BLIND CITIZENS AUSTRALIA

BOARD BY-LAWS ON

BRANCH ADMINISTRATION

 

Adopted, September 2001

Board By-laws

 

  1. INTRODUCTION
    1. Blind Citizens Australia (BCA) is a nation-wide organisation, which all legally blind Australian residents may join as a matter of right, to promote the common purpose of their total welfare through joint action and mutual support. BCA's mission is to achieve equity and equality by our empowerment, by promoting positive community attitudes, and by striving for high quality and accessible services which meet our needs.

1.2 BCA's national unity is its strength and its active Branches are its life.

1.3 These by-laws are made under Article 6(d).

1.4 Branches are autonomous in regional or special interest matters, but their decisions and actions must be consistent with BCA's Memorandum and Articles, these by-laws and BCA policies.

1.5 These by-laws include two kinds of by-laws:

a) By-laws using the word "must" - Branches must comply with these if BCA is to conduct its affairs as a company properly; and

b) By-laws using the word "may" - Branches are encouraged to comply with these as they represent best practice in Branch administration.

1.6 Attached to these by-laws are two sets of model Branch by-laws. All Branches, except those which are already incorporated, must adopt operational by-laws. Regional Branches may adopt the first set and special interest Branches may adopt the second set. Both sets of model Branch by-laws incorporate the requirements and suggestions contained in these by-laws. Their use by a Branch will enable its smooth operation and maximise its autonomy within BCA.

1.7 A Branch must advise the Executive Officer of the adoption or amendment of its by-laws, and any changes will not take formal effect until their ratification by the Board.

1.8 BCA discourages Branches from becoming incorporated.

a) When an incorporated organisation seeks to become a Branch it must demonstrate to the satisfaction of the Board that its constituent documents are consistent with the spirit of the Memorandum, Articles and these by-laws. Where an incorporated organisation becomes a Branch its constituent documents must prevail over these by-laws, but BCA encourages the organisation to alter those documents to accord with the provisions and spirit of these by-laws.

b) Existing Branches may only become incorporated with the approval of the Board. A Branch which becomes incorporated without the Board's approval may be disciplined under Article 4 which is detailed in By-law 14.

1.9 The Board will keep these by-laws and the two sets of model Branch By-laws under regular review.

 

2. DEFINITIONS

In these by-laws, these words have these meanings:

"Articles" - BCA's Articles of Association, as amended October 1999

"Committee" - the Branch Committee

"Board - the Board of Directors of Blind Citizens

Australia

"Executive Officer" - the BCA Executive Officer, who is normally also BCA's Company Secretary

"members" - the members of BCA, of whatever

category, unless otherwise stated

"Memorandum" - BCA's Memorandum of Association, as amended October 1999

"BCA" - Blind Citizens Australia

 

3. BRANCH BOUNDARIES

3.1 Regional Branches must, and Special Interest Branches may, define the boundaries of the geographic area from which they will draw their membership. Such boundaries must be specified in the Branch's by-laws. In defining its boundaries the Branch should take account of the expectation that a BCA Branch will maintain effective contact with its members and will provide opportunities for all members to participate in Branch activities.

    1. All members who reside in the defined boundaries of a regional Branch will be deemed to be members of that Branch, unless they notify their intention to join another regional Branch as provided for below.
    2. A member who resides outside the defined boundaries of a regional Branch may choose to join that Branch by writing to the Branch Secretary requesting membership. The Secretary must then:
    1. The coverage area for a Branch must consist of one or more local government areas. Branch boundaries must not cut across a local government area.

3.5 Branches may promote their activities and seek input to their policy work from members who are not members of the Branch.

3.6 If a Branch wishes to amend its by-laws to change its boundaries, it must notify in advance the Executive Officer and any Branch that would be affected by the change.

    1. The Board will keep Branch boundaries under regular review, particularly where a Branch's boundaries may be affected by the formation or closure of neighbouring Branches.

4. MEMBERSHIP

4.1 All members of a Branch must be BCA members.

4.2 Organisations cannot be members of a Branch.

 

4.3 The members of a regional Branch are the BCA

members who reside in the area covered by the Branch, or such other members who choose to join the Branch as provided for in By-law 3.3.

4.4 The members of a special interest Branch are the BCA members who choose to join the Branch and who satisfy any Branch membership requirements.

4.5 A Branch must have at least the following membership categories, as defined in Article 2:

a) Full Members - legally blind Australian residents over the age of eighteen;

b) Associate Members - people who identify with BCA's aims but who are ineligible for full membership; and

c) Junior Members - legally blind Australian residents under the age of eighteen.

4.6 A person may be a voting member of more than one Branch, but must not be a voting member of more than one regional Branch.

