CONSTITUTION
OF THE AFRICAN THINK TANK (ATT) INC
PART 1
The African Think Tank was established in 2006 in
Melbourne, Australia, as a non government, non-political, non-religous and non-
profit organization to support self reliant, integrated, sustainable and
flourishing refugee communities and community organisations in Australia.
The general objective
of African Think Tank is to act as the voice of refugee and migrant communities especially African
Australians.
As a newly established
organisation, African Think Tank hereby adopts the following constitution.
PART 2
RULE 1
NAME
The name of the
Association is ‘African Think Tank’ Inc. Herein after refer to as the ATT.
RULE 2
DEFINITION
“ATT” means African Think Tank.
“Constituent member”
means any Associations or individuals that accepts the aims and objects of the
Association and is accepted as a member via the terms of this Constitution.
“Act” means the
Association Incorporation Act 1981.
“Financial year” means
the year ending on 30 June.
“General meeting”
means a general meeting of members convened in Accordance with Rule 12.
“Ordinary member of
the Board” means a member of the Board who is not an officer of the Association
under Rule 21.
“Regulation” means
regulation under the Act.
“Board” means the Management
Board of the ATT.
In these Rules, a
reference to the Secretary of an Association is reference:
(a)
Where a person holds office under
these rules as a Secretary to the Association, to that person ; and
(b)
In any other case, to the public
officer of the Association.
Words or expressions
contend in these rules shall be interpreted in accordance with the provision of
the Acts Interpretation Act 1958 and the Act as in force from time to time.
RULE 3
ALTERATION OF THE
RULES
These Rules and the
statement of purposes of the Association must not be altered except in
accordance with the Act, and by resolution of two thirds of members at the time
of the proposed alteration. Notices of Motion to alter the Rules must be lodged
with the Secretary of the Association at least 45 days before the designated
date of an AGM. The Board of the ATT is obliged to advise any member the date
of the next AGM, in sufficient time for that member to submit a notice of
Alteration of the Rules.
RULE 4
AIMS AND OBJECTIVES
The following are the
objectives of the ATT:
1.
public advocacy and research in relation to key strategic issues;
2.
the development of policy advice, especially in regards to
employment, women’s issues, capacity building, education, youth and health
matters;
3.
training, advice and support to government and community
organisations to ensure accessible and effective service delivery, especially
in regards to refugee settlement needs;
4.
community capacity building to African Australian communities;
5.
maintaining a high public profile, through effective public and
media relations and the conducting of major public forums and conferences;
6.
contribute to effective settlement services and community
development process.
RULE 5
MEMBERSHIP OF THE
ASSOCIATION
1.
Membership is open to African refugee
or migrant community organization or individual who is supportive of the
Association’s objectives and who abide by the rules and conditions of the Association.
2.
An application for membership of ATT
a.
Shall be made by filling in the appropriate
form as provided by the Secretary of the ATT Board.
b.
Shall be lodged with the Secretary
of the Association.
c.
Admission to the Association will be
subject to the approval by the Board.
3.
The Secretary upon the receipt of
the application shall notify the Board. Once approval is given by the Board,
the Secretary shall enter the new member in the members’ register. Upon the
name being so entered, the applicant becomes a member of the Association.
4.
The right, privilege, or obligation
of an individual member by reason of membership of the Association:
a.
is not capable of being transferred
to another individual.
b.
terminates upon cessation of
membership whether by resignation or otherwise.
VOTING RIGHTS
An ordinary member
organisation, associate member organisation and individual members shall pay an
annual membership fee as set by the Board at its discretion. Donations will be voluntary.
RULE 8
REGISTER OF MEMBERS
The Secretary shell
keep and maintain a Register of members in which shall be entered the full
name, address and date of becoming a member. The register shall be available
for inspection by members at the address of the Secretary.
RULE 9
RESIGNATION AND EXPULSION
OF MEMBERS OF THE ATT
1.
