The Constitution of SACAS Incorporated

 

Constitution of SACAS Incorporated

 

 

Contents

Clause

Title

1.

Name and Logo

2.

Vision and Mission

3.

Objectives

4.

Membership

5.

Subscriptions and Fees

6.

Management

7.

Executive Board

8.

Membership of the Executive Board

9.

Project Committees

10.

Communication

11.

Elections

12.

General Meetings

13.

Officers of SACAS

14.

Books of Account and Record

15.

Amendments to Constitution

16.

Interpretation

17.

Winding Up

 

1. Name and Logo

1.1           The Name of the Association will be “South Australian Chinese Adoption Support”, hereinafter referred to as “SACAS”.

 

1.2           The SACAS Logo will incorporate three elements including the Chinese Character for Adoption, a Lady-Bug and a Red Thread.  The Lady-Bug is used as a sign of good fortune within the Chinese Adoption Community worldwide.  The Red-Thread recalls the ancient Chinese belief that “an invisible red thread connects those who are destined to meet regardless of time, place or circumstance.  The thread may stretch or tangle, but will never break.”  These symbols reflect the good fortune, connection and sense of fate that many feel when they become a family.

 

2.             Vision and Mission

2.1           Vision. SACAS seeks to enrich the lives of South Australian Adoptees of Chinese heritage by providing opportunities to explore and celebrate Chinese culture and other issues of interest to Adoptees and Adoptive Families.

 

2.2           Mission. SACAS is dedicated to developing a supportive community within South Australia to enrich the lives of Adoptees of Chinese heritage and their families, and to assist those who are in the process of adopting a child of Chinese heritage.

 


3.                Objectives

The objectives of SACAS are:

3.1           To assist prospective adoptive parents during the adoption process.

3.2           To support newly adoptive families and provide an ongoing support network.

3.3           To provide Chinese Adoptees and their Families with Chinese cultural experiences.

3.4           To promote friendships between Chinese Adoptees

3.5           To promote links between SACAS and other organisations with complementary missions and objectives.

3.6           To actively promote the interests of the South Australian Chinese Adoption Community.

3.7           To facilitate and improve the adoption and post adoption experiences of South Australian families.

3.8           To provide a fun, safe and supportive environment in which the above objectives can occur.

 

4.                Membership

4.1           Full Membership of SACAS. Individuals with a commitment to the mission and objectives of SACAS and who come within one or more of the following categories, shall be eligible to be full Members of SACAS:

 

4.1.1        South Australian Prospective Adoptive Parents, as approved by the relevant adoption authority, to adopt a child of Chinese heritage.

4.1.2        South Australian Prospective Adoptive Parents who have expressed to the Executive Board a clear interest in adopting a child of Chinese heritage but have not yet been formally approved by the relevant adoption authority.

4.1.3        South Australian based Adoptive Parent’s with an adopted child or children of Chinese Heritage.  This category may include Parent’s with children adopted through other Australian State and Territory systems, or the systems of other countries.

4.1.4        South Australian Adoptees of Chinese heritage over the age of 18 years.

 

An individual deemed a “Full Member of SACAS” is eligible, through formal process, to become a member of the Executive Board (Clause 8) or to Chair a Project Committee approved by the Executive Board (Clause 9).

 

4.2           Friends of SACAS.  Those with a commitment to the mission and objectives of SACAS and who come within one or more of the following categories, shall be eligible to be Friends of SACAS:

4.2.1            Extended Family of a Full Member of SACAS, formally sponsored by that Member.

4.2.2            Friend of a Full Member of SACAS, formally sponsored by that Member.

4.2.3            An organisation with complimentary mission and objectives, formally sponsored by the Executive Board.

An individual deemed a “ Friend of SACAS” is ineligible to become a member of the Executive Board (Clause 8) but may participate in a Project Committee approved by the Executive Board (Clause 9).

 

4.3                 Correspondence with the Executive Board will be largely electronic, as traditional postage is prohibitively costly for a not-for-profit organisation.  As such Members and Friends of SACAS are encouraged to have access to Email.  However should a Member or Friend of SACAS be unable to access Email they may provide the Executive Board with stamped self-addressed envelopes.  

4.4           A member may resign from Membership of SACAS by giving written notice thereof to the Secretary or Public Officer of SACAS.  Any member so resigning shall be liable for any outstanding fees or subscriptions which may be recovered as a debt due to SACAS.

4.5           A register of members must be kept and contain:

                i) the name and address of each member

ii) the date on which member was admitted to SACAS and

                iii) if applicable, the date and reason(s) for termination of membership.

