CONSTITUTION OF THE AUSTRALIAN KFARSGHAB ASSOCIATION LIMITED
A.C.N 100 139 446
A COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
STATEMENT OF OBJECTS
The Objects for which the Company is established are:
1. To provide facilities and organise functions for the promotion and enhancement of social,
cultural, sporting, educational and religious activities amongst the Kfarsghab community in
Australia and abroad.
2. To provide assistance to charities and other like bodies and/or entities whose prime, if not substantive objective is for the relief of poverty, to cure the sick and to relieve suffering caused by mental and/or physical distress, irrespective of its origin throughout Australia and abroad.
PART 1 – DEFINITIONS
In these Rules:
Company means Australian Kfarsghab Association Ltd.
Committee means the Committee of Management of the Company.
Member means ordinary member.
Secretary means the person holding office under these Rules as Secretary of the Company.
Special general meeting means a general meeting of the Company other than an annual general meeting.
The Act means the Corporations Act 2001.
PART 2 – MEMBERSHIP
2. Membership qualifications
(a) A natural person is only eligible to be a member of the Company if:
i. that person is over the age of 21 years (or unless married); and
ii. is a descendant or married to a descendant whose lineage can be traced to the village of Kfarsghab, situate in the Republic of Lebanon ; and
iii. has paid the admission fee for membership, thereby making that person eligible for listing in the register of members.
(b) A natural person is eligible to become a social member of the Company if:
i. that person is over the age of 21 years (or unless married) and does not qualify for membership under rule 2(a);
ii. has been nominated for social membership of the Company as provided by rule 3;
iii. has been approved for social membership by the Committee of the Company; and
iv. has paid the admission fee for membership, thereby making that person eligible for listing in the register of members.
3. Nomination for social membership
(a) A nomination of a person for social membership of the Company shall be made by a member of the Company in writing in the form set out in Appendix 1 to these Rules and lodged with the Secretary of the Company.
(b) As soon as practicable after receiving a nomination for social membership, the Secretary must refer the nomination to the Committee which is to determine whether to approve or reject the nomination.
(c) The Secretary must, on payment by the nominee of any subscription fee, enter the nominee’s name in the register of members and, on the name being so entered, the nominee becomes a social member of the Company.
4. Cessation of membership
Membership, irrespective of its designation, shall cease upon the person’s death, resignation or expulsion from the Company.
5. Register of members
(a) The Secretary shall establish and maintain a register of members and social members of the Company. The Register shall specify the name and address of each person who is a member or social member of the Company, together with the date on which the person became a member or social member.
(b) The register of members and social members shall be kept at the principal place of administration of the Company and shall be open for inspection upon application by a member, free of charge, at any reasonable hour.
6. Fees and subscriptions
(a) All members and social members shall on admission to membership, pay to the Company an admission fee of $10 (or such other amount as may be determined from time to time by the Committee).
(b) In addition to the admission fee, a member or social member shall pay to the Company an annual membership fee of $10 (or such other amount as may be determined from time to time by the Committee) before 30 June in each calendar year.
7. Member’s liabilities
The liability of a member and social member of the Company to contribute towards the payment of the debts and liabilities of the Company or the costs, charges and expenses of the winding up of the Company is limited to the amount, if any, unpaid by the member in respect of membership of the Company as required by rule 6.
8. Resolution of internal disputes
(a) Disputes between members (in their capacity as members or social members) of the Company, and disputes between members/social members and the Company, are to be referred in the first instance to the Committee with a view to attempting to resolve the dispute within 28 days of such referral. If the dispute cannot be resolved with that period, the Committee may refer the dispute to a mediator, whose decision shall be final.
(b) At least 7 days before a mediation session is to commence, the parties are to exchange statements of the issues that are in dispute between them and supply copies to the mediator.