A member of this Association may resign from the ATT by first giving
a month’s notice in writing to the Secretary of their intention to resign and
upon the expiration of that period of notice the member shall cease to be a
member.
2.
Upon the expiration of the notice
given under sub-close (1), the Secretary shall make in the register an entry
recording the date on which the member by whom the notice was given, ceased to
be a member.
3.
Subject to these rules, the
management may by resolution
(a)
expel a member from the Association
(i)
if the member has refused or
neglected to comply with the Association’s rules
(ii) if the member has been found guilty of conducts unbecoming a member or
prejudicial to the interest of ATT.
(b)
suspend a member from membership of
the Association for specified period.
4.
A resolution of the management under
sub-clause (1)
(a) does not take effect unless the Board, at meeting held or before 28 days
after the service on the member of a notice under sub-clause (3) confirms the
resolution in accordance with this clause; and
(b) where the member exercises a right of appeal to the Association under
this clause does not take effect unless the Association confirms the resolution
in accordance with this clause.
5.
Where the Board passes a resolution
under the sub-clause (1) the Secretary shall, as soon as practicable, cause to
be served on a member a notice in writing:
(a)
setting out the resolution of the
management and the ground on which it is based;
(b)
stating that the member may address
the management at a meeting to be held not earlier than 14 and not letter than
28 days after the service of the notice;
(c)
stating the date, place and time of
the meeting;
(d)
informing the member that he/ she
may do one or more of the following:
(i)
attend the meeting;
(ii)
give the management before the date
of the meeting a written statement seeking the revocation of the resolution;
(iii)
not latter than 48 hours before the
date of the meeting , lodge with the Secretary a notice to the effect that he/
she wishes to appeal to the Association in the general meeting against the
resolution.
(6) At the meeting of the committee held in
accordance with sub-clause (2), the Board:
(a) shall give to the member an opportunity to be heard;
(b) shall give due consideration to any written statement submitted by the
member; and
(c) shall be a resolution to determine whether to confirm or revoke the
resolution.
(7) Where
the Secretary receives a notice under sub-clause (3), he/she shall notify the
committee and the committee shall convene a general meeting of the Association to
be held within 21 days after the date on which the Secretary received the
notice.
(8) At the general meeting of the Association
convened under sub-clause (5):
(a) the committee may place before the meeting details of the grounds for
the resolution and the reasons for the passing of the resolution;
(b) the member shall be given an opportunity to be heard; and
(c) the members present shall vote by secret ballot on the question whether
the resolution should be confirmed or revoked.
(9) If at the general meeting:
(a) two-thirds of the members vote in person in favor of the confirmation
the resolution, the resolution is confirmed; and
(b) in any other case, the resolution is revoked.
RULE 10
ANNUAL GENERAL MEETING
(1) The Association shall in each calendar year convene an annual general
meeting of its members, giving a minimum of 30 days notice of such meeting.
(2) The annual general meeting shall be held on such day as the ATT
committee determines.
(3) The annual general meeting shall be specified as such in the notice
convening it.
(4) The ordinary business of the annual general meeting shall be:
(a) to confirm the meeting of the last preceding annual general meeting and
of any general meeting held since the meeting;
(b) to receive from the committee reports upon the transaction of the Association
during the last preceding financial year;
(c) to elect officers of the Association and the ordinary Board members of
the committee; and
(d) to receive and consider the statement submitted by the Association in
accordance with section 30 (3) of the act;
(e) to discuss and educate the main focus and direction of the activities
for the coming fiscal year.
(5) The annual general meeting may transact special business of which notice
is given in accordance with these rules.
(6) The annual general meeting shall be in addition to any other general
meetings that may be held in the same year.
RULE 11
SPECIAL GENERAL
MEETING
All general meetings
other than the annual general meeting shall be called special general meeting. There
shall be special general meetings per year based on demand and necessity.
