Emeritus Fund of the Free Reformed Churches of Australia (Inc)
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Emeritus Fund - Constitution and Bylaws

Constitution

Preamble
  1. The name of the Fund shall be "Emeritus Fund of the Free Reformed Churches of Australia."

  2. The Fund was established on 1st November, 1987 and shall continue in existence until such time as it is terminated and liquidated in accordance with the provisions of Articles 56 and 57 of this Constitution.
Objects
  1. The object of the Fund shall be to assist in the development and maintenance of the Free Reformed Churches of Australia and in carrying out this object the Fund shall at all times act consistently with the provisions of the Articles of the Church Order.

    To this end the Fund will provide means by which the Church can fulfill its financial responsibilities with respect to the employment of its ministers and missionaries and their widows and orphans as the case may be, in so far as they result from the provisions of Article 13 of the Church Order of the Free Reformed Churches of Australia.

  2. The Fund shall not engage directly or indirectly in any business enterprise whatsoever but this Article shall not prevent the Fund from investing, directly or indirectly, in the shares, bonds, debentures and similar securities, of any corporation whose shares are traded on a recognised stock exchange.

  3. The property and income of the Fund shall be applied solely towards the promotion of the objects of the Fund and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to members, except in good faith in the promotion of the objects stated in Article 3.
Board of Management
  1. The Board of Management shall be the governing body of the Fund and shall comprise of not less than five and not more than nine communicant members of at least three of the churches.

  2. A casual vacancy occurs in the office of a Board member and that office becomes vacant if the Board member -

    1. dies;

    2. resigns by notice in writing delivered to the Chairman or the Secretary;

    3. is absent from more than three consecutive Board meetings of which the member has received notice without tendering an apology;

    4. ceases to be a member of a Free Reformed Church in Australia or one of its sister churches.

  3. When a casual vacancy within the meaning of Article 7 occurs in the membership of the Board -

    1. the Board may appoint a member to fill that vacancy; and

    2. a member appointed under this Article shall -

      1. hold office until the commencement of the next following Annual General Meeting and;

      2. be eligible for election to the Board at the next following Annual General Meeting.

  4. Appointment of members to the Board of Management shall be done at the Annual General Meeting as members retire in accordance with Article 14. Recommendations may be made by the Board.

  5. The Board shall be accountable and responsible to the member churches and shall provide such information and explanations as a member church may properly request. The Board shall meet when necessary but at least once per year.

  6. The Board shall elect from its members the Chairman, Vice-Chairman, Secretary and Treasurer/Investment Officer.

  7. The Board may make by-laws relative to the management and objects of the Fund, but no by-law or amendment thereto has force or takes effect until it has been approved by members or by special resolution circulated among and approved by members.

  8. The Executive Committee consisting of Chairman, Secretary and Treasurer/Investment Officer shall be responsible for and carry on the day-to-day functions of the Board.

  9. The members of the Board of Management shall be appointed for a five year term and may be reappointed for a second term. However no member may sit for more than two consecutive terms except the Treasurer who after two consecutive five year terms may be reappointed annually at the Annual General Meeting. [1]
Membership
  1. All those churches that are members of the Federation of the Free Reformed Churches of Australia and that are incorporated associations may become members of the Fund.

  2. A church which did not become a member of the Fund at the time the Fund was established may obtain membership at any later date with the approval of and upon such terms as are prescribed by the Board.

  3. Membership in the Fund does not entitle a member to ownership of any portion of the Fund's assets.

  4. A church that withdraws from or is expelled from the Federation of the instituted Free Reformed Churches shall thereby forfeit its right to continue as a member of the Fund.

  5. Any group which ceases to be part of an instituted Free Reformed Church shall not be entitled to any portion of the assets thereof.

  6. Where a member church is divided into two or more churches, the newly instituted church(es) will deem to have become a member of the Fund and may be exempted from paying any initial entrance fee as may from time to time be presented by the Board.

  7. Upon termination of membership, a member shall not be entitled to any refund of contributions made.

  8. Notwithstanding Article 21, the Board may propose to the membership that a refund of all or part of the accumulated contributions received by the Fund be made.

  9. The Board shall cause to keep a register, in which shall be entered in alphabetical order the name of all member churches in financial good standing; and those members only whose names are entered in the register shall be deemed entitled to the privileges associated with membership of the Fund.

