rules of association
Mental Illness Fellowship SA Inc
1.1
The name of the Association
shall be "Mental Illness Fellowship
South Australia Inc" .
1.2
These rules of
association bind the Association and every Member to the same extent as if they
had respectively signed and agreed to be bound by all the provisions thereof.
2.1
In these rules of
association the following definitions apply:
"Act" means the Associations Incorporation Act 1985 (SA).
"Association" means Mental Illness Fellowship SA Inc.
"Board" means the board of the
Association as duly constituted under these Rules.
"Executive Committee" means a
sub-committee of the Board appointed and directed by the Board to make
administrative decisions between Board meetings.
"Eligible
Charity" means a fund, authority or institution which has similar
objects to the Association and to which income tax deductible gifts can be made
under Division 30 of ITAA.
"Financial year" means the period of
twelve months ending on the thirtieth day of June in each and every year.
"Gift Fund" means the gift fund established under Rule 5.
"ITAA" means the Income Tax Assessment Act 1997.
"Member" means a financial member of
the Association.
"Mental Illness" means any Mental
Illness and includes Mood Disorders.
"Mood Disorder" means unipolar depression, bipolar affective and
any schizoaffective disorder.
"Objects" means the objects of the
Association set out in Rule 4.
"Rules" means these rules of
association as amended from time to time.
"Special Meeting" means any meeting
of Members of the Association called by the Board to consider a specific
matter.
2.2
A reference to a person
includes a corporation and partnership and vice versa.
2.3
All definitions in the
Act apply to these Rules.
To
assist all South Australians affected by Mental Illness and their carers
through education, information, support and advocacy.
4.1
To provide a range of
education, support, rehabilitation, information and advocacy services and
programs which address comprehensively the needs and interests of:
4.1.1
people with Mental
Illness and psychiatric disability; and
4.1.2
their carers.
4.2
To promote the continued
development of the community based rehabilitation and support sector for those
with Mental Illness and their carers.
4.3
To promote greater
community knowledge, awareness, understanding and support about the effects of
Mental Illness on individuals and their carers.
4.4
To encourage research
into the causes and treatment of Mental Illnesses.
4.5
To encourage people with
Mental Illness and their carers to effectively manage their mental health and
to support each other.
4.6
To advance the right of
carers to be informed and consulted in the treatment of those with Mental
Illness.
4.7
To de-stigmatise Mental
Illness and foster community awareness that Mental Illness is as manageable as
a physical illness.
4.8
To provide opportunities
to Members and the community to contribute to the operation of the Association
in a variety of roles, including as volunteers.
4.9
To establish a gift fund
known as "The Mental Illness and
Mood Disorders Gift Fund" for status as a deductible gift recipient
under the ITAA.
The
Association must maintain for the Objects a Gift Fund:
5.1.1
which must operate on a non-profit basis;
5.1.2
to which gifts of money or property for the Objects are to be made;
5.1.3
which the public will be invited to contribute to;
5.1.4
to which any money received by the Association because of those gifts is
to be credited;
5.1.5
that does not receive any other money or property; and
5.1.6
which must be managed by the Board.
The
Association must use the following only for the Objects:
5.2.1
gifts made to the Gift Fund; and
5.2.2
any money received because of those gifts.
5.3.1
A separate bank account is to be opened to deposit money donated to the
Gift Fund, including any interest accruing thereon and gifts made to the Gift
Fund must be kept separate from any other funds of the Association and
accounted for accordingly.
5.3.2
Receipts for gifts to the Gift Fund must be issued in the name of the
Gift Fund and state the Australian Business Number (ABN) of the Association and
the fact that the receipt is for a gift.
On the
winding up of the Gift Fund or the Association ceasing to be a Deductible Gift
Recipient under Item 1 of the table contained in section 30-15 of the ITAA any
surplus assets of the Gift Fund must be transferred to an Eligible Charity as
the Board decides.
