Action for More Independence & Dignity in Accommodation Inc Constitution Table of Contents Statement of Purposes 2 Item 1. Name 2 2. Objectives 2 3. Definitions 3 Rules 4 1. Membership 4 2. Entrance fee and Annual subscription 4 3. Register of Members 5 4.-5. Resignation and expulsion of Members 5 6. The Annual General Meeting 6 7.-8. Special General Meetings 7 9. Notice of Meetings 8 10.-17. How General Meetings are to be held 8 18.-20. The Committee of Management 9 21. Election of Committee Members and Officers 11 22. How the Committee works 11 23. Secretary 12 24. Treasurer 12 25. Removal of a member of the Committee 13 26. Cheques 13 27. Seal 13 28. Alteration of Rules and statement of Purposes 13 29. Notices 13 30. Winding up or cancellation 13 31. Custody of Records 14 32. Funds 14 33. Income an Property 14 Appendix 1 Application for membership of AMIDA Appendix 2 Form to Appoint Proxy Statement of Purposes 1. Name. The name of the incorporated association is Action for More Independence & Dignity in Accommodation Inc (called “the Association” and AMIDA in this statement of Purposes and in the Rules.) 2. Objectives. The objectives are as follows:- (i) To be informed of current housing needs of people with intellectual disabilities and to lobby for safe, secure and affordable housing. (ii) To foster the personal development and self-help skills of members, and undertake regular reviews of members participation. (iii) To develop the management skills of people with intellectual disabilities on the Committee and to encourage representation by people with intellectual disabilities on the Committee to exceed 50% of Committee members. (iv) To maintain on-going liaison and consultation with people with intellectual disabilities. (v) To liaise with government agencies, and interested community organisations and persons to improve services for people with intellectual disabilities. (vi) To promote and develop policy and planning for people with intellectual disabilities. (vii) To foster local community support, acceptance and involvement of people with intellectual disabilities. (viii) To work with community organisations to ensure they are accessible to people with intellectual disabilities. (ix) To ensure that people with intellectual disabilities who participate in AMIDA gain and maintain control of their own lives. (x) To implement the preceding objectives in accordance with the policy that the organization shall be non-sectarian and non-political and that it takes no position in public affairs except in regard to matters concerning people with intellectual disabilities. 3. Definitions. In this Statement of Purposes and in the Rules of the Association:- “Committee” means the Committee of Management of the Association. “Financial Year” means the year ending on 30th June. “General Meeting” means a general meeting held as in Rule 10. “Member” means a Member of the Association. “The Act” means the Association Incorporation Act 1981. “The Regulations” means the Regulations under the Act. Words and expressions contained in this Statement of Purposes and in the Rules shall be interpreted in accordance with Acts Interpretation Act 1958 and the Act as in force. AMIDA RULES 1. Membership. 1.1 A natural person who supports the objectives of the Association and who is approved as a member (as set out in these rules), is eligible to be a member on payment of the entrance fee and annual subscription payable under these rules. 1.2 A person shall not become a member unless her/his membership is approved by the Committee. 1.3 An application by a person for membership of the Association:- (i) Will be made in writing in the form set out in Appendix 1. (ii) Shall be lodged with the Secretary of the Association. 1.4 The Secretary shall refer the application to the Committee as soon as possible. 1.5 The Committee shall decide whether to accept or reject the application. 1.6 If the application is approved, the Secretary will notify the person in writing as soon as possible, and request payment of the entrance fee and annual subscription within twenty-eight days. 1.7 The Secretary shall enter the person’s name in the register of members and then the person becomes a member of the Association. 1.8 A right or responsibility of a person due to his/her membership:- (a) cannot be transferred to another person. (b) stops when his/her membership stops. 2. Entrance fee and Annual Subscription. The entrance fee and annual subscription and the methods for its collection shall be fixed by the Committee. 3. Register of Members. 3.1 The Secretary shall keep and maintain a register of members in which shall be entered the full name, address and date of entry of the name of each member. 3.2 The register shall be available for inspection by members at the address of the Public Officer. 4.-5 Resignation and expulsion of Members. 4.1 A member may resign from the Association by giving one month’s notice in writing to the Secretary or at a general meeting of his/her intention to resign and then will not be a member when the said one month notice period has passed. 4.2 The Secretary will record the date that the person ceased to be a member in the register, after the said one month period has passed. 5.1 The Committee may make a resolution to:- (a) Expel a member from the Association. (b) Suspend a member from the Association for a specified period, if the Committee believes that the member:- (i) has refused or neglected to comply with the rules (ii) has behaved in a way which is detrimental to the Association 5.2 A resolution under clause 5.1 must be confirmed at a meeting held between 14 and 28 days after notice is given to the member of the resolution as set out in 5.3. 