About Blind Citizens Australia
COMPANY
LIMITED BY GUARANTEE
BLIND
CITIZENS AUSTRALIA
ACN
006-985-226
First
Registered May 26 1988
Last
Amended October 2002
1.
Name
The name of the company is Blind Citizens
Australia
2.
Right to Use of Name
The name "Blind Citizens Australia",
"National Federation of Blind Citizens of Australia" or any variant
thereof, which was not in existence when National Federation of Blind Citizens
was formed (the fourteenth Day of June 1975), is the property of Blind Citizens
Australia. Any branch which ceases to be a part of Blind Citizens
Australia for whatever reason shall forthwith forfeit the right to use such a
name.
3.
Purpose
Blind Citizens Australia is the united voice of
blind people. Its mission is to achieve equity and equality by
empowerment, by promoting positive community attitudes, and by striving for
high quality and accessible services which meet the individual needs of blind
people throughout Australia.
4.
Objects
The Objects for which Blind Citizens Australia
is established are:
4.1
To encourage self-organisation and self-determination
by blind people throughout Australia, who shall be united through membership of
the national organisation.
4.3
To provide a forum for collective self-expression and discussion by the blind
people of Australia, and to act as the authoritative voice of their joint
decisions and common objectives.
4.4
To work for the progressive improvement and modernisation throughout Australia
of public policies and practices governing the education, health, welfare,
rehabilitation, employment and recreation of blind people.
4.8
To disseminate accurate information about blind people, and to promote positive
community attitudes towards them.
5.
Powers
To enable Blind Citizens Australia to carry out
the Objects for which it is established, it shall have the powers set out
below:
5.1
To seek funds sufficient to further the Objects of Blind Citizens Australia.
5.2
As far as the law will permit, and subject to the provisions of any relevant
statute, rule, regulation or by-law, or any licence issued in pursuance
thereof, to appoint, employ, remove or suspend such managers, clerks,
secretaries, servants, workers or other persons as is required to carry out the
Objects upon such terms and conditions as the Board may determine from time to time.
5.5
To subscribe to and become a member of, and to co-operate with or amalgamate
with, any other foundation or organisation, whether incorporated or not, whose
Objects are similar to those of Blind Citizens Australia; provided that the
Organisation shall not subscribe to or support with its funds, or amalgamate
with, any foundation or organisation which does not prohibit the distribution
of its income and property amongst its members, to an extent at least as great
as that which is imposed under or by virtue of Clause 6 of this Memorandum of
Association.
5.6
To purchase, sell, deal in, take on, lease, exchange, hire or otherwise acquire
any land, buildings or easements, or any property (real or personal) and any
right or interest which may be requisite for the purposes of, or capable of
being conveniently used in connection with, any of the Objects of the
Organisation; provided that in the case that the Organisation should take or
hold any property which may be subject to any trust, it shall only deal with
the same in such manner as it is allowed to by law having regard to such trust.
5.7
To enter into arrangements with any government or authority, (commonwealth,
state, local or otherwise) that may seem conducive to the Organisation's
Objects or any of them, and to obtain from any such government or authority any
rights, privileges and concessions which the Organisation may think it
desirable to obtain, and to carry out, exercise and comply with any such
arrangements, rights, privileges and concessions.
5.8
To establish and support, or aid in the establishment and support of,
foundations, institutions, funds, trusts and conveniences calculated to benefit
its employees or past employees, or the dependents or connections of any such
persons, and to grant pensions and allowances and to make payments towards
insurance and to subscribe or guarantee money for benevolent or charitable
objects or for any public, general or useful object.
5.9
To construct, improve, maintain, develop, work, manage, carry out, alter or
control any houses, buildings, grounds, works or conveniences which may seem
calculated, directly or indirectly, to advance the Organisation's interest, and
to contribute to, subsidise or otherwise assist or take part in the
construction, improvement, maintenance, development, working, management,
carrying out, alteration or control thereof.
5.10
To invest and deal with money not immediately required, in such manner as may
be permitted by law for the investment of trust funds.
5.11
To borrow or raise or secure the payment of money in such manner as the
Organisation may think fit and to secure the same, or the repayment or
performance of any debt, liability, contract, guarantee or other engagement
incurred or to be entered into by the Organisation in any way, and in
particular by the issue of debentures, perpetual or otherwise, charged upon all
or any of the Organisation's property both present and future, and to purchase,
redeem or pay off any such securities.
5.12
To make, draw, accept, endorse, discount, execute and issue promissory notes,
bills of exchange and other negotiable or transferable instruments.