 

5. FEES

5.1 There must not be a fee for membership of a regional Branch.

5.2 A special interest Branch may charge both a joining fee and an annual membership fee.

5.3 Special interest Branch members in different categories may be charged different fees, but the fees for full and associate members must be equal.

 

6. COMMITTEE

6.1 The committee may have from four to seven members, of whom at least two-thirds must be full BCA members.

6.2 Committee members must be elected at each annual meeting, for one year terms commencing at the end of each annual meeting.

6.3 The President must be elected by a vote of the Branch members present at the annual meeting.

6.4 The Branch may choose at each annual meeting whether to elect its other office bearers directly or to have positions filled from among the committee by the committee.

6.5 Casual vacancies may be filled by the committee.

6.6 A quorum for a meeting of the committee is four committee members of whom three must be full members of the Branch.

6.7 The committee may meet by telephone.

7. OFFICERS

7.1 A Branch must have a President, a Vice-President, a Secretary and a Treasurer.

7.2 One person may be both Secretary and Treasurer.

7.3 One person may be both Vice-President and Treasurer.

7.4 The President and Vice-President must be full BCA members.

7.5 The President is a Branch's leader and should be its main spokesperson. The President should chair all meetings of the Branch and of the committee.

7.6 The Vice-President must work in support of the President and represent the President in his or her absence.

    1. The Secretary must ensure that minutes are taken of all meetings, keep the Branch records, attend to correspondence and organise meetings.

7.8 The Secretary must send to the Executive Officer, within two months of the Branch's annual meeting, details of the incoming committee, copies of the President's and Treasurer's annual reports and copies of any resolutions passed by the annual meeting.

7.9 The Secretary must maintain an accurate list of the names and addresses of the Branch's members. The Secretary must co-operate with the Executive Officer to exchange update information for the Branch's membership list, and must send to the Executive Officer an up to date list of Branch members each year or when requested to do so by the Executive Officer. The Secretary shall ensure that the membership list is kept in a secure place so as to protect the confidentiality of Members’ information and that only the President and the Secretary have access to the membership lists.

7.10 The Secretary must maintain an assets register showing details of all items bought for the Branch using BCA's sales tax exemption. A copy of the assets register must be sent to the Executive Officer each year.

7.11 The Secretary must ensure that the Branch's official minutes are kept in print, and that a print copy of minutes of each of the Branch's annual and general meetings is lodged with BCA's Executive Officer within two months.

7.12 The Treasurer must maintain the Branch's financial records, report to the Branch and to the committee and administer the Branch's bank account.

7.13 All Committee members should obtain and read copies of the by-laws applicable to their Branch.

 

8. FINANCE

8.1 The Branch's financial year must end on June 30.

8.2 The Branch must maintain an account with a recognised financial institution. The committee must appoint three signatories for this account. The account may have cheque writing facilities, and all cheques must be signed by two people.

8.3 The Treasurer's report to the annual meeting must have been audited by a person who is not a Branch member. This person must be chosen by the committee. This person must either be an accountant or have demonstrable experience as a bookkeeper.

8.4 The committee may decide to pay people who speak at Branch events, but The Board will not do this at the national level. The Branch must take responsibility for payment. Where a Branch is conducting an event in association with a national BCA event, such as Convention, a proposal to pay a speaker must be approved by the Board.

 

9. FUNDRAISING

9.1 Branches are entitled to raise whatever funds they need, however they choose, but Branches must take their own responsibility for complying with any local, state, territory or federal government laws. BCA's incorporation will not protect Branch members if they engage in unlawful acts in the name of the Branch.

Branches must be aware that they are essential elements of a national company. The Board must preserve BCA's national standing and foster its strength as a federation.

9.2 All Branch fundraising must portray blind and vision impaired people in a positive way.

9.3 If a Branch seeks or receives commercial sponsorship to the value of $2,000 or more, it must keep the Executive Officer informed about the nature and progress of the sponsorship, so that BCA and its Branches are not competing for the same funds.

9.4 If a Branch applies for any grant from the Commonwealth Government or from any State or Territory Government, it must first provide the Board with a copy of the application and obtain its written approval.

9.5 BCA's Certificate of Incorporation must not be used in funding applications without written approval from the Board.

9.6 The Secretary must send copies of any funding agreements the Branch wishes to enter into, to the Executive Officer for review, to be sure that the Branch and BCA can meet all deliverables and comply with all provisions in the agreement and so that the Board is aware of all BCA's obligations.

 

 

 

  1. ANNUAL MEETING

10.1 Each Branch must hold an annual meeting in each calendar year, in July, August or September.

10.2 Each Branch member must receive fourteen days notice of the annual meeting in an accessible format.

10.3 The annual meeting must:

a) receive and adopt the minutes of the previous annual meeting;

b) receive and adopt annual reports from the President and Treasurer; and

c) elect the President and the committee members. The Branch may either elect its other office bearers or empower the committee to select them.

