The following Constitution is a draft only to be put to this years AGM for adoption, so any comments from our members are welcome. Just go to the "contact us" page.

Legend:

Wording within (brackets) are suggested to be added

Wording with a line through them will be taken out

PHYSICAL DISABILITY COUNCIL OF SOUTH AUSTRALIA

(Draft) CONSTITUTION (Draft)

1. NAME

 The name of the incorporated Association shall be Physical Disability Council of SA (South Australia) Incorporated hereinafter called ‘the Council’.

 2. OBJECTS

 The objects of the Council shall be:-

 2.1   To promote equality of opportunity for people with physical disabilities, being people with a physical impairment which is or is likely to be permanent, and which results in a significantly reduced physical capacity to engage in one or more major life activities including accommodation, education, mobility, employment, self care and recreation.

 2.2.  To consult with and provide information to people with physical disabilities, and to represent their views and promote their interests to government and to the general community.

 2.3   To liaise with and be represented on the National Physical Disability Council of Australia (PDCA) of which the Council is a State branch.

 2.4.  To provide or promote relevant education and development opportunities for people with physical disabilities, those who work with them, and the general community.

 2.5   To do all such other things as may be incidental to the attainment of such objects.

 3.     MEMBERSHIP

3.1   Ordinary Members shall be individuals who (NOT members of the Board), have agreed to accept the above objects, paid the prescribed membership fee if any, applied in writing for membership, been accepted as members by majority vote of the (Board) Committee or of a General Meeting, and who are:

3.1.1     Persons with a physical disability aged not less than 18 years.

3.1.2.   Parents, guardians or advocates of persons with a physical disability aged not less than 18 years.

3.2.         Affiliated Organisation Members shall be organisations which demonstrate a commitment to the consumer rights and empowerment of people with physical disabilities, have a membership and Board of Management more than half of whom are people with a physical disability, which have expressed support for the above objects, have applied in writing for membership, paid the prescribed membership fee if any, and which are accepted as Affiliated Organisations Members by majority vote of the Committee or of a General Meeting.  An Affiliated Organisation Member may appoint a representative who may speak and vote on its behalf.  An Organisation which does not meet the criteria to be an Affiliated Organisational Member in regard to the requirement that their membership and Board of Management comprise of more than half of people with a physical disability may apply in writing for a waiver of this requirement.  The granting of a waiver must be supported by at least 75% of he Management Committee.

3.3.      Affiliate individual members shall be persons who have agreed to accept the above objects, paid the prescribed membership fee if any, applied in writing for membership, and who have been accepted as Associate members by majority vote of the Committee or of a General Meeting, including Parents, guardians or advocates of persons with a physical disability aged not less than 18 years.

Affiliate members may participate in General meetings of the Council at the discretion of the President but may not vote.

3.4    Affiliate Organisation Members shall be organisations which demonstrate a commitment to the consumer rights and empowerment of people with physical disabilities, have expressed support for the above objects, have applied in writing for membership, paid the prescribed membership fee if any, and which are accepted as members by majority vote of the Committee or of a General Meeting. An Associate member may appoint a representative who may participate on its behalf in General meetings of the Council at the discretion of the President but may not vote.

3.4.1     Membership may be suspended by not less than two-thirds majority vote at a Committee or General Meeting.

3.4.2   Any suspended member may on (at least) not less than 2 weeks' written notice (Appeal the suspension to the) require the suspension to be reconsidered at one subsequent General Meeting.

3.4.3   The Council shall not be required to accept the renewal of membership of a suspended member when renewal next falls due.

3.5  (Voting entitlement of a member) Membership shall cease on:

3.5.1     Resignation in writing delivered to the premises of the Council;

3.5.2     (Failure to renew) Non renewal of membership within two months of expiry.

4.    MANAGEMENT

4.1   Management shall be vested in the (Board) Committee of not less than 7 nor more than 10 persons, who shall be Ordinary Members (3.1) and who shall be elected at the Annual General Meeting PROVIDED THAT

4.1.1.  Not less than three quarters of the (Board) Committee members shall be persons with a physical disability; and

4.1.2.  Consideration (shall) will be given to the desirability of providing representation where possible for different member interests relating to age, gender, city and country location, ethnicity, different types of physical disability, and other relevant issues.

4.2   The Office Bearers of the (Board) Council shall be the President, Vice President, Secretary and Treasurer (and) who shall be elected by the members at the Annual General Meeting prior to the election of the remainder of the (Board) Committee members, or failing such election shall be chosen by the (EXISTING Board) Committee from its members at a Committee meeting held within 1 week following the Annual General Meeting, PROVIDED THAT

4.2.l.   The President shall be a person with a physical disability; and

4.2.2   Where possible there will be Office Bearers of both sexes.

4.3   The Committee shall meet as often as may be required, to conduct the business of the Council, and not less than 4 times each calendar year.

