GIRL GUIDES WESTERN AUSTRALIA (INCORPORATED)

Transcription

1 GIRL GUIDES WESTERN AUSTRALIA (INCORPORATED) CONSTITUTION April 2014 The mission of Girl Guides Australia is to enable girls and young women to grow into confident, self-respecting, responsible community members.

2 TABLE OF CONTENTS AIMS AND POLICY... 5 Aims... 5 Policy... 5 Promise and Law... 5 DEFINITIONS... 6 ARTICLE Membership of the Association... 8 Associates of the Association... 8 ARTICLE Title and area... 9 ARTICLE Patron... 9 ARTICLE Property and income of the Association... 9 ARTICLE Powers of the Association... 9 ARTICLE Title ARTICLE Functions and powers ARTICLE Chair of State Council ARTICLE Membership ARTICLE Vacancies ARTICLE Meetings of State Council ARTICLE Quorum ARTICLE Voting ARTICLE Termination of membership ARTICLE Title ARTICLE Functions and powers ARTICLE Membership ARTICLE Termination of membership ARTICLE Vacancies ARTICLE Chair ARTICLE Meetings of the Management Committee ARTICLE Quorum Girl Guides Western Australia (Inc) Draft Constitution February 2014

3 ARTICLE Voting ARTICLE Meetings of the Association ARTICLE Chair ARTICLE Quorum ARTICLE Voting at meetings of the Association ARTICLE Common Seal ARTICLE Administration Manager ARTICLE Finance ARTICLE Salaried staff ARTICLE Commissioners, Managers and other State Appointments ARTICLE Appointment card ARTICLE Guide Support Groups ARTICLE Suspension ARTICLE Discharge and termination ARTICLE Disbandment ARTICLE Right of appeal ARTICLE Records, books, documents & securities ARTICLE Notice by Administration Manager ARTICLE Winding up ARTICLE Amendment of the Constitution Girl Guides Western Australia (Inc) Constitution April

4 BACKGROUND A. King George the Fifth by Royal Charter dated the fourteenth day of December 1922 was pleased to ordain that the persons named in the Charter should be one body corporate and politic by the name of The Girl Guide Association with power (inter alia) to form local Councils, Committees or branches in all parts of His Majesty's Dominions and elsewhere. B. There was formed in Western Australia a local branch of The Girl Guide Association which was known as The Girl Guides Association Western Australia (Incorporated) and is now known as Girl Guides Western Australia (Incorporated), ( the Association"). C. The Girl Guide Association by deed made on 11 January 1962 provided that the Western Australian Branch Association should be at liberty to make such constitution for the management of its affairs as it should in its discretion think fit. D. The Girl Guides Association of Australia was incorporated for the purpose of linking the Associations of the States and Territories of Australia in matters of common concern and interest and is now known as Girl Guides Australia, a company limited by guarantee. E. Acting in accordance with the aims and principles of the World Association of Girl Guides and Girl Scouts and of Girl Guides Australia (Incorporated), the Association has now become an independent association within the framework of Girl Guides Australia. F. The Association is governed by a State Council and has its affairs managed and regulated by a Management Committee appointed by the State Council. G. The business of the Association is conducted through its office in Perth, Western Australia. H. For administrative and volunteer management purposes Units within specified geographical boundaries are grouped into Districts and the Districts within specified geographical boundaries are grouped into Regions. BY THIS CONSTITUTION the Association makes the following provisions for the control and management of its affairs in place of the Constitution currently in force. 4 Girl Guides Western Australia (Inc) Draft Constitution February 2014

5 AIMS AND POLICY Aims The Association is a self-governing member of Girl Guides Australia which as the national body is a full member of the World Association of Girl Guides and Girl Scouts. The World Association of Girl Guides and Girl Scouts is a worldwide voluntary organisation which promotes and encourages the development of girls and women as responsible community members through a program of activities and service and a commitment to the Guide Promise and Law and to the principles as laid down by the Founder the Right Honourable Lord Baden-Powell of Gilwell, OM, GCMG, GCVO, KBE, LLD. The Association seeks to encourage international goodwill and understanding by establishing friendly contacts with girls and women of other nations. Policy Membership of the Association shall be open to all girls and women of every religious affiliation and circumstance. The religious needs of all shall be respected. The Association is independent of any political organisation and does not support any political party. The direction and control of the Association shall be in accordance with this Constitution. Promise and Law The Promise and Law are as stated below or the current wording approved by Girl Guides Australia. "The Promise I promise that I will do my best To be true to myself and develop my beliefs To serve my community and Australia And live by the Guide Law "The Law As a Guide I will strive to: Respect myself and others Be considerate, honest and trustworthy Be friendly to others Make choices for a better world Use my time and abilities wisely Be thoughtful and optimistic Live with courage and strength Badge The Promise Badge of Girl Guides Western Australia is the Promise Badge of Girl Guides Australia and contains a trefoil. Girl Guides Western Australia (Inc) Constitution April