(1)
The Board may whenever it thinks
fit, convene a special general meeting of the Association and where, but for
this sub-clause, more than 15 months would lapse between annual general
meetings, shall convene a special general meeting before the expiration of that
period.
(2)
The Board shall, on the requisition
in writing of members representing not less than 2/3 of the total number of
members, convene a special general meeting of the Association
(3)
The requisition for a special general meeting shall state the
objects of the meeting and shall be the members making the requisitions and be
sent to the address of the Secretary and may consist of several documents in a
like form, each signed by one or more of the members making the requisition.
(4)
If the Board does not cause a special general meeting to be held within
one month after the date on which the requisition is sent to the address of the
Secretary, the members making the requisition, or any of them may convene a
special general meeting to be held not later than 3 months from that date.
(1)
The Secretary of the Association shall, at least 30 days before the
date fixed for holding a general meeting of the Association, cause to be sent
to each member of the Association at address appearing in the register of
members, a notice by pre-paid post stating the place, date and time of the
meeting and the nature of the business to be transacted at the meeting.
(2)
A member desiring to bring any business before a meeting may give a
notice of the business in writing to the Secretary, who shall include that
business in the notice calling the next general meeting after the receipt of
the notice.
(1)
All business that is transacted at a special general meeting and all
business that is transacted at the annual general meeting with the exception of
that specially referred to in these rules as being the ordinary business of the
annual general meeting shall be deemed to be a special business.
(2)
No item of business shall be transacted at a general meeting unless
a quorum of members entitled under these rules to vote is present during the
time when the meeting is considering that item.
(3)
One-third membership personally present (being members entitled
under these rules to vote at a general meeting) constitute a quorum for the
transaction of the business of a general meeting.
(4)
The Chairman or in his/her absence, the Vice Chairman shall act as a
Chairperson at each general meeting of the Association.
(5)
If the Chairman and the Vice pre Chairman are absent from a general
meeting, the members present shall elect one of their members to preside as
Chairperson at the meeting.
(6)
The Chairperson of a general meeting at which a quorum is present
may, with the consent of meeting, adjourn the meeting from time to time and
place to place, but no business shall be transacted at an adjourned meeting
other than the business left unfinished at the meeting at which the adjournment
took place.
(7)
When a meeting is adjourned for 14 days or more, a similar notice of
the adjourned meeting shall be given as in the case of the general meeting.
(8)
Except as provided in sub-clauses (1) and (2), it is not necessary
to give a notice of an adjournment or of the business to be transacted at an
adjourned meeting.
A question arising
at a general meeting of the Association shall be determined on a show of hands
and unless before or on the declaration of the show of hands a poll is
demanded, a declaration by the President that a resolution has, or a show of
hands, been carried or carried unanimously or carried by a particular majority
or lost, and an entry to that effect in the Minute Book or the Association is
evidence of the fact, without proof of the number of proportion of the votes
recorded in favour of, or against, that resolution.
(9)
Upon any question arising at a general meeting of the Association a
member has one vote only.
(10)
All votes shall be given personally or by proxy.
(11) In the case of quality of voting on a
question, the Chairman of the meeting is entitled to exercise a second or
casting vote.
(12) If at a meeting or poll or any question is
demanded by not less that three members, it shall be taken at that meeting in
such a manner as the Chairman may direct and the resolution of the poll shall
be deemed to be resolution of the meeting on that question.
(12)
A poll that is demanded on the election of a Chairman or on a
question of an adjournment shall be taken forthwith and a poll that is demanded
on any other question shall be taken at such time before the close of the
meeting ad the Chairman may direct .
A member is not
entitled to vote at any general meeting unless he/she is compliant with all the
rules and the policies of the Association.
(13)
Each member shall be entitled to appoint another member as his/her
proxy by notice given to the Secretary no later than 24 hours before the time
of the meeting in respect of which the proxy is appointed. The notice
appointing the proxy shall be in the form set out in Appendix 2*.
