signature will be required) or by post to the Association’s official address.
  • The Secretary must:
  • present each application for Membership to the Executive Committee for consideration as soon as possible after receipt of the application; and
  • inform the applicant of the Executive Committee’s decision in writing, within two weeks of the Executive Committee’s decision.
  • The rights, privileges and responsibilities of a Member are non-transferable and lapses upon death, resignation or expulsion.
  • The Membership subscription fees shall be payable annually on 1 July or at such other time as the Executive Committee shall determine from time to
  • Any Member whose subscription fee is outstanding for more than three (3) months after the due date for payment shall cease to be a Member of the Association, provided always that the Executive Committee may reinstate such a person’s Membership on such terms as it thinks

Register of Members

The Secretary shall maintain a register of Members, containing the particulars of all Members including:

  • The Member’s full name;
  • Contact details including, postal address, phone and email address; and
  • The date the Executive Committee approved the Member’s Membership application.

Resignation

  • A Member may resign from the Association by giving written notice to the Secretary, and settling all dues to the Association, if any.
  • Any Member so resigning shall not be entitled to any refund of subscription fees paid.
  • The Secretary must record the resignation in the register.

Conduct of Members

It is the obligation of every Member to:

  • support the purposes of the Association;
  • comply with these rules;
  • preserve the good reputation and interests of the Association in his or her conduct;
  • promptly settle all dues to the Association.
  • The Executive Committee or its appointed nominee may conduct an investigation into the conduct of a Member if the Executive Committee has reasonable cause to believe that the Member concerned:
  • has breached or defied any of these rules;
  • has committed any act that is prejudicial to the good reputation or the interests of the Association;
  • has neglected or refused his or her obligations as a Member of the Association; or
  • has conducted himself or herself in a manner inconsistent with the interests of the Association.
  • If the Executive Committee commences an investigation pursuant to rule 9.5, the particulars of the charge and the possible disciplinary action shall be communicated to the Member at least fourteen days (14) before the meeting of the Executive Committee at which the matter will be determined.
  • The determination of the Executive Committee shall be communicated to the Member as soon as practical after the determination.
  • In the event the Executive Committee determines to take disciplinary action in the form of expulsion from the Association, the Member shall, subject to section 9.9 of these rules, cease to be a Member fourteen (14) days after the Executive Committee has communicated its determination to him or her.
  • It shall be open to a Member to appeal to the Association in a general meeting against disciplinary action. The intention to appeal shall be communicated to the Secretary, in writing within fourteen (14) days after the determination of the Executive Committee has been communicated to the Member.
  • In the event of an appeal under section 9.9:

9.10.1 in the case of a determination expulsion, the appellant’s                                Membership of the Association shall not be terminated unless the             determination of the Executive Committee to expel the Member is    upheld by the Members of the Association in a general     meeting after the appellant has been heard, and in that     event, Membership will be terminated at the date of the             general meeting at which the determination of the Executive             Committee is upheld; and 9.10.2 in the event of all other disciplinary actions, there shall be a stay of             the disciplinary action pending the outcome of the appeal.

  • Communication to Members for the purpose of this section shall be sufficient if it complies with sections 12.8 and 12.9.
  • The Executive Committee may suspend the Membership rights of a person charged under this Suspension takes effect from the time the particulars of the charge have been communicated to the person, until the expulsion process is finally resolved.
  • If the notice of appeal is received within the time provided, the Secretary must:
  • convene a general meeting to consider the appeal; and
  • circulate to Members’ details relating to the appeal, including:
  • particulars of the conduct of the Member concerned;
  • the written representations of the Member concerned, if any;
  • minutes of the inquiry and the show cause hearing (if any) as well as of Executive Committee meetings     relating to the matter; and
  • the grounds for the decision of the Executive
  • In the general meeting convened for the purpose of hearing the appeal of the Member concerned:
  • only the matter of the appeal and related issues may be considered;
  • the Member concerned may present his or her appeal orally, in writing or both;
  • the Executive Committee may respond orally, in writing or both;
  • the decision of the Executive Committee may be affirmed, or varied by in a secret ballot with a majority of not less than 75% of the votes cast by Members present and eligible to vote.
  • The Executive Committee may have available to it the following forms of disciplinary action:

9.16.1      a written warning;
9.16.2      suspension of Membership for a specified period; or 9.16.3      expel a Member from the Association.