6 DEFINITIONS The following definitions shall apply unless inconsistent with the context or the current wording approved by Girl Guides Australia: The Girl Guides Association Act Administration Manager Adult Member Appeal Committee Associate Association Common Seal District Manager Girl Guide or Guide Guide Support Group Honorary Treasurer Leader Management Committee The Girl Guides Association Incorporated by Royal Charter dated 14 December The Associations Incorporation Act 1987 (WA) and subsequent amendments thereto. The Administration Manager of Girl Guides Western Australia (Incorporated). A Member of the Association aged eighteen years or more. A committee constituted to hear an appeal by an aggrieved Member. A former uniformed Member or member of the public who pays an annual fee. Girl Guides Western Australia (Incorporated). The common seal of Girl Guides Western Australia Inc. The Manager of a district made up of several units. A girl or a woman who has made the Promise or is working towards it. A Guide support group formed in Western Australia in accordance with the principles laid down by Girl Guides Australia. The Honorary Treasurer of Girl Guides Western Australia (Incorporated). An appointed leader of a Unit or a geographical area. The Management Committee of the State Council of Girl Guides Western Australia (Incorporated). 6 Girl Guides Western Australia (Inc) Draft Constitution February 2014

7 Member Movement Olave Program Committee Region Manager Regulation Seal Standing Sub-Committee of Management Committee State Manager, Coordinator, Chair or Consultant State Commissioner State Council Trefoil Guild Uniformed Member Unit Youth Member Membership of the Association is voluntary and is granted to any female who has made the Promise, or who is working towards making the Promise, or who accepts the principles and beliefs of Guiding and who has paid an annual fee as determined by the Management Committee. Such membership is inclusive and open to all females regardless of ability, culture, language or religious affiliation. The Girl Guide and Girl Scout Movements generally throughout the world. An elected council of Members of the Association between 18 and 29 years inclusive. The representative of the Association in the region to which she is appointed. A regulation prescribed by resolution of the Management Committee and State Council. Has the same meaning as Common Seal. A committee appointed by the Management Committee to assist with the business of the Association. The person for the time being appointed by the State Council to administer an area of responsibility within the Association. The person for the time being appointed by the State Council to implement the aims of Girl Guides Australia within the State. The State Council of Girl Guides Western Australia (Incorporated). An organisation within the Association for Members who, on ceasing to be actively involved in units or the administration thereof, wish to remain in the Association. A Member who is entitled to wear the uniform of Girl Guides Australia. A registered group of Youth Members participating in the program of the Association. A Member of the Association aged five to seventeen years inclusive. Girl Guides Western Australia (Inc) Constitution April

8 ARTICLE 1 Membership of the Association 1.1 The Members and Associates of the Association shall be bound by this Constitution and any by-laws duly made under it and shall accept the principles and methods of the Girl Guide Movement as set out in the handbooks written by the Founder Lord Baden Powell of Gilwell and in subsequent official books of the Movement. 1.2 The Association shall keep and maintain in an up to date condition a register of the Members and Associates of the Association and their postal or residential addresses. 1.3 Upon the written request of a member of the Association, the Association shall make the register available for the inspection of the Members and the Member may make a copy or take an extract from the register but shall have no right to remove the register for that purpose. 1.4 Membership of the Association is voluntary and is granted to any female who has made the Promise, or who is working towards making the Promise, or who accepts the principles and beliefs of Guiding and who has paid an annual fee as determined by the Management Committee. Such membership is inclusive and open to all females regardless of ability, culture, language or religious affiliation. 1.5 The Association may admit to membership females actively participating in the State Council, the Management Committee, a Standing Sub- Committee of the Management Committee, Trefoil Guild, Guide Support Group and others supportive of the Association. 1.6 Not more than twenty-five (25) Life Members of the Association shall be appointed by the State Council on the recommendation of the Management Committee. Associates of the Association 1.7 Any number of persons without voting rights being Heads of Government and persons holding office in civic, church and educational authorities and organisations as the State Council may from time to time nominate. These persons shall be Honorary Associates by virtue of and during the term of the offices held by them. 1.8 Persons without voting rights who wish to maintain an interest in the Association and who have paid the annual subscription as laid down from time to time by the Management Committee may become Associates of the Association. Associates appointed to a particular forum (e.g. State Council, Management Committee, Standing Sub-Committees of the Management Committee or a Guide Support Group) may actively participate with voting rights in that forum but not at a meeting of the Association. 8 Girl Guides Western Australia (Inc) Draft Constitution February 2014

