Karitsa Community of SA Constitution

KARITSA COMMUNITY OF SOUTH AUSTRALIA

INCORPORATED

1.                       The name of the Association shall be “Karitsa Community of South Australia Incorporated” (hereinafter called “The Community”).

Definitions
“committee” means the committee of management of the Community as defined in section 7.

”the Act” means the Associations Incorporation Act 1985.

2.                       Objectives

              The Objects for which the Community is established are:-

2.01       To promote and maintain unity, friendship and close ties between people with an interest in Greek culture and heritage in South Australia and Australia generally.

2.02       The exchange of educational, cultural and social ties between people in Australia, Greece or elsewhere in the world with an interest in Greek culture and heritage.

2.03       The promotion and maintenance of Greek culture, ethos and language amongst people in Australia particularly among the youth with an interest in Greek culture and heritage.

2.04       The creation, establishment and support of philanthopic, cultural and educational institutions in South Australia and elsewhere.

2.05       The promotion of the welfare, education and advancement of members but to exclude political or religious associations.

2.06       To co-ordinate initiatives and to engage in all activities as are incidental or conducive to the attainment of the above objects.

3            POWERS

              The Community shall have the following powers which shall be vested in the Community in addition to and without limitation on any powers conferred by law.

3.01       To purchase, take on lease or in exchange, hire, otherwise acquire and maintain any real or personal property and any rights or privileges in relation thereto provided that any sale or purchase of real property shall be subject to approval by the majority of members entitled to vote at an Annual General Meeting or Extraordinary General Meeting.

3.02       To construct, maintain and alter any building or works necessary or convenient for the purpose of the Community.

3.03               To sell, exchange, lease, mortgage, hire, dispose of, turn to account or otherwise deal with all or any party of the real and personal property of the Community.

3.04               To borrow, raise or secure the payment of money in such manner as the Community thinks fit, with power to issue debentures, grant mortgages charges or any other class of security upon or charging all or any of the property, real or personal (both present and future) of the Community and to redeem or pay off any existing or future security.

3.05       To invest and deal with the moneys and other assets of the Community not immediately required for its purposes in such manner as may from time to time be determined.

3.06       To co-operate, affiliate and enter into reciprocal arrangements with any other club or association having objects wholly or in part similar to those of the Community.

3.07       To appoint, employ and pay officers and servants and to dismiss or suspend any officer or servant.

3.08       To do all such other things as are necessary for the attainment of the objects of the Community.

3.09       To raise, obtain and receive funds or other aid for the purpose of achieving the objects of the Community by means of subscriptions, donation, bequests, entertainment’s or other  functions, or by any other means.

3.10       To apply all necessary statutory and government bodies and appropriate commissions, for appropriate consents, authorisations and exemptions in connection with the charitable ramifications hereinbefore mentioned.

3.11       Singularly or in conjunction with other organisations to establish centres for the achievement of any of the objects herein.

3.12       To do all things necessary to secure grants for the achievement of any of the objects herein from any person, body or organisation and from any Government.

3.13       To enter into any arrangements with any Government or Municipal authority for the purpose of obtaining from such Government or Municipal authority any rights, privileges and concessions which the Community may think desirable to obtain, and comply with any such arrangements, rights, privileges and concessions.

3.14       To print any newspapers, periodicals, books or leaflets that the Community may think desirable for the promotion of its objects.

3.15       To apply to obtain and renew from time to time any license under the provisions of the Liquor Licensing Act.

3.16       To do all such other things as are necessary for the attainment of the objects of the Community.

4            INCOME AND PROPERTY

4.01       The income and property of the Community shall be applied solely to the promotion of its objects and no part thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of pecuniary profit to the members.

4.02       The provisions of Rule 4.01 shall not prevent the payment of remuneration in good faith to employees and servants of the Community or other persons in return for services actually rendered to the Community. No executive committee member shall be renumerated for any services rendered to the Community.

5            MEMBERSHIP

5.01       The Community shall be comprised of members of any person with an interest in the attainment of the objects of the Community.

5.02       There shall be no classes of members and all members of the Community shall be equal ordinary constituted members.

5.03               A member which has not paid their annual subscription shall not be entitled to take part in the Annual General Meeting unless the outstanding subscriptions are paid in full.

5.04               All members which have paid their annual subscription are entitled to nominate or be nominated for election at an Annual General Meeting to either the Executive Committee or Auditing Committee.

