PCYC Constitution
MEMORANDUM OF ASSOCIATION OF POLICE & COMMUNITY YOUTH CLUBS NSW LTD(PCYC)
In this Memorandum:
"The Law" means the Corporations Law and any amendments thereto from time to time.
"Police & Community Youth Clubs" where used herein shall mean Police & Community Youth Clubs NSW Ltd which is the successor in title to the Federation of New South Wales Police Citizens Youth Clubs; The name of the organisation is "Police & Community Youth Clubs NSW Ltd" formerly known as "Federation of New South Wales Police-Citizens Youth Clubs."
MEMORANDUM OF POLICE & COMMUNITY YOUTH CLUBS NSW Ltd
Police & Community Youth Clubs is a public benevolent institution and is registered for charitable purposes under the Charitable Fundraising Act, 1991. The principal object of Police & Community Youth Clubs is to provide a means for the community to assist in the delivery of community policing services to young people, which object is to be achieved by:
(a) the implementation of community based policing programs;
(b) bringing to the notice of citizens and Police their responsibilities towards young people in the community;
(c) providing an interface between the Police Service and the citizens of New South Wales especially young people, which fosters mutual respect and understanding;
(d) providing educational programs pertaining to the maintenance of law and order, such programs to be consistent with the operational strategies of the New South Wales Police Service;
(e) to promote and encourage the training of leaders of youth Clubs and other persons interested in the welfare of young people;
(f) to provide facilities enabling young people, including those in necessitous circumstances, to participate in any activity or youth Club;
(g) establishing Clubs in suitable localities throughout the State;
(h) taking over all the real and personal property, assets, goods, chattels, effects, moneys, credits, securities, debts and liabilities in any wise belonging or appertaining to the existing unincorporated association consisting of the Police Boys' Clubs, Police Citizens Boys' Clubs and Police Citizens Youth Clubs throughout the State of New South Wales or to or for which any person or persons on its behalf may be entitled or liable and for that purpose to execute and carry into effect any contract deed or other instrument which may be necessary in the premises. Subject as aforesaid and to the memorandum to take over and adopt any lease contract or agreement whatsoever made by the office bearers of the said association or any of them on behalf of Police & Community Youth Clubs prior to the incorporation thereof whether expressed to be made on its behalf or not and to indemnify any person or persons in respect of any liability incurred by him/her or them thereunder;
(i) providing in the existing buildings which have been made available to Police & Community Youth Clubs or in any other buildings or erections which may hereafter be acquired leased or made available to or erected by Police & Community Youth Clubs at Sydney aforesaid and/or elsewhere rooms for the meeting, instruction, amusement, bathing, exercise, reading, writing, social intercourse, recreation, welfare and benefit generally of the youth of New South Wales;
(j) acquiring, erecting, constructing, maintaining, improving, managing, altering and carrying on all building works and conveniences which may seem directly or indirectly conducive to or necessary or convenient for any of the objects of Police & Community Youth Clubs and to contribute to subsidise or otherwise do or take part in any such operation;
(k) purchasing, taking on lease or in exchange or otherwise acquiring for the purposes of Police & Community Youth Clubs any real or personal property and in particular any lands, buildings, easements, furniture and effects, books, newspapers, periodicals, musical instruments, fitting apparatus, appliances, conveniences and accommodation and any rights or privileges necessary or convenient for the purpose of Police & Community Youth Clubs;
(l) accepting donations and bequests (whether of real or personal estate) for all or any of the objects of Police & Community Youth Clubs, and to distribute or expend any such donations and bequests at the discretion of the Board of Directors;
(m) distributing and expending any collections, subscriptions, donations, legacies, payments by public bodies and others or proceeds of entertainments received by the Club Council of a Club of Police & Community Youth Clubs at the discretion of the Board of Directors subject to full and proper consideration by the Board of Directors of any recommendations made by such Club Council for the benefit and/or enjoyment of the particular Club in respect of which the said Club Council has been created;
(n) collecting and receiving money or articles by voluntary contribution, collections, subscriptions, donations, legacies, payments by public bodies and others or from the proceeds of entertainments and to organise, conduct, control and manage or assist in the organisation, conduct, control and management of any entertainment or other means of producing money or articles by voluntary contribution, collections, donations, legacies, payments by public bodies and others for any of the objects or purposes of Police & Community Youth Clubs and to distribute or expend any such voluntary contributions, collections, subscriptions, donations, legacies, payments by public bodies and others or proceeds of entertainments, at the discretion of the Board of Directors upon such objects or purposes;
(o) subject to Clause 4 hereof engaging such personnel as shall be required and found necessary for the proper working and carrying on of Police & Community Youth Clubs and any one or more at pleasure to discharge;
