FREE REFORMED RETIREMENT VILLAGE ASSOCIATION (Inc)

OPERATING THE "FAIR HAVEN" HOSTEL

15 PINETREE CLOSE
ARMADALE, W.A. 6112
TELEPHONE (08) 9399 7173
FAX (08) 9497 5133
ABN 97 830 484 491

CONSTITUTION & RULES

22nd February 2001

FREE REFORMED RETIREMENT VILLAGE ASSOCIATION (Inc)

CONSTITUTION

1 NAME

The name of the association is the Free Reformed Retirement Village Association (Inc).

2 FOUNDATION

The foundation of the Association is the Bible, the Word of God as the only rule of life and faith, as confessed in the doctrinal standards of the Free Reformed Churches of Australia, namely the Heidelberg Catechism, the Belgic Confession of Faith and the Canons of Dort. This article cannot be altered.

3 AIM

The aim of the Association is to assist in providing homes for the aged, and to provide accommodation and care for the frail aged of the Free Reformed Church in conformity with Article 2 of this Constitution.

4 INCIDENTAL POWERS

In carrying out its aims the Association shall have the power:
a) to purchase, take on lease, or in exchange, hire and otherwise acquire and maintain any real or personal property and any rights and privileges.
b) to borrow or raise or secure the payment of money in such manner as the Association thinks fit, with power to issue debentures, grant mortgages, charges or any other class of security upon charging all or any of the property, real or personal, both present and future of the Association and to redeem or pay off any existing or future security.
c) to enter into such contracts and do all such other things as are incidental or conducive to the attainment of its aim and to exercise the powers of the Association.

5 MEMBERSHIP

a) All persons who are members of any of the Free Reformed Churches or of one of their sister churches shall be eligible to become members of the Association.
b) Persons shall cease to be members of the Association if:
1) they are no longer eligible for membership, as defined in Article 5 (a), or
2) they give to the Secretary one months written notice of their intention to resign their membership of the Association, or
3) they are expelled in accordance with the provisions of Article 14

6 GENERAL MEETINGS

a) The Annual General Meeting shall be held in either July or August of each year at such time and place as the Board may appoint, and the following shall be the order of business:
1) To receive the secretarial and financial reports and budget, and the report of the auditors.
2) To elect the members of the Board.
3) To transact any other business proposed by the Board or any member of the Association.
b) General meetings of the Association may be convened at any time by the Secretary upon the direction of the Board.
c) The Secretary shall also, upon receipt of a request signed by not less than seven (7) members, convene a special meeting of the Association to be held on a date to be fixed by the Board, within twenty-one (21) days of the date of receipt of the request. The request shall state the general nature of the business to be discussed at the meeting and any resolution to be put to the vote. No business other than that stated in the request shall be discussed at the meeting so requested.
d) At least eight (8) days notice of all meetings of the Association stating the general nature of all business to be transacted at the meeting shall be given to all members, but the accidental omission to give a notice to or the non-receipt of notice of a meeting by any member shall not invalidate the proceedings at that meeting.

7 VOTING

a) Every member shall have the right to vote and shall have one vote upon every motion.
b) Members who are more than three calendar months in arrears with contributions shall be in-eligible to vote or to be elected to office.
c) Blank or informal votes shall be deemed invalid.

8 BOARD

a) The Board shall consist of a Chairman and at least five (5) members all elected at a General Meeting. Board members shall be confessing members of a Free Reformed Church. b) The Board shall, at the first Board Meeting following the Annual General Meeting, appoint individual Board members to the office of Chairman, Secretary and Treasurer of the Association. c) Any member who is an employee of the Association shall not be eligible for election as a Board member. d) The Chairman and all Board members shall hold office until the conclusion of the third Annual General Meeting following the Annual General Meeting of their election, but shall be eligible for re-election.

9 POWERS AND DUTIES OF THE BOARD

Unless otherwise provided by this Constitution, the Board shall have the entire management of the business and affairs of the Association and in addition shall have the power from time to time:
a) to enrol eligible persons as members of the Association.
b) to appoint members of the Board to the office of Chairman, Secretary and Treasurer and to fill any vacancy however occurring in such offices.
c) to appoint, suspend and dismiss; and to accept the resignation of any employee of the Association.
d) to make such regulations as may be necessary for the employment and conduct of all employees of the Association; and to fix any remuneration.
e) to appoint committees from their body or to co-opt members of the Association to serve on such committees.
f) in accordance with Article 14, to suspend or expel any member of the Association.
g) to make, alter and repeal such Rules as provided for in Article 16.
h) to construe for all purposes this Constitution and the Rules referred to in paragraph (g) of this Article, and the construction placed by the Board on this Constitution and the Rules shall be final and binding on all members unless and until rescinded by a General Meeting.

