Corporations Law - Company Limited by Guarantee
CONSTITUATION OF UNIVERSITY OF BALLARAT STUDENT ASSOCIATION LIMITED
Interpretation
In this Constituation, unless the context otherwise requires:-
- "Constitution" means this Constitution as altered or added to from time to time, and a reference to a provision of a section is a reference to that provision as altered or added to from time to time.
- "Association" means the University of Ballarat Student Association Limited.
- "Auditors" means the auditors for the time being of the company.
- "Board" means all or some of the directors (not being less than a quorum) acting as a Board.
- "company" means University of Ballarat Student Association Limited.
- "council" means the governing body of the University.
- "Divisions" means Divisions of the sompnay as set out in the Regulations.
- "director" includes alternate directors.
- "Election Regulations" means Regulations of the company regarding the elections of members to the Board and its various Divisions.
- "full time student" means a student enrolled for three quarters or more of a the work of a course normally undertaken by students enrolled fully in that course.
- "the Law" means the Corporation Law as amended or re-enacted from time to time and a reference to a provision of the Law is a reference to that provision as amended or re-enacted from time to time.
- "limited time student" means a student enrolled for less than one quater of the course normally undertaken by students enrolled full time in that course.
- "member" means a member for the time being of the company.
- "Memorandum" means the Memorandum of Association of the company as altered or added to from time to time, and a reference to a provision of the Memorandum is a reference to that provision as altered or added to from time to time.
- "part time student" means a student enrolled for less than three quaters of the work of a course but greater than one quarter of the course normally undertaken by students enrolled fully in the course.
- "Regualtions" means regulations of the company as latered or added to from time to time, and a reference to a provision of a Regulation is a reference to that provision as altered or added to from time to time.
- "Resolution" means a resolution adopted by a simple majority of the Board.
- "secretary" means any person appointed by the Board to perfrom the duties of a secretary to the company.
- "student" includes a full time student, part time student or limited time student of the University as the context requires.
- "University" means the University of Ballarat.
Except so far as the contrary intention appears in this Constitution, an expression has, in a provision of this Consitution that deals with a matter dealt with by a particualr provision of the Law, the same meaning s in that provision of the Law.
Words importing the singular number included the plural number and vice versa.
Any question in the interpretation of the Memorandum, Constitution, Regulations and the Resolution shall be determined by thr Board.
If the decision of the Board in accordance with (3) is unsatisfactory to any Board member, a general meeting may be called and the appeal heard. The decision of a simple majority of those present and eligible to vote at the general meeting shall be final.
Object
The object of the company shall be to provide services to the students, to uphold and safeguard the rights and provileges of these students, and to contribute to the overall development of each student.
Classes of membership
Ordinary membership
Students of the Universtity shall be ordinary members of the compnay upon application in the form provided for in the Regulations and on payment of the prescribed annual subscription fee.
Honorary life membership
Honorary life membership may be conferred, by a decision of an absolute majority of the Board, upon a person who provides voluntary services to the Board. Honorary life members shall have full rights other than the right to vote and stand for office.
Associate membership
Associate members shall be granted on payment of an annual subsrciption fee equal to that of a full-time student or as determined by the Board. Associate members shall have full rights of membership other than the right to vote and stand for office. The Board may admit by a decision of an absolute majority a person to Associate membership of the company undersuch conditions and for such a period as it may determine from time to time.
Any person becoming a member of the company shall continue to hold membership until the member resigns or dies, becomes bankrupt or becomes a person liable to be dealt with in any way, under the law relating to mental health ot until the Board terminates the members membership or if the member ceases to belong to a particular class of membership.
The company in general meeting may at any time and from time to time establish different classes of membership and re-classify and class of membership and may prescribe the qualifications, rights and priveleges of members admitted to membership in or transferred into a particular class.
A memeber (whether an ordinary member or a member of another class) may, with the members and the Board's consent be transferred by th Board to a particualr class of membership (as the case may be). Failing consent of the member with the authority of a special resolution of the sompnay, a member may be transferred to a particular class of membership (as the case may be).