The Association
may:
6.1
acquire, administer and
dispose of any property necessary for the achievement of the Association's
functions;
6.2
administer any property
on trust;
6.3
open and operate bank
accounts;
6.4
invest its monies -
6.4.1
in any security in which
trust monies may by Act of Parliament be invested;
or
6.4.2
in any other manner
authorised by these Rules;
6.5
borrow money upon such
terms and conditions as the Association thinks fit;
6.6
give such security for
the discharge of liabilities incurred by the Association as it thinks fit;
6.7
appoint agents to
transact any business of the Association on its behalf;
6.8
enter into any other
contract it considers necessary or desirable;
6.10
terminate the
appointment and/or employment of the persons referred to in Rule 6.9 above at its discretion;
6.11
obtain such funds
considered necessary for the attainment of the Objects of the Association;
6.12
promote co-operation
with organisations with similar Objects to the Association;
6.13
affiliate with
organisations if such affiliations are declared by the Board to be of benefit
and complementary to the Objects of the Association; and
6.14
do all such other things
as the Association may from time to time deem incidental to its powers or
conclusive to the attainment of the Objects of the Association.
7.1
The Association may use
a common seal upon which its corporate name shall appear in legible characters.
7.2
The seal shall not be
used without the express authorisation of the Board and every use of the seal
shall be recorded in the minutes of the meetings of the Board. The affixing of the seal must be witnessed
by any 2 Board members together with the Public Officer of the Association.
7.3
The seal shall be kept
in the custody of such person as the Board may from time to time determine.
8.1
Any person, family or
organisation may apply for membership of the Association.
8.3
For the purposes of the
appeal process referred to in Rule 8.2 above, the Board must appoint a sub-committee
comprising 3 Board members none of whom can be the Board member exercising the
veto. In determining the outcome of the
appeal the sub-committee must take into account the reasons presented by the
Board member exercising the veto. The
sub-committees' decision is final and binding and must be communicated to the applicant in writing.
8.4
Upon the acceptance of
the application by the Board and upon payment of the first annual subscription
the applicant shall be a Member of the Association.
8.5
The Board may grant life
membership to any person who has given exceptional service or has made an
outstanding contribution to the benefit of the Association.
8.6
The Board shall keep a
register of membership listing all life members and Members.
8.7
A Member may resign from
membership of the Association by giving written notice thereof to the
Association.
8.8
The Board may make any
by-laws in relation to membership or Member subscriptions that are not contrary
to these Rules.
9.1
The subscription fees
for membership shall be determined by the Board which may grant pensioner and
student concessions.
9.2
The subscription fees of
membership shall be payable annually from 1 July each year or at such other
times as the Board shall determine.
9.3
Any Member whose
subscription is outstanding shall cease to be a Member of the Association.
10.1
After giving the
relevant Member an opportunity to be heard or to make a written submission, the
Board may, in its absolute and uncontrolled discretion, terminate the relevant
Member's membership. Expulsion shall be
effective immediately.
10.2
Particulars of grounds
relating to any proposed expulsion must be sent to the relevant Member at least
30 days before the meeting of the Board at which the matter will be determined.
10.3
The determination of the
Board will be communicated to the Member in writing.
10.4
An application for
membership by any person whose membership has been terminated may be made to
the next elected Board. Such an
application for membership must be treated as a fresh application, not a
renewal of the existing membership.
11.1
The affairs of the
Association shall be managed and controlled by the Board which in addition to
any powers and authorities conferred by these Rules may exercise all such
powers and do all such things as are within the Objects of the Association and
are not by the Act or by these Rules required to be done by the Association in
general meeting.
11.2
The Board shall have the
power to appoint, employ and dismiss such officers and employees as are
required to carry out the Objects of the Association, including a Public
Officer required by the Act and may delegate any of its powers to such officers
and employees.
11.4
Five of the Board
members nominated to the initial board subsequent to these Rules being adopted
shall be chosen by consensus or by lot to retire or seek re-election at the
first Annual General Meeting after their nomination and the balance of the
Board members nominated under Rule 11.3 must retire or seek re-election at the second Annual
General Meeting after their nomination.
Thereafter the position of each elected Board member shall fall vacant
upon the expiration of the term specified in Rule 11.5. The election of Board members at the first
Annual General Meeting pursuant to this rule shall be subject to the
requirements for the composition of the Board as defined in Rule 11.6.
11.6.1
At least one Board
member must be a carer and at least two Board members must be persons with a
Mental Illness.
11.6.2
No more than one Board
member shall be an employee of the Association.
11.7
The Board shall appoint
an Executive Committee comprising of a President, Vice President and Treasurer
from among its membership.
