Board of Directors By-Laws
By-Laws for National Policy
and Development Council
Adopted June 2001
1. Preamble
These by-laws are made pursuant to Article 9D of the Articles of Association of Blind Citizens Australia Ltd. They are made for the purpose of providing for the operation of the National Policy and Development Council of Blind Citizens Australia, which is established by Article 9A of the above-mentioned Articles. In accordance with Article 9, they provide for the functioning of the Council as a Sub-Committee of the Board of Blind Citizens Australia and for its operational procedures.
2. DEFINITIONS
In these by-laws, these words have these meanings:
"Articles" means the Articles of Association of Blind Citizens Australia as amended.
"Accessible Format" includes audio, braille, electronic and large print formats.
"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.
"Council Member" - a member of the Policy and Development Council of Blind Citizens Australia.
"Executive Officer" - the Executive Officer of Blind Citizens Australia.
"Members" - the members of Blind Citizens Australia, of whatever category, unless otherwise stated.
"Organisation" - Blind Citizens Australia
ACN 006985-226, ABN 90 006 985 226
"Organisational Representative" - a person elected or
appointed to the Council to represent Class A Organisational Members.
"State" means a State or Territory of the Commonwealth of Australia.
"State Representative" - a person elected or appointed as a State Representative to the Council.
3. Purpose and Function of Council
(a) In accordance with Article 9A of the Articles, the Council is established as and shall function as a Sub-Committee of the Board.
(b) The Council has responsibility for guiding the development of the Organisation and for the advocacy and policy of Blind Citizens Australia as the National organisation of blind people.
4. Composition of Council
(i) The President, who shall be the Chair of the Council;
(ii) The elected and co-opted Members of the Board;
(iii) One Representative from each State, who shall be chosen by the full members of the State. A state is not eligible to have a representative member of the Council pursuant to this paragraph unless there are more than 50 full members of Blind Citizens Australia in that State;
(iv) One Representative of Class A Organisational Members chosen by Class A Organisational Members;
(v) Up to two co-opted members appointed by the Board at its discretion; and
(c) All Council Members shall be Full Members of Blind Citizens Australia.
5. Election/Appointment of State Representatives to Council
(a) The initial State Representatives shall be those persons appointed to the Council by the Board.
(b) Subsequent State Representatives shall be elected by a postal ballot of Full Members of the State, such ballot to be conducted in accordance with these by-laws.
Territory to the Council, at the time when postal ballots for State Representatives are next held. The Board may also appoint a Member from that State or Territory as the State Representative to the Council to hold office until the conduct of an election.
6. Election/Appointment of Class A Organisational Members Representative to Council
(a) The initial Organisational Representative shall be a person elected to the Council by a vote of Class A Organisational Members.
(b) Subsequently, the Organisational Representative shall be elected by a ballot of Class A Organisational Members - such ballot to be conducted in accordance with these by-laws.
(c) If for any reason, it is not possible to conduct a ballot of
Class A Organisational Members to elect an Organisational Representative, the Board may fill the position as if it was a casual vacancy.
7. Election of Council Members
(a) Procedure:
(i) Elections for the elected State Representatives shall be conducted by the Branch of Blind Citizens Australia located in the capital city of that State.
(ii) Elections for the Representative of Class A
Organisational Members shall be conducted by the Company Secretary.
(iii) The procedure for the election of elected Council Members shall be that prescribed in Article 17 of the Articles for the election of Members of the Board of Blind Citizens Australia, in so far as that Article is capable of applying to such election and in so far as it is not otherwise modified by these by-laws.
(iv) The ballot for the election of elected Council Members shall be arranged and presided over by a Returning Officer. The Returning Officer shall be a person appointed by the President of the Branch conducting the election.
(v) The ballot for the election of the representative of Class A Organisational Members shall be arranged by the National Office. The Returning Officer shall be the Company Secretary or his/her nominee.
(vii)The conduct of elections shall be timed so as to enable the result to be declared at the next Annual General Meeting of Blind Citizens Australia immediately following the election.
(vii) The procedures for nominations and for voting, as well as the key dates, shall be detailed in the notice of the election, to be sent by the Returning Officer to all Full Members in the relevant State, or all Class A Organisational Members, as the case requires.
