ACN: 000 874 699
A company limited by guarantee not having share capital
Printed with all amendments as at August 2003
1. The name of the Company is CRAFT AUSTRALIA (hereinafter called "the Company").
2. Vision: Company as a leading voice for the recognition of Australian crafts practice as an essential form of expression in Australian culture.
3. Mission: Company is a pro-active and strategic advocate for Australian contemporary craft nationally and internationally. The organisation supports innovation, critical debate and a sustainable, professional environment for practitioners. We foster and support a nationally coordinated craft community built on strong relationships.
4. Key goals
5. Powers: In order to achieve the above Objects, the Company is empowered to undertake the following:
6. Income and property: The income and property of the Company will be applied solely towards the promotion of the Objects of the Company as set forth in this Constitution; and no portion thereof will be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit, to the members of the Company PROVIDED THAT nothing herein will prevent the payment, in good faith, of reasonable and proper remuneration to any member, officer, or servant of the Company in return for any services actually rendered to the Company or to any member of the Company in relation to any contract, right or claim in which it is interested and which arises otherwise than by membership and, without limiting the generality of the foregoing, nothing herein will prevent the payment for goods supplied by any member in the ordinary or usual way of business, nor prevent the payment of interest for money lent or reasonable and proper rent for premises demised or let by any member to the Company.
7. Liability: The liability of the members is limited.
8. Contribution: Every member of the Company undertakes to contribute to the assets of the Company in the event of the Company being wound up during the currency of membership or within one year of cessation of membership for payment of the debts and liabilities of the Company contracted before it ceases to be a member and of 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 but not exceeding twenty dollars ($20.00).
9. Winding up: If upon the winding-up or dissolution of the Company there remains, after satisfaction of all its debts and liabilities, any property whatsoever, the same will not be paid to or distributed among the members of the Company but will be given or transferred to some other not for profit institution or institutions having objects similar to the Objects of the Company and which will prohibit the distribution of its or their income and property among its or their members to an extent that is consistent with that imposed on the Company and which will be approved under S78(1)(a) of the Income Tax Assessment Act 1936 such institution or institutions to be determined by the Directors for the time being at or before the time of dissolution and in default thereof by the Chief Judge in Equity of the Supreme Court of New South Wales or such other judge of that Court as may have or acquires jurisdiction in the matter.
Monies and property which were accepted as donations through the Australian Craft Fund (see Clause 4(q)) including any property/items purchased with donated monies and which provided tax deductibility for the donor must only be transferred to an organisation or organisations which are eligible for tax deductibility of donations under Subdivision 30-B, section 30-100, of the Income Tax Assessment Act 1997 and are listed on the Register of Cultural Organisations.
10. Shares: No shares in the Company may be issued.
1. Interpretation: In the Constitution unless the context otherwise requires:
2. Purposes of the Company: The Company is established for the purposes set out in the Constitution.
3. Membership shall comprise of the Craft Australia Board members. Such membership shall be recognised for the term of office served on the Board.
4. The Board members of the Craft organisations of Australia (COA) shall be the Electoral College for the election of the company board members.
5. The categories of membership, the subscription scheme and the annual subscription payable by members of the Company shall be such as the Board shall from time to time prescribe.
6. All annual subscriptions shall become due and payable in advance of the 1st day of January in every year.
7. A member shall cease to be a member upon their resignation or removal from the board or governing committee of the organisation that is included in COA.
8. If the annual subscription of a member remains unpaid for a period of two (2) calendar months after it becomes due then the member may, by resolution of the Board and after notice of the default has been sent to by the General Manager, be barred from all privileges of membership and her/his name may be removed by the Board from the Register of Members provided that the Board may reinstate the member and restore its name to the Register of members on payment of all arrears if the Board thinks fit to do so.
9. Resignation: A member may at any time by giving notice in writing to the Board resign its membership of the Company but will continue to be liable for:
10. Non-compliance: If any member wilfully refuses or neglects to comply with the provisions of the Constitution of the Company or becomes guilty of any conduct which in the opinion of the Board is unbecoming of a member or prejudicial to the interest of the Company, the Board has the power to expel the member from the Company and remove his/her name from the Register of Members provided that:
11. Annual General Meetings: General Meetings of the Company each called "annual general meting", will be held in accordance with the provisions of the Act and at such places as decided by the Board. All general meetings, other than the annual general meetings, will be called "extraordinary general meetings".
12. Extraordinary General Meetings: The Board may, whenever it thinks fit, convene an extraordinary general meeting. Extraordinary general meetings may be convened on the requisition of the Board or as otherwise provided by the Act.
14. Business: Special business is:
15. Quorum: No business will be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. Except as otherwise provided herein, four (4) members being present in person, or by any other method of voting permitted by the Constitution, shall be a quorum.
16. Absence of Quorum: If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members under Section 249D, 249E or 245F of the Act, will be dissolved; in any other case it will stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the President may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present (being not less than two (2) members) will be a quorum.