10 APPROVAL OF THE GENERAL MEETING

Notwithstanding that the Board may represent the Association, approval of the members by way of a resolution of a General Meeting shall be necessary before the Board shall exercise any of the incidental powers contained in Article 4 of this Constitution.

11 MEETINGS OF THE BOARD

a) The Board shall meet to attend to the business and affairs of the Association as often as the Chairman and Secretary shall deem necessary. b) Any three (3) Board members may at any time request a meeting of the Board on notice of not less than twenty four hours. c) At every meeting of the Board the Chairman shall preside. In the absence of the Chairman, the Board members present shall choose one of their number to be Chairman. d) The presence of two thirds of the Board members shall form a quorum, but should a quorum not be present either within half an hour of the time fixed for a meeting of the Board or at any time during a properly constituted meeting of the Board, the Chairman of the meeting shall declare it adjourned to the same day, at the same time in the next week and at the same place. The presence of three quarters of the members shall form a quorum at the adjourned meeting, and in the absence of such quorum the meeting shall lapse.

12 EMPLOYEES

a) Any person employed by the Association must be a member of any of the Free Reformed Churches of Australia, or one of the sister churches as defined in this Constitution. b) Permanent employees are expected to become members of the Association.

13 INCOME

The income of the Association, whether from investments, subscriptions, donations, gifts, legacies, loans or otherwise shall be applied solely to the promotion of its aim and no part of the income shall be paid or transferred directly or indirectly by way of dividend or bonus or otherwise by way of pecuniary profit to the members, provided that remuneration may be paid in good faith to members and employees of the Association or other persons in return for services actually rendered to the Association.

14 EXPULSION

The Board may suspend or expel any member of the Association: a) who shall commit any breach of this Constitution or the Rules or of any order or direction of the Board or of any General Meeting or who is more than twelve months in arrears with contributions. b) Notice of any such suspension or expulsion shall immediately be sent to the members at their last known address and they may, on giving notice within fourteen days of notification of their suspension or expulsion of their intention to do so, appeal to a Special General Meeting of the Association to be called within twenty one days of receipt by the Association of the notice of the appeal. No members shall be suspended or expelled unless they have been advised of the infringement alleged against them, or of their conduct called in question and have been given the opportunity to speak or submit a statement in writing in their defence.

15 CESSATION OF MEMBERSHIP

Any members suspended or expelled in accordance with Article 14, or otherwise ceasing to be members of the Association by virtue of their resignation or ineligibility for membership in accordance with Article 5, shall forfeit all rights to, or claims upon, the Association and its property and funds, but shall be liable to the Association for all arrears of contributions.

16 RULES

The Board shall from time to time make, repeal and amend all such Rules (not inconsistent with this Constitution) as they may consider necessary for the management of the business and affairs of the Association and for giving effect to the provisions of this Constitution. All such rules shall be approved by a simple majority resolution of a General Meeting. All such rules shall be binding upon all members.

17 AUDITORS

a) At the end of the financial year and prior to the Annual General Meeting the financial accounts of the Association shall be audited by an independant practising accountant (not being a member of the Board). b) The auditor shall audit the annual accounts and balance sheet of the Association (verifying all entries against the relevant documents) and shall certify the same as being correct. c) The auditor's report shall be presented to the Association at the Annual General Meeting.

18 CONTRIBUTIONS

The annual contribution shall be such sum as is determined at a General Meeting and shall be payable in the manner and at the times as determined by the Board.

19 CALLS

Calls for funds, additional to the subscription, may be requested from members of the Association by a simple majority resolution of a General Meeting of which due notice has been given.

20 AMENDMENT OF THE CONSTITUTION

This Constitution shall not be amended, added to or repealed except at a General Meeting of which due notice has been given, which notice shall include the proposed amendment and the reasons for such amendment, and at which meeting two thirds of the members, present and voting at the meeting, vote in favour of the proposed amendment, addition or repeal. The Deputy Commissioner of Taxation shall be advised of any amendments to this Constitution.