Any member may, by notice in writing to the company, resign membership with immediate effect or with effect from a particular date subsequent to, but not being later than, six (6) months from the service of that notice.
The membership of any member may be terminated by the Board by an absolute majority and by giving the member written notice of its decision to terminate, together with the reasons or grounds for termination within forty eight (48) hours of such termeination except if the member is a direcotr when Section 28 shall apply. The member may appeal against such a Board decision by requiring a general meeting convened for that purpose here the appeal shall be heard. The decision of a simple majority of general meeting shall be final.
Membership Fees
- Membership fees shall be compulsory for all ordinary and associate members and must be paid annually for the period January 1st to December 31sr, and shall be payable as the Board may determine from time to time.
- Membership fees to be paid by ordinary members shall be of such amount determined by the members in a general meeting.
- Part-time students' membership fees shall be not less than 25% nor more than 75% of the fee for full-time students, as the Board may determine from time to time.
- Limited time students' membership fees shall be not more than 25% of the fee for fulltime students, as the Board may determine from time to time.
Annual general meetings
- The company shall in each calender year convene an annual general meeting of its members.
- The annual general meeting shall be held on such day as the Board determines.
- A notice of the annual general meeting shall specify the place, the day and the hour of meeting and shall state the general nature of the business to be transacted at the meeting.
- The ordinary business of the annual general meeting shall be:
- to confirm the minutes of the last preceeding annual genral meeting and of any general meeting held since that meeting.
- to receive from the Board reports of transactions and activities of the company during the current calender year.
- to receive the audited financial statements of the previous year that shall be presented by the Board.
- The annual general meeting may transact special business of which notice is given in accordance with the constitution.
- The annual general meeting shall be in addition to any other general meeting that may be held in the same year.
Special general meetings
- All general meetings other than the annual general meeting shall be called special general meetings.
- Any four (4) directors may henever they deem fit, require the secretary to convene general meetings.
- Other general meetings shall be convened by the secretary within fourteen (14) days of the receipt by the secretary of a petition signed by not less than thirty (30) members, stating the reason for calling the meeting in the form of a motion as set out in the Regulations regarding Standing Orders.
- A general meeting of the members shall be convened each year not later than nine (9) months of the preceeding annual general meeting, at which an interim report and balance sheet will be presented to the members by the Board.
- A notice of a special general meeting shall specify the place, the day and the hour of meeting and shall state the general nature of the business to be transacted at the meeting. Notice of general meetings.
Notice of general meetings
- The secretary shall, at least fourteen (14) days before the date fixed for holding the annual general meeting, cause to be exhibited on the official notice boards of the University and the company a notice in accordance with sub-section 10(3).
- The secretary shall, at least twenty one (21) days before the date fixed for holding a special general meeting, cause to be exhibited on the official notice boards of the University and the compnay a notice in accordance with sub-section 10(3).
- No business other than that set out in the notice convening the meeting shall be transacted at the meeting, except that it is not necessary for a notice of an annual general meeting to state that the business to be transacted at the meeting includes the consolidation of accounts and the report of the directors and the Auditor, and fixing of the renumeration of the Auditors.
- A member desiring to bring any business before a general meeting may give notice of that business in writing to the secretary, who shall include that business in the notice calling the next general meeting after the receipt of the notice, in the form of a motion that has been seconded by another member
Proceedings at general meetings
- 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.
- For the purpose of determining whether a quorum is present, a person attending as a proxy, shall be deemed to be a member.
- The quorum for a general meeting shall be five (5) percent of members eligible to vote at such a meeting.
If quorum is not present within half an hour from the time appointed for the meeting:-
- where the meeting as convened upon the requisition of members, the meeting shall be dissolved; or
- in any other case:-
- the meeting stands adjourned to such day, and at such time and place, as the Board determines or, if no determination is made by the Board, to the same day next week at the same time and palce; and
- if at the adjourned meeting a quorum is not present ithin half an hour from the time appointed for the meeting:
- fifty (50) members consitute quorum; or
- here fifty (50) members are not present, the meeting shall be dissolved.
The President of the Association shall preside as the chair at every general meeting.