(p) giving any guarantee or entering into any bond in connection with the affairs of Police & Community Youth Clubs and to indemnify any person or persons who may incur or may have incurred any personal liability for the benefit of Police & Community Youth Clubs and for that purpose to give such person or persons any security by way of mortgage or otherwise over the whole or any of the property and assets of Police & Community Youth Clubs;
(q) accepting, buying, selling, improving, managing, developing, exchanging, hiring, leasing, mortgaging, hypothecating, charging, turning to account or otherwise dealing with any real or personal property assets, credits, effects, rights or privileges. In case Police & Community Youth Clubs shall take or hold any property which may be subject to any trusts, Police & Community Youth Clubs shall only deal with the same in such manner as allowed by law having regard to such trusts;
(r) advancing money with or without security and to invest and deal with the moneys and credits of Police & Community Youth Clubs in and upon such modes of investment and/or securities on deposit at call or otherwise with any bank, financial institution or body with which trustees are authorised to invest funds under the Trustee Act 1925 (as amended) or in such other manner and upon such terms and conditions as may from time to time be determined and from time to time vary and realise such investments or securities;
(s) making, drawing, accepting, endorsing and negotiating cheques or promissory notes, bills of exchange and other negotiable instruments and also to effect policies of insurance and to endorse and negotiate the same;
(t) borrowing or raising money in such manner as the Board of Directors may think fit with power if need be to charge such mortgages debentures or other securities upon the floating assets or upon all or any of the property (both present and future) of Police & Community Youth Clubs;
(u) founding, taking over and carrying on or amalgamating with any other association, home or institution having objects altogether or in part similar to those of Police & Community Youth Clubs and which shall prohibit the distribution of its or their income and property among its or their Club members to an extent at least as great as is imposed on Police & Community Youth Clubs under or by virtue of Clause 4 hereof if at any time it may be found desirable to do so in furtherance of the objects of Police & Community Youth Clubs;
(v) entering into any arrangement with any Government or authority supreme, municipal, local or otherwise that may seem conducive to the attainment of the objects of Police & Community Youth Clubs or any of them and to obtain from such Government or authority any rights, privileges or concessions which Police & Community Youth Clubs may think advisable to obtain and to carry out, exercise and comply with any such arrangements, rights, privileges or concessions;
(w) providing remuneration to members of the Board of Directors at the discretion of the Board of Directors;
(x) establishing or aiding in the establishment and support of associations, funds, trusts and conveniences calculated to benefit the youths of the Clubs using any of the buildings or institutes of Police & Community Youth Clubs or otherwise to advance the interests of Police & Community Youth Clubs; and
(y) doing all such acts, deeds, matters and things and to enter into and make such agreements as are incidental or conducive to the attainment of the above objects or any of them, and it is hereby declared that the objects of Police & Community Youth Clubs specified in each paragraph of this clause shall (except where otherwise expressed in such paragraph) be in no way limited by reference to any other paragraph.
The income and property of Police & Community Youth Clubs whencesoever derived shall be applied solely towards the promotion of the objects of Police & Community Youth Clubs as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly by way of dividend bonus or otherwise howsoever by way of profit to the persons who at any time are or have been Members of Police & Community Youth Clubs or to any of them or to any person claiming through any of them.
Nothing herein contained shall prevent the payment on good faith or remuneration to any officers or servants of Police & Community Youth Clubs or to any Member thereof or other person in return for any services actually rendered to Police & Community Youth Clubs nor prevent the payment of interest at a rate not exceeding the rate for the time being charged by bankers in Sydney for overdrawn accounts on money lent or reasonable and propr rent for premises demised or let by any Member to Police & Community Youth Clubs and interest at the rate aforesaid on money lent or reasonable and proper rent for premises demised or lent to Police & Community Youth Clubs.
Provided that the provision last aforesaid shall not apply to any payment to any railway, gas, electric, light, water or telephone company of which a Member of the Board of Directors may be a member or any other company in which such Member shall not hold more than one-hundredth part of the capital and such Member shall not be bound to account for any share of profits he may receive in respect of such payment.
If on the winding up or dissolution of Police & Community Youth Clubs there remains after the satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid to or distributed among the Members of Police & Community Youth Clubs but shall be given or transferred to some other institution having objects similar to the objects of Police & Community Youth Clubs and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on Police & Community Youth Clubs under or by virtue of Clause 4 hereof such institution or institutions to be determined by the Members of Police & Community Youth Clubs at or before the time of dissolution and in default thereof by the Chief Judge of the Equity Division of the Supreme Court of New South Wales or such other Judge of that Court as may have or acquire jurisdiction in the matter, and if and so far as effect cannot be given to the aforesaid provision then to some charitable object.