5.13
To sell, improve, manage, develop, exchange, lease, dispose of, turn to account
or otherwise deal with all or any part of the property and rights of Blind
Citizens Australia.
5.14
To take or hold mortgages, liens and charges to secure payment of the purchase
price, or any unpaid balance of the purchase price, of any part of the
Organisation's property of whatsoever kind sold by the Organisation, or any
money due from purchasers and others.
5.15
To take any gift of property, whether subject to any special trust or not, for
any one or more of the Objects of the Organisation but subject always to the
proviso in sub-clause 5.7 of this Clause.
5.16
To take such steps, by personal or written appeals, public meetings or
otherwise, as may from time to time be deemed expedient, for the purpose of
procuring contributions to the funds of the Organisation, in the shape of
donations, annual subscriptions or otherwise.
5.17
To print and publish any newspapers, periodicals, books or leaflets that may be
desirable for the promotion of its Objects.
5.18
To purchase or otherwise acquire and undertake all or any of the property,
assets, liabilities and engagements of any one or more of the companies,
institutions, societies or foundations with which the Organisation is
authorised to amalgamate.
5.19
To transfer all or any part of the property, assets, liabilities or engagements
of the Organisation to any one or more of the companies, institutions,
societies or foundations with which it is authorised to amalgamate.
5.20
To make donations for patriotic or charitable purposes; provided that the
Organisation shall not support with its funds any activity, or endeavour to
impose on its members or others any procedure to be observed or any regulations
or restrictions, which, if an Object of Blind Citizens Australia, would make it
an organisation within the meaning of the Workplace Relations Act of the
Commonwealth of Australia.
6.
Distribution of Income
6.1
As Blind Citizens Australia is strictly a non-profit making organisation its
income and property howsoever derived shall be applied solely towards the
promotion of its Objects as set out in this Memorandum of Association, and no
portion thereof shall be paid or transferred directly or indirectly by way of
dividend, bonus or otherwise to any member.
6.2
Nothing contained in Sub-Clause 6.1 of this Clause shall prevent the payment in
good faith to a member, officer or servant of the Organisation of:
6.2.1
remuneration for any services actually rendered to the Organisation;
6.2.2
the price of any goods supplied to the Organisation in the ordinary or usual
course of business;
6.2.3
reasonable out-of-pocket expenses incurred when acting on behalf of the
Organisation;
6.2.4 interest at
a rate not exceeding the current bank rate on monies borrowed by the
Organisation; or
6.2.5
reasonable or proper rent for premises demised or let to the Organisation.
6.3
The Organisation is prohibited from paying fees to its Directors, pursuant to Section
150 of the Corporations Law, and all other payments made by the Organisation to
any of its Directors must be approved by the Board.
7.
Limitation of Liability
The liability of members is limited.
8.
Contribution of Members
Every member of Blind Citizens Australia
undertakes to contribute to the property of the Organisation in the event of it
being wound up while he or she is a member, or within one year after he or she
ceases to be a member, for payment of the debts and liabilities of the
Organisation contracted before he or she ceased to be a member and the costs,
charges and expenses of winding up, and for the adjustment of the rights of the
contributories amongst themselves such amount as may be required not exceeding
Two Dollars.
9.
Procedure for Distribution of Property
If on the winding up or dissolution of Blind
Citizens Australia there remains after the satisfaction of all its debts and
liabilities any property whatsoever, the same shall not be paid to or
distributed amongst the members, but shall be given or transferred to such
other institution or institutions having Objects similar to the Objects of
Blind Citizens Australia, being an institution or institutions falling within
the provisions of Section 30-45 (1) Item 4.1.1 of the Income Tax Assessment Act
1997of the Commonwealth of Australia, and being an institution or
institutions whose Memorandum of Association or Constitution shall prohibit the
distribution of its or their income or property amongst its or their members to
an extent at least as great as is imposed on Blind Citizens Australia under or
by virtue of Clause Six of this Memorandum of Association. Such
institution or institutions shall be determined by the members at or before the
time of dissolution, and in default thereof by application to the Supreme Court
of the State of Victoria for determination.
10.
Financial Responsibilities
10.1
True accounts shall be kept of the sums of money received and expended by Blind
Citizens Australia and the matter in respect of which such receipt and
expenditure takes place, and of the property, credits and liabilities of the
Organisation.
10.2
Subject to any reasonable restrictions as to the time and manner of inspection,
which may be imposed pursuant to the Articles of Association for the time being
in force, the accounts of Blind Citizens Australia shall be open to the
inspection of the members.