11.8
The President shall lead
the Association, be its Public Officer, and preside over the Board and at
general meetings of the Association. The President is responsible for the
implementation of the decisions of the Board.
11.9
The Vice President shall
assist the President, deputising for him or her, and undertaking any special
matters delegated by the President or the Board.
11.10
A person appointed by
the Board shall keep the minutes of the Board and general meetings of the Association
in accordance with the requirements of section 51 of the Act.
11.11
The Treasurer must
provide advice to the Board on accounting and financial matters; liaise with
representatives of funding authorities, government agencies and external
auditors as required; provide advice to the Association on accounting systems
and monitor performance; ensure that the Association's financial affairs are
correctly and efficiently conducted; ensure that all funds are dealt with in
accordance with these Rules; and ensure that accurate and timely information is
regularly circulated to the Board.
11.12
The Board shall be
responsible to the Association for correct financial management in accordance
with the Act and which is consistent with both the mission statement outlined
in rule 3 and the Objects of the Association outlined in rule 4.
11.13
The Board may appoint
sub-committees chosen from its membership from time to time to carry out any
specific purposes which the Board deems necessary or expedient. The Board may
co-opt any person it considers appropriate to assist the sub-committees in the
performance of their duties.
11.14
No person shall be
eligible to stand for election unless a Member of the Association has nominated
that person at least 21 days before the Annual General Meeting by delivering the
nomination to the office of the Association. The nomination shall be signed by
both the nominating Member and the nominee (to signify a willingness to stand
for election).
11.15
Notice of all persons
seeking election to the Board shall be given to all Members of the Association
with the notice calling the meeting at which the election is to take place. The
Board must review all nominees for compliance with the provisions of rule 9.3.
Notice of all nominations shall be given to Members of the Association with the
notice calling the meeting at which the election is to take place.
11.16
Election shall be by
majority vote of Members present except that no election be necessary if the
number of nominees does not exceed the number of positions available.
12.1
The office of Board
member shall become vacant if a Board member:
12.1.1
is elected, nominated or
appointed in breach of rule 11.6;
12.1.2
is disqualified by the
Act;
12.1.3
is expelled as a Member
under these Rules;
12.1.4
is permanently
incapacitated by ill health;
12.1.5
is absent without
permission of the Board from more than three consecutive Board meetings or from
more than four Board meetings in a term of office;
12.1.6 subject to rule 12.2, is no longer a Member of the Association; or
12.1.7
resigns in writing.
12.2
Rule 12.1.6 does not apply to Board members who are appointed
under Rule 11.6.3 or Rule 12.3.
13.1
The Board shall meet
together for the dispatch of business at least ten (10) times in each term of
office.
13.2
A quorum for a meeting
of the Board shall be five (5) members.
13.4
Decisions of the Board
shall be determined by a majority of votes except that in the event of equality
of votes the President shall be given a casting vote.
13.5
A member of the Board
having a pecuniary interest in a contract with the Association must disclose
that interest to the Board as required by the Act and shall not vote with
respect to that contract.
13.6
Proper minutes of all
meetings of the Board shall be entered in the minutes book or file kept for that
purpose. The minutes kept pursuant to this rule shall be signed by the
President (or such other person acting in that capacity pursuant to rule 13.3) presiding over the meeting at which the proceedings
took place or by the President of the next meeting.
13.7
Where minutes are
entered and signed they shall be evidence that the meeting was convened and
duly held and that all decisions and appointments made at that meeting shall be
deemed to be valid.
14.1
The Board may call a
Special Meeting of the Association at any time and shall call an Annual General
Meeting in accordance with the Act.
14.3
If a Special Meeting is
not convened within twenty one (21) days as required by sub-rule 14.2 the requisitionist may convene a Special Meeting and:
14.3.1
such a meeting shall be
convened in the same manner as a meeting convened by the Board and for the
purpose specified in the requisition;
14.3.2
the Board shall ensure
that the requisitionist is supplied free of charge with details of Members
entitled to receive a notice of meeting; and
14.3.3
the reasonable expenses
of convening and conducting such a meeting shall be borne by the Association.
14.5
In the case of the
Annual General Meeting the business to be considered at the meeting shall
include the accounts and reports of the Board and the auditors, the appointment
of auditors and Board members and any other business requiring consideration by
the Association in general meeting.