5.05               Any member desiring to resign from the Community may do so at any time.

6            SUBSCRIPTIONS

6.01       An annual subscription shall be payable by members and shall be such sum as may from time to time be determined by the Community at its General Meeting.
 

6.02       The annual subscription shall be payable in advance on or before the general meeting in each year.

6.03               Any member admitted during the currency of any year shall pay the full annual subscription within 1 month of their admission to membership.

6.04               Any member resigning from the Community is not entitled to a refund of subscriptions or any contribution of subscription paid by that member.

7            THE COMMITTEE (EXECUTIVE COMMITTEE)

7.01       The business affairs of the Community shall be managed by an Executive Committee. The Executive Committee shall comprise:-

              (a)      The President;

              (b)     Vice-President;

              (c)      Secretary;

              (d)     Assistant-Secretary;

              (e)      Treasurer;

              (f)      Assistant-Treasurer;

                       

              If there is less than six participating members, members of the Executive, may exercise dual responsibilities.

7.02       The executive Committee: - up to another 4 members can be elected at an Annual General Meeting for a term of 2 years to assist the Executive Committee in managing the general business affairs of the Community.

7.03               Without prejudice to any powers herein elsewhere conferred the Executive Committee shall have power to do any one or all of the following things:-

              (a)     To form, appoint and remove as the occasion may require in their discretion such Sub-Committees as are required by this Constitution and such additional sub-committees as they may think fit, provided always that the President, Chairman, Secretary and any other official of the sub-committees shall be elected by the members of the sub-committee.

(b)          To appoint the other officials or servants of the Community as may be necessary to properly conduct its business and affairs and to remove them as the occasion may require in their discretion.

(c)           To delegate (subject to such conditions as it thinks fit) and of its powers to sub-committees consisting of such members of the Executive Committee and other person or persons co-opted for that purpose as it may determine and to make such regulations as to the proceedings of such sub-committees as may be thought desirable.

(d)          Subject to these Rules to regulate and control its own meeting and the transactions of business there at.

(e)           To open and operate any banking in the name of the Community and subject to these Rules to draw and make accept endorse and issue negotiable securities or instruments whatsoever kind or nature and to determine by what officers of the Executive such negotiable securities or instruments shall be signed or endorsed.

(f)           To take and defend all legal proceedings by or on behalf of the Executive and to appoint all necessary attorneys for any such purpose.

(g)          To borrow raise or secure the payment of money and to sell and dispose of the assets of the Community.

(h)          To do and perform any other acts matters and things in connection with or relative to the management of the Community not by these Rules required to be done by the Community in general meeting.

(i)            Any donation, gift, or monetary assistance made by the Executive Committee is limited to the sum of $1,000.00 or such sum as the Annual General Meeting may decide.

8            PROCEEDINGS OF THE COMMITTEE MEETING

             

8.01       The Executive Committee may meet together for the despatch of business, adjourn and otherwise regulate their meetings as the Committee thinks fit.

8.02       Subject to these Rules, questions arising at any meeting shall be decided by a majority of votes and a determination by a majority of members present at a Committee meeting shall for all purposes be deemed a determination of the Executive Committee. In the case of an equality of votes the President and in his absence the Chairperson of the meeting shall have a second or casting vote.

8.03       At every meeting of the Committee the President of the Executive Committee shall chair the meeting and in his/her absence the Vice-President and in the absence of both the members present shall choose one of their number to be chairperson of such meeting.

8.04               The Chairperson may at any time and the Secretary shall on the requisition of two members of the Committee or in any event at least once in every three months summons a meeting of the Committee.  At least two days notice shall, unless otherwise unavoidable in the interests of the Community be given to each member of the Committee.

8.05               Any member of the Community may attend a committee meeting but cannot, unless given permission to do so by the committee, participate in or contribute to the business addressed at the meeting.

8.06               The Committee shall keep a minute book showing the members present, the resolutions proposed and passed and all other proceedings at its meeting. The minute book or copies thereof shall be made available to any member of the Community for their perusal.

9            GENERAL MEETINGS

9.01       The General Meeting of the Community shall be convened or held on a day as shall be determined by the Committee no later than 5 months after the end of the financial year.

9.02       All General Meetings other than the Annual General Meetings shall be called Special General Meetings and shall be convened by the Secretary whenever the Committee deem it expedient to do so.