The Executive Committee

  • The affairs of the Association shall be managed and controlled by the Executive Committee which, in addition to any powers and authorities conferred by these rules, may exercise all powers and do all things as are within the Association’s objects and are not by the Act or by these rules required to be done by the Association in general meeting.
  • The Executive Committee may make Standing Orders from time to time concerning procedural matters and attached to the main body of the constitution.

Appoint officers and employees

  • The Executive Committee shall have the power to appoint such officers and employees as are required to carry out the Association’s objects, including a Public Officer as required by the Act, and may delegate partial non-controversial powers as agreed upon by the Executive Committee at the time to such officers and employees provided that no Member of the Executive Committee may be employed by the Association. The Executive Committee shall appoint or confirm a Public Officer at the first Executive Committee meeting following the annual general meeting.

Composition of Executive Committee

  • The Executive Committee shall comprise 11 Members. Other than Members co-opted by the Executive Committee per section 10.8, the Members at the annual general meeting shall determine who is to be on the Executive Committee. At the first Executive Committee meeting following the annual general meeting, the Executive Committee Members shall determine which of their number shall hold the offices of Chairperson, Deputy Chairperson, Secretary and Treasurer. The Secretary or, if the Secretary does not do so, the Chairman, shall, within one week of the general meeting, give notice for the next Executive Committee meeting to be held between two and four weeks after the annual general meeting.

Terms of Executive Committee Members

  • Members of the Executive Committee shall hold office for a term of two years and shall be eligible for reappointment, with half of the Members of the Executive Committee retiring at each annual general meeting.
  • Retiring Office Bearers shall continue to hold their positions until the first Executive Committee meeting following an annual general meeting or until new Office Bearers have been elected at that Executive Committee meeting.

Casual vacancies

  • The Executive Committee may appoint a natural person to fill a casual vacancy, and such an Executive Committee Member shall retire in the ordinary course at the time that his or her predecessor would have.

Co-option

  • Subject to section 10.4 hereof the Executive Committee in its absolute discretion may co-opt any Member to serve on the Executive Committee until the next annual general meeting.

Sub-committees

  • The Executive Committee shall have the power to appoint sub- committees and/or sub-groups from time to time, fill any vacancies therein and appoint Members of the Association to assist the sub- committees. For any sub-committee, the Executive Committee must appoint a person to chair the sub-committee and supply terms of reference. Each sub-committee shall choose a minute taker from among its number and that person shall be responsible for sending the minutes to the Secretary of the Association.

Nomination for Executive Committee

  • A retiring Executive Committee Member shall be eligible to stand for re- election without nomination. No person not being a retiring Executive Committee Member shall be eligible to stand for election unless a Member of the Association has nominated him or her at least 14 days before the annual general meeting at which the election is to occur. The nomination is to be delivered to the Secretary and shall be signed by the proposer and by the nominee to signify a willingness to stand for election.

Notice to Members

  • Notice of all persons seeking election to the Executive Committee shall be given to all Members of the Association with the notice calling the annual general meeting at which the election is to take place.

Election

  • If only the required number or less than the required number of persons are nominated to fill existing vacancies, the Secretary shall report accordingly to the annual general meeting, and the chairperson shall declare such persons duly elected as Executive Committee Members. Where the number of nominations for Membership exceeds the number fixed by these rules, there shall be a secret ballot conducted at the meeting in such a manner as the chair of the meeting determines. In the event of equality of voting, the position shall be decided by lot.
  • If there are not sufficient nominees to fill all vacancies, the positions will remain vacant for the time being and may be filled by the Executive Committee appointing Members to the vacant positions.