The liability of the Members is limited. Every Member undertakes to contribute to the assets of Police & Community Youth Clubs in the event of its being wound up whilst such Member is a Member or within one year afterwards for payment of the debts and liabilities of Police & Community Youth Clubs, contracted before ceasing to be a Member, and the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding one hundred dollars ($100.00).
The place in New South Wales in which the registered office of Police & Community Youth Clubs is stituated at, 1A Cleary Avenue, Belmore, and may be situated at such other place as may be determined by the Board of Directors of Police & Community Youth Clubs from time to time.
True accounts shall be kept of the sums of money received and expended by Police & Community Youth Clubs and the matter in respect of which such receipt and expenditure takes place, and of the property credits and liabilities of Police & Community Youth Clubs and subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of Police & Community Youth Clubs for the time being shall be open to the inspection of the members.
Once at least in every year the accounts of Police & Community Youth Clubs shall be examined and the correctness of the balance sheet ascertained by one or more properly qualified auditor or auditors. No addition alteration or amendment may be made to the Constitution without the approval of the Minister for Police.
We, the several persons whose names and addresses are subscribed and desirous of being formed into an association in pursuance of this Memorandum of Association.
NAMES, ADDRESSES, AND DESCRIPTIONS OF SUBSCRIBERS
NAME ADDRESS DESCRIPTION
WILLIAM JOHN Police Headquarters,
Commissioner of Police MACKAY Sydney WILLIAM SIDNEY Department of Road Public Servant CORNER Transport, Sydney THOMAS JOSEPH Police Headquarters Police Officer LYNCH Sydney EDGAR JESSE Police Headquarters Public Servant BALDWIN Sydney RUPERT OCTAVIUS Messrs. Beale & Co. Ltd Business BEALE Trafalgar St Manager Annandale GEORGE SIMMONDS Messrs. Nock & Kirby Ltd Business NOCK George St Manager Sydney GEORGE GILBERT Police Department Police Officer FERGUSON Sydney GEORGE CAMPBELL Police Department Police Officer Sydney JOHN HENRY Police Department Police Officer MICHAEL EUGENE Sydney WALSHE MICHAEL JAMES Chief Secretary's Public Servant QUIGLEY Department, Sydney
DATED the 15th day of September 1938.
Witness to the above signatures - F. Washington.
The Corporations Act A Company Limited by Guarantee and not having a Share Capital
CONSTITUTION POLICE & COMMUNITY YOUTH CLUBS NSW LTD
Preliminary In these clauses: "Board of Directors" means the Board of Directors of Police & Community Youth Clubs; "Club" means any of the premises of Police & Community Youth Clubs established or to be established throughout New South Wales pursuant to the Memorandum of Association and known as Police Citizens Boys' Clubs, Police Boys' Clubs, Police Citizens Youth Clubs or any successor in title thereto; "Club Member" means a person who has been accepted for membership of a Club.
"Club Council" means the governing and/or advisory council of a Club;
"Chief Executive Officer" means the senior employee of Police & Community Youth Clubs.
"Employee" means a person who is employed by Police & Community Youth Clubs on a full-time or part-time basis who receives remuneration (from any source) for services provided to a Club or to Police & Community Youth Clubs but does not include persons who perform services for Police & Community Youth Clubs on a voluntary basis, members of the Board of Directors and or Police Officers attached to a Club of Police & Community Youth Clubs;
"Police & Community Youth Clubs" means Police & Community Youth Clubs NSW Ltd, formerly known as Federation of New South Wales Police-Citizens Youth Clubs;
"Member" means a person who is a current member from time to time of the Board of Directors and who is registered as a Member in the register of Members of Police & Community Youth Clubs;
"The Minister" means the NSW Minister for Police;
"Chairperson" means the person who is from time to time the Chairperson of Police & Community Youth Clubs who shall be appointed by the Minister;
"Secretary" means any person appointed to perform the duties of a secretary of Police & Community Youth Clubs; "State" means the State of New South Wales;
"The Law" means the Corporations Law and any amendments thereto from time to time.
"The seal" means the common seal of Police & Community Youth Clubs. Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography and other modes of representing or reproducing words in a visible form.