9.03       Fourteen days notice in writing of every general meeting shall be given to every member of his/her address appearing in the Register of Members by prepaid post stating the time of the meeting and a draft agenda outlining the nature of the business to be transacted.

9.04     Any member desiring to bring forward any business may give notice thereof in writing to the Secretary who shall include the same in the final agenda to be issued at the meeting or may do so under “general business” at the meeting.

10          PROCEEDINGS AT GENERAL MEETINGS

10.01     No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. Except as herein otherwise provided at least half of the members of the Community present in person shall be a quorum.

10.02     If within thirty minutes from the time appointed for the meeting, a quorum is not present and the meeting is convened upon the requisition of members the meeting shall be dissolved.  In any other case if within thirty minutes from the time appointed for the meeting, a quorum is not present the members present shall form a quorum.

10.03     The President and in his absence the Vice-President of the Committee shall preside as chairperson at every general meeting but if neither is present within thirty minutes from the time appointed for the meeting or if they are unwilling to act the members present shall elect one of their number to be chairperson of the meeting.

10.04     The Chairperson may, with 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 that 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 in the case of an original meeting but not otherwise shall it be necessary to give any notice of any adjournment or of the business to be transacted at any adjourned meeting.

10.05     Subject to any specific provisions in these Rules to the contrary, resolution of general meeting must be carried by a majority of votes and in the case of and equality of votes the chairperson of the meeting shall be entitled to a second or casting vote.

10.06     At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands and a declaration by the chairperson that a resolution has been carried and an entry to that effect in the minutes book of the proceedings of the Community shall be conclusive evidence of the fact without proof of the number of proportion of the votes recorded in favour of or against such resolution provided that the chairperson of the meeting or any three members present in person may call for a division which shall thereupon be taken without further debate.

10.07     The following shall be the order of business at every Annual General Meeting:-

              (a)     Confirmation of the minutes of the last Annual General Meeting and of any special general meeting held since the preceding Annual General Meeting.

              (b)     Receipt of the Annual Balance Sheet, Profit and Loss and accompanying accounts and reports of the Committee and Auditing Committee and the adoption of same or otherwise.

(c)           Any special business of which notice has been given or which is brought forward by the Committee.

(d)          General Business.

10.08           A member shall be entitled to appoint in writing a natural person who is also a member of the Community to be their proxy, and attend and vote at any general meeting of the Community.

11                ELECTIONS

11.01      At every second Annual General Meeting, elections shall be held to appoint members to the Committee (Executive Committee) and the Auditing Committee. All members of the Community who have paid up their annual subscription at the time of the Annual General Meeting are eligible to vote.

11.02      First the election of the incoming Auditing Committee shall be conducted overseen by the outgoing Auditing Committee.

11.03      Proceeding the election under rule 11.02 the election of the Committee shall be conducted and overseen by the newly elected Auditing Committee.

11.04      The members of the elected Committee shall elect the various positions of office which constitute the Executive Committee.

12          PRESIDENT/VICE-PRESIDENT

12.01     The President shall chair all Committee meetings and all other meetings of the Committee and shall be an ex-official member of all other committees or sub-committees as may be appointed from  time to time.

12.02     The Vice-President shall perform the President functions in the absence of the President.

13.         SECRETARY/ASSISTANT SECRETARY

13.01     The duties  of the Secretary of the Community shall be as follows:-

              (a)     To keep full and correct minutes of all resolutions and proceedings of every general meeting provided for that purpose together with a record of the names of members present at all meetings.

              (b)     To keep a Register of members of the Community setting forth their names and addresses.

              (c)     To attend to all correspondence.

              (d)     To perform such other duties as the Committee may set forth.

              (e)     To use an amount of petty cash to be decided by the Committee and balance at each meeting.

13.02     The Assistant-Secretary shall assist the Secretary and shall perform the Secretary’s duties in the absence of the Secretary.

14.         TREASURER/ASSISTANT-TREASURER

14.01     The duties of the Treasurer of the Community shall be as follows:-

              (a)     To collect and receive all moneys due to the Community and make all payments authorised by the Committee.

              (b)     To keep correct accounts and books showing the financial affairs of the Community with full details of receipts, disbursements and other particulars usually shown in books of account of a like nature and send periodical financial affairs to the Committee together with all bank books and statements.

              (c)     Perform such other duties as the Committee direct.