Disqualification of Executive Committee Members

  • The Executive Committee may by at least three-quarters of those present and voting remove any Office Bearer of the Association or any other Member of the Executive Committee before the expiry of that person’s period of office.

Proceedings of Executive Committee

  • The Executive Committee shall meet for the dispatch of business, adjourn and otherwise regulate its meetings as it thinks fit. Meetings may be conducted with one or more Executive Committee Members participating by telephone or other electronic means provided that each person at the meeting can hear and communicate with each other Member or otherwise has a reasonable opportunity to participate.
  • Questions arising at any meeting shall be decided by a majority of votes, and in the event of equality of votes, the chairperson shall have a casting vote in addition to a deliberative vote.
  • If neither the Chairperson nor the Deputy Chairperson is present within fifteen minutes of the time appointed for holding an Executive Committee meeting, then the Executive Committee Members present may choose one of their Members to be chairperson of that meeting.
  • A quorum for a meeting of the Executive Committee shall be at least one half plus one of the total number of Members of the Executive Committee.
  • A Member of the Executive Committee having a pecuniary interest in a contract with the Association must disclose that interest to the Executive Committee as required by the Act, and shall not vote with respect to that contract.
  • Section 10.19 does not apply in respect of a pecuniary interest that exists only by virtue of the fact:
  • that the Member of the Executive Committee is a Member of a class of persons for whose benefit the Association is established; or
  • that the Member of the Executive Committee has the pecuniary interest in common with all or a substantial      proportion of the Members of the Association.
  • The Executive Committee may delegate any of its powers to a sub- Executive Committee consisting of such of the Executive Committee Members as the Executive Committee thinks fit. Any sub-committee formed shall conform to any directions imposed on it by the Executive Committee. The rules applying to meetings of the Executive Committee shall apply as far as possible to meetings of any sub-committee.
  • All actions by the Executive Committee or a sub-committee or by any of their Members respectively shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of an Executive Committee Member or that any Executive Committee Member was disqualified, be as valid as if every Executive Committee Member had been duly appointed and was qualified to be an Executive Committee Member.

Office Bearers

Chair

  • The Chair presides at each meeting of the Executive Committee and at general meetings. The Chair may speak for the Association at or in public forums as so directed by the Executive Committee and in a way that promotes the objects of the Association.

Deputy Chair

  • The Deputy Chair shall preside at meetings of the Executive Committee and at general meetings when the Chair is absent.

Secretary
11.3       The Secretary shall carry out all duties and instructions that the Executive Committee shall direct. The Secretary must ensure that minutes are kept of all proceedings of the Association and must ensure the safekeeping of all records and documents relating to the Association.  The Secretary shall ensure, unless the Executive Committee directs otherwise, the maintenance of the register of Members. The Secretary shall be the Public Officer of the Association, appointed in accordance with the requirements of the Act, unless another person is so appointed to that position by the Executive Committee from time to time.
Treasurer
11.4       The Treasurer shall carry out all duties that the Executive Committee shall direct. The Treasurer shall prepare annual financial budgets for the Association for approval by the Executive Committee, report regularly to the Executive Committee as to the status of the Association’s finances, ensure annual financial returns are prepared in accordance with all applicable legislation and accounting standards, and submit a financial report to Members at the annual general meeting. The Treasurer shall arrange for annual financial statements to be reviewed by a qualified accountant. The Treasurer shall ensure that all payments authorised by the Association are duly made and shall ensure that all amounts owing to the Association are collected and received.
11.5       The Treasurer may expend money on behalf of the Association by cheque or electronically up to the amount set by the Executive Committee from time to time and shall report such to the next meeting of the Executive Committee. The Treasurer may expend money on behalf of the Association by cheque or electronically over the amount set by the Executive Committee from time to time only in accordance with a decision of the Executive Committee or, in urgent cases, with the prior written approval (electronically or otherwise) of at least one other Office Bearer of the Association in which case the Executive Committee must consider ratifying the expenditure at its next meeting. The Executive Committee may also authorise an amount of petty cash for the Treasurer to administer and expend on minor incidental expenses.