Words importing the masculine gender only include the feminine and neuter genders. Words or expressions contained in these clauses shall be interpreted in accordance with the provision of the Companies and Securities (Interpretation and Miscellaneous Provisions) (New South Wales) Code. Section 40 of the Companies and Securities (Interpretation and Miscellaneous Provisions) (New South Wales) Code applies in relation to these clauses as if they were an instrument made by an authority under a power conferred by the Code as in force on the date on which these clauses become binding on Police & Community Youth Clubs. An expression used in a particular Part or Division of the Law that is given by that Part or Division a special meaning for the purposes of that Part or Division has, in any of these clauses that deals with a matter dealt with by that Part or Division, unless the contrary intention appears, the same meaning as in that Part or Division. Police & Community Youth Clubs is established for the purposes set out in the Memorandum of Association. MEMBERSHIP
The current Members of the Board of Directors from time to time shall be the members of Police & Community Youth Clubs. (1) A register of Members of Police & Community Youth Clubs shall be kept in the office of Police & Community Youth Clubs setting forth the names in full, date and place of birth and addresses of all Members of Police & Community Youth Clubs. The register shall also show the date of admission to and cessation of Membership and such other information as the Board of Directors may require.
(2) Each Member shall notify in writing to the Secretary any change in that Member's address within a period of one (1) month following such change and all notices given in accordance with Clause 59 to the address last notified shall be considered fully received.
(3) Every Member of Police & Community Youth Clubs shall have the right at any time to resign from membership of Police & Community Youth Clubs by giving written notice to the Secretary.
(4) A Member shall cease to be a Member on the Member's death or bankruptcy or unsoundness of mind or if his or her estate becomes liable to be dealt with in any way under the law relating to mental health. CLUBS A group of persons shall be a Club of Police & Community Youth Clubs if they shall: (a) adopt and retain the Club Model Rules as determined by the Board of Directors from time to time as the rules of the Club unless authorised otherwise by the Board of Directors; and have been issued written certification of approval as a Club by the Board of Directors. A Club shall cease to be a Club in accordance with the Club Model Rules referred to in Clause 5 where: the Club has failed to comply with the Club Model Rules to the satisfaction of the Board of Directors; or the Club no longer meets the criteria for establishment as set out in the Club Model Rules as determined from time to time by the Board of Directors in its absolute discretion.
GENERAL MEETING
An Annual General Meeting of Police & Community Youth Clubs shall be held in accordance with the provisions of the Law. All general meetings other than the Annual General Meeting shall be called extraordinary general meetings.
(1) Subject to the provisions of the Law relating to special resolutions and agreements for shorter notice, twenty-one (21) days' notice at least (exclusive of the day on which the notice is served or deemed to be served, but inclusive of the day for which the notice is given) of the date, hour, and place of any meeting and of any business deemed by these Clauses to be special business shall be given by the Secretary to all members of Police & Community Youth Clubs, by written notice forwarded to their current addresses in the register of Members.
(2) A copy of such notice shall be exhibited by the Secretary in a conspicuous place in the office of Police & Community Youth Clubs for a period of at least seven (7) days before the meeting.
(3) With the notice of an Annual General Meeting, there shall be forwarded a copy of the balance sheet and profit and loss account to be presented to the Annual General Meeting.
(4) The Secretary shall also cause to be exhibited in a conspicuous place at the office of Police & Community Youth Clubs, a copy of the balance sheet and profit and loss account of Police & Community Youth Clubs, to be presented at an Annual General Meeting. (1) In addition to Members' rights under Section 241 of the Code, extraordinary general meetings shall be convened by the authority of the Chairperson of the Board of Directors or in pursuance of a requisition to the Secretary signed by a Member who is entitled, or Members who are together entitled, to not less than five per centum (5%) of the total voting rights of all the Members who are entitled to vote at meetings of Police & Community Youth Clubs requisitioning that an extraordinary general meeting be convened and setting out the business of such meeting. (2) In the case of such a requisition, the date, hour, and place of such extraordinary general meeting shall be determined by the Board of Directors but shall be no later than twenty-one (21) days after such requisition is delivered to the Chairperson and there shall be no objection to such business being dealt with as special business at an Annual General Meeting of Police & Community Youth Clubs. Neither the accidental omission to give notice of a meeting to any Member nor the accidental omission to exhibit a copy of the documents referred to in Clause 9(2) or 9(4) at the office of Police & Community Youth Clubs shall invalidate the proceedings at any meeting.
PROCEEDINGS AT GENERAL MEETINGS
All business shall be special business that is transacted at an extraordinary general meeting. The business of an Annual General Meeting shall be as follows: (a) to adopt and confirm the minutes of the previous Annual General Meeting; (b) to receive the Chairperson's report to Members; (c) to receive and consider the annual balance sheet and profit and loss account; (d) to elect an auditor or auditors; and (e) to deal with any other business which shall be deemed to be special business.
(1) No business shall be transacted at any meeting unless a quorum of Members is present at the time when the meeting proceeds to business.