9. Complaints about members
(a) Upon a complaint being received in writing by the Committee that a member has acted in a manner unbecoming of a member, the Committee shall request a delegation of the Committee to meet and confer with the member with a view to addressing and satisfactorily resolving the complaint, and if the complaint cannot be resolved within 28 days of such meeting then the Committee shall:
(i) cause notice of the complaint to be served on the member concerned;
(ii) give the member at least 14 days from the time the notice is served within which to make submissions to the Committee in connection with the complaint; and
(iii) take into consideration any submissions made by the member in connection with the complaint.
(b) The Committee may, by resolution, expel the member from the Company or suspend the member from membership of the Company if, after considering the complaint and any submissions made in connection with the complaint, it is satisfied that the facts alleged in the complaint have been proved; provided that the Committee may by resolution suspend the member immediately pending the outcome of the above procedure if it considers that the complaint is sufficiently serious.
(c) If the Committee expels or suspends a member, the Secretary must, within 7 days after the action is taken, cause written notice to be given to the member of the action taken and of the reasons given by the Committee for having taken that action.
PART 3 – THE COMMITTEE
10. Powers of the Committee
The Committee is to be called the Committee of Management of the Company and, subject to the Act and these rules and to any resolution passed by the Company in general meeting;
i. is to control and manage the affairs of the Company;
ii. may exercise all such functions as may be exercised by the Company, other than those functions that are required by these rules to be exercised by a general meeting of members
of the Company; and
iii. has power to perform all such acts and do all such things as appear to the Committee to be necessary or desirable for the proper management of the affairs of the Company.
11. Constitution and members of the Committee
(a) Except as provided in rule 14 (relating to the first Office-Bearers and Committee members of the Company), the Committee is to consist of:
i. the Office-Bearers of the Company; and
ii. twenty-five (25) other members,
each of whom is to be elected at the annual general meeting of the Company under rule 15.
(b) The Office-Bearers of the Company are to be:
Two (2) Vice-Presidents
The Treasurer and Assistant Treasurer, and
The Secretary and Assistant Secretary.
(c) The Office-Bearers of the Company are, subject to these rules, to hold office as directors of the Company until the conclusion of the annual general meeting following the date of their election, but are eligible for re-election.
(d) In the event of a casual vacancy occurring in the membership of the Committee, the Committee may appoint a member of the Company to fill the vacancy and the member so appointed is to hold office, subject to these rules, until the conclusion of the annual general meeting next following the date of the appointment.
12. Eligibility requirement for candidate to the Committee
A person is eligible to be nominated as a candidate for election as a member of the Committee of the Company if the person:
i. is or will at the date of the election, be a member of the Company over the age of 25 years (or unless married);
ii. has been or will at the date of the election, be a member of the Company for a least 12 months; and
iii. has been nominated for membership of the Committee of the Company in accordance with rule 15.
13. Eligibility requirements for candidate as Office-Bearers
A natural person is only eligible to be nominated as a candidate for election as an Office-Bearer of the
Company if the person:
i. is or will at the date of the election, be a member of the Company and is over the age of 25 years (or unless married), whose father’s lineage can be traced to the village of Kfarsghab, situate in the Republic of Lebanon;
ii. has been or will at the date of the election, be a member of the Committee of the Company for at least the 2 consecutive years preceding the date of the election;
iii. has been nominated for the position of an Office-Bearer of the Company in accordance with rule 15; and
iv. in the case only of the President of the Company, has not held that position for the three (3) consecutive years preceding the date of the election.
14. First Office-Bearers and members of the Committee
The Office-Bearers and members of the Committee from the date of incorporation of the Company until the date of the first annual general meeting of the Company, shall be those persons whose names are set out in Part A of Appendix 2 of these rules.
15. Election of members of the Committee
(a) Nominations of candidates for election as Office-Bearers or as members of the Committee of the Company shall be:
i. made in writing in the form set out in Appendix 3 to these rules, signed by 2 members of the Company and accompanied by the written consent of the candidate endorsed on the form of the nomination; and
ii. delivered to the Secretary of the Company at least 14 days before the date fixed for the holding of the annual general meeting at which the election is to take place.
