Constitution of Hearts of Hope Australia
1. DEFINITIONS
In this Constitution:
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Company means HOH.
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Complex Congenital Heart Disorders means those heart conditions
that are present at birth which cannot be cured through surgical or other
medical intervention. Treatment of these conditions is considered to be
palliative and includes, but is not limited to, disorders such as Hypoplastic
Left Heart Syndrome and other single ventricle anomalies.
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Corporations Act means the Corporations Act 2001.
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Director means a duly appointed director of the Company under
this Constitution.
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HOH means Hearts of Hope Australia, ACN 110 635 517
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Member means a member of the Company pursuant to the
Corporations Act, and includes:
(a) An Executive Member;
(b) an Honorary Member; and
(c) a General Member.
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Secretary means any person appointed to perform the duties of a
secretary of HOH and includes an honorary secretary.
2. COMPANY LIMITED BY GUARANTEE
2.1 The Company is a company limited by guarantee.
2.2 Each Member undertakes to contribute an amount not exceeding
50 cents to the property of the Company if the Company is wound up at a time
when that person is a Member for:
(a) payment of the debts and liabilities of the Company
contracted before that person ceased to be a Member;
(b) payment of the costs, charges and expenses of winding up the Company; and
(c) adjustment of the rights of the contributories among themselves.
3. AIMS OF HOH
The aims of HOH are to:
(a) Exist for the benefit of members of the public who suffer
from and/or are interested in Complex Congenital Heart Disorders;
(b) relieve suffering and distress to every member of the public who have
Complex Congenital Heart Disorders,
(c) engage in charitable works to alleviate suffering in the community and
ameliorate the spiritual, physical and financial circumstances of the less
fortunate;
(d) be a charitable and non-profit organisation;
(e) provide the Australian public with information services on Complex
Congenital Heart Disorders;
(f) provide the Australian public with resources, including media and
literature, to help them to relieve Complex Congenital Heart Disorders;
(g) promote the social, and moral well being of the members of the Australian
community; and
(h) conduct educational programmes to enable the Australian public to learn
about Complex Congenital Heart Disorders
4. INDEPENDENCE OF OPERATIONS
In performing its functions, the Company will be responsive to the views of
Members but will act independently of Members and will develop and adhere to the
policies, procedures
and priorities consistent with its aims which are adopted by the Executive
Committee from time to time.
5. POWERS OF THE COMPANY
Subject to the Corporations Act, the Company has all the powers necessary to
achieve its aims, including:
(a) the power to deal with property, whether real, personal,
intellectual or otherwise;
(b) the power to create and manage charitable and other trusts;
(c) the power to employ persons;
(d) the power to raise and manage finance; and
(e) the power to establish, own, manage and sell businesses.
6. APPLICATION OF FUNDS
6.1 Funds to be applied to aims
(a) The income and property of HOH shall be applied solely
towards the promotion of the aims of HOH as set out in clause 3;
(b) Subject to clause 6.2, no portion of the income or property of HOH shall
be paid or transferred, directly or indirectly, by way of dividend, bonus or
otherwise, to any Member or Director of HOH.
6.2 Remuneration of members
Nothing in clause 6.1 shall:
(a) prevent the payment in good faith of remuneration to any
Member, Director, employee or agent of HOH as consideration for any services
actually rendered, or goods supplied to HOH; or
(b) limit HOH’s ability to apply funds in any manner it sees fit to promote
and achieve its aims, provided that any payment to a Director must be
approved by all other Directors.
7. AMENDMENT TO CONSTITUTION
In addition to any requirements imposed by the Corporations Act, any amendment
to this Constitution shall require the approval of 2/3 of the Executive
Committee at a meeting of
the Executive Committee.
8. MEMBERSHIP
The Company shall have Executive Members, General Members and Honorary Members.
8.1 Executive Members
(a) The Chief Executive Officer may invite any Member to
become an Executive Member. Upon accepting such invitation, that Member will
become an Executive Member.
(b) Executive Members shall, in general terms, comprise those who have
positions of responsibility in determining the strategy, operations and
management of the Company;
(c) Executive Members must be not less than two: and
(d) The initial Executive Members are set out in Schedule 2.
8.2 General Members
(a) Any person can become a General Member of the Company on
the condition that he or she has, to the satisfaction of the Executive
Committee, demonstrated a commitment to the aims of the Company, and
complies with such policies and
procedures as may be set by the Executive Committee , including but not
limited to meeting any membership fees or renewal fees which may be set from
time to time.