 

5.                Subscriptions and Fees

5.1           The Executive Board may require members to pay an annual subscription for membership.

5.2           The Executive Board may determine the amount of subscription to be paid and is entitled to review this amount annually.

5.3           The Member must pay the annual subscription within 30 days of submission of a Membership Form to the Executive Board.

5.4           In preference to a subscription the Executive Board may seek an annual donation from both “Full Members” and “Friends of SACAS”.

5.5                 Additional fees may apply for specific services, events and products provided by SACAS.  Such fees will be outlined prior to their provision. 

 

6.                Management

6.1           The management of SACAS shall vest in an Executive Board (hereafter referred to as the Board).

 

7.                 Executive Board

                The Board has the following functions and powers:

7.1           The property and affairs of SACAS shall be under the control and management of the Board.

7.2           The Board shall ensure that the affairs of SACAS are managed at all times honestly and with due diligence.

7.3           The powers of the Board shall include:

7.3.1 The financial management of SACAS and the management of assets, including any funding and commercial affairs.

7.3.2 The management of the legal responsibilities of SACAS.

7.3.3 The management of all matters in the area of membership of SACAS, including procedures for the admission of members to SACAS and the provision of information to members about the activities of SACAS.

7.3.4 The management of relationships with the relevant adoption authority, and with all other organisations, including Government and Non-Government agencies.

7.4           The exercise of powers of SACAS under this constitution and in general law, shall be in the hands of the Board

7.5           The Board may act for all purposes notwithstanding any vacancy in their number and all proceedings at any meeting of the Board shall be valid notwithstanding that it may afterwards be discovered that any of its members have been informally elected or not properly qualified.

7.6           By a vote of no less than three-quarters of its members, the Board may suspend or terminate the membership of individuals or organisations.

7.7           SACAS shall not be required to accept the renewal of membership of a suspended or previously terminated member.

7.8           SACAS and the Board accept no responsibility for the actions and expressed opinions of Members or Friends of SACAS unless those actions and expressed opinions have prior sanction by the Board.

7.9           In addition to all powers herby expressly conferred upon it and without detracting from the generality of its powers, the Board shall have the following powers:

7.9.1 To expend the funds of SACAS in such a manner as it shall consider most beneficial for its purposes.

7.9.2 To acquire, sell or dispose of assets in the name of SACAS.

7.9.3 To make rules regarding the conduct of its business and the general administration of SACAS

7.9.4 To delegate all or any of its powers to any committee, other than the power of sub-delegation.

7.9.5 Generally do all the things necessary or expedient for the due conduct of the affairs of SACAS not otherwise provided for in this Constitution and do all such things as are incidental or conducive to the attainment of its objects.

7.10         The Board shall meet at least 4 times each year and such meeting are termed Board Meetings.

 

8.                Membership of the Executive Board

8.1           The Board shall consist of the five Officers of SACAS as outlined in Clause 12 and should comprise of not less than five or more than nine members.

8.2           The term of membership of the Board shall be two years from the date of the Annual General meeting following their election.  For the purpose of this clause, a year shall be defined as the period between consecutive Annual General Meetings.

8.3           The Board shall have the power from time to time to fill a temporary vacancy.

8.4           A quorum of the Board shall be not less than one half of its members

8.5           All questions shall be decided by the votes of the majority of the members of the Board present and voting at any meeting.  In case of equality of votes, the Secretary of the meeting shall have a casting vote.

8.6           The Board may appoint Project Committees comprised of Members and Friends of SACAS for specific purposes that shall meet as they see fit, or as directed by the Board, and who shall report to the Board. Further details are provided at Clause 9 of this Constitution. 

8.7                Members of the Board are required to disclose conflicts of interest including Board Membership of other organisations and work within the Chinese community or adoption field, whether professional or voluntary.

8.8           The office of a Board Member shall become vacant if a committee member is:

i)         disqualified from being a Board Member by the Associations Incorporation Act of South Australia 1985;

ii)         expelled as a member under these rules;

iii)         permanently incapacitated by ill health;

iv)         absent without apology for more than half of the meetings in a financial year;

v)    no longer the duly appointed representative of a corporate member

 

9.             Project Committees

9.1           As provided in Clause 8.6 the Board may appoint Project Committees to have responsibility for the development and implementation of specific Projects that have been formally endorsed by the Board.

9.2           A Full Member of SACAS must chair each Project Committee. Friends of SACAS may take part in a Project Committee as a member, but not as the Chair of a Project Committee.

9.3           A serving Board Member may also adopt the role of Chair of a Project Committee in addition to their role on the Board.