9 ARTICLE 2 Title and area The name of the Association shall be Girl Guides Western Australia (Incorporated) and the area to be administered shall be the State of Western Australia and any Territories which may be placed under the administration of the Association by the Board of Girl Guides Australia. ARTICLE 3 Patron The Patron of the Association, subject to her acceptance of the office, shall be the Governor of the State of Western Australia if that person is a woman and if not, the wife of the Governor of the State of Western Australia for the time being. If such person shall be unable to accept or continue in office or if there is no such person the State Council in consultation with the Management Committee shall appoint an alternative Patron. ARTICLE 4 Property and income of the Association 4.1 All real and personal property held by any person or group for and on behalf of the Association shall be vested in and held by the Association subject to any trusts that may affect that property. 4.2 The property and income of the Association shall be applied solely towards the promotion of the Association and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to Members of the Association, except in good faith in the promotion of those objects or purposes. ARTICLE 5 Powers of the Association The Association shall have power: 5.1 To form Girl Guide units and to admit to membership girls and women who have made the Promise or are working towards making the Promise. 5.2 To take all such measures necessary to provide and maintain an enjoyable and purposeful program for Girl Guides as provided for in current documents of Girl Guides Australia. 5.3 To publish and sell or distribute information for the purpose of stimulating interest in promoting the objects of the Association and to take all other measures which may seem necessary for providing and maintaining an efficient organisation for the purposes of the Association. 5.4 To exercise all the powers, rights and duties conferred by sections 11 and 13 of the Associations Incorporation Act 1987 including, without limitation, the power to: (a) purchase, take on lease, hire or otherwise acquire and hold any lands, buildings, easements, patents, trademarks and any other real or personal property and to construct, provide, maintain, repair and Girl Guides Western Australia (Inc) Constitution April

10 (b) (c) (d) alter any building, hall, equipment, plant or thing which may from time to time be thought necessary or desirable; manage, improve, sell, lease, mortgage or otherwise deal with or dispose of any real or personal property of the Association; borrow or raise money with or without security for any of the purposes of the Association; open and operate bank accounts; (e) invest money of the Association - (i) (ii) in any security in which trust moneys may be invested, or in any other manner authorised by Girl Guides Australia. 5.5 To receive and accept donations, endowments and gifts of money, land, hereditaments, stocks, shares, securities and any other assets whether or not subject to any special trusts or conditions. 5.6 To form Guide Support Groups or committees and to delegate to any such Guide Support Groups or committees any powers or duties as may from time to time be thought desirable. 5.7 To acquire, take over and accept from any Guide Support Group, individual or entity of whatsoever nature, whether or not associated with the Association, any assets of whatever kind held in trust and to undertake and perform any trust or conditions affecting any of such assets and to give a valid receipt and indemnity for and in respect of the transfer and handing over of the same to the Association. 5.8 To assist past or present Girl Guides in any manner thought desirable and to form, contribute to and administer special funds for that purpose. 5.9 To make and carry out any arrangement for joint activities or cooperation with any other society or body carrying on work similar to that of the Association To enter into any arrangements with any education authority, local municipal, state or Australian government or other authority, person or body for the benefit of the Movement To grant and pay or continue to pay salaries, pensions, gratuities, or other sums in recognition of services rendered to or on behalf of the Association to any person or entity at any time or times. Those payments and the timing of those payments shall be in the absolute discretion of the Association To continue to be a Member of Girl Guides Australia and to perform the duties of a Member as set out in the constitution of that body. To pay such annual subscriptions as may be prescribed and to co-operate with Girl Guides Australia through the Board of Girl Guides Australia according to the terms of membership of the World Association of Girl Guides and Girl Scouts To do all such other acts and things as may be deemed incidental or conducive to the attainment of any of the purposes of the Association or the exercise of any of its powers. 10 Girl Guides Western Australia (Inc) Draft Constitution February 2014

11 ARTICLE 6 Title STATE COUNCIL There shall be a Council called the State Council of Girl Guides Western Australia (Incorporated). ARTICLE 7 Functions and powers 7.1 The State Council working with the Management Committee shall exercise the powers as conferred by Article 5 and which may be conferred upon it by this Constitution. It is the vision and policy setting body and shall direct the general policy of and exercise general supervision over the affairs of the Association. 7.2 The State Council shall have the power to make and enact policy decisions as it may deem necessary provided that such decisions are within the general spirit of the Movement as established by the Founder Lord Baden-Powell of Gilwell, and provided also that such decisions are in accord with the policies of Girl Guides Australia. ARTICLE 8 Chair of State Council 8.1 The Chair of the State Council shall be a Member, or prepared to become a Member, of the Association. She is appointed by a joint meeting of State Council and the Management Committee from a short list of nominations presented by the State Commissioner after consultation with the Management Committee. 8.2 A Deputy Chair shall be elected by State Council from amongst its members at the first meeting of each calendar year and will hold that position for twelve months or until a new Deputy Chair is elected. ARTICLE 9 Membership 9.1 (a) The State Council shall consist of ex-officio members who shall be: The Chair The Honorary Treasurer The State Commissioner The Assistant State Commissioners (non-voting) The State Commissioner designate (when elected) The Administration Manager (non-voting) Girl Guides Western Australia (Inc) Constitution April