4.4   The quorum shall be one half (of the total of the elected members of the Board) the number of Committee members.

4.5   The President or (any) two other members of the (Board) Committee shall have power to call a meeting of the (Board) Committee.

4.6   Notice of meetings shall be given at the previous (Board) Committee meeting or by 7 days' written notice distributed to all (Board) Committee members. Or in an emergency by such other notice as shall be ratified by the (Board) Committee.

4.7   An Office Bearer or member of the (Board) Committee shall cease to hold such office upon:-

4.7.1   Resignation in writing;

4.7.2   Suspension as a member of the Council;

4.7.3   Absence for three successive (Board) Committee meetings without explanation acceptable to the (Board) Committee.

4.7.4   Majority vote of the Council at a General Meeting that the position will be declared vacant because the duties of the position have not been performed in a proper and acceptable manner.

PROVIDED THAT notice of motion to declare the position vacant has been given to the members, and that the person the subject of the motion shall be provided with an opportunity to speak on the motion.

4.8       Vacancies unfilled or arising in the Office Bearers or other (Board positions), Committee Members may be filled by the (Board) Committee by co-opting members for the unexpired remainder of the term (of that position).

4.9     The (Board) Committee may function validly notwithstanding any vacancies so long as its number is not reduced below the quorum.

4.10    The (Board) Committee may appoint sub committees of members and non-members, for specific purposes who shall meet as they see fit or as directed by the (Board) Committee and who shall report (back) to the (Board) Committee.

4.l 1    The (Board) Committee may appoint an Executive of the Office Bearers together with one other (Board) Committee member who shall meet to carry out day-to day business delegated by the Committee and who shall report to the subsequent (Board) Committee meeting.

4.12    The (Board) Committee shall elect (annually) (2) (1) State representatives to be on the National PDCA

4.13    The (Board) Committee shall appoint a Public Officer who shall notify the Corporate Affairs Commission of such appointment and who shall file such other returns and notices as shall be required by law.  The Public Officer shall hold office until another person is appointed to the position by the (Board) Committee.

4.14    (Board) Committee members shall upon election or nomination become members in their own right.  They may express the views and interests of any organisation which they represent, but must vote in the interests of the Council and to carry out its objects.

4.15    (Board) Committee members must not vote in any decision in which they have a financial interest and must not use their position to obtain any financial or other advantage for themselves.

4.16    No Office Bearer shall hold the same office for more than 3 (2) successive years, (except by election of those present at the A.G.M.).

5.     POWERS

5.1       The powers of the Council shall be the powers contained in the Associations Incorporation Act and without limiting those powers the Council shall be entitled to hold real or personal property, open and operate bank accounts, invest in trustee securities, and enter into any necessary or desirable contract including a contract of employment.

5.2       The (Board) Committee shall be entitled to exercise the full powers of the Council, and without limiting those powers shall have the management and control of the funds and other property of the Council, provided that the Council must obtain the approval of a General Meeting before borrowing money or securing any payment by charging the property of the Council.

6.     GENERAL MEETINGS

6.1       The Annual General Meeting shall be held at least once in each calendar year and not more than three months after the close of the financial year.

6.2       The business of the Annual General Meeting shall be:-

6.2.1   To confirm the minutes of the preceding Annual General Meeting;

6.2.2   To receive the President's report for the previous financial year;

6.2.3   To review the Treasurer’s report and the audited financial statements for the previous financial year, together with the financial budget for the current financial year;

6.2.4     To elect or re-elect the (Board) Committee Members who must consent in person or in writing;

6.2.5     To conduct any other business placed on the agenda before the commencement of the meeting.

6.3       A Special General Meeting shall be called by the Secretary within 28 days of receipt of a directive of the Committee or a written request of 3 (Board) Committee members or 6 members specifying the business to be conducted at the meeting

6.4       Written notice of not more than 28 days and not less than 7 days of all General Meetings shall be displayed at the premises of the Council and distributed to all members who do not visit the premises regularly.

6.5       Members shall each be entitled to one vote at any General Meeting at which they are present.

6.6       A quorum at any General Meeting shall be 10 members or two thirds of the members whichever is (the) less.

6.7       If, at any General Meeting there is no quorum within 30 minutes of the time appointed for the meeting, then a majority of members present may decide to adjourn the meeting for a period not exceeding 14 days.  The quorum for such adjourned meeting shall be reduced to 5 failing which the meeting will lapse altogether.

 7.   VOTING

 7.1.  Ordinary members and Affiliated Organisation Members may vote in elections and other decisions of the Council in General Meeting.  Associate Individual Members and Associate Organisation Members may participate in general meetings of the Council at the discretion of the President but may not vote.

 7.2       Voting shall be by physical or verbal indication except that:

 7.2.1     Any contested election at an Annual General Meeting or otherwise shall be by secret ballot;

 7.2.2     The meeting may by voting require any other vote to be by secret ballot.

 7.3       Persons with special interests or knowledge relevant to the Council may be invited to attend any meeting and to speak at the discretion of the President, but such persons may not vote.