10.4 A quorum for an annual meeting is ten members of whom seven must be full members of the Branch.

 

11. GENERAL MEETINGS

11.1 Meetings may be informal, but minutes must be kept and correspondence and financial matters must be dealt with properly.

11.2 A quorum for general meetings is ten members of whom seven must be full members of the Branch.

 

12. VOTING

12.1 Only full Branch members can vote or move or second motions, except as provided for in By-law 12.3.

12.2 Voting must be by voices, or by poll where the chairperson considers this appropriate. The chairperson may conduct a secret ballot for elected or appointed positions.

12.3 Special Interest Branches must decide whether their associate members may vote at Branch meetings. Voting rights must be confined to matters of special interest, in respect of which the Branch is granted autonomy under Article 6(a).

 

  1. SPOKESPERSON

13.1 It must be either the President or Secretary who communicates with non-members or with external organisations about Branch affairs. However the committee or the Branch may authorise other Branch members or employees to do so about specific matters and to a clear extent.

13.2 Branch members must not speak in a way which obliges BCA to do any thing or which implies BCA holds any attitude, unless specifically authorised to do so by the Board or by the committee.

14. ENTRY INTO CONTRACTS

14.1 Branches of Blind Citizens Australia which are not Incorporated have no legal capacity and accordingly cannot enter into any contracts for the provision of goods or services or for the engagement of employers or contractors.

14.2 Where it is necessary for a Branch to enter into a contract for the provision of goods or services or the engagement of employees or contractors, it shall report the matter immediately to the Board. The Board shall consider the matter and if it considers the proposed contract to be in the best interest of Blind Citizens Australia, it may enter into that contract.

 

15. USE OF LOGO AND LETTERHEAD

15.1 The Logo and Letterhead of Blind Citizens Australia are the property of Blind Citizens Australia and are only to be used for the purposes of the organisation.

    1. Branches are provided with Blind Citizens Australia letterhead and may use it for correspondence relating to the activities of the Branch as a Branch of Blind Citizens Australia.
    2. If a Branch wishes to use Blind Citizens Australia’s logo or other corporate symbols in connection with a particular activity which is not an ordinary activity of a Branch of Blind Citizens Australia, it shall, prior to doing so seek permission for such use from the Executive Officer. The Executive Officer may grant permission for such use on such terms and conditions as he/she may think fit or in accordance with guidelines determined by the Board

 

  1. DISCIPLINE

16.1 This By-law relates directly to Article 5.

16.2 If a Branch behaves inconsistently with the Memorandum or Articles, these by-laws or BCA policies, the Board may:

    1. by a two-thirds majority vote, dissolve the Branch if it is not separately incorporated; or

b) by a two-thirds majority vote, expel the Branch if it is separately incorporated; or

c) suspend or otherwise discipline the Branch.

16.3 The Board must give a Branch seven days written notice of any proposal to expel, suspend or discipline the Branch.

 

16.4 A Branch which is expelled, suspended or disciplined may appeal to Convention, which may uphold or reverse the Board's decision.

16.5 Branches cannot expel, suspend or discipline Branch members. The Board may do this, subject to Article 5A.

 

  1. DISSOLUTION
    1. A Branch may either recommend to the Board that it be dissolved, or be wound up by the Board.

17.2 A Branch may only dissolve itself at a general meeting called to discuss the matter, of which twenty-one days written notice has been given to all Branch members in an accessible format. A vote to dissolve a Branch must pass by a two-thirds majority.

17.3 The Board may vote by a two-thirds majority to wind up a Branch that no longer has at least ten members wishing to participate in its management or activities.

17.4 Where The Board deems it necessary to dissolve a Branch, for any reason other than that its membership has fallen below ten, it will give twenty- one days written notice to this effect to the members of the committee. Where the committee opposes the dissolution it will have the right to appeal the matter to "Convention" which may uphold or reverse the Board's decision.

17.5 Whether the Branch dissolves itself, is expelled or is wound up, its assets must pass to BCA. The Board must apply the assets according to the Branch's objects and BCA's aims.

18. NEW BRANCHES

18.1 The Board must vote to establish any new regional or special interest branch.

18.2 The Board may establish a Branch where there are at least ten full members in favour of establishing it and who wish to join the Branch.

18.3 Members wishing to establish a regional Branch must submit to the Board a proposal for the Branch's boundaries which, once approved, will be incorporated into the Branch’s By-laws.

 

 

BLIND CITIZENS AUSTRALIA

MODEL BY-LAWS FOR

REGIONAL BRANCH ADMINISTRATION

Adopted, September 2001

Regional Branches

 

1. NAME AND PURPOSE

1.1 This organisation is constituted as a Branch of

Blind Citizens Australia (BCA). BCA is a nation-wide organisation, which all legally blind Australian residents may join as a matter of right, to promote the common purpose of their total welfare through joint action and mutual support. BCA's mission is to achieve equity and equality by our empowerment, by promoting positive community attitudes, and by striving for high quality and accessible services which meet our needs.