General Meetings

  • The Executive Committee may call a general meeting of the Association at any time and the Executive Committee shall call an annual general meeting in accordance with these rules and the
  • The annual general meeting shall be held within 5 months after the end of the financial year, which shall be the period ending 30 June in each year.
  • Upon a requisition in writing of not less than 10% of the total number of Members of the Association, the Executive Committee shall within one month of the receipt of the requisition, convene a general meeting for the purpose specified in the
  • Every requisition for a general meeting shall be signed by the Members making the same and shall state the purpose of the meeting.
  • If a general meeting is not convened within one month as required by section 12.3, 12.4, the requisitionists may convene a general meeting. Such a meeting shall be convened in the same manner as a meeting convened by the Executive Committee, and for this purpose the Executive Committee shall ensure that the requisitionists are supplied free of charge with particulars of the Members entitled to receive notice of meeting. The reasonable expenses of convening and conducting such a meeting shall be borne by the Association.
  • Subject to section 12.7, at least 14 days’ notice of any general meeting shall be given to Members. The notice shall set out where and when the meeting will be held and particulars of the nature and order of the business to be transacted at the meeting. In the case of an annual general meeting, the order of the business at the meeting shall be: the confirmation of the minutes of the previous annual general meeting and of any special general meeting held since that meeting; reports from the Chairperson and the Treasurer (who shall present independently verified summary of the accounts of the Association); the election of Executive Committee Members (if nominations exceed vacancies) or confirmation of Membership of the Executive Committee; confirmation of the Public Officer; and any other business requiring consideration by the Association in general meeting.
  • Notice of a meeting at which a special resolution is to be proposed shall be given at least 21 days prior to the date of the meeting.
  • A notice may be given by the Association to any Member by serving the Member with the notice personally, or by sending it by post or by electronic delivery to the address in the register of Members.
  • Where a notice is sent by post, service of the notice shall be deemed to be effected if it is properly addressed and posted to the Member by ordinary prepaid mail.

Proceedings at Meetings

  • Twenty five per cent of Members and at least half of the executive, present personally shall constitute a quorum at any general
  • If within 30 minutes after the time appointed for the meeting a quorum of Members is not present, a meeting convened upon the requisition of Members shall lapse. In any other case, the meeting shall stand adjourned to the same day in the next week, at the same time and place chosen by the attendees at the meeting and if at such adjourned meeting a quorum is not present within 30 minutes of the time appointed for the meeting, the Members present shall form a
  • If the chairperson of a meeting shall not be present within 15 minutes after the time appointed, the Members present may choose one of the Executive Committee Members to be the chairperson for that meeting.
  • The chairperson may with the consent of any meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
  • When a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as if that meeting was an original meeting of Members.
  • At any general meeting, a resolution put to a vote shall be decided on:
  • a show of hands, except for a resolution under section 9.14.4 which shall be by way of secret ballot; and
  • a declaration by the chairperson of the meeting that a resolution has been carried or lost shall, unless a poll is demanded by conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, the resolution.
  • If a poll is demanded by the chairperson of the meeting or by three or more Members present personally, it shall be taken in such manner as the chairperson directs. The result of the poll shall be the resolution of the meeting, except that in the case of a special resolution, a majority of not less than three quarters of the Members who being entitled to do so vote personally at the meeting is required. Each Member present in person or any institution or corporate nominee at any meeting whose subscription is not in arrears shall be entitled to vote.
  • A poll demanded on any question of an adjournment shall be taken at the meeting and without adjournment.
  • In the case of an equality of votes, the chairperson shall have a casting vote in addition to a deliberative vote.