14.6
A notice may be given by
the Association to any Member by serving the notice personally or by sending it
by post to the address appearing in the register of membership. Where a notice
is sent by post service the notice shall be deemed to be effected if it is
properly addressed and posted by ordinary prepaid mail.
14.7
The Annual General
Meeting shall be held once each calendar year and not prior to, or more than
five (5) months after, the close of the financial year which shall be the 30th
day of June each year.
15.1
Thirty (30) Members
present shall constitute a quorum at any meeting other than a Board meeting.
15.2
If, within 30 minutes
after the time appointed for the meeting, a quorum is not met, then ten (10)
Members shall constitute a quorum.
15.3
An Executive Committee
Member shall preside as Chairperson at any meeting of the Association other
than a Board meeting.
15.4
The Chairperson may with
the consent of any meeting at which there is a quorum adjourn the meeting 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 twenty-one (21) days or more notice of the
adjournment shall be given to Members pursuant to rule 14.4.
15.5
Items of general
business must be received at the office of the Association 21 days prior to an
Association meeting.
15.6
At any meeting of the
Board or general meeting of the Association decision shall normally be by
consensus determined through the President or Chairperson as the case may be.
However the President (or the Chairperson as the case may be) or any Member
present may request that a resolution be put to a vote. In this case decisions
shall be by simple majority of those present except as otherwise provided in
these Rules.
15.7
Where these Rules or the
Act is silent as to procedure, general law meeting rules apply.
15.8
Any contested election
at a meeting shall be by secret ballot.
15.9
Each member present at a
meeting shall be entitled to one (1) vote.
15.10
A member may vote at a
general meeting as proxy for an absent member who has delivered a written
notice of proxy to the President or the premises of the Association prior to
commencement of the general meeting.
15.11
Proper minutes of all
Association meetings shall be kept and signed by the President or the
Chairperson of each meeting. Signed minutes shall be deemed as evidence that
the proceedings took place and that all decisions, appointments and elections
made at the meeting are valid.
16.1
The Association shall
keep such accounting records as are necessary to correctly record and explain
the financial transactions and financial position of the Association.
16.2
At the end of each
financial year the books and accounts of the Association shall be audited by a
qualified auditor who is not a Member of the Association. The auditor shall
have been duly elected by the membership and shall be requested to prepare an
auditor's report for submission to the Annual General Meeting. The Board shall
submit the auditor's report to the meeting.
17.1
The Board may subject to
the approval by a special resolution of the Members of the Association alter
(including an alteration to name), rescind and replace by substitute rules
these Rules. Such alteration, rescission or replacement shall be registered as
required by the Act.
17.2
Any Member wishing to
propose any amendment to these Rules must give notice thereof in writing to the
Association and state the nature of such alteration or addition and move such
proposed alteration or addition at the next Annual General Meeting or Special
Meeting called for the purpose of considering such amendment. If seconded these
Rules may be amended or altered by a simple majority of members present at that
meeting.
17.3
Notification of such
proposed amendment as described above must be available to every member at
least twenty-one (21) days before the Annual General Meeting or Special Meeting
at which such proposal is to be moved.
18.1
Persons who, with the
authority of the Board, incur any debt or other liability on behalf of the
Association shall have such liability met by the Association so that they incur
no personal loss.
18.2
The income property and
funds of the Association, whensoever derived, 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 dividends, bonus, or
otherwise howsoever by the way of profit to the Members or relatives of Members
of the Association, provided that nothing herein shall prevent the payment in
good faith of remuneration to any officer or servant of the Association or any
Member of the Association in the return for any service actually rendered to the
Association or reasonable and proper rental for premises let by any Member to
the Association.
18.3
On dissolution all
property remaining after payment of all legal liabilities shall be transferred
to such other body formed for promoting similar objectives or charitable
objects as shall be approved by the Association provided that:‑
18.3.1
such other body shall
also prohibit the distribution of income and property to the Members to the
extent stated herein;
18.3.2
such other body is an
Eligible Charity; and
18.3.318.3.1
the
Association shall not be dissolved except by approval of not less that
three-fourths of the Members present at a constituted meeting of the
Association. Twenty-one (21) day's written notice of the proposed dissolution
must be distributed to all Members.