(b) If insufficient nominations are received to fill all vacancies on the Committee, the candidates nominated are taken to be elected and further nominations shall be called from the floor at the annual general meeting.
(c) If insufficient further nominations are received at the annual general meeting, any vacant positions remaining on the Committee are to be regarded as casual vacancies.
(d) If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated are deemed to be elected.
(e) If the number of nominations received exceeds the number of vacancies to be filled, a secret ballot is to be held.
(f) The ballot for the election of Office-Bearers and members of the Committee is to be conducted at the annual general meeting in such usual and proper manner as the Committee may direct.
It is the duty of the Secretary to keep minutes of:
i. all the appointments of Office-Bearers and members of the Committee;
ii. the names of members of the Committee present at the Committee meeting or a general meeting; and
iii. all proceedings at Committee meetings and general meetings.
It is the duty of the Treasurer of the Company to ensure:
i. that all money due to the Company is collected and received and that all payments authorised by the Company are made; and
ii. that correct books and accounts are kept showing the financial affairs of the Company, including full details of all receipts and expenditure connected with the activities of the Company.
18. Casual vacancies
For the purposes of these Rules, a casual vacancy in the office of a member of the Committee occurs if a member:
i. dies, or
ii. ceases to be a member of the Company, or
iii. resigns office by notice in writing given to the Secretary, or
iv. is removed from office under rule 19, or
v. becomes a mentally incapacitated person, or
vi. is absent without the consent of the Committee from all meetings of the Committee held during a period of 6 months
19. Removal of member
(a) The Company in general meeting may by resolution remove any member of the Committee from the office of member before the expiration of the member’s term of office and may by resolution appoint another person to hold office until the expiration of the term of office of the member so removed.
(b) If a member of the Committee to whom a proposed resolution referred to in rule 19(a) relates, makes representation in writing to the Secretary or President (not exceeding a reasonable length) and requests that the representations be notified to the members of the Company, the member is entitled to require that the representations be read out at the meeting at which the resolution is considered.
20. Meetings and quorum
(a) The Committee will endeavor to meet at least once a month and not less than once in every two successive months at such place and time as the Committee may determine.
(b) Additional meetings of the Committee may be convened by the President or Secretary of the Company.
(c) Oral or written notice of a meeting of the Committee must be given by the Secretary or Assistant Secretary to each member of the Committee at least 48 hours (or such other period as may be unanimously agreed on by the members of the Committee) before the time appointed for the holding of the meeting.
(d) Notice of a meeting given under rule 20(c) must specify the general nature of the business to be transacted at the meeting and no business other than that business is to be transacted at the meeting, except business which the Committee members present at the meeting unanimously agree to treat as urgent business.
(e) Two thirds of the total number of Committee members (including the Office Bearers) may constitute a quorum for the transaction of the business of a meeting of the Committee.
(f) No business is to be transacted by the Committee unless a quorum is present and if, within a half an hour of the time appointed for the meeting, a quorum is not present, the meeting is to stand adjourned at the same place and at the same hour of the same day in the following week.
(g) If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting is to be dissolved.
(h) Minutes of proceedings at the meeting shall be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting.
PART 4 – GENERAL MEETINGS
21. Annual general meetings
(a) With the exception of the first annual general meeting of the Company, the Company must, at least once in each calendar year and within the period of 5 months after the expiration of each financial year of the Company, convene an annual general meeting of its members.
(b) The Company must hold its first annual general meeting within the period of 18 months after its incorporation under the Act, and within the period of 5 months after the expiration of the first financial year of the Company.
(c) The annual general meeting of the Company is, subject to the Act and to rules 21 (a) and (b), to be convened on such a date and at such place and time as the Committee thinks fit during the month of August in each year. An annual general meeting must be specified as such in the notice convening it.
(d) In addition to any other business which may be transacted at an annual general meeting, the business of an annual general meeting is to include the following:
i. to confirm the minutes of the last preceding annu