(2) Save as herein otherwise provided five Members of Police & Community Youth Clubs present in person only and not by proxy shall be a quorum. If a quorum is not present within half an hour from the time appointed for the meeting. (a) the meeting, if convened upon the requisitioning of Members, shall be issolved; or (b) in any other case: (i) the meeting shall stand adjourned to such day and such time and place as the Board of Directors may determine or if no determination is made by the Board of Directors, to the same day in the next week at the same time and place; and (ii) if at the adjourned meeting, a quorum is not present within half an hour from the time appointed for the meeting: (A) the Members present (being not less than three (3)) shall be a quorum; or (B) where a quorum is not present, the meeting shall be dissolved. The Chairperson if present shall preside at every meeting of Police & Community Youth Clubs or if there is no Chairperson, or if the Chairperson is not present within fifteen (15) minutes after the time appointed for the holding of the meeting, or is unwilling to act, then the Members present shall elect one of their number to be Chairperson of the meeting. The Chairperson may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. (1) When a meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of the original meeting. (2) Except as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. (1) At any extraordinary general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded: (a) by the Chairperson; or (b) by at least three (3) Members present in person only and not by proxy. (2) Unless a poll is so demanded, a declaration by the Chairperson that a resolution has on a show of hands been carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of Police & Community Youth Clubs shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against the resolution.
(3) The demand for a poll may be withdrawn.
(4) If a poll is duly demanded, it shall be taken in such manner and subject to paragraph (5) either at once or after an interval or adjournment or otherwise as the Chairperson directs, and the result of the poll shall be the resolution of the meeting at which the poll was demanded.
(5) A poll demanded on the election of a Chairperson or on a question of adjournment shall be taken forthwith. In a case of an equality of votes, whether on a show of hands or on a poll, the Chairperson of the meeting at which the show of hands takes place or at which the poll is demanded in addition to his deliberative vote shall be entitled to a second or casting vote.
21 (1) Every Member shall be entitled to have one (1) vote at meetings of Police & Community Youth Clubs. A Member of the Police & Community Youth Clubs may appoint a person as the Member's proxy to attend and vote for the Member at that meeting. The proxy shall be appointed in writing, shall be signed by the Member appointing the proxy, and shall be submitted to the Chairperson not less than 24 hours before the meeting. (1) An objection may be raised to the qualification of a voter only at the meeting or adjourned meeting at which the vote objected to is given or tendered. (2) Any such objection shall be referred to the Chairperson of the meeting, whose decision is final. (3) A vote not disallowed pursuant to such an objection is valid for all purposes. The Board of Directors shall establish processes and strategies by which Clubs and Club members may advise and assist the Board to achieve the objectives of the organisation. These processes and strategies shall be determined from time to time and shall be set out in the Model Rules.
24 The Board of Directors will report annually to the Clubs on the organisation's performance and shall seek advice from Clubs and Club members on strategic directions for the organisation.
25 The Board shall ensure that an electoral structure is in place that allows Clubs to determine the non-Ministerial appointments to the Board pursuant to Clauses 26 and 27 2(b).
26 The rules for electing four (4) members from Club Councils to the Board of Directors shall be determined by the Board of Directors from time to time and shall be known as "Elected Directors Rules."
THE BOARD OF DIRECTORS
27 (1) The Board of Directors shall consist of eleven (11) directors, all of whom shall be appointed in accordance with this Constitution. (2) The Board of Directors shall comprise the following persons:- (a) seven (7) persons to be appointed by the Minister; and (b) four (4) persons to be elected from and by the Members of the Club Councils in accordance with procedures set out in the Elected Directors Rules. (3) The seven (7) persons to be appointed by the Minister for Police pursuant to Clause 27(2)(a) shall include the following:- (a) The Commissioner of the New South Wales Police Service or his nominee. (b) Six (6) nominees having skills in any of the areas of financial management, youth service management, crime prevention skills, strategic planning and business management
28 The Chairperson of the Board of Directors shall be appointed by the Minister. In the event of the office of a Member of the Board of Directors within the category referred to in Clause 27(2)(a) herein becoming vacant pursuant to Clause 34 herein the vacancy shall be filled by a person appointed by the Minister in accordance with Clause 27(2)(a).
30 The elected Members of the Board of Directors shall hold office for a period of three (3) years and shall be eligible for re-election as a Member of the Board of Directors provided that at the time of nomination the Member is a member of a Club Council.
31 The Members of the Board of Directors other than those who are elected thereto shall hold office for a period of three (3) years or such lesser term as the Minister specify and may be eligible for reappointment by the Minister upon expiration of such period.