1.2 BCA's national unity is its strength and its active Branches are its life.

    1. The name of this organisation is (specify).

1.4 The area covered by the Branch is (specify), as approved by the Board

1.5 These by-laws are based on the Model By-laws for Regional Branch Administration approved by the Board under Article 6(d).

    1. The Branch has autonomy in regional matters, but its decisions and actions must be consistent with BCA's Memorandum and Articles, its by-laws and policies.

 

2. DEFINITIONS

In these by-laws, these words have these meanings:

"Articles" - BCA's Articles of Association, as

amended October 1999

"committee" - the Branch committee

"Board" – means the Board of Directors of Blind Citizens Australia

"Executive Officer" - the BCA Executive Officer, who is normally also BCA's Company Secretary

"members" - the members of BCA, of whatever

category, unless otherwise stated

"Memorandum" - BCA's Memorandum of

Association, as amended October 1999

"BCA" - Blind Citizens Australia

 

3. MEMBERSHIP

3.1 All members of the Branch must be BCA members.

3.2 Organisations cannot be members of the Branch.

3.3 The members of the Branch are the BCA members who reside in the area covered by the Branch, as well as other members who choose to join the Branch.

3.4 The Branch has (at least) the following membership categories, as defined in Article 2.

a) Full Members - legally blind Australian residents over the age of eighteen;

    1. Associate Members - people who identify with BCA's aims but who are ineligible for full membership; and
    2. Junior Members - legally blind Australian residents under the age of eighteen.

3.5 A person may be a voting member of more than one Branch, but must not be a voting member of more than one regional Branch.

    1. All members who reside in the area covered by the Branch must be deemed to be members of the Branch, unless they notify their intention to join another regional Branch as provided for below.

3.7 A member who resides outside the area covered by the Branch may choose to join the Branch by writing to the Secretary requesting membership. The Secretary must then:

* add the person's name and contact details to the Branch's membership register;

* confirm to the member concerned their membership of the Branch; and

* advise the Executive Officer and the Secretary of the Regional Branch to which the member would otherwise belong (if applicable) of the person's Branch transfer.

3.8 The Branch may promote its activities and seek input to its policy work from members who are not members of the Branch.

3.9 If the Branch wishes to amend By-law 1.4 to change its boundaries, it must notify in advance the Executive Officer and any Branch that would be affected by the change.

4. FEES

4.1 There is no fee for membership of the Branch.

5. Committee

5.1 The committee may have from four to seven members, of whom at least two-thirds must be full BCA members.

5.2 Committee members must be elected at each annual meeting, for one year terms commencing at the end of each annual meeting.

5.3 The President must be elected by a vote of the Branch members present at the annual meeting.

5.4 The Branch may choose at each annual meeting whether to elect its other office bearers directly or to have positions filled from among the committee by the committee.

5.5 Casual vacancies may be filled by the committee.

5.6 A quorum for a meeting of the committee is four committee members of whom three must be full members of the Branch.

5.7 The committee may meet by telephone.

 

6. OFFICERS

6.1 The Branch must have a President, a Vice-President, a Secretary and a Treasurer.

6.2 One person may be both Secretary and Treasurer.

6.3 One person may be both Vice-President and Treasurer.

6.4 The President and Vice-President must be full BCA members.

6.5 The President is the Branch's leader and should be its main spokesperson. The President should chair all meetings of the Branch and of the committee.

6.6 The Vice-President must work in support of the President and represent the President in his or her absence.

6.7 The Secretary must ensure that minutes are taken of all meetings, keep the Branch records, attend to correspondence and organise meetings.

6.8 The Secretary must send to the Executive Officer, within two months of the Branch's annual meeting, details of the incoming committee, copies of the President's and Treasurer's annual reports and copies of any resolutions passed by the annual meeting.

6.9 The Secretary must maintain an accurate list of

the names and addresses of the Branch's members. The Secretary must co-operate with the Executive Officer to exchange update information for the Branch's membership list, and must send to the Executive Officer an up to date list of Branch members each year or when requested to do so by the Executive Officer. The Secretary shall ensure that the membership list is kept in a secure place so as to protect the confidentiality of Members’ information and that only the President and the Secretary have access to the membership list.

6.10 The Secretary must maintain an assets register showing details of all items bought for the Branch using BCA's sales tax exemption. A copy of the assets register must be sent to the Executive Officer each year.

6.11 The Secretary must ensure that the Branch's official minutes are kept in print, and that a print copy of minutes of each of the Branch's annual and general meetings is lodged with BCA's Executive Officer within two months.