(viii) The Returning Officer shall be entitled to be reimbursed by the State Branch for all expenses reasonably incurred by him or her in conducting the ballot. Expenses of conducting the ballot of Class A Organisational Members shall be borne by Blind Citizens Australia.
(b) Eligibility to Vote:
(i) To be eligible to vote in the election of a State
Representative a person must be a Full Member of Blind Citizens Australia at the date when the notice of the election is issued and must be ordinarily resident in the relevant State;
(ii) To be eligible to vote in the election of the
Organisational Representative, an Organisation must be a Class A Organisational Member of Blind Citizens Australia and must be a financial member at the time of purporting to exercise its vote.
(c) Nominations Procedure:
(i) Members shall receive twenty-one days notice of the closing date for nominations, by which time completed nominations must be received by the Returning Officer.
(ii) Nominations for State Representatives must be in writing (print) on the prescribed form, signed by two Full Members and counter-signed by the nominee. Nominations should be accompanied by a written statement in support of the nomination, (print or Braille), by or on behalf of the nominee, which should also be submitted to the Returning Officer in electronic form. Nominees statements should be less than 500 words long.
(iii) Nominations for the Organisational Representative must be in writing (print) on the prescribed form, signed by two persons, being office bearers in the nominating organisations, and counter-signed by the nominee. Nominations should be accompanied by a written statement in support of
the nomination, (print or braille), by or on behalf of the nominee, which should also be submitted to the Returning Officer in electronic form. Nominees statements should be less than 500 words long.
(d) Voting Procedure:
(i) The form of the Ballot Paper shall be determined by the Returning Officer. Provision shall be made to allow voters to record their vote either in print or in Braille.
(ii) The Returning Officer shall, within 14 days of the close of nominations, send to all Full Members the voting papers plus nominees' statements. Failure by the Returning Officer to send out the nominees' statements, for whatever reason, shall not invalidate the election. Nominees statements should be sent out in members' preferred formats if practicable, and may be bound in a single volume or contained on the one audio cassette or computer disk. Alphabetical ordering of candidates' family names shall be used.
(iii) Postal votes shall be returned to the address specified by the Returning Officer at least seven days before the start of the Annual General Meeting. Postal votes received after this date shall not be counted.
(iv) Completed voting papers shall be enclosed in a sealed envelope which is marked with words to the effect "Postal Vote for Election of State Representative for (name of State)", or "Postal Vote for election of Organisational Representative" (as the case requires). This envelope shall then be enclosed in an outer envelope that is clearly marked with the full name of the Member casting the vote.
(e) Declaration of the Poll
The Returning Officer shall retain custody of all postal votes and upon the closure of the poll shall count the votes and declare the results of the poll at the Annual General Meeting.
(f) The Board may authorise the National Office of Blind Citizens Australia to provide a State Branch with administrative and financial support where it considers that such support is necessary or desirable to ensure the smooth conduct of an election for a State Representative.
8. Terms of Office of Council Members
(a) Members of the Board shall hold Office as Members of the Council for such period as they continue to hold office as Board members in accordance with Article 18 of the Articles.
(b) The initial State Representatives and the initial
Organisational Representative shall hold office for a period commencing at the conclusion of the Board meeting at which they are appointed and concluding at the close of the Annual General Meeting of Blind Citizens Australia to be held in 2001. The initial State Representatives and the initial Organisational Representative shall be eligible for re-appointment.
(c) Subsequent State Representatives and the Organisational Representative shall hold office for a period of two years. The term of office shall commence at the close of the Annual General Meeting at which he/she is declared elected or appointed and shall conclude at the close of the second annual General
Meeting following his/her election/appointment. A State Representative and the Organisational Representative shall be eligible for re-appointment.
(d) The term of office of a co-opted Council Member shall
commence at the close of the Board Meeting at which he/she is appointed and shall conclude at the close of the second annual General Meeting following his/her appointment. A co-opted Council Member shall not be eligible for re-appointment as a Council Member but is eligible to be elected to the Council as a State Representative or an Organisational Representative.
(e) Elections for State Representatives from at least half of the States entitled to elect a Representative shall be held in conjunction with each Annual General Meeting of Blind Citizens Australia. The State Representative to be elected in the first year following the appointment of the initial Council shall be decided by lot.