12 (b) (c) The immediate past State Commissioner and the immediate past Assistant State Commissioners until the AGM following their retirement (non-voting) Elected Members (voting): Three Unit Leaders, one of whom must be aged under 30 years of age at the time of their appointment, elected by secret ballot of Adult Members. A Region Manager elected by the Region Managers to be their representative A member aged between 18 and 29 years inclusive who is not a Unit Leader and is elected by Members in that age group. Such members shall serve for a period of three (3) years and at the end of that term may be eligible for one further term of two (2) years if mutually agreed. This member may only nominate for election again following a break of no less than two (2) years. Appointed members (voting) Two interested members of the public appointed as required by State Council for a non-renewable period of two years. 9.2 If a member referred to in Article 9.1(b) becomes an ex-officio member of the State Council under Article 9.1(a) the person shall no longer be deemed a member under Article 9.1(b). The person so becoming an exofficio member of State Council shall remain a member of State Council so long only as the person retains ex-officio status. If such a Council member has served three (3) or less years as an elected member prior to becoming an ex-officio member, she shall upon termination of her ex-officio membership be eligible for re-election in her own right only after a break of no less than twelve (12) months. ARTICLE 10 Vacancies If a casual vacancy of an Elected Member occurs, State Council may appoint an interim replacement until a new substantive appointment is made. ARTICLE 11 Meetings of State Council 11.1 Ordinary The State Council shall meet at least six times a year including both face to face and meetings held using electronic communication or as often as the said State Council and/or its Management Committee shall deem necessary. At least seven (7) days notice of the meeting and of the time and place of it and of the business to be transacted at the meeting shall be given by the Administration Manager to all members of the State Council. 12 Girl Guides Western Australia (Inc) Draft Constitution February 2014

13 11.2 Extraordinary An extraordinary meeting of the State Council may be called by any five (5) Members of State Council who sign a requisition instructing the Administration Manager to call a meeting. Should the Administration Manager fail to call the meeting within fourteen (14) days such five (5) Members may themselves convene a meeting. The object of such meeting shall be clearly set forth in the notice issued and at least fourteen (14) days notice of the time and place of it shall be given to each member of the State Council Attendance at Meetings (a) (b) ARTICLE 12 Quorum The Chair of the State Council shall have the power to invite to a meeting of the State Council any person who may be able to assist or advise the State Council provided that in no circumstances shall a person so invited be entitled to vote. The Chair of any committee of the Association may request permission for himself or herself or his or her nominee to attend a meeting of the State Council provided that in no circumstances shall such a person be entitled to vote. At a meeting of the State Council the quorum shall be one-half of the voting members plus one. Attendance may be face to face or via concurrent electronic communication. ARTICLE 13 Voting 13.1 Voting at a Meeting Each member of the State Council present in person or via concurrent electronic communication and entitled to vote shall have one (1) vote. With all decisions, the Chair shall have a casting vote as well as the vote to which she is entitled as a member of the State Council. No member shall be entitled to vote by proxy Voting outside a Meeting Members of State Council shall have the ability to conduct a vote outside a scheduled meeting, using written communication. Voting will be done to a resolution set by the Chair and completed by the members within a set timeframe. If a member does not respond within the set timeframe, then they forfeit the right to vote on that resolution. ARTICLE 14 Termination of membership A member of the State Council shall cease to be a member: Girl Guides Western Australia (Inc) Constitution April

14 14.1 If by notice in writing to the State Council he or she resigns If for a period of six months and without leave of absence he or she has taken no part in meetings of the State Council and there are no exceptional circumstances If the State Council by a majority of two-thirds of members present and voting at a meeting duly convened in accordance with Article 11 and at which the matter has been included in the circulated agenda shall resolve that such member retire If an ex-officio member resigns or the term of office is completed then the member shall automatically cease to be a member of State Council. If an elected member representing a group within the Association resigns from that group or the term of office within that group is completed the member shall automatically cease to be a member of State Council. ARTICLE 15 Title MANAGEMENT COMMITTEE There shall be a Management Committee responsible to the State Council which shall be called the Management Committee of the State Council. ARTICLE 16 Functions and powers 16.1 The Management Committee shall direct the ongoing and daily operations of the Association in accordance with policy as established by State Council. Subject to the general supervision of the State Council and to the provisions of this Constitution the Management Committee shall control and manage the affairs of the Association and shall exercise all such powers including the power of delegation and do all such acts and things as may be exercised or directed by the State Council Subject to the provision of the Act and this Constitution the Management Committee shall acquire administer and dispose of the funds, property, investments, bank accounts and other assets of the Association, provided however that the Management Committee shall not exercise any of its powers aforesaid in relation to real property except in accordance with a resolution approved by two-thirds of the total membership of the Management Committee and State Council present and voting by secret ballot The Management Committee shall cause to be prepared an annual report of the work done by the Association during the preceding year for submission to the Association at its Annual General Meeting The Management Committee shall examine the audited annual accounts submitted to it by the Honorary Treasurer prior to their presentation to the Association at the Annual General Meeting. 14 Girl Guides Western Australia (Inc) Draft Constitution February 2014