9.4           A Project Committee must report progress to the Board prior to each Board Meeting.

9.5           Project Committees must seek endorsement of their project by the Board prior to commencement and completion of their project.

9.6           Project Committees responsible for ongoing projects must report to the Board prior to each Board Meeting.

 

10.                Communication

10.1         Only Board Members may correspond in the name of SACAS.  This includes the use of the SACAS name and logo as outlined in Clause 1.

10.2                 Correspondence from SACAS may contain confidential information for the intended recipient.

10.3                 Members and Friends of SACAS may only forward SACAS communications to other parties for purposes that correspond with the Vision. Mission and Objectives of SACAS outlined in Clauses 2 and 3.

10.4         Any views expressed in general correspondence are those of the sender and are not a statement of SACAS policy unless otherwise stated.

10.5         The President, and Vice President in consultation with the President, shall be the approved Information Officer of SACAS and be responsible for all organisational statements provided to external parties.

 

11.                Elections

11.1                 Elections for the SACAS Board will be conducted every two years.

11.2         All elections for membership of the Board shall be conducted by open ballot to be held at an Annual General Meeting.

11.3         Not less than eight weeks before the Annual General Meeting, the Board shall cause a notice to be placed in the official SACAS publication, or by separate emailing to all SACAS members, calling for nominations from SACAS members for membership of the Board within the two weeks following.

11.4         At the Annual General Meeting, the Board shall cause an open ballot to take place of all SACAS members present for election of candidates, nominated in accordance with clause 10.2, to the Board.

11.5         No ballot will be required if the number of vacancies on the Board is equal to or exceeds the number of nominees.

11.6                 Members unable to attend the Annual General Meeting may submit a signed vote to the Board prior to the Annual General Meeting.

11.7         The Board shall be elected by a vote of the members.  Friends of SACAS are not eligible to vote.

11.7.1      Each individual member under clause 4 shall have one vote.

 

12.          General Meetings

12.1         The Annual General Meeting shall be held after the 30th June and not later than the 30th December in each year.

12.2         At any Annual General Meeting or Special General Meeting, 10 members shall be a quorum.

12.3         The business of the Annual General Meeting shall be:

12.3.1      Confirmation of the minutes of the previous Annual General Meeting.

12.3.2      Adoption of the Annual Report of the activities of SACAS for the proceeding year.

12.3.3      Adoption of the Financial Statements and accompanying reports for the proceeding financial year.

12.3.4      Declaration of any election results for the membership of the Board.

12.3.5      Consideration of any items of general business submitted by the Board, or submitted by members to the Board not less than four weeks prior to the date of the Annual General Meeting.

12.4         Special General Meetings shall be convened by a decision of the Board.

12.5         Written notice of General Meetings shall be properly given either through SACAS official publications, if normal publication schedule so permits, or through the Email address list of members.

12.6         At an Annual or Special General Meeting at which the President shall not take the chair, the meeting shall appoint its own Secretary as chair.

12.7         All questions at an Annual or Special General Meeting shall be decided by votes of the majority of the members present and voting.  In case of equality of votes, the Secretary of the Meeting shall have a casting vote.

12.8         If a poll is demanded by at least 5 members, it must be conducted in a manner specified by the person presiding and the result of the poll is the resolution of the meeting on that question.

12.8.1      A poll demanded for the election of a person or on a question of adjournment must be taken immediately, but any other poll may be conducted at any time before the close of the meeting.

12.9         A poll may also be used to put a motion of no confidence in a particular Board Member or the Board as a whole.

12.10       A special resolution is a special resolution as defined by the Associations Incorporation Act of South Australia 1985.

12.11       An ordinary resolution is a resolution passed by a simple majority at a general meeting.

12.12       A member shall be entitled to appoint in writing a natural person who is also a member of SACAS to be their proxy, and attend and vote at any general meeting of SACAS.

 


13.          Officers of SACAS

13.1         The five elected Officers of SACAS are:

13.1.1                President

13.1.2                Vice President

13.1.3                 Secretary

13.1.4                Deputy Secretary

13.1.5                 Treasurer

 

 

13.2         The President, Vice President, Secretary, Deputy Secretary and Treasurer shall be appointed for two years by a meeting of the Board.

 

13.3         The constitutional roles of each Board Member are detailed at clauses 13.4 to 13.9.  In addition to these prescribed roles the Board may negotiate additional role(s) for a Board Member on the basis of the individual’s skills, interests, availability and benefit to the organisation.

 

13.4         The Constitutional Role of the President

13.4.1      The President is responsible for all governance aspects of the organisation, including the administration of the constitution under the Associations Incorporation Act 1985.