 8.     PRESIDENT

 8.1       The President shall ensure the safekeeping of the Common Seal which shall be affixed only by resolution of the (Board) Committee or of a General Meeting and in the presence of two (Board) Committee members including at least one Office Bearer.

 8.2       The President shall chair (the) Executive, (Board) Committee, and General meetings, except that in the absence of the President, or at the request of the President, or of a majority of a meeting, the Vice President or another member may be elected as chairperson for that meeting.

 8.3     The chairperson at any meeting shall have a personal deliberative vote and shall in addition have a casting vote. if votes are equal.

 8.4     The President together with the Secretary shall prepare the agenda for (Board) Committee and General Meetings.

 8.5     The chairperson of a meeting shall encourage full balanced participation by all members and shall decide on matters of order.

 8.6     The President shall act as Spokesperson unless an alternative Spokesperson has been appointed by the (Board) Committee or a General Meeting.  The Spokesperson shall make statements in accordance with previously agreed policy, or in an emergency following consultation with at least 2 members of the (Board) Committee.

 9. TREASURER

 9.1       The Treasurer shall ensure that all monies received are paid into an account authorised by the (Board) Committee in the name of the Council.  Payments shall be as petty cash or by cheque signed by 2 authorised signatories of whom there shall be no more than 3 appointed by the (Board) Committee.  Major or unusual expenditures shall be authorised in advance by the (Board) Committee or a General Meeting.

 9.2       The Treasurer shall ensure that records are kept of all receipts and payments and other financial transactions.  Such records shall be available for inspection by any member (on application).

 9.3       The Treasurer shall ensure that financial budgets and statements are prepared and shall submit a report on the finances to each (Board) Committee Meeting.

 9.4       The Treasurer shall ensure that annual Financial Statements comprising either an account of receipts and payments and a statement of assets and liabilities, or an account of income and expenditure and a balance sheet, shall be prepared following the end of the Council's financial year, which shall commence on 1st July and end on 30th June unless altered at a General Meeting.

 9.5     The Treasurer shall ensure that the annual Financial Statements are audited before presentation to the Annual General Meeting by an independent auditor who shall be appointed by the (Board) Committee, provided that where the auditor is changed the Treasurer shall so inform the Annual General Meeting in the Treasurer’s Report.

 10.     SECRETARY

 10.1    The Secretary shall ensure that notice of meetings is given in accordance with the provisions of this constitution.

 10.2    The Secretary shall ensure that records are kept of the Council including the constitution and policies, records of members, a register of minutes of meetings and of notices, a file of correspondence, and records of submissions or reports made by or on behalf of the Council.

  10.3      In the absence of the Secretary or at the request of the Secretary or of a majority of the meeting another member shall be elected as minutes Secretary.

 11.       EMPLOYEES

 11.1      An employee of the Council may be a member of the Council or any sub-committee.

 11.2      A person performing paid work for the Council on a regular substantial basis:

 11.2.1   Shall not be a member of the (Board) Committee; and

 11.2.2  Shall not take part in decisions relating to (that) paid work, and shall remain absent from deliberations relating to any worker if so requested by a majority of the (Board) Committee

 12.       AMENDMENT OF CONSTITUTION & RULES

 12.1      This constitution may be repealed or amended by resolution of three-quarters of members present and voting at a General Meeting of which not less than 7 days' written notice including notice of the proposed repeal or amendment has been distributed to all members.

 12.2      Rules for the proper administration of meetings or business may be made, repealed or amended by a General Meeting or by a (Board) Committee Meeting subject to subsequent disallowance at a General Meeting, provided that not less than 7 days' written notice including notice of the proposed new rule, repeal or amendment has been distributed to all members.

 13.       LIABILITY, PROPERTY AND DISSOLUTION

 13.1      Persons who with the authority of the (Board) Committee incur any debt or other liability on behalf of the Council shall have such liability met by the Council so that they incur no personal loss.

 13.2      The income property and funds of the Council shall be used solely towards the promotion of the objects and shall not be paid or transferred to any members or relatives of members provided that nothing herein shall prevent any payment in good faith to any person in return for services actually rendered or to any person in furtherance of the objects of the Council and without undue preference.

 13.3      On dissolution all property remaining after payment of all legal liabilities shall be transferred to such other body formed for promoting similar objects (objectives) or for charitable objects (objectives) as shall be approved by the Council provided that:-

 13.3.1       Such other body shall also prohibit the distribution of income and property to the members to the extent stated herein;

 13.3.2       If the Council shall have been approved pursuant to Section 78 of the Income Tax Assessment Act then such other body shall also be so approved; and

 13.3.3       The Council shall not be dissolved except by approval of not less than three-fourths of the members present and voting at a meeting called for that purpose of which not less than one calendar month written notice including notice of the proposed dissolution has been distributed to all members.

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