15 16.5 (a) The Management Committee shall appoint Standing Sub- Committees and may delegate any of its powers to such committees and may appoint sub-committees for specific purposes. (b) (c) ARTICLE 17 Membership Standing Sub-Committees and sub-committees shall conform to any Regulation that may from time to time be prescribed by resolution of the Management Committee and State Council. The State Commissioner shall be an ex-officio member of each Standing Sub-Committee of the Management Committee and may attend or nominate a representative from the Management Committee to attend any other committee on an ex-officio basis. The period and conditions of such attendance shall be determined by the State Commissioner. The Management Committee shall consist of the following members: (a) (b) The State Commissioner The Assistant State Commissioners (non-voting) The Honorary Treasurer The Chair or Deputy Chair of every standing sub-committee of the Management Committee. The Chair of the Olave Program Committee. The Administration Manager (non-voting) The State Commissioner designate (non-voting) A Region Manager representative. The Region Manager representative, who is not the representative on State Council, shall be elected biennially from all Region Managers by secret ballot at a meeting of Region Managers. A deputy shall be elected at the same time and for the same period to attend meetings when the elected Region Manager is unable to attend. ARTICLE 18 Termination of membership A member of the Management Committee shall cease to be a member: a) If by notice in writing to the Management Committee the member resigns or changes his or her position by reason of which the member was elected or appointed to the Management Committee or the term of office expires. b) If the State Council by a majority of two-thirds of members present and voting at a meeting duly convened in accordance with Article 11 and at which the matter has been included in the circulated agenda shall resolve that such member retire. c) If for a period of three (3) months and without leave of absence a person has not attended meetings nor taken part in activities of the Management Girl Guides Western Australia (Inc) Constitution April

16 Committee and there are no exceptional circumstances to be considered this matter will be referred to State Council for determination. ARTICLE 19 Vacancies If a casual vacancy on the Management Committee occurs, the Management Committee shall appoint an interim replacement until a new substantive appointment is made. ARTICLE 20 Chair 20.1 The State Commissioner may be the Chair of the Management Committee or if she prefers not to undertake this position the Management Committee shall elect a Chair for a specified period. At the first Management Committee meeting of each calendar year the Management Committee shall elect a Vice-Chair for the ensuing period of twelve (12) months In the absence of the Chair from a meeting the Vice Chair shall preside over the meeting. Should both the Chair and the Vice Chair be absent from a meeting a Chair for that meeting only shall be elected from amongst those present. ARTICLE 21 Meetings of the Management Committee 21.1 Ordinary The Management Committee shall meet face to face or via electronic communication at such times and places as it may determine but not less than ten (10) times per calendar year. At least fourteen (14) days notice of meeting and at least five (5) days notice of the business to be transacted at the meeting shall be given by the Administration Manager to the members of the Management Committee Special Meeting A special meeting of the Management Committee shall be called by the Administration Manager at the request in writing of the State Commissioner or of any three (3) members of the Management Committee. At least fourteen (14) days notice of the special meeting and of the time and place of it and the business to be transacted at the meeting shall be given in writing by the Administration Manager to the members of the Management Committee Attendance at meetings a) The Chair of the Management Committee shall have the power to invite to a meeting of the Management Committee any person who may be able to assist or advise the Committee provided that in no circumstances shall a person so invited be entitled to vote. b) The Chair of any committee of the Association may request permission for himself or herself or his or her nominee to attend a meeting of the Management Committee to discuss matters relative to 16 Girl Guides Western Australia (Inc) Draft Constitution February 2014