13.4.2      The President shall be entitled to take the chair at all General Meetings. 

13.4.3      The President, and Vice President in consultation with the President, shall be the Public Officer of SACAS unless the Board determines otherwise, and shall be responsible for carrying out the duties of a Public Officer.

13.4.4      As noted at clause 10.5, the President, and Vice President in consultation with the President, shall be the approved Information Officer of SACAS and be responsible for all organisational statements provided to external parties.

 

13.5         The Constitutional Role of the Vice President

13.5.1        The Vice President is responsible for supporting the President in his/her duties.

 

13.6         The Constitutional Role of the Secretary

13.6.1      The Secretary is responsible for the maintenance of all documentation relating to Board Meetings including agenda and minutes.

13.6.2        The Secretary shall be entitled to take the chair at all meetings of the Board.

13.6.3      The Secretary is responsible for accepting membership resignations in line with clause 4.4 of the Constitution.

13.6.4      As outlined at clause 8.5 the Secretary holds the casting vote at Board Meetings if the Board has an equality of votes

13.6.5      As outlined at clause 12.7 the Secretary holds the casting vote at an Annual General Meeting if the membership has an equality of votes

 

13.7.        The Constitutional Role of the Deputy Secretary

13.7.1                The Deputy Secretary is responsible for supporting the Secretary in his/her duties.

 

13.8         The Constitutional Role of the Treasurer

13.8.1      The Treasurer is responsible for the management of the Books of Account and Record as outlined in clause 14 of the constitution.

 

13.9         The Constitutional Role of Utility Board Members

13.9.1      In addition to the five elected Officers, the Board may choose to appoint up to four additional Board Members, to be termed Utility Board Members, however the number of Utility Board Members must not exceed the number of filled Elected Board Member positions.

13.9.2      Utility Board Members may provide additional support to the Officers of the Board and may be also called upon to coordinate the activities of approved Project Committees.

13.9.3      The elected Officers of the Board may delegate some or all of the functions and powers outlined in Clause 7 to Utility Board Members.

13.9.4      The tenure of a Utility Board Member is restricted to that of the elected Officers of the Board.

13.9.5      A Utility Board Member may be appointed and dismissed at anytime by a majority of the elected Officers of the Board.

 

14.          Books of Account and Record

14.1         Such books of account shall be kept as are necessary for the proper and efficient functioning of SACAS.

14.2         The Treasurer shall ensure that accurate record of all gifts and bequests are maintained.

14.3         The Treasurer shall ensure that an annual record of members is maintained.

14.4         The Board shall lay before the Annual General Meeting of SACAS in each year and Income and Expenditure account of SACAS and a Balance Sheet for the year ending on the previous 30 Day of June.  Such account and Balance Sheet shall be accompanied by a report of the Board as the state of affairs of SACAS.

14.5         The income, property and funds of SACAS shall be solely under the control of SACAS and shall be used solely for the promotion of the missions and objectives of SACAS and shall not be paid or transferred to any members of SACAS, or to their direct interest, provided that nothing herein shall prevent the payment in good faith of reasonable and proper remuneration to any person in return for services actually rendered to SACAS, or to reimburse any person for expenses properly incurred on SACAS’ behalf, or to any person in furtherance of the objectives of SACAS and without undue preference.

 

15.                Amendments to Constitution

15.1         These Rules and Constitution may be amended from time to time by the resolution passed by a two thirds majority of the members present and by voting at a duly convened Annual or Special General Meeting of SACAS of which at least twenty eight days notice in writing specifying their proposed amendment or amendments shall have been given to the members.  Such written notice shall be properly given either through SACAS official paper and electronic publications, if normal publication schedule so permits, or through Email to the Address provided by the registered member.

15.2         An amendment to this constitution shall take effect from the date of its approval by an Annual General or a Special General Meeting or from such other date as the General Meeting may decide.

 

16.                Interpretation

16.1         The Board shall be the sole authority for the interpretation of this Constitution and the decision of the Board upon any question of the interpretation shall be final and binding.

16.2         The Board shall be the sole authority for the interpretation from time to time of the categories of membership specified in clause 4.1 of this constitution.

 

17.          Winding Up

17.1         Any resolution to dissolve SACAS must include provision that prior to the date of dissolution the liabilities and debts of SACAS shall, so far as possible be paid in full, and that any balance of the assets of the Council shall be distributed among such other charitable/not-for-profit organisations as SACAS may decide, provided that such organisations are approved under section 78 (1) (a) of the Income Tax Assessment Act.

 

Inauguration Date: 1 September 2005

Last Amended: 14 February 2010