10.3
Once at least in every year the accounts of Blind Citizens Australia shall be
examined by one or more properly qualified auditors, who shall report to the
members pursuant to the Corporations Law.
COMPANY
LIMITED BY GUARANTEE
BLIND
CITIZENS AUSTRALIA
ACN
006-985-226
First
Registered May 26 1988
Last
Amended October 2002
Go to Memorandum of Association
1.
Interpretation
In these Articles of Association:
"Accessible Format" includes audio,
Braille, electronic and large print formats.
"Blind Person" means a person whose
vision impairment would make him/her eligible to receive the Disability Support
Pension for permanent blindness, according to the criteria used by the
Commonwealth Government.
"Board" means the Board of Directors of
Blind Citizens Australia.
"Company Secretary" means the person
or persons appointed by the Board to perform the duties of the Company
Secretary.
"Council" means the National Policy
and Development Council of Blind Citizens Australia.
"Organisation" means Blind Citizens
Australia
ACN 006 985 226, ABN
90 006 985 226
"State" means a State or Territory of
the Commonwealth of Australia.
"Vision or Print Disability" refers to
a disability which does not equate to blindness but which results in a reduced
capacity to receive visual information or efficiently read print.
2.
Membership Categories
Blind Citizens Australia shall have five
categories of members, as follows:
2.1
Full Members:
Blind
persons over the age of eighteen years, ordinarily resident in Australia.
2.2
Associate Members:
Persons who
identify with the aims of the organisation, but who are ineligible to be Full
Members.
2.3
Junior Members:
Blind
persons under the age of eighteen years, ordinarily resident in Australia.
2.4
Class A Organisational Members:
Incorporated
organisations within Australia where the membership and governing body comprise
a majority of blind persons or the parents of blind children under the age of
18 years, or which have a substantial involvement in representing the interests
of persons with vision or print disabilities from the consumer perspective.
2.5
Class B Organisational Members:
Incorporated
organisations which identify with the aims of Blind Citizens Australia but
which are ineligible as Class A Organisational Members.
3.
Membership Fees
3.1
The membership fee for Full, Associate and Junior Members shall be a once-only
payment recommended by the Board and ratified at the AGM.
3.2
The membership fee for Organisational Members shall be an annual fee determined
by the Board and ratified at the Annual General Meeting. Such fee shall
be payable as the membership fee for the financial year beginning on the first
day of July following the meeting at which the fee was ratified.
4.
Termination of Membership
4.1
Termination of membership shall result from:
4.1.1
Receipt by the Company Secretary of a letter of resignation signed by, or on
behalf of, the member;
4.1.2
Failure by an Organisational Member to pay the annual membership fee by the
first day of October each year;
4.1.3
Death of an individual member or winding up of an organisational member;
4.1.4
Expulsion or suspension as provided for and detailed in Article 5 of these
Articles of Association.
4.2
A member whose membership of Blind Citizens Australia is terminated shall be
liable for all monies due by him/her, in addition to any sum for which he/she is
liable under Clause 8 of the Memorandum of Association. A member whose
membership is terminated shall not have any claim, monetary or otherwise, on
the Organisation, its funds or property, except as a creditor thereof.
5.
Discipline
5.1
Members:
The Board
may by a two-thirds majority vote expel, or by a majority vote suspend or
otherwise discipline, any member of Blind Citizens Australia or member of a
sub-Committee of the Board for conduct inconsistent with the Memorandum and
Articles of Association or policies of the Organisation. The member must
receive seven days written notice of any proposal to do so. Such member
shall have the right of appeal to a General Meeting, which may decide the
matter by a simple majority vote.
5.2
Board Members:
A General
Meeting may by a two-thirds majority vote suspend or terminate the office of,
or by a majority vote otherwise discipline, any member of the Board. The person
must receive seven days written notice of any proposal to do so.
6.
Branches
6.1
Preamble:
6.1.1
Blind Citizens Australia is a nation-wide organisation which all blind persons
ordinarily resident in Australia may join as a matter of right to promote the
common purpose of their total welfare through joint action and mutual
support. The Organisation's national unity is its strength, and its
active branches are its life.
6.1.2
All branches must adhere to the Memorandum and Articles of Association and to
any relevant by-laws, policies and practices of the Organisation.
Branches may exercise autonomy on local or special interest matters, so long as
any such decision or action is not inconsistent with the Memorandum and
Articles of Association of Blind Citizens Australia, or its by-laws, policies
and practices.