(1) The affairs of the Association shall be
managed by a Board of Management.
(2) The
Board:
(a)
shall control and manage the business and affairs of the Association;
(b)
may, subject to these rules, the regulations and the Act, exercise
all such powers and functions as may be exercised by the Association other than
those powers and functions that are required by these rules to be exercised by
general meetings of the members of the Association; and
(c)
subject to these rules, the regulations and the Act, has power to
perform all such acts and things as appear to the committee to be essential for
the proper management of the business and affairs of the Association.
(3)
The officers of the Association shall be:
(a)
Chairman;
(b)
Vice Chairman;
(c)
General Secretary;
(d)
Treasurer.
(4) Each officer of the Association shall
hold office until the next Annual General Meeting after the date of her/his
election but is eligible for re-election.
(5) In event of a casual vacancy in any
office referred to in sub-clause (1) the committee may appoint one of its
members to the vacant office and the member if appointed may continue in office
up to and including the conclusion of the next annual general meeting following
the date of his/her appointment.
(6) Subject to section 23 of the Board shall
consist of:
(a) the officers of the Association;
(b) up to a
further 10 general Committee members, who shall serve for a period of two years
before they are required to stand for re-election.
The Board shall have the option of co-opting members
to the general committee in the event of there being insufficient members at an
AGM or through a casual vacancy during the year. Such co-opted members shall
serve until the next AGM.
(7)
The Board shall have the powers to appoint such advisory or
consultancy personnel or panels as it sees fit for the proper management of the
business and affairs of the Association.
(8)
No member of the Board shall be paid for their work as a Board
member, nor shall they be eligible to receive any monies from the Association
for any work undertaken by themselves or a company of which they are a
Director.
Board members may be reimbursed for significant expenses for activities related to ATT, as decided by
the full Board.
(1) Nomination
of candidates for election as officers of the Association or as ordinary
members
of the committee:
(a)
shall be made in writing, signed by two members of the Association
and accompanied by the written consent of the candidates (which may be endorsed
on the form of nomination),
(b)
shall be delivered to the Secretary of the Association no less than
7 days before the date fixed for the holding of the annual general meeting.
(2) If
insufficient nominations are received to fill all vacancies on the Committee,
the candidates nominated shall be deemed to be elected and further nominations
shall be received at the annual general meetings.
(3) If
the number of nominations received is equal to the number of vacancies to be
filled, the people nominated shall be deemed
to be elected.
(4) If
the number of nominations exceeds the number of vacancies to be filled, a
ballot shall be held.
(5) The
ballot for the election of officers and ordinary members of Committee shall be
conducted at the annual general meeting in such usual and proper manner as the
Committee may direct.
(6) A
nomination of a candidate for election under this clause is not valid if the
candidate has been nominated for another office for election at the same
election.
For the purposes of these
rules, the office of an officer of the Association or of an ordinary member of
the committee becomes vacant if the officer or member:
(a)
ceases to be a
member of the Association;
(b)
becomes an
insolvent under administration within the meaning of the officer or member;
(c)
resigns his/her
office by notice in writing given ton the Secretary.
(1)
The Board shall meet at least four times in each year at such place
and times as the Board may determine.
(2)
Special meetings of the Board may be convened by the Chairman or by a
quorum of the Board.
(3)
Notice shall be given to members of the Board of any special meeting
specifying the general nature of the business to be transacted and no other
business of a meeting of the Board.
(4)
3/5 of the members of the Board constitute a quorum for the
transaction of the business of a meeting of the Board.
(5)
No business shall be transacted unless a quorum is present and if
within half an hour of the time appointed for the meeting a quorum is not
present the meeting shall stand adjourned to the same place and at the same
hour of the appointed for the meeting a quorum is not present, the meeting
shall stand adjourned to the same place and at the same hour of the day in the
following week unless the meeting was a special meeting in which case it
lapses.