21 DISSOLUTION OF THE ASSOCIATION

a) A motion to dissolve the Association must originate from the Board or from at least ten Association members. In the latter case they must provide written notice of motion to the Board together with supporting reasons for dissolution. The Board shall notify all Association members in writing of all such motions, at least fourteen days prior to the General Meeting convened for dealing with the matter. b) At this General Meeting at least three-fourths of the enfranchised Association members must be present to deal with the motion for dissolution, otherwise another General Meeting shall be convened within thirty days where members there present can decide. A two-thirds majority is required to carry the motion for dissolution. c) Upon dissolution the affairs of the Association shall be administered by the Free Reformed Church of Armadale, in order that: 1) the assets and liabilities may be transferred to an existing Association or an Association to be formed having the same foundation and objects as the existing Association and approved under section 78(1)(a) of the Income Tax Assessment Act, or 2) any surplus funds remaining after the satisfaction of all debts and liabilities will be transferred to an authority or institution approved under section 78(1)(a) of the Income Tax Assessment Act.

22 INDEMNITY

No officers or members of the Board shall be liable for acts, receipts, neglects or defaults of any other officers or members, or for joining in any receipts or act for conformity or for loss or expense happening to the Association through the insufficiency or deficiency of title to any property acquired by or on behalf of the Association. Or for any loss and damage arising from bankruptcy, insolvency or tortious acts of any person with whom any money, security and effects shall be deposited, or for any loss or error of judgement, omission, default or oversight on their part or for any other loss, damage or misfortune whatsoever which may happen in relation to the execution of the duties of their office or in relation thereto unless the same thing happens through their own wilful neglect or act.

23 TRUSTEES

There shall be (3) Trustees, namely the Chairman, Secretary and Treasurer of the Board, who shall hold office until their successors, have been appointed.

24 COMMON SEAL

The Common Seal of the Association shall be kept in the custody of the Secretary and shall not be affixed to any instrument except pursuant to a resolution of the Board.

25 INTERPRETATION

In this Constitution and the Rules, unless inconsistent with the context or subject matter or circumstances:
1) "Association" means the Free Reformed Retirement Village Association (Inc.)
2) "Sister Churches" means all other churches which are accepted as such by the Free Reformed Churches of Australia.
3) "Members" means any member of the Association for the time being.
4) "Board" unless otherwise specified means the Board of the Association.
5) "Board Members" means the Chairman and all other members of the Board.
6) "Board Meeting" means any meeting of the Board members comprising the necessary quorum.
7) "Rules" means the Rules for the time being in force and made pursuant to the power contained in Article 16.
8) "Month" means a calendar month.
9) "Day" means a clear day.
10) "Person" includes a body corporate.
11) The singular number includes the plural and vice versa.
12) The masculine gender includes the feminine and vice versa.

26 DEFAULT DISSOLUTION

Notwithstanding the provisions of Article 21, any amendment or addition to or repeal of Articles 2, 5(a), 21 and this present Article shall immediately dissolve the Association, and the property of the Association shall be dealt with in the manner provided by Article 21.

RULES

FREE REFORMED RETIREMENT VILLAGE ASSOCIATION (Inc)

1 FINANCIAL YEAR

The financial year of the Association shall commence on 1st July in each year, and shall terminate on 30th June of the following year

2 VOTING

a) Unless otherwise provided in the Constitution all resolutions shall be passed by a simple majority of those members present and voting.
b) Every question of a business or general nature submitted to a vote shall be decided in the first instance by a show of hands and in the case of an equality of votes the question shall be deemed rejected.
c) The election of Board Members, which may be done by nomination, and every question in respect of the rights and privileges of any member or person shall be decided by a secret ballot.
d) In the event of an equality of votes after two ballots for the election of any Board member, a further ballot restricted to the two candidates for election who gained most votes in the second ballot shall take place. If there is an equality of votes on this further ballot, the candidate oldest in years shall be deemed to be elected.
e) Blank voting papers shall not be counted for the purpose of determining the total number of votes cast.
f) Absentee votes shall be accepted at any General Meeting.

3 VACANCY ON BOARD

Any casual vacancy on the Board shall be filled by an election at the next General Meeting following the arising of the vacancy. Any Board Members so elected shall continue in office until the expiration of the term of their predecessors, but shall be eligible for re-election.