6.2
Accreditation:
6.2.1
The Board may establish Regional or Special Interest Branches of Blind Citizens
Australia anywhere in Australia where there are at least ten Full Members in
favour of doing so and who wish to join the Branch.
6.2.2
No Branch may become an Organisational Member of Blind Citizens Australia.
6.2.3
The Board, by a two-thirds majority vote, may close down any Branch of the
Organisation.
6.3
Membership:
6.3.1
The members of the Branch shall be the Full, Associate and Junior Members of
Blind Citizens Australia, who choose to join the Branch, and who meet any
membership rules that are embodied in the Board By-laws on Branch
Administration and the Branch's by-laws.
6.3.2
Persons cannot be members of a Branch if they are not in their own right a
member of Blind Citizens Australia. There shall be no provision for
organisational membership of branches.
6.3.3
A person may be a member of several branches concurrently except that he/she
cannot concurrently be a voting member of more than one Regional Branch.
6.4
Board By-laws for Branches:
The Board
shall make and keep under review by-laws for the administration of
branches. Such by-laws may prescribe:
6.4.1
The procedure to be followed for the formation of a branch of Blind Citizens
Australia;
6.4.2
The procedures to be followed in the administration of branches; and
6.4.3
The procedure by which the Board may discipline a branch.
6.5
Individual Branch By-laws
Branches may
adopt their own operational by-laws provided that such by-laws do not conflict
with any model by-laws made by the Board for branches.
7.
National Convention
7.1
Principles
The National
Convention is an open forum for the members of Blind Citizens Australia to come
together to receive presentations, to exchange information and opinion, and to
make recommendations on policy and development for approval and implementation
by the Board. The National Convention has an important informative and
advisory role within Blind Citizens Australia, rather than having an
authoritative and legislative role.
7.2
Frequency
The Board
shall convene the National Convention at least every two years, at times and
places that it shall determine to coincide if possible with the Annual General
Meeting for that year.
7.3
By-laws for the National Convention
The Board
shall make and keep under review by-laws for the National Convention.
Such by-laws may prescribe:
7.3.1
Protocols for the form, timing and content of the official notice of the
National Convention;
7.3.2
The registration fee and procedures for the registration of persons attending
the National Convention;
7.3.3
Procedures for the accreditation of delegates from Organisational Members and
Branches at the National Convention;
7.3.4
Procedures for the receipt of agenda items and for the organisation of the
agenda for the National Convention;
7.3.5
Protocols for the drafting, consideration and approval of policy statements,
and for their referral by the National Convention to the Board;
7.3.6
Procedures for the receipt of resolutions from members and their consideration
by the National Convention;
7.3.7
Guidelines for the format and purpose of presentations and reports to the
National Convention;
7.3.8
Rights for speaking and other forms of participation by members and other
persons and organisations at the National Convention;
7.3.9
Provisions for the quorum, chairing and adjournment of the National Convention;
and
7.3.10
Guidelines for the format and conduct of the National Convention.
7.4
Voting Rights
7.4.1
Full Members shall have the right to vote at the National Convention, and they
shall have one vote each.
7.4.2
Associate and Junior Members shall not have the right to vote at the National
Convention.
7.4.3
Class A Organisational Members and Branches shall have the right to vote at the
National Convention, and they shall have one vote each.
7.4.4
Class B Organisational Members shall not have the right to vote at the National
Convention.
8. State
Conventions
8.1
Principles
State
Conventions are open forums for the members of Blind Citizens Australia in each
State to come together to receive presentations, to exchange information and
opinion, and to make recommendations on policy and development at the State
level for referral to the Board. State Conventions have an important
informative and advisory role within Blind Citizens Australia, having regard to
the State auspices for many Government programs and most services of blindness
agencies.
8.2
Frequency
The Board,
in consultation with Regional Branches in each State, shall convene State
Conventions every two years in those States where there are more than one
hundred Full Members of Blind Citizens Australia. State Conventions shall
be held in the alternate calendar and financial year to the one in which the
National Convention is held. The Board shall take responsibility for the
scheduling of State Conventions so that their timing does not detract from each
other.