14.02     The Assistant-Treasurer shall assist the Treasurer and shall perform the duties of the Treasurer in the absence of the Treasurer.

15          ACCOUNTS

15.01     The financial year of the Community shall end on the 30^th day of June of each year.

15.02     The Committee shall cause to be prepared, audited and printed every year an income and expenditure statement, balance sheet and other accompanying accounts.  The said balance sheet shall be prepared and other accounts shall cover the year ending on the said 30^th day of June in each year.

15.03     The aforesaid financial statements shall be submitted to the Community at the Annual General Meeting immediately following and a copy of the same shall be sent to every member together with the notice covering such meeting or where not practical be made available to all members prior to the commencement of such meeting.

15.04     Any bank account, facility or cheque account operated by the Community shall require the signatures of the President, Secretary and Treasurer before it can be operated.

16          AUDITING COMMITTEE

16.01     The Auditing Committee for the Community shall be appointed at every second Annual General Meeting in accordance with the relevant requirements for the purposes of elections for this Community. The Auditing Committee:-

              (a)      Shall comprise of 3 elected members of the Community; and

              (b)     Shall not be members of the Executive Committee of the Community; and

(c)           Shall between them elect a chairperson to chair the Auditing Committee.

16.02     The Auditing Committee shall, once each year or whenever it desires examine the accounts, financial statements and any other records of the Community relevant to ascertaining the state of the Community’s financial affairs, and shall certify the correctness thereof.

16.03     The Auditing Committee shall make a report to the members upon the accounts to be submitted to every Annual General Meeting and in every such report shall state whether in their opinion they are properly drawn up so as to exhibit a true and correct view of the Community’s financial affairs.

17          DISSOLUTION

17.01     The Community may be dissolved:-

              As a result of a decision to do so by seventy five percent, 75%, of the total number of members present at a General Meeting.

17.02     On dissolution of the Community:-

              In the case of dissolution of the Community, then the assets of the Community are to be bequeathed as determined majority vote of members at a General Meeting.

18          EXPULSION OF A MEMBER

18.01           Subject to giving a member an opportunity to be heard or to make a written submission, the committee may resolve to expel a member upon a charge of misconduct detrimental to the interests of the Community.

18.02           Particulars of the charge shall be communicated to the member at least one month before the meeting of the committee at which the matter will be determine.

18.03           The determination of the committee shall be communicated to the member, and in the event an adverse determination the member shall, (subject to 18.04 below), cease to be a member 14 days after the committee has communicated its determination to the member.

18.04           It shall be open to a member to appeal to the Community in general meeting against the expulsion. The intention to appeal shall be communicated to the secretary or public officer of the Community within 14 days after the determination of the committee has been communicated to the member.

18.05           In the event of an appeal under 18.04 above, the appellant’s membership of the Community shall not be terminated unless the determination of the committee to expel the member is upheld by the members of the Community in general meeting after the appellant has been heard by the members of the Community, and in such event membership will be terminated at the date of the general meeting at which the determination of the committee is upheld.

19          DISQUALIFICATION OF COMMITTEE MEMBERS

              The office of a committee member shall become vacant if a committee member is:

19.01           Disqualified from being a committee member by the Act;

19.02           Expelled as a member under these rules;

19.03           Permanently incapacitated by ill health.

20                     ALTERATION OF RULES OF COMMUNITY

20.01           These rules may be altered (including an alteration to the Community’s name) by special resolution of the members of the Community. This includes recision or replacement by substitute rules.

20.02           The alteration shall be registered with the Office of Consumer and Business Affairs, Corporate Affairs and Compliance Branch, as required by the Act.

20.03           The registered rules shall bind the Community and every member to the same extent as if they have respectively signed and sealed them, and agreed to be bound by all of the provisions thereof.

21          INDEMNITY OF MEMBERS

              The Community shall indemnify any employee, officer, or member of the Executive Committee acting in good faith or within the scope of his/her duties or within what he/she reasonably believes to be within the scope of his/her duties against any claim or demand for loss or damage arising out of any legal liability which he may have personally incurred whether contractual or tortuous in consequence of any act, omission error or judgment.

              The above rule were approved by General Meeting of Members on the  27^th day of  July in the year 2015 and the Executive Committee were delegated the authority to repeal the existing Constitution and to effect under the above Constitution the registration of the Community as an Incorporated Association pursuant to the Incorporated Associations Act.