5.3 Where the Committee passes a resolution under 5.1 the Secretary shall give to the member verbal notice and notice in writing:- (a) Setting out the resolution of the Committee and the grounds on which it is based (b) Stating that the member may address the Committee at a meeting © Stating the date, time and place of that meeting (d) Inform the member that they may:- (i) Attend the meeting (ii) Give the Committee before that date a written statement requesting the Committee to revoke the resolution (iii) Not less than 24 hours before the meeting, give the Secretary a notice of the member’s intention to appeal against the expulsion to a General Meeting. 5.4 At any meeting under clause 5.2 the Committee:- (a) Shall give the member or members advocate the opportunity to be heard. (b) Shall consider any written statement made by the member. © Shall by resolution decide whether to confirm or revoke the resolution. 5.5 Where the Secretary received a notice of a member’s intention to appeal as in 5.3(d) (iii) he/she shall notify the Committee and the Committee shall hold a general meeting within 21 days after the notice is received. 5.6 At the general meeting:- (a) There shall be no other business other than the appeal. (b) The Committee shall give the details of, and the grounds for the resolution. © The member shall be given the opportunity to be heard. (d) The members shall vote by secret ballot as to whether the resolution shall be confirmed or revoked. 5.7 At the general meeting, the resolution is confirmed if two-thirds of the members vote in person or in proxy in favour of the resolution. 6. The Annual General Meeting. 6.1 The Association shall hold an annual general meeting of its members in each calendar year. 6.2 The Committee shall decide the date of the meeting. 6.3 The notice of the meeting shall specify it as the Annual General Meeting. 6.4 The ordinary business of the meeting shall be to:- (a) Confirm the minutes of the last annual general meeting. (b) To elect committee members. © To receive and consider the statement submitted by the Association according to Section 30(3) of the Act. 6.5 At the annual general meeting he audited accounts of the organization shall be put forward. The auditor will be appointed by the Committee and shall be a qualified Accountant who is not an employee or Committee member of the organization. 6.6 The annual general meeting may have special business of which notice has been given in the manner provided in these rules. The annual general meeting may have special business of which notice has been given in the manner provided in these rules. 6.7 The annual general meeting shall be in addition to any other general meetings held in the same year. 7.-8 Special General Meetings. 7.1 All general meetings other than annual general meetings will be called special general meetings. 8.1 The Committee may call a special general meeting whenever /or it thinks fit, and when there is more than fifteen months between annual general meetings. 8.2 The Committee shall call a special general meeting if requested in writing by not less than 5% of the members. 8.3 (a) The request for the special general meeting shall state the objects of the meeting and shall be signed by the necessary number of members. (b) The request shall be sent to the Secretary. 8.4 If the Committee does not hold a meeting within one month after the request was sent to the Secretary then not less than 5% of the members may call and hold the special meeting within 3 months of that date. 8.5 A special general meeting convened by members shall be held in the same way as meetings held by the Committee and all reasonable expenses incurred in holding the meeting shall be refunded by the Association. 9. Notice of Meeting. 9.1 The Secretary shall ensure that a notice of a general meeting of the Association will be sent to every member at least 14 days before the date of the meeting, stating the place, date and time of the meeting, and the business to be done. 9.2 No other business will be transacted at the meeting unless agreed by the meeting. 9.3 A member who wishes to bring any business to a meeting must do so by the methods that the Committee determines. 10.-17 How General Meetings are to be held. 10.1 All business which is done at special general meetings and annual general meetings apart from the ordinary business as set out in these rules shall be special business. 10.2 No business will be done unless there is a quorum of members present. 10.3 A quorum shall consist of not less than 10 of the members for all general meetings. 10.4 If within half an hour after the time for the start of the meeting, a quorum is not present, then the meeting shall be:- (a) Dissolved if convened by members; (b) Adjourned to the same time, day and place the week following the date the meeting is adjourned. © If at the adjourned meeting, the quorum is not present at the time of the start of the meeting, the members present (not being less than 10), shall be a quorum. 11.1 The Committee shall determine the member to be the Chairperson/s for each general and special meeting of the Association. 12.1 The Chairperson of a general meeting at which a quorum is present, may with the consent of the meeting, a quorum the meeting but no business other than the business left undone may be done at the time at which the meeting is re-convened. 13.1 A question at a general meeting will be determined by a show of hands, unless a poll is demanded. 13.2 A resolution will be seen to have been carried if declared by the Chairperson and entered into the minutes of the Association. 14.1 A member has one vote only on any question. 