(6)
At meetings of the Board:
a. the Chairman or in his/her absence the Vice Chairman shall
preside; or
b. if the Chairman and the
Vice Chairman are absent, such one of the remaining members of the Board as may
be chosen by the members present shall preside.
(7)
Questions arising at a meeting of the Board or of sub-committee or
of any sub-committee appointed by the Board shall be determined on a show of
hands or, if demanded by a member, by a poll taken in such a manner as the
person presiding at the meeting may determine
(8)
Each member present at a meeting of the Board or of any
sub-committee appointed by the Board (including the person presiding at the
meeting) is entitled to one vote and, in the event of an equality of votes on
any question, the person presiding may exercise a second or casting vote.
(9)
Written notice of each Board meeting shall be served on each member
of the Board by delivering it to him/her at a reasonable time before the
meeting or by sending it by pre-paid post addressed to him/her as his/her usual
or last known place of abode at least two business days before the date of the
meeting.
(10)
Subject to sub-clause (4) the Board may act not withstanding any
vacancy on the Board.
(1)
The Chairman of the Association shall convene and preside over
meetings. He/she shall also enforce the Rules of the Association.
(2)
The Vice- Chairman shall act in the absence of the Chairman.
The Secretary of the Association
shall keep minutes of the resolutions and proceeding of each general meeting
and each Board meeting in books provided for that purpose together with the
record of the names of persons present at Board meetings.
(1)
The Treasurer of the Association :
(a)
Shall collect and receive all money due to the Association and make
all payments authorised by the Association;
(b)
Shall keep correct accounts and books showing the financial affairs
of the Association with full details of all receipts and expenditure connected
with the activities of the Association.
(c)
Shall provide financial reports to the Board on at least four
occasions per annum,
(d)
Shall present an audited set of accounts to the AGM.
(2)
The accounts and books referred to sub-clause (1) shall be available
for inspection by members.
The Public Officer shall liaise and coordinate
Victorian, Interstate and International affairs of the Association in
consultation with the Chairman. One of the four Office Bearers shall also be
designated as Public Officer.
(1)
The Association in general meeting may by resolution remove any
member of the Board before the expiration of his/her term to hold office until
the expiration of the term of the first-mentioned member.
(2)
Where the member of whom proposed referred to in the sub-clause (1)
makes representation in writing to the Secretary or President of the Association
(not exceeding a reasonable length) and request that they be notified to the
member of the Association or, if they are not sent, the member may require that
they be read out at the meeting.
All cheques, drafts, bills of exchange, promissory
notes and other negotiable instruments shall be signed by two out of three
members of the Board. The three members are the Chairman, the executive officer
and the Treasurer.
SEAL
(1)
The common seal of the Association shall be kept in the custody of
the Secretary or in the custody of the executive officer.
(2)
The common seal shall not be affixed to any instrument except by the
authority of the committee seal shall be attested by the signature either of
two members of the Board or of one member of Board and of the public officer of
the Association.
(1)
A notice may be served by or on behalf of the Association upon any
member either personally or be sending it by post to the member at address
shown in the Register of members.
(2)
Where a document is properly addressed pre-paid and posted to a
member as a letter, the document shall, unless the contrary is proved, be
deemed to have been given to the member at the time at which the letter would
have been delivered in the ordinary course of post.
RULE 23
WINDING UP
OR CANCELLATION
In the event of the winding up or the cancellation of
the incorporation of the Association, the assets and liabilities of the Association
shall be disposed in accordance with the provision of the Act.
RULE 24
CUSTODY OF
RECORDS
Except as otherwise provided in these Rules, the Secretary
shall keep in his/her custody or under
his/her control all books, documents and securities of
the Association. This shall include a Register of all ATT assets, including
their purchase price and annual depreciated value.
FUNDS
The funds of the Association shall be derived from
government and non government grants, donations, membership fees, fund raising
activities and such other source as the Board determines from time to time.