4 CHAIRMAN - DUTIES

The duties of the Chairman shall be:
a) to preside at all Board and General Meetings of the Association, and
b) to sign the minutes of all Board and General Meetings of the Association after the approval of the respective meetings

5 SECRETARY - DUTIES

The duties of the Secretary shall be:
a) to keep a true record of all the proceedings of all Board and General Meetings of the Association in a book provided for that purpose and, after approval, to countersign such minutes.
b) to receive and take charge of all correspondence (including making duplicates of all outward correspondence.)
c) to keep all the records of the Association and to give notices of all Board and General Meetings.
d) to compile an Annual Report covering the activities of the Association which, after approval by the Board, shall be presented at the Annual General Meeting.
e) to perform all other duties usually performed by a Club Secretary.

6 TREASURER - DUTIES

The duties of the Treasurer shall be:
a) to receive all monies (including contributions) due to the Association, pay the same into the Association's bank account, and pay all accounts when approved for payment by the Board.
b) to see that correct accounts are kept showing the financial affairs of the Association
c) to present quarterly or, if requested by the Board, a report at each Board meeting showing the state of the finances.
d) to report at quarterly Board Meetings the names of members in arrears.
e) to produce at the Annual General Meeting an audited statement showing the receipts and disbursements of the Association during the last year ended 30th June and the assets and liabilities at that date, and a financial report and budget for the following year after same have been approved by the Board.
g) to countersign all cheques drawn on the Association's banking account.
h) to keep a correct register of Members of the Association, and to publish such register annually together with the annual report.

7 BANK ACCOUNT

The Association's bank account may be operated by the Treasurer jointly with the Administrator and other members of the Executive Committee. All cheques shall be signed by the Administrator and countersigned by the Treasurer or, in their absence, by any other member of the Executive Committee.

8 EXECUTIVE COMMITTEE

a) The Chairman, Secretary and Treasurer shall form the Executive Committee which shall be responsible for the management of the day to day business of the Association, or of those affairs which require immediate attention.
b) The Executive Committee shall present a full report of any action taken by it to the first Board Meeting following the taking of such action.
c) In the absence of the Chairman, or Secretary, or Treasurer the Board shall appoint any other Board Member to the Executive Committee.

9 EMPLOYEES & MEMBERS

a) Any exercise of the powers conferred upon the Board by Article 9 (c) or (f) of the Constitution in regard to the appointment, suspension or dismissal of any employee or member shall be made by a resolution of a majority of all Board Members.
b) Any question or dispute that may arise between an employee and the Board may, after every other means of mediation and reconciliation have been exhausted, be referred to a Board of Appeal. If all other steps have failed the Board shall, at the appellant's request, establish a Board of Appeal. The Board of Appeal will consist of five (5) persons, all of whom must be members of the Association. Two of these will be nominated by the appellant and two will be appointed by the Board. The fifth member, who will act as Chairman of this Board of Appeal, will be chosen by the mutual agreement of the four appointed members. The decision of the Board of Appeal shall be binding upon all parties.
c) Any question or dispute that may arise between a member of the Association and the Board may also be referred to a Board of Appeal under similar conditions to those set out in Rule 9 (b).
d) Nothing in this Rule shall abrogate the right of any member(s) to instigate a General Meeting of the Association as set out under section 6 (c) of the Constitution. Any General Meeting of the Association can, provided that due notice of such impending action has been given, appoint a Board of Appeal to mediate in any outstanding question or dispute.

10 ADMISSION TO HOSTEL RESIDENCY

In general, the facilities of the Association are available only to members of the Association. However, it shall be proper and not inconsistent with the Constitution for the Board to consider applications for permanent residency from persons who are not members of the Free Reformed Churches, but are relatives of members of the Association. In considering such applications, the Board will have due regard for the circumstances, such as:
1) Relationship to Association members.
2) Needs of the applicant, staffing levels & bed availability.
3) Ability to fit in, bearing in mind the integrity of the Hostel and Village.
4) Ethnic origin and background of the applicant.
Should the Board be satisfied that these, or any other circumstances, warrant consideration by the Association for approval of the application, then it shall present such recommendation before the members meeting of which due notice has been given. The notice of the meeting shall show that such a recommendation will be presented to the meeting. However, in the event that circumstances require the immediate admission of such applicant to the Hostel, then the Board shall have the authority to admit the applicant for respite care without presenting such application to the Association. This action would not relieve the Board of any responsibility for seeking the approval of the Association prior to offering permanent residency to the applicant or, of reporting the reason for having taken this action to the Association, at the earliest available opportunity.

11 VALIDITY OF RULES

These Rules are made in pursuance of the powers conferred upon the Board by Article 16 of the Constitution, and shall be binding upon all members of the Association until repealed or rescinded by a General Meeting.


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