(b) Provided the condition in paragraph (a) is met, any person may be invited
to be a Member in writing by the Chief Executive Officer (or his or her
agent), or the Executive Committee. Upon accepting such invitation, that
person will become a
General Member.
(c) Provided the condition in paragraph (a) is met, any person may apply to
become a member of the company. Upon receipt of such an application together
with the annual membership fee as prescribed by the Executive Committee,
that person will become a general member.
8.3 Honorary Members
The Chief Executive Officer (or his or her agent) or the Executive Committee may
invite any person to become an Honorary Member. Upon accepting such invitation,
that person
will become an Honorary Member.
9. CHIEF EXECUTIVE OFFICER
(a) Subject to paragraph (b), the Chief Executive Officer shall have overall
responsibility for, and authority over, the strategy, operations and management
of the Company;
(b) The Chief Executive Officer must comply with the directions given to him or
her in their capacity as the Chief Executive Officer by the Executive Committee
from time to time;
(c) Subject to paragraph (b), the Chief Executive Officer may at any time and
for any reason, and in his or her sole discretion:
(i) confer Membership of any type on any person; and
(ii) revoke the Membership of any Member;
(d) If the Chief Executive Officer dies, or if the Executive
Committee unanimously decides that the Chief Executive Officer is permanently
either physically incapacitated or of unsound mind, then the Executive Committee
may replace the
Chief Executive Officer with a new Chief Executive Officer;
(e) The Chief Executive Officer may be removed and replaced by:
(i) voluntary resignation;
(ii) voluntary retirement; or
(iii) by virtue of paragraph (d).
(f) The initial Chief Executive Officer is set out in Schedule
1.
10. EXECUTIVE COMMITTEE
10.1 The Executive Committee is comprised of:
(a) The Executive Membership; and
(b) the Chief Executive Officer.
10.2 The affairs of the Company shall be managed and controlled
by the Executive Committee.
10.3 Subject to this clause 10, only Executive Members and the
Chief Executive Officer may sit on the Executive Committee.
10.4 Subject to this Constitution and the Corporations Act, the
Executive Committee may exercise all powers and do all things necessary to
advance and achieve the aims of the Company.
10.5 The Chief Executive Officer may:
(i) appoint Members to the Executive Committee, provided
that: Executive Members and General Members so appointed are interested in
Complex
Congenital Heart Disorders; and Honorary Members so appointed are of good
character and sound mind, and contribute a valuable skill or quality to the
Executive Committee; and
(ii) remove Members from the Executive Committee at any time and for any
reason.
10.6 The Executive Committee has the power to increase and
decrease the number of Members.
10.7 The Executive Committee may appoint such officers and employees as are
required to carry out the objects of the Company (including a public officer if
required by the
Corporations Act), and may delegate any of its powers to such officers and
employees.
10.8 The Executive Committee shall include a Chairperson,
Secretary and Treasurer.
10.9 Notwithstanding clauses 9(c) and 10.5, on the date of each
annual general meeting, the composition of the Executive Committee shall be
determined by (at the option of the Chief Executive Officer):
(a) the direction of the Chief Executive Officer;
(b) a majority vote of the Executive Committee; or
(c) a majority vote of the Members of the Company at the annual general
meeting.
11. TERMINATION OF MEMBERSHIP
11.1 The membership of a Member will cease by:
(a) death;
(b) resignation;
(c) insanity;
(d) acting against the interests of the Company;
(e) not co-operating or attending meetings of the Company or by other similar
reasons (as determined by 2/3 of the Members of the Executive Committee, in
a meeting of the Executive Committee); or
(f) loss of faith in either the aims or ideals of the Company (as determined
by 2/3 of the Members of the Executive Committee, in a meeting of the
Executive Committee).
12. CERTIFICATES
Every Member will be entitled to one Member Certificate where required under the
Corporations Act .
13. MEETINGS
13.1 Annual general meetings
Where the Corporations Act requires the Company to hold annual general meetings,
the Company will hold those annual general meetings in accordance with the
Corporations Act.
13.2 Notice
Notice of a meeting of Members must be given in accordance with the Corporations
Act.
13.3 Procedures
Subject to the Corporations Act, the Members shall determine the procedures for
conducting meetings of Members.
13.4 Quorum
(a) A quorum for a meeting of the Executive Committee is 2 Executive Members and
the Chief Executive Officer or his or her proxy; and
(b) A quorum for a meeting of Members is 5 Members.
13.5 Chairman
(a) The Chairman of the Company is the Chief Executive Officer.