Where a general meeting is held and:
- the chair as provided in sub-section 15(1) is not present wwithin fifteen (15) minutes after the time appointed for the holding of the meeting or is unwilling to act, the deputy chair of the Board shall preside as shair; or if
- the deputy chair of the Board is not present or is unwilling to act the members present shall elect one of their numbers to be chair of the meeting.
- The chair may eith the consent of any meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting from time totime and from place to place, but no business shall be transacted at any adjourned meeting ather than the business left unfinished at the meeting from which the adjournement took place.
- When a meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of the original meeting.
- Excepting as provided in sub-section 16(2), it is not necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. Voting at general meetings
- At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the results of the show of hands) demanded:
- by the chair;
- by a least fifteen (15) members present in person;
- by members present in person or by proxy and representing not less than fifty (50) of the total voting rights of all members having the right to vote at the meeting.
- Unless a poll is so demanded, a declaration by the chair that a resolution has on a show of hands been carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of proceedings of the company, is conclussive evidence of the fact without proof of the number ot proportion of the votes recorded in favour of or against the resolution.
- The demand for a poll may be withdrawn.
- If a poll is duly demanded, it shall be taken in such a manner and (subject to sub-section 18(2) either at once or after an interval or adjournment or otherwise as the shair directs, and the result of the poll shall be the resolution of the meeting at which the poll was demanded.
- A poll demanded on the election of a shair or on a questiopn of adjournment shall be taken forthwith.
In the case of a tie in votes, whether on a show of hands or on apoll, the chair of the meeting at which the show of hands takes place or at which the poll is demanded, in addition to their deliberative vote, has a casting vote.
Subject to any rights or restrictions for the time being attached to any classes:
- at meetings of members or classes of members each member entitled to vote may vote in person or by proxy or attorney; and
- on a show of hands every person present who is a member or a representative of a member has one vote.
If a member is of unsound mind or is a person whose person or estate is liable to be dealt with in any way under the law relating to mental health, his or her commitee or trustee or such other person as properly has management of his or her estate may exercise any rights of the member in relation to a general meeting as if the committee, trustee or other person were the member.
- An objection may be raised to qualification of a voter only at the meeting or adjourned meeting at which the vote objected to is given or tendered.
- Any such objection shall be referred to the chair of the meeting, whose decision is final.
- A vote not disallowed by objection is valid for all purposes.
24.
1. An instrument appointing a proxy shall be in writing under the hand of an appointer or of his or her attorney duly authorised in writing.
2. An instrument appointing a proxy may specify the manner in which the proxy is to vote in respect of a particular resolution and, where an instrument of proxy so provides, the proxy is not entitled to vote in the resolution except as specified in the instrument.
3. An instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
4. No person shall hold proxies for more than five (5) members at any general meeting.
5. An instrument appointing a proxy shall be in the form provided for in the Regulations or in a form that is similar to that form as the circumstances allow.
25. An instrument appointing a proxy shall not be treated as valid unless the instrument, and the power of attorney or other authority (if any) under which the instrument is signed or a certified copy of that power or outhority, is or are deposited, not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll, at the registered office of the company or at such other place in Australia as is specified for that purpose in the notice convening the meeting.
26. A vote given in accordance withthe terms of an instrument of proxy or of a power of attorney is valid despite the previous death or unsoundness of mind of the principal, the revocation of the instrument (or of the authority underwhich the instrument was executer) or of the power, if no intimation in writing of the death, unsoundness of mind, revocation or transfer has been received by the company at the registered office before the commencement of the meeting or adjourned meeting at which the instrument is used or the power is exercised.
27. The Board of directors
- The control of the company shall be vested in the Board which shall have full powers subject to the Memorandum and Constitution of the company.
- The first directors of the company shall those determined by the subscribers to the Memorandum.
- Thereafter the membership of the Board shall consist of ten (10) elected directors or as determined by the company from time to time, in accordance with the Election Regulations. Subject to the provisions of the Law, a director may serve the company in any other capacity or hold any other office.
- The directors shall be paid such renumeration as the company in a general meeting may from time to time determine.