6.12 The Treasurer must maintain the Branch's financial records, report to the Branch and to the committee and administer the Branch's bank account.

6.13 All Committee Members should obtain and read copies of these By-laws

 

7. FINANCE

7.1 The Branch's financial year must end on June 30.

7.2 The Branch must maintain an account with a recognised financial institution. The committee must appoint three signatories for this account. The account may have cheque writing facilities, and all cheques must be signed by two people.

7.3 The Treasurer's report to the annual meeting must have been audited by a person who is not a Branch member. This person must be chosen by the committee. This person must either be an accountant or have demonstrable experience as a bookkeeper.

7.4 The committee may decide to pay people who speak at Branch events, but the Board will not do this at the national level. The Branch must take responsibility for payment. Where the Branch is conducting an event in association with a national BCA event, such as Convention, a proposal to pay a speaker must be approved by the Board.

 

8. FUNDRAISING

8.1 The Branch is entitled to raise whatever funds it needs, however it chooses, and hereby takes responsibility for complying with any local, state, territory or federal government laws. The Branch acknowledges that BCA's incorporation does not protect Branch members if they engage in unlawful acts in the name of the Branch. The Branch is aware that it is an essential element of a national company. The Board must preserve BCA's national standing and foster its strength as a federation.

8.2 All Branch fundraising must portray blind and vision impaired people in a positive way.

8.3 If the Branch seeks or receives commercial sponsorship to the value of $2,000 or more, it must keep the Executive Officer informed about the nature and progress of the sponsorship, so that BCA and its Branches are not competing for the same funds.

8.4 If the Branch applies for any grant from the Commonwealth Government or from the State or Territory Government, it must first provide the Board with a copy of the application and obtain its written approval.

8.5 BCA's Certificate of Incorporation must not be used in funding applications without written approval from the Board.

8.6 The Secretary must send copies of any funding agreements the Branch wishes to enter into, to the Executive Officer for review, to be sure that the Branch and BCA can meet all deliverables and comply with all provisions in the agreement and so that the Board is aware of all BCA's obligations.

 

9. ANNUAL MEETING

 

9.1 The Branch must hold an annual meeting in each calendar year, in July, August or September.

9.2 Each Branch member must receive fourteen days notice of the annual meeting in an accessible format.

9.3 The annual meeting must:

a) receive and adopt the minutes of the previous annual meeting;

b) receive and adopt annual reports from the President and Treasurer; and

c) elect the President and the committee members. The Branch may either elect its other office bearers or empower the committee to select them.

    1. A quorum for an annual meeting is ten members of whom seven must be full members of the Branch.

 

10. GENERAL MEETINGS

10.1 Meetings may be informal, but minutes must be kept and correspondence and financial matters must be dealt with properly.

10.2 A quorum for general meetings is ten members of whom seven must be full members of the Branch.

10.3 Meetings must be held at least quarterly.

 

11. VOTING

    1. Only full Branch members can vote or move or second motions.

11.2 Voting must be by voices, or by poll where the chairperson considers this appropriate. The chairperson may conduct a secret ballot for elected or appointed positions.

 

12. SPOKESPERSON

12.1 It must be either the President or Secretary who communicates with non-members or with external organisations about Branch affairs. However the committee or the Branch may authorise other Branch members or employees to do so about specific matters and to a clear extent.

    1. Branch members must not speak in a way which obliges BCA to do any thing or which implies BCA holds any attitude, unless specifically authorised to do so by the Board or by the committee.

 

 

13. ENTRY INTO CONTRACTS

13.1 Branches of Blind Citizens Australia which are not incorporated have no legal capacity and accordingly cannot enter into any contracts for the provision of goods or services or for the engagement of employers or contractors.

    1. Where it is necessary for a Branch to enter into a contract for the provision of goods or services or the engagement of employees or contractors, it shall report the matter immediately to the Board. The Board shall consider the matter and if it considers the proposed contract to be in the best interest of Blind Citizens Australia, it may enter into that contract.

 

 

 

  1. USE OF LOGO AND LETTERHEAD
    1. The Logo and Letterhead of Blind Citizens Australia are the property of Blind Citizens Australia and are only to be used for the purposes of the Organisation.
    2. Branches are provided with Blind Citizens Australia letterhead and may use it for correspondence relating to the activities of the Branch as a Branch of Blind Citizens Australia.

14.3 If a Branch wishes to use Blind Citizens Australia’s Logo or other corporate symbols in connection with a particular activity which is not an ordinary activity of a Branch of Blind Citizens Australia, it shall, prior to doing so seek permission for such use from the Executive Officer. The Executive Officer may grant permission for such use on such terms and conditions as he/she may think fit or in accordance with guidelines determined by the Board.