17 ARTICLE 22 Quorum that committee provided that in no circumstances shall such a person be entitled to vote. At a meeting of the Management Committee a quorum shall consist of one-half of voting members plus one. Attendance may be face to face or via concurrent electronic communication. ARTICLE 23 Voting Each member of the Management Committee present and entitled to vote shall have one (1) vote. At all meetings the Chair shall have a casting vote as well as the vote to which he or she is entitled as a member of the Management Committee. No member of the Management Committee shall be entitled to vote by proxy. ARTICLE 24 Meetings of the Association 24.1 Annual General Meeting THE ASSOCIATION The Annual General Meeting shall be open to all Adult Members and Associates of the Association and shall be held at such time and place as shall be determined by the Management Committee and shall be held within four (4) months of the end of the Association s financial year, unless an extension of time has been granted on application to the appropriate Government Department. At least twenty-eight (28) days' notice of the meeting and of the time and place of it and of the business to be transacted at the meeting shall be given by the Administration Manager to all Adult Members and Associates of the Association. The business at the Annual General Meeting of the Association shall be: a) To declare appointed a Chair of the Annual General Meeting as provided in Article 25. b) To receive and consider the Annual Report submitted by the Management Committee. c) To receive and consider the Balance Sheet and Account and Auditors' Report submitted by the Honorary Treasurer. d) To declare elected and/or appointed members of the State Council as provided in Article 9.1 (b) & (c). e) To appoint an honorary auditor who is independent of the Association. f) To appoint such honorary professional consultants as may be deemed necessary. Girl Guides Western Australia (Inc) Constitution April

18 If it is desired to bring any other business before the Annual General Meeting such matters shall be deemed special business and shall be notified in writing to the Administration Manager at least thirty five (35) days before the date fixed for such meeting. If there is any such special business the Administration Manager shall not less than twenty-eight (28) days before the date of the Annual General Meeting send a notice giving particulars of the special business to each Member of the Association General Meeting a) A General Meeting of the Association shall be open to all Adult Members and Associates of the Association. b) A General Meeting shall be held when required, for example to rescind, adopt or amend the Constitution. At least twenty-eight (28) days notice in writing of such meeting and time and place of it and of the business to be transacted at the meeting shall be sent to each Adult Member and Associate of the Association Extraordinary Meeting An extraordinary meeting of the Association may be called by any fifty (50) Adult Members who sign a requisition instructing the Administration Manager to call a meeting. Should the Administration Manager fail to call the meeting within twenty-eight (28) days such fifty (50) Members may themselves convene a meeting. The object of such meeting shall be clearly set forth in the notice issued and at least twenty eight (28) days notice of the time and place of the meeting shall be given to each Adult Member and Associate of the Association. ARTICLE 25 Chair The Chair of State Council shall chair any meeting of the Association provided that when the Chair of State Council is unable or unwilling to act as chair the Deputy Chair of State Council may be appointed by the meeting to act in that capacity. ARTICLE 26 Quorum 26.1 For the Annual General Meeting of the Association the quorum shall be double the full potential voting membership of a combined State Council and Management Committee meeting plus one For a general meeting of the Association the quorum shall be double the full potential voting membership of a combined State Council and Management Committee meeting plus one For an extraordinary meeting of the Association the quorum shall be one hundred and one (101) Adult Members. 18 Girl Guides Western Australia (Inc) Draft Constitution February 2014

19 ARTICLE 27 Voting at meetings of the Association Each Adult Member of the Association present in person shall have one vote. The Chair shall have a casting vote as well as any vote to which she is entitled as a Member of the Association. No Member of the Association shall be entitled to vote by proxy. ARTICLE 28 Common Seal The Association shall have a Common Seal and the Management Committee shall provide for the safe custody of it and the Seal shall only be used with the authority of the Management Committee currently given and in the presence of at least two of the persons authorised by the Management Committee to use the Seal for the purposes of sections 10 and 14 of the Associations Incorporation Act 1987 who shall sign the instrument to which the Seal is affixed and every such instrument shall be countersigned by the Administration Manager or some other person appointed for that purpose by the Management Committee. Each use of the Seal shall be documented in a book kept for that purpose by the Administration Manager. ARTICLE 29 Administration Manager STAFF AND VOLUNTEER ROLES 29.1 The Administration Manager shall be appointed by the Management Committee for such term and under such conditions as the Management Committee shall determine The Administration Manager shall cause to be kept minutes of all meetings of the Management Committee and the State Council and shall perform such duties as may be required in accordance with this Constitution and as allocated by the Management Committee During the absence of the Administration Manager the Management Committee may appoint an Acting Administration Manager. The appointment shall be for such term and under such conditions as the Management Committee shall determine. ARTICLE 30 Finance 30.1 An Honorary Treasurer shall be appointed by the State Council on the recommendation of the Management Committee to hold office for a term up to three (3) years with an option, if mutually agreed, for a further two (2) years The Honorary Treasurer shall in accordance with sections 25 and 26 of the Associations Incorporation Act 1987 (WA) a) cause to be kept: Girl Guides Western Australia (Inc) Constitution April