  10. Any member church whose contributions are in arrears for more than one year without reasonable cause shall cease to be a member of the Fund and shall cease to have entitlements.
Contributions, Assessments
  1. At the beginning of each calendar year the Board shall determine the annual contribution required of each member church and shall advise the members of the quarterly instalments due; each instalment shall be due and payable on the first day of the first month in each quarter of the calendar year.

  2. In the event that a member church does not give a proposal to the Board, the assessment method in effect at that time shall continue in force.

  3. If the Board deems it necessary to levy an emergency assessment against members, the Board shall notify all members of the emergency assessment in writing, giving full particulars of the reason for the assessment.

  4. Having established the total amount of the emergency assessment required, the Board shall levy the assessment on the basis of the number of communicant members at the end of the preceding calendar year.
Benefits
  1. Benefit payments shall not commence until the Board receives a written request from the member church giving the required particulars of the retirement or death, as the case may be.

  2. In accordance with Article 3 a member church shall be entitled to receive benefits upon the retirement from active service of any minister, missionary serving the member church due to age or disability.

  3. Member churches shall be entitled to payments from the Fund as of the first day of the month following the date of the retirement of their minister.

  4. Each claim shall expire on the last day of the month in which the entitlement to Fund payments ceases to exist.

  5. It shall be the responsibility of the member church to advise the Board upon the expiration of entitlement to benefits.

  6. Benefit payment shall be made payable to the member church concerned or to a financial institution properly designated by the member but shall not be paid directly to the minister, missionary, or dependents, as the case may be.

  7. A member church shall not receive benefit payments while not a member church in good financial standing of the Fund but nothing shall prevent the accrual of benefit payments to which the member church is entitled other than withdrawal or expulsion.

  8. Except as herein provided, the amount of the monthly payment to a member church shall be in accordance with the prescribed by-law.

  9. The amount of annual benefits payable by the Fund shall be determined by the Board, after considering the needs of the member church set out in any and all other matters which the Board at its entire discretion considers relevant PROVIDED THAT the annual benefit payable to a member church shall not without the written consent of a majority of the member churches, exceed the maximum retirement benefit amount last published in the Fund's Annual report. [2]

  10. In the event that a widow of a minister remarries, any benefit payable by the Fund in respect of the widow shall cease on the last day of the month in which she remarries.

  11. If the widow of a minister remarries and subsequently becomes a widow again, the member church originally responsible for her support may, if the member church is satisfied that full support is again required, make application to the Board for reinstatement of Fund benefits; such application must include a declaration by the member church that it has satisfied itself that the support assistance is required.

  12. If a minister who is single or a widower at the time he is the subject of a benefit claim subsequently marries or remarries, the Fund shall be liable to the member church making the claim for the current benefit payable in respect of a minister/widower.
Investment of Funds
  1. Unless otherwise directed by the member churches, the funds of the Fund shall be invested prudently by the Investment Officer in accordance with instructions received from the Board.
Records and Reports
  1. The Board shall keep proper accounting records in respect of all financial and other transactions of the Fund.

    1. the financial year shall run from 1st January to 31 December,

    2. all money received and disbursed by the Fund and the matter in respect of which the receipt and disbursement took place,

    3. every asset and liability of the Fund, and

    4. every other transaction affecting the financial position of the Fund.

  2. On or before the end of February of each year the Board shall prepare or cause to be prepared a financial statement consisting of at least a statement of receipts and disbursements for the year ending on the previous December 31st and a balance sheet as of the end of that period, but it is not necessary that the statements be identified by those names.

  3. On or before the last day of March each year the Board shall submit to the member churches a report covering its administration of the affairs of the Fund for the last financial year ended 31st December.

  4. The Executive Committee's report to the Board shall include at least the following:

    1. a financial statement together with the auditor's report;

    2. a report of the investment activity of the Fund; and

    3. a summary of the significant activities undertaken by the Committee during the year.

  5. Within three months after the end of each financial year the Board shall send a copy of the above reports to every member church of the Fund.

  6. Common seal of the Fund

    1. the Fund shall have a common seal on which its corporate name shall appear in legible characters.

    2. the common seal of the Fund shall not be used without the express authority of the Board and every use of that common seal shall be recorded in the minutes.

    3. the affixing of the common seal of the Fund shall be witnessed by any two of the Chairman, Secretary and the Treasurer.