 

15. DISCIPLINE

15.1 This By-law relates directly to Article 5.

15.2 If the Branch behaves inconsistently with the Memorandum or Articles, the by-laws or BCA policies, the Board may:

a) by a two-thirds majority vote, dissolve the Branch if it is not separately incorporated; or

b) by a two-thirds majority vote, expel the Branch if it is separately incorporated; or

c) suspend or otherwise discipline the Branch.

15.3 The Board must give the Branch seven days written notice of any proposal to expel, suspend or discipline the Branch.

15.4 If the Branch is expelled, suspended or disciplined, it may appeal to Convention, which may uphold or reverse the Board's decision.

15.5 The Branch cannot expel, suspend or discipline Branch members. The Board may do this, subject to Article 5(a).

 

16. DISSOLUTION

    1. The Branch may either recommend to the Board that it be dissolved, or be wound up by the Board.

16.2 The Branch may only dissolve itself at a general meeting called to discuss the matter, of which twenty-one days written notice has been given to all Branch members in an accessible format. A vote to dissolve a Branch must pass by a two-thirds majority.

16.3 The Board may vote by a two-thirds majority to wind up the Branch if it no longer has at least ten members wishing to participate in its management or activities.

16.4 Where the Board deems it necessary to dissolve a Branch, for any reason other than that its membership has fallen below ten, it will give twenty-one days written notice to this effect to the members of the committee. Where the committee opposes the dissolution it will have the right to appeal the matter to "Convention" which may uphold or reverse the Board's decision.

16.5 Whether the Branch dissolves itself, is expelled or is wound up, its assets must pass to BCA. The Board must apply the assets according to the Branch's objects and BCA's aims.

 

17. AMENDMENT

    1. These by-laws may be amended at an annual meeting, provided that the amendment is not inconsistent with the spirit of the Model By-laws for Regional Branch Administration.
    1. Any amendment must first be considered by the committee and circulated as part of the formal notice of the annual meeting. The person chairing the annual meeting may accept changes to proposed amendments during the meeting.
  1. Amendments must be passed by a two-thirds majority of votes.
  1. The Branch must advise the Executive Officer of the adoption or amendment of its by-laws, and any changes will not take formal effect until their ratification by the Board.

MODEL BY-LAWS FOR

SPECIAL INTEREST BRANCH ADMINISTRATION

 

Adopted, September 2001

Special Interest Branches

 

1. NAME AND PURPOSE

1.1 This organisation is constituted as a special interest Branch of Blind Citizens Australia (BCA). BCA is a nation-wide organisation, which all legally blind Australian residents may join as a matter of right, to promote the common purpose of their total welfare through joint action and mutual support. BCA's mission is to achieve equity and equality by our empowerment, by promoting positive community attitudes, and by striving for high quality and accessible services which meet our needs.

1.2 BCA's national unity is its strength and its active Branches are its life.

1.3 The name of this organisation is (specify).

1.4 The area covered by the Branch is (specify).

1.5 the objects of the Branch are (specify).

1.6 These by-laws are based on the Model By-laws for Special Interest Branch Administration approved by the Board under Article 6(d).

1.7 The Branch has autonomy in matters concerning its special interest, but its decisions and actions must be consistent with BCA's Memorandum and Articles, its by-laws and policies.

 

2. DEFINITIONS

In these by-laws, these words have these meanings:

"Articles" - BCA's Articles of Association, as

amended October 1999

"committee" - the Branch committee

"Board" - means the Board of Directors of Blind Citizens Australia

"Executive Officer" - the BCA Executive Officer, who is normally also BCA's Company Secretary

"members" - the members of BCA, of whatever

category, unless otherwise stated

"Memorandum" - BCA's Memorandum of

Association, as amended October 1999

"BCA" - Blind Citizens Australia

3. MEMBERSHIP

3.1 All members of the Branch must be BCA members.

3.2 Organisations cannot be members of the Branch.

3.3 The members of the Branch are the BCA members who choose to join the Branch and who satisfy the Branch membership requirements.

3.4 The Branch's membership requirements are (specify).

3.5 A person becomes a Branch member when the Treasurer or Secretary receives that person's membership fee where applicable.

3.6 The Branch has (at least) the following membership categories, as defined in Article 2:

a) Full Members - legally blind Australian residents over the age of eighteen;

b) Associate Members - people who identify with BCA's aims but who are ineligible for full membership; and

c) Junior Members - legally blind Australian residents under the age of eighteen.

3.7 A person may be a voting member of more than one Branch.

3.8 The Branch may promote its activities and seek input to its policy work from members who are not members of the Branch.

3.9 If the Branch wishes to amend By-law 1.4 to change its boundaries, it must notify in advance the Executive Officer and any Branch that would be affected by the change.

 

4. FEES

4.1 The fee for joining the Branch is $ (specify) for both full and associate members, and $ (specify) for junior members.