20 (i) such accounting records as correctly record and explain the financial transactions and financial position of the Association; (ii) accounting records in such manner as will enable true and fair accounts of the Association to be prepared from time to time; and (iii) accounting records in such manner as will enable true and fair accounts of the Association to be conveniently and properly audited. b) submit to the Annual General Meeting of the Association, audited accounts showing the financial position of the Association at the end of the immediate preceding financial year The Management Committee shall develop procedures for the authorisation and payment of accounts to ensure that there is effective security for and properly authorised use of cheques and other forms of payment. ARTICLE 31 Salaried staff 31.1 The Management Committee shall have power to appoint or dispense with the services of any paid staff and to determine their duties and fix their emoluments No employee of the Association shall be eligible to be a member of the Management Committee or the State Council with the exception of the Administration Manager who is non-voting. The Management Committee and State Council may make a further exception for volunteers who are engaged by the Association to complete short-term projects on behalf of the Association. ARTICLE 32 Commissioners, Managers and other State Appointments 32.1 State Commissioner a) A State Commissioner shall be appointed by resolution of a combined meeting of State Council and the Management Committee for a term of up to three (3) years with an option of a further two (2) years, if mutually agreed between the State Commissioner and the State Council and the Management Committee. b) The appointment may be terminated at any time by a resolution of a combined meeting of State Council and the Management Committee. Voting shall be by secret ballot of those present and voting. c) When the office of State Commissioner is about to become or becomes vacant, the Administration Manager shall call for nominations from the Adult Members of the Association for this position. Nominations must be with the consent of the nominee and the nominee must have made or be willing to make the Promise. 20 Girl Guides Western Australia (Inc) Draft Constitution February 2014

21 d) In the case of only one nomination or no nomination, the nomination period will be extended by twenty-eight (28) days. If there should still be only one nomination a ballot shall be held as in Article 32.1 (e). e) In the event of there being more than one nomination received an election shall be held at a specially convened meeting of not less than two thirds of the voting members of the State Council and the Management Committee who shall elect its nominee by secret ballot of those present and voting. f) The successful nominee must make the Promise prior to or at the same time as she assumes office as State Commissioner. g) In the event of the State Commissioner being unable to act for a limited period the Management Committee shall appoint an Acting State Commissioner to act in her place and notify State Council accordingly. h) In the event of the State Commissioner ceasing to hold office the Management Committee shall appoint an Acting State Commissioner pending appointment by State Council and the Management Committee in accordance with Article 32.1 (a), (c), (d) and (e) Assistant State Commissioners a) There shall be up to three (3) Assistant State Commissioners, such Assistant State Commissioners shall be nominated by the State Commissioner and appointed by the Management Committee. b) When the appointment of the State Commissioner terminates for any reason the appointments of her Assistant(s) shall thereupon terminate also State Managers and other State Appointments State Managers and other State appointments shall be recommended by the State Commissioner for appointment by the State Council for a term of up to three (3) years with an option if mutually agreed, of a further two (2) years Region Managers shall be recommended by the State Commissioner for appointment by the Management Committee Assistant Region Managers and Assistants to other State Appointments a) Any State Manager, Region Manager or other State appointee may if she thinks fit appoint a person to act as her assistant but such appointment shall not be effective until confirmed by the Management Committee. b) When the appointment of a State Manager, Region Manager or other State appointee terminates for any reason the appointment of her assistant shall thereupon terminate also District Managers and Assistant District Managers a) District Managers may be appointed by Region Managers to assist them with the administration of a number of units within their region. Girl Guides Western Australia (Inc) Constitution April

22 32.7 Duties ARTICLE 33 Appointment card b) Any District Manager may, if she thinks fit, appoint an assistant. The Region Manager retains the discretion to confirm such an appointment. c) When the appointment of a District Manager terminates for any reason, the appointment of the assistant terminates also. a) The duties of State Managers and other State appointees shall be determined by the Management Committee from time to time. b) The duties of Region Managers and District Managers shall be those laid down by Girl Guides Australia An appointment card signed by the State Commissioner shall be issued by the Management Committee or the Region Manager when given that authority by the Management Committee All appointment cards, certificates and letters of appointment shall remain the property of the Association and be returnable to it on written demand being made by the Administration Manager on behalf of the Management Committee. ARTICLE 34 Guide Support Groups 34.1 Guide Support Groups may be formed by the Management Committee or subject to the consent of the Management Committee by Region Managers or District Managers Such Guide Support Groups shall be controlled by and be responsible to the Management Committee and shall comply with all Regulations as prescribed by resolution of the Management Committee and State Council The Management Committee may authorise Region Managers or District Managers to control such Guide Support Groups and upon authorisation the Region Manager or District Managers so authorised shall exercise all the powers of the Management Committee with respect to such Guide Support Groups subject to such restrictions that the Management Committee may see fit to impose. ARTICLE 35 Suspension 35.1 The State Commissioner may at her discretion, upon proof which she may consider sufficient, suspend the appointment of any Member of the Association pending confidential enquiry by the Management Committee. 22 Girl Guides Western Australia (Inc) Draft Constitution February 2014