    4. the common seal of the Fund shall be kept in the custody of the Secretary or of such other person as the Board from time to time decides.
Inspection of Records, etc of the Fund.
  1. Any member church may appoint a representative to, at any reasonable time, inspect without charge the books, documents, records and securities of the Fund.
Audit
  1. The Board shall secure the audit services of a member in good standing of the Australian Institute of Chartered Accountants and/or the Australian Society of Accountants, to audit the books and records of the Fund and to provide a detailed report to the members.

  2. A person shall not be the auditor of the Fund if he is:

    1. a member of the immediate family of a member or a spouse of a member of the Board, or

    2. a member of the Board.
Meetings, Voting
  1. The Board shall convene an Annual meeting of members within six months of end of financial year.

  2. Notice of the Annual meeting shall include the proposed agenda, any proposed changes to the Fund's Constitution and By-Laws, appointment of Board members and shall be given in writing to the member churches at least 45 days prior to the scheduled meeting date.

  3. Member churches who are not able to be represented at the annual members meeting may express their views in writing concerning any item or items on the agenda but such communication shall not be accepted as a vote on any issue.

  4. In the event of a General meeting being called by the member churches, they shall appoint two delegates who must be communicant members of a Free Reformed Church which is a member of the Fund. These delegates shall attend the General meeting as representatives of the member church who has delegated them and given voting rights to be exercised, whether for or against any issue or whether the proxy has the discretion in voting.
Liquidation
  1. Upon voting of the total membership at a given time, the Board shall take steps to discontinue operation of the Fund.

  2. If, on the winding up of the association, any property of the association remains after satisfaction of the debts and liabilities of the association and the costs, charges and expenses of that winding up, that property shall be distributed :-

    1. to those members of the Federation of the Free Reformed Churches of Australia that are incorporated associations having objects similar to those of the Fund or

    2. for charitable or benevolent purposes,

    which incorporated association or purposes, as the case requires, shall be determined by resolution passed by the member churches of the Fund .

    The Board shall prepare a distribution plan in accordance with Article 35 of the By-Laws.
Amendments
  1. Any article of this Constitution may be changed, amended, repealed, or added to, provided such change, amendment, repeal, or additions are presented to a member churches meeting and is passed by at least 75% of the member churches represented at such a meeting; except that any change, amendment, repeal or addition to Article 3 must be approved in an unanimous vote of the member churches at such meeting.

  2. The Board shall inform the member churches at least 45 days in advance of a member churches meeting of any changes to the Constitution and By-Laws it will propose at such a meeting.
Constitution Footnotes
  1. Amended (words in bold) at AGM 17 May 2003.
  2. Amended at AGM 12 April 2008

By-Laws

Membership
  1. A church may apply to the Board for membership in the Fund and on acceptance by the Board shall be a member.

  2. The amount of the entrance fee required from an applicant shall be determined by the Board except that a newly instituted church shall not pay an entrance fee.
  3. In determining the amount of the entrance fee the Board shall consider at least the following:

    1. the period of time that the applicant would ordinarily have been a member but did not apply for membership.

    2. The period of time that a minister or missionary was serving the applicant while the applicant was not a member church, and

    3. such other matters as the Board may decide are pertinent to the making of its decision,

    but the Board shall at all times remain mindful of the interests of all the Fund members in applying standards of fairness.

  4. The Board shall notify the applicant of the entrance fee, if any, that it has determined and shall advise the effective date of membership acceptance.

  5. Contribution shall accrue from the date of membership acceptance as referred to in Article 4 of these By-Laws.

  6. Every applicant being notified of acceptance for membership shall forthwith pay the entrance fee determined by the Board or upon such terms and conditions as the Board may decide; the applicant shall also pay any assessments which may be due at the time as notified by the Board.
Meetings of Members
  1. The Board shall convene the member churches as provided for in Article 51 of the Constitution and shall attend to the agenda for such meetings.
Procedure at General Meetings
  1. A quorum is a majority of the number of Fund member churches.

  2. The Chairman of the Fund shall preside over the general membership meetings.

  3. No resolution proposed at a meeting need be seconded and the Chairman of a meeting may move or propose a resolution.

  4. The Chairman at a member churches meeting shall not be entitled to vote unless he is the authorised representative of a member church of the Fund.

  5. In case of an equality of votes the Chairman shall not have a casting or second vote in addition to the vote to which he may be entitled as representative of a member church and the proposed resolution shall not pass.

  6. A member church in good standing represented at a meeting of member churches is entitled to one vote.

  7. Voting is by show of hands.

  8. Voting proxy in person is permitted provided the proper credentials are submitted to the meeting.
Fund Board of Management
  1. The Board may exercise all such powers and do all such acts and things as the Fund may exercise and do, but subject to the provisions of

    1. all laws affecting the Fund.