32 The Board of Directors shall have power at any time and from time to time to appoint any member of a Club Council to the Board of Directors to fill a casual vacancy of the elected directors, but so that the total number of elected Members of the Board of Directors shall not at any time exceed the maximum number fixed in accordance with these Clauses. Any person so appointed shall hold office until the expiration of the original appointment period for the position vacated. An appointment made under this Clause shall be made so as to maintain the country/Sydney balance of Club representation in accordance with the Elected Directors Rules.
33 (1) The Board of Directors may by ordinary resolution of which special notice has been given, recommend to the Minister that any Member of the Board of Directors appointed by the said Minister pursuant to Clause 27 (2)(a) be removed before the expiration of the Member's period of office provided that the steps referred to in Clause 33(2) have been complied with and the said Minister may at his own discretion so remove such Member of the Board of Directors. (2) A resolution recommending expulsion of any Member of the Board of Directors appointed by the Minister pursuant to Clause 27(2)(a) shall not be passed by the Board of Directors unless the Member has been given notice in writing of the allegations and has been given an opportunity to respond to the Board of Directors. The opportunity to be heard will not apply if a Member of the Board is expelled as a result of any matters listed in Clause 34. (3) The Board of Directors may by majority vote remove any Member of the Board of Directors elected pursuant to Clause 27(2)(b) by the Clubs before the expiration of the Member's period of office provided that the Member has been given notice in writing of the allegations and as been given an opportunity to respond to the Board of Directors. The opportunity to be heard will not apply if a Member of the Board is expelled as a result of any matters listed in Clause 34.
34 The office of a Member of the Board of Directors shall become vacant if the Member:- (a) becomes bankrupt or makes any arrangement or composition with creditors generally; (b) becomes prohibited from being a director of a company by reason of any order made under the Law; (c) ceases to be a Member of the Board of Directors by operation of Section 228 of the Law; (d) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the Law relating to mental health; (e) resigns office by notice in writing to Police & Community Youth Clubs; (f) is absent from three (3) consecutive meetings, without the prior leave of the Board of Directors, or where no such leave is granted, the Board of Directors is not satisfied that such absence was justified in all the circumstances; (g) is an elected Member of the Board of Directors and ceases to be a member of a Club Council. (h) ceases to be a Member of Police & Community Youth Clubs; or (i) is removed from office in accordance with Clause 33, provided always that nothing in this paragraph shall affect the operation of Clause 4 of the Memorandum of Association of Police & Community Youth Clubs.
35 From time to time the Board of Directors may determine that any Member of the Board of Directors shall be entitled to be reimbursed for reasonable out of pocket expenses incurred in performing the obligations and duties of Directorship, and may be paid remuneration for services provided to the organisation in that capacity.
36 POWERS AND DUTIES OF THE BOARD OF DIRECTORS
(1) (a) The business and general affairs of Police & Community Youth Clubs shall be under the management of the Board of Directors which may exercise all such powers of Police & Community Youth Clubs as are not by the Law or by these Clauses required to be exercised by Police & Community Youth Clubs in general meeting. (b) The Board of Directors shall report annually to the Minister on the effectiveness of its program and on its priorities for the forthcoming year. In providing the report the Board of Directors shall seek the Minister's views on program issues which should be addressed by Police & Community Youth Clubs. (2) In particular but without derogating from the general powers conferred by paragraph (1)(a) and (b) of this Clause the Board of Directors shall have power from time to time but solely for carrying out the objects of Police & Community Youth Clubs as set out in Clause 3 of the Memorandum of Association:- (a) to establish, discontinue, or determine a Police & Community Youth Club in any location in the State; (b) to formulate and from time to time revise, Model Rules for the management control and supervision of the Clubs including rules for the constitution of a Club Council and rules for the use of premises, facilities and equipment; (c) To stipulate that every Club Council shall at all times operate their Club in accordance with the Model Rules and other directions of the Board of Directors; (d) to stipulate that the Club Council of any Club shall not, without the authority of the Board of Directors, incur any expenditure or create any liability which, added to any other liability then existing, will exceed the funds actually available to meet such expenditure and/or liability; (e) to dismiss some or all members of a Club Council if the Board of Directors is of the opinion that the conduct of any such member or Club Council is, or has been detrimental to the welfare or interests of Police & Community Youth Clubs or that any such member of such Club Council is not a fit and proper person to manage the affairs of the Club; (f) to relocate or sell Club premises PROVIDED THAT any decision to relocate or sell Club premises shall only be taken after appropriate consultation with the Club Council and after consideration of the effectiveness of the Club in meeting the principal objects of the organisation; and (g) to impose any fees, levies or subscriptions upon any or all of the Clubs as the Board of Directors in its absolute discretion sees fit from time to time. (h) to resolve from time to time to establish, amend or replace regulations relating to the functioning of the Police & Community Youth Clubs its Clubs, employees and volunteers.