Minutes

  • Proper minutes of all proceedings of meetings of the Association and of meetings of the Executive Committee or a sub-committee, shall be entered within one month after the adoption at the subsequent Executive Committee meeting in minute books or files kept for the purpose.
  • The minutes kept pursuant of this section 14 shall be signed by the chairperson of the meeting at which the proceedings took place or by the chairperson of the next succeeding meeting.
  • Where minutes are entered and signed, they shall until the contrary is proved be evidence that the meeting was convened and duly held, that all proceedings held at the meeting shall be deemed to have been duly held, and that all appointments made at a meeting shall be deemed to be valid.

Voting Rights

Subject to these rules, each Member present in person whose subscription is not in arrears shall be entitled to one vote

Deposit of money

Subject to section 53 of the Act, the Association may invite and accept deposits of money from any person on such terms and conditions as may be determined by the Executive Committee from time to time.

Rules

  • These rules may be altered, rescinded or replaced by substituted rules if a special resolution is approved by the Members of the Association present personally and voting at a general meeting, the quorum for which shall be 20 per cent of All changes to the rules shall be registered with the Commission as required by the Act.
  • The registered rules shall bind the Association and every Member to the same extent as if they had respectively signed and sealed them, and agreed to be bound by all of the provisions

The Seal

  • The Association shall have a common seal upon which its corporate name shall appear in legible
  • The seal shall not be used without the express authorisation of the Executive Committee, and every use of the seal shall be recorded in the minute book of the Every document to which the seal is affixed shall be signed by the Chairperson and shall be countersigned by another Executive Committee Member.
  • The seal shall be kept in the custody of the Secretary or such other person as the Executive Committee may from time to time

Income and Property

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, profit or otherwise, to its Members PROVIDED THAT nothing in these rules shall prevent payment in good faith to officers of the Association or to a Member of the Association of:

  • out-of-pocket expenses incurred in carrying out the duties of a Executive Committee person where the payments do not exceed an amount previously approved by the Executive Committee;
  • remuneration for any service rendered to the Association in a professional or technical capacity, other than in the capacity as an Executive Committee person, where the provision of the service has the prior approval and the amount payable is approved by the Executive Committee and is not more than an amount which commercially would be reasonable for the payment of the service.

Indemnity by the Association

  • To the extent permitted by the Act, the Association indemnifies every officer of the Association against any liability incurred by that person in his or her capacity as an officer of the Association, unless the liability arises out of conduct on the part of the officer that involves a lack of good faith.
  • Without limiting clause 20.1, the Association indemnifies every officer and the auditor of the Association against any liability incurred by him or her in defending any proceedings, whether civil or criminal, in which judgment is given in his or her favour or in which he or she is acquitted.

Winding up

On dissolution of the Association all property remaining after payment of all legal liabilities shall be transferred to such other body formed for promoting similar objects as shall be approved by the Association provided that:

  • such other body shall also prohibit the distribution of income and property to the Members to the extent stated herein; and

22.1       the Association shall not be dissolved except by the approval of not less than three quarters of the Members present and voting at a meeting called for that purpose of which not less than one calendar month written notice of the proposed dissolution has been distributed to all Members.

Application of surplus assets

If after the winding up of the Association there remain “surplus assets” as defined in the Act, such surplus assets shall be applied to an association with similar objects as the Association.
STANDING ORDERS

Procedures for inviting nominations for Executive Committee Members

The nomination and election of Members of the Executive Committee under section 10.4 shall take place in the following manner:

  • Any Member of the Association shall be at liberty to nominate any other eligible Member to serve as a Member of the Executive
  • Not less than six weeks preceding an annual general meeting, the Secretary shall prepare a roll of Members who are eligible for nomination and entitled to vote.
  • The Secretary will invite nominations for the number of vacancies to be filled by advice to all Members on the roll; this advice is to be sent not less than four weeks preceding an annual general
  • Nominations, which shall be in writing and signed by the Member and his or her proposer, shall be lodged with the Secretary not less than two weeks preceding an annual general

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