    2. these By-Laws, and

    3. rules, not being inconsistent with these By-Laws, which are made from time to time by the Fund at a member churches meeting.
Proceedings of the Board of Management
  1. The Board may meet at such places as it thinks fit for the dispatch of business, adjourn and otherwise regulate its meetings and proceedings as it sees fit.

  2. The quorum necessary for the transaction of business shall be a majority of the members of the Board.

  3. The Chairman may at any time, and shall at the request of a majority of the Board members, convene a meeting of the Board.

  4. The Board of Management of the Fund shall carry out all responsibilities delegated to it by the member churches and shall keep the member churches informed of its acts by sending a copy of the Board meeting minutes to the secretaries of the member churches.

  5. Questions arising at any meeting of the Board shall be decided by a majority of votes.

  6. In case of an equality of votes the Chairman does not have a second or casting vote.

  7. No resolution proposed at a meeting of the Board need be seconded and the Chairman of a meeting may move or propose a resolution.
Duties of Officers
  1. The Chairman is the Chief Executive Officer of the Fund and shall supervise the other officers in the execution of their duties.

  2. The Secretary shall:

    1. conduct the correspondence of the Fund,

    2. issue notices of meetings, as required,

    3. keep minutes of all membership and Board meetings,

    4. have custody of all records and documents of the Fund except those required to be kept by the Treasurer,

    5. maintain the register of member churches.

  3. In the absence of the Secretary from a meeting, the Board shall appoint another person to act as Secretary of the meeting.

  4. The officers of the Board of Management shall abide by the aforementioned duties as they may apply in the conduct of their respective offices.
Investment of Funds
  1. The Board shall give instructions to the Investment Officer regarding investment of the funds of the Fund.
Calculation of Contributions
  1. The amount of the annual assessment shall be determined by the Board in consultation with the Auditors or any other qualified of professional person, taking into consideration the factual needs at the specific time.
Collection of Contributions
  1. The Board shall take such steps to effect collection of contribution arrears as it may consider necessary and justified in the circumstances and, if a member church is in arrears for six months or more and is currently entitled to benefit payments, the Board may order the benefit payments to be applied against arrears.

  2. The Board shall establish the annual benefit rate in accordance with the direction of the membership meeting.

  3. Annual benefits as determined in Article 34 shall be paid in equal monthly instalments.

  4. The Board shall remain mindful of the necessity of maintaining sufficient cash resources to meet current benefit entitlements and, to that end, shall require the Treasurer to keep the Board informed of the Fund's cash position on a monthly basis whenever the total cash resources are reduced beyond an amount equal to the benefits required to be paid within the following twelve-month period.
Procedure and Calculation of Distribution in the Event of Cessation of the Fund
  1. Upon a resolution passed by the member churches of the Fund, the Board shall:

    1. cease all operations of the Fund with respect to payment of benefits;

    2. convert all assets of the Fund to cash or bank term deposits not exceeding 90 days in duration;

    3. collect any and all outstanding assessments of other amounts due from the member churches, subject to subjection (e), below;

    4. determine the cumulative contributions made to the Fund by those who are members of the Fund at the time of the decision to liquidate;

    5. pay a refund to each member church calculated by using the following steps:

      1. divide the net realised assets of the Fund, including collectible amounts receivable, by 2;

      2. multiply the accumulated contributions of the member church by the result of (i) above, and divide by the total accumulated contributions of all members entitled to a refund under this article;

      3. multiply the number of communicant members reported by the member church at the last 31st December by the result of (i) and divide the total number of communicant members;

      4. add the results obtained in (ii) an (iii), above, deducting any amounts owing by the member church to the Fund at the time of liquidation.
Early Retirement Benefits
  1. Benefits are payable only to churches supporting a minister 65 years of age or older, his widow and/or dependents, unless:

    1. A minister is unable to work and retires early in accordance with Article 13 of the Church Order; and

    2. The member church, despite reasonable endeavours, was unable to obtain appropriate and reasonable insurance cover for the risk or is unsuccessful in claiming on an existing insurance policy.1

Adopted by the General Meeting held on 9th August 1990 and as amended thereafter to comply with the Ministry of Fair Trading's requirements for Incorporation.
1. By-Law 35 adopted at AGM 7 May 2016


last updated 25 May 2017
 
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