37 The Board of Directors may exercise all the powers of Police & Community Youth Clubs to:- (a) borrow money and mortgage or charge its property, or any part thereof; (b) issue debentures and other securities whether outright or as security for any debt, liability, or obligation of Police & Community Youth Clubs; (c) develop a corporate plan and implement long term strategies; (d) manage the finances of Police & Community Youth Clubs; (e) administer the assets of Police & Community Youth Clubs; (f) undertake major fund raising on behalf of Police & Community Youth Clubs; and (g) appoint steering committees for the purpose of establishing new Clubs.
38 All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, documents of commitment and all receipts for money paid to Police & Community Youth Clubs shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by any two members of the Board of Directors or in such other manner as the Board of Directors from time to time determine.
39 (1) The Board of Directors shall cause minutes to be made:- (a) of all appointments of officers of the Company; (b) of names of Members of the Board of Directors present at all meetings of Police & Community Youth Clubs and of the Board of Directors; and (c) of all proceedings at all meetings of Police & Community Youth Clubs and of the Board of Directors. (2) Such minutes shall be signed by the Chairperson of the meeting at which the proceedings were held or by the Chairperson of the next succeeding meeting.
40 PROCEEDINGS OF THE BOARD OF DIRECTORS
(1) The Board of Directors may meet together for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit. (2) Three (3) members of the Board of Directors may at any time, and the Secretary shall on the requisition of three (3) members of the Board of Directors, summon a meeting of the Board of Directors.
41 (1) Subject to these Clauses, questions arising at any meeting of the Board of Directors shall be decided by a majority of votes and determination by a majority of the Members of the Board of Directors shall for all purposes be deemed a determination of the Board of Directors. (2) In case of an equality of votes, the Chairperson of the meeting in addition to his/her deliberative vote shall have a casting vote.
42 A Member of the Board of Directors shall not vote directly or indirectly in respect of any contract or proposed contract with Police & Community Youth Clubs in which he/she is directly or indirectly interested, or any matter arising thereout and if he/she does so vote his/her vote shall not be counted.
43 (1) Subject to the provisions of paragraph (3) of this Clause, the quorum necessary for the transaction of the business of the Board of Directors shall be five (5) or such other number (but not less than three (3)) as may be determined by the Board of Directors from time to time. (2) If a quorum is not present within half an hour from the time appointed for the meeting the meeting shall stand adjourned to such day and such time and place as the persons present at that time may determine. (3) If at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting: (a) the members present (being not less than three (3)) shall be a quorum; or (b) where a quorum is not present, the meeting shall be dissolved.
44 The continuing Members of the Board of Directors may act notwithstanding any vacancy in the Board of Directors but if and so long as their number is reduced below the minimum number fixed by or pursuant to these Clauses as the necessary quorum of the Board of Directors the continuing Member or Members may act for the purpose of increasing the number of Members of the Board of Directors to that number or of summoning a general meeting of Police & Community Youth Clubs but for no other purpose.
45 The Chairperson shall preside at every meeting of the Board of Directors or if there is no Chairperson or if at any meeting the Chairperson is not present within fifteen (15) minutes after the time appointed for holding the meeting then the members may choose one of their number to be Chairperson of the meeting.
46 The Board of Directors may appoint from among its Members or from other persons who are not Members of such Board as it thinks fit, sub-committees for any purpose whatsoever which from time to time it may think desirable and to delegate to any such sub-committee such powers as it may think fit not being duties imposed on the Board of Directors as the directors of Police & Community Youth Clubs by the Law or the general law.
47 Each sub-committee appointed in accordance with the preceding Clause shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Board of Directors.
48 A sub-committee may elect a Chairperson of its meetings; if no such Chairperson is elected or if at any meeting the Chairperson is not present within fifteen (15) minutes after the time appointed for holding the meeting, the Members present may choose one of their number to be Chairperson of the meeting.
49 A sub-committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the Members of the sub-committee and in the case of an equality of votes, the Chairperson in addition to his/her deliberative vote shall have a casting vote.
50 All members of any sub-committee appointed in accordance with Clause 46 including those members who are not Members of the Board of Directors shall be entitled to vote.
51 All acts done by any meeting of the Board of Directors or a sub-committee or by any person acting as a Member of the Board of Directors shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such Member or person acting as aforesaid, or that the Members of the Board of Directors or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Member of the Board of Directors or the sub-committee.