4.2 The annual membership fee is $ (specify) for full and associate members, and $ (specify) for junior members, payable in advance.

4.3 The membership fee and the annual fee may be changed by the Branch at its annual meeting.

 

5. COMMITTEE

5.1 The committee may have from four to seven members, of whom at least two-thirds must be full BCA members.

5.2 Subject to Clause 5.3 of the by-laws Committee members must be elected at each annual meeting for one year terms commencing at the end of each annual meeting.

5.3 In the case of a National special interest Branch, the Board may approve a Branch by-law providing for the election of Committee members for two year terms.

5.4 The President must be elected by a vote of the Branch members present at the annual meeting.

5.5 The Branch may choose at each annual meeting whether to elect its other office bearers directly or to have positions filled from among the committee by the committee.

5.6 Casual vacancies may be filled by the committee.

5.7 A quorum for a meeting of the committee is four committee members of whom three must be full members of the Branch.

5.8 The committee may meet by telephone.

 

6. OFFICERS

    1. The Branch must have a President, a Vice-President, a Secretary and a Treasurer.
    2. One person may be both Secretary and Treasurer.

6.3 One person may be both Vice-President and Treasurer.

6.4 The President and Vice-President must be full BCA members.

6.5 The President is the Branch's leader and should be its main spokesperson. The President should chair all meetings of the Branch and of the committee.

6.6 The Vice-President must work in support of the President and represent the President in his or her absence.

6.7 The Secretary must ensure that minutes are taken of all meetings, keep the Branch records, attend to correspondence and organise meetings.

6.8 The Secretary must send to the Executive Officer, within two months of the Branch's annual meeting, details of the incoming committee, copies of the President's and Treasurer's annual reports and copies of any resolutions passed by the annual meeting.

6.9 The Secretary must maintain an accurate list of the names and addresses of the Branch's members. The Secretary must co-operate with the Executive Officer to exchange update information for the Branch's membership list, and must send to the Executive Officer an up to date list of Branch members each year or when requested to do so by the Executive Officer. The Secretary shall ensure that the membership list is kept in a secure place so as to protect the confidentiality of members’ information and that only the President and the Secretary have access to the membership lists.

6.10 The Secretary must maintain an assets register showing details of all items bought for the Branch using BCA's sales tax exemption. A copy of the assets register must be sent to the Executive Officer each year.

6.11 The Secretary must ensure that the Branch's official minutes are kept in print, and that a print copy of minutes of each of the Branch's annual and general meetings is lodged with BCA's Executive Officer within two months.

6.12 The Treasurer must maintain the Branch's financial records, report to the Branch and to the committee and administer the Branch's bank account.

    1. All Committee members should obtain and read copies of the by-laws.

 

7. FINANCE

7.1 The Branch's financial year must end on June 30.

7.2 The Branch must maintain an account with a recognised financial institution. The committee must appoint three signatories for this account. The account may have cheque writing facilities, and all cheques must be signed by two people.

7.3 The Treasurer's report to the annual meeting must have been audited by a person who is not a Branch member. This person must be chosen by the committee. This person must either be an accountant or have demonstrable experience as a bookkeeper.

7.4 The committee may decide to pay people who speak at Branch events, but the Board will not do this at the national level. The Branch must take responsibility for payment. Where the Branch is conducting an event in association with a national BCA event, such as Convention, a proposal to pay a speaker must be approved by Board.

 

8. FUNDRAISING

8.1 The Branch is entitled to raise whatever funds it needs, however it chooses, and hereby takes responsibility for complying with any local, state, territory or federal government laws. The Branch acknowledges that BCA's incorporation does not protect Branch members if they engage in unlawful acts in the name of the Branch. The Branch is aware that it is an essential element of a national company. The Board must preserve BCA's national standing and foster its strength as a federation.

8.2 All Branch fundraising must portray blind and vision impaired people in a positive way.

8.3 If the Branch seeks or receives commercial sponsorship to the value of $2,000 or more, it must keep the Executive Officer informed about the nature and progress of the sponsorship, so that BCA and its Branches are not competing for the same funds.

8.4 If the Branch applies for any grant from the Commonwealth Government or from any State or Territory Government, it must first provide the Board with a copy of the application and obtain its written approval.

8.5 BCA's Certificate of Incorporation must not be used in funding applications without written approval from the Board.

8.6 The Secretary must send copies of any funding agreements the Branch wishes to enter into, to the Executive Officer for review, to be sure that the Branch and BCA can meet all deliverables and comply with all provisions in the agreement and so that the Board is aware of all BCA's obligations.

 

9. ANNUAL MEETING

9.1 The Branch must hold an annual meeting in each calendar year, in July, August or September.

9.2 Each Branch member must receive fourteen days notice of the annual meeting in an accessible format.

9.3 The annual meeting must:

a) receive and adopt the minutes of the previous annual meeting;

    1. receive and adopt annual reports from the President and Treasurer; and

c) elect the President and the committee members. The Branch may either elect its other office bearers or empower the committee to select them.