8.3
By-laws for State Convention
The Board
shall make and keep under review by-laws for State Conventions. Such
by-laws may prescribe:
8.3.1
Protocols for the form, timing and content of the official notice of a State
Convention;
8.3.2
The registration fee and procedures for the registration of persons attending a
State Convention;
8.3.3
Procedures for the receipt of agenda items and for the organisation of the
agenda for a State Convention;
8.3.4
Protocols for the drafting, consideration and approval of policy statements,
and for their referral by the State Convention to appropriate bodies within
Blind Citizens Australia at state or national level;
8.3.5
Procedures for the receipt of resolutions from members and their consideration
by a State Convention;
8.3.6
Guidelines for the format and purpose of presentations and reports to a State
Convention;
8.3.7
Rights for speaking and other forms of participation by members and other
persons at a State Convention;
8.3.8
Provisions for the quorum, chairing and adjournment of a State
Convention; and
8.3.9
Guidelines for the format and conduct of a State Convention.
8.4
Individual State Convention By-laws
The members
in each State may adopt their own by-laws for State Conventions provided that
such by-laws do not conflict with any model by-laws made by the Board for State
Conventions. Such by-laws may not omit provisions in the model by-laws
and are intended to give effect to individual differences between the
States. Before they can be applied they must be approved by the Board,
and any subsequent amendments to them must be ratified by the Board.
8.5
Voting Rights
8.5.1
Full Members who are residents of the State holding the Convention, or who are
members of a Regional Branch operating in that State, shall have the right to
vote at a State Convention, and they shall have one vote each.
8.5.2
Associate and Junior Members shall not have the right to vote at a State
Convention.
8.5.3
Organisational Members and Branches shall not have the right to vote at a State
Convention.
8.6
Board Discretion
Where there
are fewer than one hundred Full Members of Blind Citizens Australia in any
particular State, the Board may:
8.6.1
endorse the participation, with voting rights, of such members in the
Convention of another State; or
8.6.2
Convene a Convention in that State.
9.
National Policy and Development Council
9.1
Purpose and Function
The Board
shall establish and maintain as a sub-committee of the Board the National
Policy and Development Council. The Council has responsibility for
guiding the development of the Organisation and for the advocacy policies of
Blind Citizens Australia as the national association of blind people.
Notwithstanding that these Articles of Association vest certain powers and
functions in the Council, the Board shall retain its final authority on all
such matters.
9.2
Meetings
The Council
shall meet at least twice per year. Meetings shall be for the purpose of
formulating, reviewing, adopting and promoting policies of Blind Citizens
Australia; and for developing, reviewing and implementing strategies for the
Organisation's development and for effective communication with the members.
9.3
Composition
The Council
shall consist of:
9.3.1
The President, who shall be the Chair of the Council;
9.3.2
The elected and co-opted members of the Board;
9.3.3
One representative from each State, provided that there are more than fifty
Full Members of Blind Citizens Australia in the State, who shall be chosen by a
ballot of the Full Members of the State; and
9.3.4
One representative of Class A Organisational Members, chosen by a ballot of
Class A Organisational Members.
9.4
By-laws
The Board
shall make and keep under review by-laws for the operation of the Council.
10.
Annual General Meeting of Members
10.1
Arrangement
The Board
shall arrange for the Annual General Meeting to be held each year at a time and
place which is conducive to the attendance by members. Every second year
the Board shall endeavour to arrange for the Annual General Meeting to coincide
with the National Convention, and every alternate year it shall endeavour to
have it coincide with one of the State Conventions.
10.2
Agenda
The agenda
for the Annual General Meeting shall include:
10.2.1
To confirm by a roll call the names of Full Members present at the meeting;
10.2.2
To receive and approve the minutes of the previous Annual General Meeting;
10.2.3
To receive the Annual Report of the Board;
10.2.4
To receive the audited financial statements and the auditor's report on the
Organisation's financial affairs;
10.2.5
To receive the report of the Company Secretary on the election of Directors to
the Board pursuant to Article 17.5;
10.2.6
To appoint the Auditor or Auditors for the Organisation's accounts as required;
10.2.7
To consider any Special Business of which due notice has been given to the
members pursuant to the Corporations Law; and
10.2.8
To consider amendments to the Memorandum and Articles of Association, which
have been received by 1st July.
10.2.9
To carry out all other requirements of an Annual General Meeting pursuant to
the Corporations Law or these Articles of Association.
11.
Other General Meetings of Members
Any other General Meeting may be convened by the
Board, or by the requisition of twenty Full Members of the Organisation,
pursuant to the Corporations Law.
12.
General Meetings
12.1 Quorum
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. Twenty Full
Members present in person shall be a quorum. If after an hour a quorum is
not present then the members present shall constitute a quorum as long as there
are ten full members present.
12.2
Minutes
The Company
Secretary shall cause minutes to be taken of all proceedings at General
Meetings.
12.3 Chairing