14.2 All votes will be given in person or by proxy. 14.3 In the case of equality of votes, the question will be seen as being unresolved. 15.1 If a poll is demanded by the majority of members then it shall be taken in a way that the Chairperson with the consent of the meeting directs. 15.2 A poll that is demanded on the election of the Chairperson or on a question of adjournment shall be taken immediately and a poll on any other issue, before the end of the meeting at a time determined by the meeting. 16.1 A member is not entitled to vote unless all money payable to the Association has been paid. 17.1 Each member shall be entitled to appoint another member as her/his proxy by notice given to the Chairperson before the time of the meeting. 17.2 The notice appointing the proxy will be in the form set out in Appendix 2. 18.-20 The Committee of Management. 18.1 The affairs of the Association will be managed by a Committee of Management as provided in Rule 20. 18.2 The Committee:- (a) shall control and manage the affairs of the Association, and (b) may, subject to these rules, the regulations and the Act, perform all such acts as appear to the Committee to be essential for the proper management of the Association. 19.1 The officers of the Association shall be:- (a) A Chairperson, (b) A Treasurer, and © a Secretary. 19.2 The provisions of Rule 22 apply with appropriate modifications to the elections of persons as officers. 19.3 Each officer shall hold office until the next annual general meeting after hi/her election but is eligible for re-election. 19.4 In the event of a casual vacancy the Committee may appoint one of its members to the vacant office up to and including the next annual general meeting. 20.1 The Committee may consist of no more than sixteen members according to the following rules:- (a) no less than 8 positions on the Committee will be held by people with intellectual disabilities. (b) Parents of people with intellectual disabilities will occupy no more than four positions on the Committee. © Representatives of the state and federal government department that has primary responsibility for services for people with intellectual disabilities will not hold any positions. (d) Persons employed by the Association and/or whose employment is managed by the Association will not hold any positions on the Committee of Management. 20.2 Each ordinary member of the Committee shall hold office until the second annual general meeting after her/his election but shall be eligible for re-election. 20.3 In the event of a casual vacancy in the office of an ordinary member of the committee, the committee shall appoint a member of the Association to fill the vacancy until the next Annual General Meeting. 20.4 The Committee may at any time appoint a sub-Committee consisting of members of their own body and decide the tasks of that sub-Committee. The Committee shall have the power to co-opt persons to joint the sub-Committee in an advisory capacity but no such co-opted person shall be entitled to vote. The quorum for such meetings shall be one-third of its members. 21. Election of Committee Members and Officers. 21.1 Nomination of candidates for election is:- (a) Members of the Committee of the Association shall be called for prior to the holding of the elections at the annual general meeting. (b) Officers of the Association shall be called for at the first Committee meeting after the annual general meeting. 21.2 If the number of nominations received is equal to the number of vacancies, then the persons nominated shall be deemed to be elected if approved by the meeting. 21.3 If the number of nominations received is greater than the number of vacancies then an election shall be held. 21.4 The election shall be held in the way the meeting directs. 21.5 A candidate may only fill one position or office. 21.6 The quorum at any meeting to elect the Committee will be one quarter of those in attendance at the meeting who are eligible to vote. 21.7 The position of an officer or member of the Committee will become vacant:- (a) If the officer or member ceases to be a member. (b) If the officer or member dos not attend three consecutive meetings without a reasonable excuse for their absence. 22. How the Committee works. 22.1 The Committee shall meet at least six times in each year at such places and times as the Committee shall decide. 22.2 Special meetings may be convened by any four of the members of the Committee. 22.3 Notice shall be given of any special meeting specifying the general nature of the business to be done and no other business will be done unless agreed by the Committee. 22.4 Four members of the Committee shall constitute a quorum for a meeting of the Committee. 22.5 No business will be done unless there is a quorum present, and if within half an hour of the time appointed for the meeting a quorum is not present then the meeting will be adjourned to the same time, day and place in the following week, unless the meeting was a special meeting, in which case it lapses. 22.6 The meeting of the Committee will be chaired by the Chairperson of the Association, or any other member of the Committee whom the Committee may appoint for that meeting. 22.7 (a) Questions arising at any meeting of the Committee or any sub-committee which the Committee sets up, will be determined by a show of hands unless a poll is requested by a member. (b) A poll will be conducted as the Committee directs. 22.8 (a) Each member of the Committee is entitled to one vote at a meeting of the Committee or any sub-committee which the Committee has set up. (b) In the case of equality of votes on a question, the issue will be seen as not resolved. 