9.4 A quorum for an annual meeting is ten members of whom seven must be full members of the Branch.

 

10. GENERAL MEETINGS

10.1 Meetings may be informal, but minutes must be kept and correspondence and financial matters must be dealt with properly.

10.2 A quorum for general meetings is ten members of whom seven must be full members of the Branch.

10.3 Meetings must be held at least (frequency).

11. VOTING

11.1 Only full Branch members can vote or

move or second motions, except as may be

provided for in by-law 11.3.

11.2 Voting must be by voices, or by poll where the chairperson considers this appropriate. The chairperson may conduct a secret ballot for elected or appointed positions.

11.3 Associate Branch members cannot vote or

move or second motions.

12. SPOKESPERSON

    1. It must be either the President or Secretary who communicates with non-members or with external organisations about Branch affairs. However the committee or the Branch may authorise other Branch members or employees to do so about specific matters and to a clear extent.

12.2 Branch members must not speak in a way which obliges BCA to do any thing or which implies BCA holds any attitude, unless specifically authorised to do so by the Board or by the Committee.

 

  1. ENTRY INTO CONTRACTS
  1. Branches of Blind Citizens Australia which are not incorporated have no legal capacity and accordingly cannot enter into any contracts for the provision of goods or services or for the engagement of employers or contractors.
    1. Where it is necessary for a Branch to enter into a contract for the provision of goods or services or the engagement of employees or contractors, it shall report the matter immediately to the Board. The Board shall consider the matter and if it considers the proposed contract to be in the best interest of Blind Citizens Australia, it may enter into that contract.

 

 

USE OF LOGO AND LETTERHEAD

14.1 The logo and letterhead of Blind Citizens Australia are the property of Blind Citizens Australia and are only to be used for the purposes of the organisation.

14.2 Branches are provided with Blind Citizens Australia letterhead and may use it for correspondence relating to the activities of the Branch as a Branch of Blind Citizens Australia

    1. If a Branch wishes to use Blind Citizens Australia’s Logo or other corporate symbols in connection with a particular activity which is not an ordinary activity of a Branch of Blind Citizens Australia, it shall, prior to doing so seek permission for such use from the Executive Officer. The Executive Officer may grant permission for such use from the Executive Officer. The Executive Officer may grant permission for such use on such terms and conditions as he/she may think fit or in accordance with guidelines determined by the Board.

 

15. DISCIPLINE

15.1 This By-law relates directly to Article 5.

15.2 If the Branch behaves inconsistently with the Memorandum or Articles, the by-laws or BCA policies, the Board may:

a) by a two-thirds majority vote, dissolve the Branch if it is not separately incorporated; or

b) by a two-thirds majority vote, expel the Branch if it is separately incorporated; or

c) suspend or otherwise discipline the Branch.

15.3 The Board must give the Branch seven days written notice of any proposal to expel, suspend or discipline the Branch.

15.4 If the Branch is expelled, suspended or disciplined, it may appeal to Convention, which may uphold or reverse Board's decision.

    1. The Branch cannot expel, suspend or discipline Branch members. The Board may do this, subject to Article (5)a.

 

16. DISSOLUTION

16.1 The Branch may either recommend to the Board that it be dissolved, or be wound up by The Board.

16.2 The Branch may only dissolve itself at a general meeting called to discuss the matter, of which twenty-one days written notice has been given to all Branch members in an accessible format. A vote to dissolve a Branch must pass by a two-thirds majority.

16.3 The Board may vote by a two-thirds majority to wind up the Branch if it no longer has at least ten members wishing to participate in its management or activities.

16.4 Where the Board deems it necessary to dissolve a Branch, for any reason other than that its membership has fallen below ten, it must give twenty-one days written notice to this effect to the members of the committee. Where the committee opposes the dissolution it will have the right to appeal the matter to "Convention" which may uphold or reverse the Board's decision.

16.5 Whether the Branch dissolves itself, is expelled or is wound up, its assets must pass to BCA. The Board must apply the assets according to the Branch's objects and BCA's aims.

 

17. AMENDMENT

17.1 These by-laws may be amended at an annual meeting, provided that the amendment is not inconsistent with the spirit of the Model By-laws for Special Interest Branch Administration.

17.2 Any amendment must first be considered by the committee and circulated as part of the formal notice of the annual meeting. The person chairing the annual meeting may accept changes to proposed amendments during the meeting.

17.3 Amendments must be passed by a two-thirds majority of votes.

17.4 The Branch must advise the Executive Officer of the adoption or amendment of its by-laws, and any changes will not take formal effect until their ratification by the Board