(b) Subject to paragraph (b), the Chief Executive Officer, or his or her proxy
or agent, shall perform the duties of Chairman at each Executive Committee
meeting.
(c) The Chief Executive Officer may, from time to time, delegate the role of
Chairman to another Executive Member.
13.6 General conduct of meetings
(a) Subject to the Corporations Act, the chairperson will be responsible for the
general conduct of meetings and for the procedures to be adopted at meetings.
(b) The chairperson may delegate the powers conferred by this paragraph to such
person or persons as he or she thinks fit.
(c) Nothing contained in this paragraph shall be taken to limit the powers
conferred on the chairperson by law.
13.7 Votes At Meetings
On a show of hands and on a poll at a meeting, every Member present has one
vote.
13.8 Executive Committee Meetings
(a) Decisions made at Executive Committee meetings must be decided by a vote by
means specified by the Executive from time to time, including but not limited to
online voting.
(b) No decision will be made unless it is voted on by 2/3 of the members of the
Executive Committee.
(c) The Chief Executive is authorised to veto any decision of the Executive
Committee.
(d) Only Executive Members may vote at an Executive Committee meeting.
(e) Notwithstanding paragraph (c), a Member of the Executive Committee may, from
time to time, invite a General Member or Honorary Member to attend a meeting of
the Executive Committee on a non-voting basis.
14. PROXIES
14.1 Right to appoint proxy or attorney
(a) A Member who is entitled to attend and cast a vote at any
meeting of Members (including an Executive Committee meeting) may appoint a
person (whether a Member or not) as the Member's proxy to attend and vote
for the Member at the
meeting.
(b) A proxy may be appointed for all meetings or for any number of meetings
or for a particular purpose.
14.2 Authority conferred on proxy
Unless otherwise provided in the instrument, an instrument appointing a proxy
will be taken to confer authority:
(a) to agree to a meeting of Members being called by shorter
notice than is required by the Corporations Act; and
(b) to vote on a show of hands in accordance with the directions (if any)
given in the instrument.
14.3 Deposit of proxy form before meeting
An instrument appointing a proxy, to be effective, must be received by the
Company:
(a) at the place, fax number or electronic address as is
specified in the notice of meeting of Members to which the proxy or attorney
relates; or
(b) at the Office or a fax number at the Office, not less than one hour
before the time scheduled for commencement of the meeting (or any
adjournment of that meeting) at which the person named in the instrument
intends to vote.
14.4 How proxy is to vote
A Member may, but need not, specify the manner in which a proxy is to vote on a
particular resolution.
15. DIRECTORS: APPOINTMENT AND REMOVAL
15.1 Director’s Duties
Each Director must act in accordance with his or her obligations as a Director
under the Corporations Act.
15.2 Number of Directors
The Company will have no less than 3 Directors.
15.3 Appointment of Directors
A Director may only be appointed by the Chief Executive Officer.
15.4 Term and Resignation
(a) All Directors will be appointed until the date of the next annual general
meeting, and thereafter, if re-appointed, for a one year term.
(b) A Director may resign from office on giving the Company notice in writing.
15.5 Vacation of office of Director
(a) Each Director will remain in office until his or her office is vacated.
(b) The office of a Director is vacated if that Director:
(i) resigns the office of Director in accordance with this
Constitution;
(ii) is removed under this Constitution;
(iii) otherwise ceases to be, or becomes prohibited from being, a Director by
virtue of the Corporations Act.
15.6 Initial Directors
The initial Directors are set out in Schedule 1.
16. SECRETARY
16.1 The initial Secretary is set out in Schedule 3.
16.2 Secretaries will be appointed (and may be removed) by the
Directors in accordance with the Corporations Act.
16.3 The Secretary must act in accordance with his or her obligations as a
Secretary under the Corporations Act.
17. TREASURER
17.1 The initial Treasurer is set out in Schedule 3.
17.2 Treasurers will be appointed (and may be removed) by the
Directors in accordance with the Corporations Act.
17.3 The Treasurer must act in accordance with his or her
obligations as a Treasurer under the Corporations Act.
18. ACCOUNTS
HOH shall keep true and accurate accounts of money received and expended by HOH
and of the assets and liabilities of HOH. At least once every year, the accounts
of HOH shall be
examined by one or more properly qualified auditor or auditors who shall issue
an auditor’s report to the members.
19. DISSOLUTION
On winding-up or dissolution of the Company, the association will immediately
pay or apply the whole of the Gift Fund to or for a fund, authority or
institution, to which tax deductible gifts can be made under Division 30 of the
Income Tax Assessment Act 1997.
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