- The directors may also be paid all reasonable travelling and other expenses properly incurred in attending and returning from meetings ofthe Board or any committe of the Board or general meeting of the company or otherwise in connection with business of the company.
- Subject to the Law and to other provisions of this Constitution, the business of the company shall be governed by the Board who may pay expenses incurred in the business ofthe company, and may exercise all such powers of the company as are not by the Law or by this Constituation required to be exercised by the compnay in general meeting.
- The directors shall at meetings of the Board dispatch the company business and they may adjourn and otherwise regulate their meetings as they think fit.
- Without limiting the generality of sub-section 26(8), the directors may exercise all the powers of the company to borrow money to charge any property or business of the compnay or give security for a debt liability or obligation of the company or of any other person.
- A director hall not vote in respect of any contract or proposed contract with the company in which the director is in any way, whether directly or indirectly, interested or in respect ofany matter arising out of such a contract or proposed contract and, if the director votes in contravention of this sub-section, the vote shall not be counted.
28. Election of the Board members
- Election for the directors shall be sonducted according to the Election Regulations.
- The regulations regarding the composition of the Board may only be changed by a simple majority of the company in general meeting.
29. Vacancy on the Board
A director shall remain a member for the full term of office ofthe Board unless:
- that director's company membership ceases:
- the company by special resolution removes the director before the expiration of the director's term of office as provided hereunder:
- a motion of no confidence in a director must submitted in writing to the secretary, signed by the proposer and thirty (30) other members.
- a general meeting of the members is called to hear and vote upon the motion of no confidence shall be held no later than three weeks after ther receipt of the motion by the secretary. Amotion of no confidence shall be dispalyed as a notice for a period of at least teo weeks prior to the holding of the general meeting.
- a vote of no confidence shall be carried by a special resolution of company.
- the director has been absent without consent of the Board from meetings of the Board held during a period of three (3) consecutive months.
Any casual vacany occurring among the elected directors may be filled up by the directors in accordance with the Election Regualtions provided that the appointee is a member eligible to stand for office.
In addition to the circumstances in which the office of a director becomes vacant by virtue of the law or as specified in Section 28, the office of a director becomes vacant if the director:
- (1) becomes of unsound mind or his/her estate to be dealt with in any way under the Law relating to mental health;
- (2) resigns from office by notice in writing to the company;
32. Proceeding of the Board
- The Board shall meet at least monthly from February to Novemeber of each year.
- Meetings of the Board shall be heal in accordance with the Regulations relating to Standing Orders.
- Six (6) directors at any time, may require the secretary to convene a meeting of the Board.
- At a meeting of the Board, the number of directors whose presence is necessary to constitute a quorum shall be six (6).
33. Subject to the Constitution, questions arising at a meetin of the Board shall be decided by a majority of votes of directors present and voting and any such decision shall for all purposed be deemed a decision of the Board.
- In the case of an equality of votes, the chair in addition to the chair's deliberate vote, has a casting vote.
34. The Board shall have the power to make regulations concerning the conduct of members and may without limiting the generality of the foregoing impose penalties including withdrawal of voting rights, exclussion from company activities and the suspension of membership.
35. Alternate directors
- A director may appoint a person to be an alternative director in the direcrtors place during such a perion as the director thinks fit.
- An alternative director is entitled to notice of meetings of the Board and if the appointer is not present at such meeting, is entitled to attend and vote in the appointer's palce.
- An alternative director may exercise any powers that the appointer may exercise and the exercise of any such power by the alternative director shall be deemed to be the exercise of the power by the appointer
- The appoinment of the alternative director may be terminated at any time by the appointer even if the period of the appoinment of the alternative director has not expired, and terminates in any event of the appointer vacates office as director.
- An appointment, or termination of an appointment, of an alternative director shall be effected by notice in writing signed by the director who makes or made the appointment and served on the company.
36. Secretary of the Board
- A secretary of the company holds office on such terms and conditions, as to renumeration and otherwise, s the Borad determines.
- The secretary shall keep minutes ofthe resolutions and proceedings of each general meeting, Board and committee meetings in books provided for that purpose toghether with a record of the names of persons present at Board and committee meetings.