23 35.2 Suspension may occur when the State Commissioner is of the opinion that a Member: a) Has wilfully acted in a manner prejudicial to the interests of the Association; or b) Has refused or neglected to comply with the provision of this Constitution The State Commissioner must refer all the details of the suspension to the next Management Committee meeting for their consideration The State Commissioner must advise the Member within fourteen (14) days in writing of the suspension, the reason for the suspension and that the matter has been referred to the Management Committee The State Commissioner invites the Member to a meeting or to provide a written statement responding to the reasons for the suspension The Member has the right of appeal under Article 38. ARTICLE 36 Discharge and termination 36.1 The Management Committee shall have power to discharge or terminate the appointment or membership of any Member of the Association The Administration Manager must notify the Member in writing giving fourteen (14) days notice of the Management Committee meeting where the suspension will be considered. The notice must: a) Set out the date, place and time of that meeting; and b) The reason for the meeting; and c) Inform the Member that the Member may do all or any of the following: (i) (ii) (iii) attend and speak at the meeting; be represented at no expense to the Association; submit to the Management Committee at or prior to the date of that meeting written representations relating to the situation The Management Committee shall have power to discharge or terminate the appointment or membership of the Member if a resolution to this effect is passed by a two thirds majority of those present and voting at the meeting All voting shall be by secret ballot The Member has the right of appeal under Article 38. ARTICLE 37 Disbandment 37.1 The Management Committee shall have power to disband any Unit or Guide Support Group provided however that this power shall not be exercised except by resolution carried at a meeting of the Management Girl Guides Western Australia (Inc) Constitution April

24 Committee and confirmed, by a two thirds majority of those present and voting by secret ballot, at the next meeting of the Management Committee In the event of a Unit or Guide Support Group being disbanded, going into recess or otherwise ceasing to function as an active body the property of such Unit or Guide Support Group shall be deemed to belong to the Association. Such property shall be dealt with at the discretion of the Management Committee. ARTICLE 38 Right of appeal 38.1 Any Member of the Association aggrieved by any decision or action taken by any other Member or committee of the Association, has the right of appeal to the State Council within one calendar month from the date of such decision or action The notice of appeal shall state the grounds of appeal. The notice of appeal shall be forwarded to the Administration Manager who shall cause the appeal to be dealt with within three calendar months from the receipt of the notice Until the determination of the appeal, any decision appealed against shall remain in full force and effect The State Council may refer an appeal to an independent Appeal Committee appointed by the State Council for deliberation of the appeal. One Member of the appeal committee must be a Member of the State Council Any person appealing shall be entitled to appear before and be heard by the State Council or the Appeal Committee dealing with the appeal The findings of the Appeal Committee shall be reported to the State Council for its decision The decision of the State Council, by secret ballot, shall be final and binding. ARTICLE 39 Records, books, documents & securities 39.1 The Management Committee shall cause a record to be kept of all registrations of all appointments issued or cancelled or any awards given, any real property held and of any other matters which the Management Committee may from time to time see fit The Management Committee shall provide for the safe custody of all records, books, documents and securities of the Association Upon the written request of a Member of the Association, the Association shall make such records and documents of the Association as are requested available for the inspection of the Members and the Member may make a copy or take an extract from the relevant records and documents but shall have no right to remove the records and documents for that purpose. 24 Girl Guides Western Australia (Inc) Draft Constitution February 2014

25 ARTICLE 40 Notice by Administration Manager Any notice required to be given by this Constitution shall be deemed to have been received by the person to whom it is directed on the fifth day following that upon which such notice is posted or despatched to the last known address of that person or such extended time as may be decided upon from time to time by the Administration Manager notwithstanding actual non delivery of the notice. ARTICLE 41 Winding up 41.1 The Association shall be wound up voluntarily only in accordance with the Act If on the winding up or dissolution of the Association there remains after the satisfaction of all debts and liability any property whatsoever the same must not be paid to or distributed amongst Members of the Association or any other natural person but must be given or transferred to an association incorporated under the Act having similar objects, the objects of which prohibit distributions to its members The choice of the institution referred to in clause 41.2 must be determined by the Management Committee at its last meeting before the time of dissolution. ARTICLE 42 Amendment of the Constitution 42.1 Any proposed amendment of this Constitution shall be made by special resolution on the recommendation of the State Council to the Association at a general meeting convened for the purpose in accordance with the provision of Article A special resolution to amend this Constitution shall be adopted if it is approved by three-quarters of the Members of the Association present and voting at the said general meeting Notice of the proposed amendments shall be received by the Administration Manager not less than six (6) weeks prior to the said general meeting Any amendment of this Constitution shall be notified in writing to Girl Guides Australia within four weeks of its adoption. This Constitution was: Adopted at a Special General Meeting on the 19th day of July Amended at a Special General Meeting on the 25th day of March Amended at a Special General Meeting on the 13th day of June Amended at a Special General Meeting on the 11th day of September Girl Guides Western Australia (Inc) Constitution April