22.9 Written notice of each Committee meeting shall be posted or delivered to each member of the committee at least two days before the meeting of the committee. 22.10 Subject to sub-clause 22.4 the Committee may act even if there is a vacancy on the committee. 23. Secretary The Secretary of the Association will keep minutes of the persons present, and the resolutions and proceedings of each general meeting and Committee meeting in books or files provided for that purpose. 24. Treasurer 24.1 The Treasurer:- (a) Shall collect and receive all monies due to the Association; and (b) Shall keep correct accounts and books showing the financial affairs of the Association with full details of all receipts and expenditure of the Association. 24.2 The accounts and books referred to in 24.1 shall be available for inspection by members. 25. Removal of a member of the Committee. 25.1 The Association in a general meeting may by resolution remove any member of the Committee before the end of her/his office and appoint another member for that period. 25.2 The procedures for expulsion of a member set out in Clause 5 of these rules shall be adapted for the removal of an officer of the Committee. 26. Cheques All cheques, drafts, bill of exchange, promissory notes and other negotiable instruments will be signed by at least two members of the Committee. 27. Seal 27.1 The common seal of the Association will be kept in the custody of the Secretary. 27.2 The common seal will only be used with the agreement of the Committee and shall also have the signatures of two Committee members. 28. Alteration of Rules and statement of Purposes. The rules and statement of purposes of the Association shall not be altered except in accordance with the Act. 29. Notices A notice may be served by or on behalf of the Association either personally or by sending it by post to the address shown in the register. 30. Winding up or cancellation 30.1 In the event of winding up or the cancellation of the incorporation of the Association, the assets of the Association will be disposed of in accordance with the Act. 30.2 Any and all assets remaining after settlement of all just debts and liabilities incurred by the Association shall be disposed of by transfer to some other institution or organization which qualifies under sub-paragraph (1) or (ii) of Section 78(I)(a) of the Income Tax Assessment Act 1936 (as amended) and which has in its constitution a clause or paragraph prohibiting the gift or transfer of its assets to any of its members provided that where the government of Victoria has paid a grant towards the cot of erecting, purchasing any furniture it shall be the prerogative of the appropriate Minister to determine the disposal of such buildings, land furniture and equipment having regard to the capital cost which may have been defrayed by the Association. 30.3 No such dispersal shall be made without the written approval of the Commissioner of Taxation. 31. Custody of Records Except as otherwise provided in these rules, the Secretary shall keep in her/his custody all goods, documents and securities of the Association. 32. Funds The funds of the Association shall come from entrance fees, annual subscriptions, donations and other sources as the Committee shall decide. 33. Income and Property 33.1 The income and property of the Association shall be applied solely towards the promotion of the Purposes of the Association and no portion thereof shall be paid by dividends, bonus, or otherwise, to any member of the Association. This does not prevent payment in good faith to a worker or member of the Association for: 33.1.1 Remuneration in return for services actually rendered to the Association by the worker or member, or for goods supplied to the Association by the Worker in the ordinary course of business. 33.1.2 A reasonable and proper sum by way of rent for premises let to the Association by the worker or member. Appendix 1 Application for membership of AMIDA I, (name)……………………………………………………………. of (address) ………………………………………………………… would like to become a member of AMIDA. If I am admitted, I agree to be bound by the Statement of Purposes and Rules of AMIDA. ……………………………….. Signature of Applicant ……………………………….. DATE Appendix 2 Form to Appoint Proxy I, (name) ………………………………………………………….. Of (address) ……………………………………………………… Appoint (name) ………………………………………………….. Who is a member of AMIDA to be my proxy at the meeting on (date) ……………………and at any adjournment of the meeting. ……………………………….. Signature ………………………………. DATE AMIDA Constitution Changes and Revision Date of Change: Feb 1994 AGM Statement of Purposes 1. NAME Change of Name 2. OBJECTIVES change of Objective (I) change of Objective (ii) change of Objective (iii) change of Objective (iv) change of Objective (v) change of Objective (vi) change of Objective (vii) change of Objective (viii) change of Objective (ix) change of Objective (x) change of Objective (xi) change of Objective (xii) change of Objective (xiii) change of Objective (xiv) deletion of Objective (xv) change of Objective (xvi) 3. DEFINITIONS delete definition of “Service User” delete definition of “Consumer” delete definition of “Resident” replace references to “Consumer”, “Mildly intellectually disadvantaged adults” and “Service User” by “Person/s with an intellectual disability” etc. 33. INCOME AND PROPERTY (change 11/4/2000) Add 3 points which state that AMIDA is a not for profit organisation. AMIDA Constitution Changes and Revision Date of Change: Nov 2008 AGM Cover Title altered from AMIDA to Action for More Independence & Dignity in Accommodation Inc Statement of Purposes 1. Name. “Inc” included in the name of the incorporation association – Action for More Independence & Dignity in Accommodation Inc.