37. All cheques, promissory notes, bankers drafts, bills of exchange, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by any two (2) directors or in such other manner as the Board determines from time to time.
38. The Board shall provide for the safe custody of the seal. The seal shall be used only by authority of the Board, or of a committee of the Board authorised by the Board to authorise the use of the seal, and every document to which the seal is affixed shall be signed by a director and countersigned by another director, a secretary or another person appointed by the Board to countersign that document or a class of documents in which that document is included.
39. Records
- The Board shall determine whether and to what extent, and at what time and places and under what conditions, the accounting records and other documents of the company or any of them will be open to the inspection of members other than directors, and a member other than a director does not have the right to inspect any document of the company except as provided by Law or authorised by the Board by the company in general meeting.
- Except as otherwise provided in this Constitution, the secretary shall keep in his or her custody or under his or her control all books, documents and securities of the company.
40. Management relationships:
- The Board may assign powers, duties and responsibilities to members of its staff by way a Board resolution.
- The Board will give proper direction to and exercise proper control over the staff, and will monitor that they are carrying their functions in a fit and proper manner.
41. Delegations
- Subject to the following provisions of this Constituion, tghe Board may delegate to a director, division, committee or to a member of its staff its powers, duties and functions.
- The Board can not delegate this power of delegation. The Board can not delegate the power to make, amend or revoke the Regulations.
- A delegation must be recorded in the company's minutes and must specify:
- the period for which it is valid, and
- any limitations or conditions on the delegation.
- The Board may revoke a delegation at any time.
- The Board may continue to exercise or perform a power, duty or function it has delegated.
42. Anything done under adelegation:
- has the same effect as it had been done by the Board, and
- will not be invalidated by the later lapse, revocation or variation of the delegation.
43. If the power, duty or function depends on the Board's opinion or belief, a delegate will exercise or perform it in accordance with their own Board's opinion or belief.
44. Clubs and societies
The Board shall have power to grant affiliation to any club and/or society and such affilation shall be upon such terms and conditions as specified in the Regulations relating to clubs and societies or as the Board determine from time to time.
45. Regulations
The Board shall have the power to make Regulations:
1. consistent with the Memorandum and Constituation of the company to define the powers and functions of any of the committees; and
2. concerning the use of any facilities provided by the compnay; and
3. for such other purpose it may deem necessary and or desirable.
1. A Regulation shall take the form of a motion recorded in the Minutes of any Board meeting at which it is proposed and if adopted it shall be recorded into the book of regulations.
2. The mover of the proposed Regulation shall, prior to the meeting given ten (10) clear days notice of the motion in writing to the secretary who shall set out such proposed Regulations in full of the notice convening the meeting of the Board.
3. If carried, the Regulatrion shall be passed by an absolute majority of the Board.
4. Every such regulation shall be advertised on official notice boards of the University and the Company for a period of ten (10) academic days, after which time it shall become effective.
5. A Regulation may only be appealed against within ten (10) clear days referred to in sub-section 45(5) and may be repealed or altered bya motion carried at a general meeting.
46. Alteration of the Memorandum and the Constitution.
The Memorandum shall not be altered except by a general meeting of members convened for thatpurpose, by a special resolution of the company.
47. The Constitution shall not be altered except by a general meeting ofmembers convened for that purpose, by ordinary resolution of the company.
48. Winding up or dissolution
The company shall not be wound up except by a general meeting of the members convened for that purpose, by a majority not less than three quarters (seventy five percent) of the members present and eligible vote at that meeting, providing at least ten persent of members eligible to vote, of th ecompnay are present at such a meeting.
49. If upon dissolution or winding up of the company, there remains after satisfaction of all its debts amd liabilities any property whatsoever, the same shall not be paid to or distributed amongst the members of the company, but shall be given or transferred over to some institution(s) having objects similar tothe objects of the company and which shall prohibit the distribution of its income and property among its members to an extent at least as great as is imposed on the company. Such institution(s) is/are to be determined by the members of the company at or before the time of dissolution, and in default thereof by such Judge of the Supreme Court as may have or acquire jurisdiction in the matter.
To download the PDF version of the Constitution - UBSA Constitution (PDF)