52 (1) If all the Members of the Board of Directors have signed a document containing a statement that they are in favour of a resolution of the Board of Directors in terms set out in the document, a resolution in those terms shall be deemed to have been passed at a meeting of the Board of Directors held on the day on which the document was signed and at the time at which the document was last signed by a Member of the Board of Directors or if the Members signed the document on different days on the day on which and at the time at which the document was last signed by a Member of the Board of Directors. (2) For the purposes of paragraph (1) two (2) or more separate documents containing statements in identical terms each of which is signed by one or more Members of the Board of Directors shall together be deemed to constitute one document containing a statement in those terms signed by those Members on the respective days on which they signed the separate documents. (3) A reference in paragraph (1) to all the Members of the Board of Directors does not include a reference to a Member who at a meeting of the Board of Directors would not be entitled to vote on the resolution or who at the time when the document was both first and last signed by a Member was not present in Australia.
53 SECRETARY The Secretary shall and in accordance with the Law be appointed by the Board of Directors for such term, upon such conditions as it thinks fit, and any Secretary so appointed may be removed by it.
54 SEAL (1) The Board of Directors shall provide for the safe custody of the seal. (2) The seal shall only be used by the authority of the Board of Directors or of a sub-committee of Members of the Board of Directors authorised by the Board of Directors in that behalf or under a Power of Attorney granted by the Board to senior staff of the Company as nominated by the Board from time to time and for those purposes specified by the Board from time to time. (3) Every instrument to which the seal is affixed shall be signed by a Member of the Board of Directors and shall be countersigned by the Secretary or by a second Member of the Board of Directors or by some other person appointed by the Board of Directors for the purpose.
55 ACCOUNTS The Board of Directors shall cause proper accounting and other records to be kept and shall distribute copies of every profit and loss account and balance sheet (including every document required by law to be attached thereto) accompanied by a copy of the auditor's report thereon as required by the Law provided, however, that the Board of Directors shall cause to be made out and laid before each Annual General Meeting a balance sheet and profit and loss account.
56 The Board of Directors shall from time to time determine in accordance with Clause 9 of the Memorandum of Association at what times and places and under what conditions or regulations the accounting records of Police & Community Youth Clubs shall be open to the inspection of Members and/or Clubs.
57 FUNDS Subject to Clause 3(p) of the Memorandum, the funds of Police & Community Youth Clubs shall be deposited with such bank or financial institution as may be determined by resolution of the Board of Directors at a duly convened meeting, in the name of Police & Community Youth Clubs with any two (2) of the Chairperson, Chief Executive Officer, Secretary or other persons approved of from time to time by the Board of Directors, authorised to operate conjointly thereon. The funds of Clubs shall be kept at such bank or financial institution as may be determined by the Board of Directors.
58 AUDIT (1) Subject to the provisions of Section 324 of the Law and paragraph (2) of this Clause an auditor or auditors shall be appointed and his/her or their duties regulated in accordance with the Law. (2) No person shall be appointed as auditor if the person is a Member of Police & Community Youth Clubs or is a partner, employer or employee of a Member of Police & Community Youth Clubs.
59 NOTICES (1) A notice may be given by Police & Community Youth Clubs to any Member either personally or sending it by post to the Member at his/her registered address, or (if the Member has no registered address within the State) to the address, if any, within the State supplied by the Member to Police & Community Youth Clubs for the giving of notices to such Member. (2) Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and to have been effected in the case of a notice of a meeting on the day after the date of its posting and in any other case at the time at which the letter would be delivered in the ordinary course of post.
60 (1) Notice of every general meeting shall be given in any manner hereinbefore authorised to: (a) every Member except those Members who (having no registered address within the State) have not supplied to Police & Community Youth Clubs an address within the State for the giving of notices to them; (b) every Member of the Board of Directors; and the auditor or auditors for the time being of Police & Community Youth Clubs. (2) No other person shall be entitled to receive notice of general meetings.
61 The provisions of Clause 7 of the Memorandum of Association relating to the winding up or dissolution of Police & Community Youth Clubs shall have effect and be observed as if the same were repeated in these Clauses. INDEMNITY
62 Every Member of the Board of Directors, auditors and Secretary of Police & Community Youth Clubs shall be indemnified out of the assets of Police & Community Youth Clubs against any liability arising out of the execution of the duties of his/her office which is incurred by him/her in defending any proceedings, whether civil or criminal, in which judgment is given in his/her favour or in which he/she is acquitted or in connection with any application under the Law in which relief is granted to him/her by the Court in respect of any negligence, default, breach of duty or breach of trust. POLICE & COMMUNITY YOUTH CLUBS INTERNAL DISPUTES COMMITTEE
63 The Board of Directors shall establish internal disputes policies and procedures and these shall be determined from time to time and shall be specified in the Model Rules. PCYC Constitution 5 June 2000