9. Disqualification from Membership of the Council
(a) The office of a Council Member, who is a Board Member, shall become vacant if his/her office as a Board member becomes vacant by reason of the occurrence of an event specified in Article 19 of the Articles.
(b) The office of a State Representative or the Organisational Representative shall become vacant if the Council member:
(i) resigns his/her office by notice in writing to the
Organisation;
(ii) is absent, without permission of the Council, from two consecutive meetings of the Council;
(iii) ceases to be a Full Member of the Organisation;
(vi) In the case of a State representative, if the number of Full members in the State which he or she represents falls below 50 full members.
10. Council Meetings
(a) The Board shall convene at least two meetings of the Council in any one year and shall determine the times and places for such meetings. Meetings may be held in person or by any appropriate means of telecommunications or electronic media.
(b) At least twenty one days notice of a face-to-face meeting of the Council shall be given to Council Members. Shorter
periods of notice may be given for meetings of the Council by telecommunications or electronic media.
(c) A quorum for Council meetings shall be a majority of Council Members comprising both a majority of the Board Members and a majority of the State/Organisational Representatives.
(d) All Council Members may vote at Council meetings.
(e) Subject to these by-laws, the decisions of the Board and to
the Articles, the Council may meet for the dispatch of
business, adjourn and otherwise regulate its meetings as it
thinks fit.
"Council Meetings".
Articles shall apply to meetings of the Council, in so far as they are capable of doing so and in so far as provision is not otherwise made in these by-laws. For the purposes of this by-law, references in Articles 26, 27, 29 and 30 of the Articles to "General Meetings" shall be read as references to "Council Meetings".
11. Agenda for Council Meetings
(a) Agenda items:
Items for inclusion on the agenda may be submitted by:
(i) The Board; or
(ii) A Council Member or Council Members.
(b) Form of and formats for Agenda Items
(i) Agenda items shall not be required to be submitted in any particular form. However, the Executive Officer may require a person submitting an agenda item to the Council to provide particular supporting information necessary to enable the Council to make the relevant decision. If the supporting information is not provided, the Chairperson and the Executive Officer may refuse to admit the item to the agenda.
(c) Time limits for Agenda Items for Council
(i) Agenda items for the Council shall be submitted to the Executive Officer at least fourteen days prior to the date of the meeting of the Council at which they are to be considered.
(ii) The Executive Officer shall prepare an agenda for each Council meeting and shall send the Agenda and any supporting documents to Council Members at least three days prior to the meeting.
(iii) The Council may admit items onto its agenda, which have not been submitted in accordance with the above requirements, and consider and decide on such items, where it considers it necessary, convenient or appropriate to do so.
(d) The requirements of clauses 11(b) and 11(c) shall not apply to agenda items for meetings of the Council by
telecommunications and electronic media. For such meetings, the Board shall make arrangements for the receipt and dissemination to Council of agenda material.
12. Observers at Council Meetings
(a) Blind Citizens Australia staff and contractors
(i) The Executive Officer shall attend Council meetings to support and assist the Council in its deliberations;
(ii) The Board may request other staff or consultants of Blind Citizens Australia to attend Council meetings for the purpose of providing the Council with information and advice on matters within their responsibilities;
(iii)Blind Citizens Australia staff and consultants attending Council meetings shall have speaking rights but shall not have voting rights.
(b) Other Observers
(i) The Board may invite persons to attend particular sessions of Council meetings for the purpose of providing the Council with input and information on particular issues to be considered by the Council.
(ii) The terms on which a person is invited to attend a
Council meeting, including payment of expenses, shall be at the discretion of the Board.
(iii) Invited observers shall have speaking rights but shall
not vote at Council meetings.
13. Expenses
Council members shall be entitled to payment of their travel and accommodation costs of their attendance at Council meetings and to reimbursement of expenses incurred in the performance of their duties as Council Members. The entitlements of Council members to travel and accommodation costs and other expenses shall be
governed by Blind Citizens Australia's Administration Policy on Cost Coverage and Reimbursement of Expenses.
14. Amendment
The Board may, by a simple majority vote, amend these by-laws from time to time, as it considers necessary for the effective functioning of the Council and the best interest of Blind Citizens Australia.