17. Chairperson: The President of the Company will preside as chairperson at every general meeting of the Company and the Board, or if there is no President or if the President is not present within fifteen (15) minutes after the time appointed for the holding of the meeting or is unwilling to act, the Vice-President will preside. If the Vice-President is not present or is unwilling to act the members present will elect another member of the Board to be chairperson of the meeting, a simple majority sufficing. If no member of the Board is present within fifteen (15) minutes of the due commencement time, the meeting will be adjourned to the same time and place 30 days later. If at such adjourned meeting the President is not present within fifteen (15) minutes or is unwilling to act then the members present will elect one of their number to be chairperson of the meeting, a simple majority sufficing.
18. Adjournment: The chairperson may, with the consent of the meeting adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting will be given as in the case of an original meeting.
19. Voting: At any general meeting a resolution put to the vote of the meeting will 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:
Unless a poll is so demanded a declaration by the chairperson that a resolution has on a show of hands been carried or carried unanimously or by a particular minority, or lost. An entry to that effect in the book containing the minutes of the proceedings of the Company will be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. The demand for a poll may be withdrawn.
20. Poll: If a poll is duly demanded it will be taken in such manner and at such time as the chairperson directs and either at once or after an interval or adjournment or otherwise.
A poll demanded relating to the election of a President or on a question of adjournment will be taken forthwith.
21. Casting vote: The chairperson of the meeting at which a vote takes place or at which a poll is demanded will be entitled to a casting vote if the votes are tied.
22. Vote: A member may vote in a general meeting in person, by attorney or by proxy. On a show of hands every person present who is a member or representative of a member will have one (1) vote and on a poll every member present in person or by attorney or proxy will have one (1) vote.
23. Unfinancial: No member will be entitled to vote at any general meeting if its annual subscription will be more than one month in arrears at the date of the meeting unless otherwise directed by the Board.
24. Instrument of attorney/proxy: The instrument of attorney or a certified copy of that instrument must be deposited at the registered office of the Company, or at such other place within the State as is specified for that purpose in the notice convening the meeting, not less than forty-eight (48) hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than twenty-four (24) hours before the time appointed for the taking of the poll and, in default, the instrument of attorney will not be treated as valid.
25. Attorney/proxy vote: A vote given in accordance with the terms of an instrument of attorney or proxy will be valid notwithstanding the previous death or unsoundness of mind of the principal or revocation of the instrument or of the authority under which the instrument was executed, if no intimation in writing of such death, unsoundness of mind or revocation as aforesaid has been received by the Company at the registered office before the commencement of the meeting or adjourned meeting at which the instrument is used.
27. The Board
28. Elections to the Board: The election of the Board will take place in the following manner:-
29. Number of Board members: Other than as set out above at paragraph 26 the Company may from time to time by ordinary resolution passed at a general meeting increase or reduce the number of office-bearers or other members of the Board.
30. Appointments to the Board: The Board has the power at any time, and from time to time, to appoint any person to the Board, either to fill a casual vacancy or as an addition to the existing office-bearers or other members of the Board but so that the total number of office-bearers or other members of the Board will not at any time exceed the number fixed in accordance with the Constitution. Any office-bearer or other member of the Board so appointed will hold office only until the next following annual general meeting.
31. Removal of Board member: Subject to the Act the Company may by resolution of which special notice has been given remove any office-bearer or other member of the Board before the expiration of his/her period of office, and may by resolution appoint another person in his/her stead; the person so appointed will hold office only until the next following annual general meeting.
32. Ceasing to be a director: A Director will be deemed to have vacated office if she/he:
Provided always that nothing in this paragraph will affect the operation of the Constitution.
33. Management: The Board will have the general management of the business and funds of the Company. It may pay all expenses incurred in promoting and registering the Company, and may exercise all such powers of the Company as are not, by the Act or by the Constitution required to be exercised by the Company in general meetings. The only limitation to such powers are those set out in the Constitution, the provisions of the Act, and as may be prescribed by the Company in general meeting. No amendment of the Constitution made by the Company in general meeting can invalidate any prior act of the Board that would have been valid if that amendment had not been made.
34. Powers: The Board may exercise all the powers of the Company to borrow money and to mortgage or charge its property, or any part thereof, and to issue debentures and other securities whether outright or as security for any debt, liability or obligation of the Company subject to the limitations of the Act with respect to companies limited by guarantee.
35. Cheques, bills, etc.: The Board will hold the funds of the Company in a separate bank account in the name of the Company with such bankers as the Board may determine from time to time. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for money paid to the Company must be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by the General Manager and/or one of two (2) authorised signatories of the Board or in such other manner as the Board from time to time may determine. All documents requiring endorsement will be sufficiently endorsed if signed by any one of them.
37. Quorum: The quorum necessary for the transaction of the business of the Board will be four (4) or such greater number as may be fixed by the Board.
39. Board Member's conflict of interest: A member of the Board must not vote in respect of any contract or proposed contract with the Company in which s/he is interested, or in any matter arising thereout, and if s/he does so vote, that vote will not be counted.
40. Continuing directors: The continuing Directors may act notwithstanding any vacancy in the Board but if and so long as their number is reduced below the number fixed by or pursuant to these regulations as the necessary quorum of the Directors, the continuing Director or Directors may act for the purpose of increasing the number of Directors to that number or of summoning a general meeting of the Company but for no other purpose.
41. Acts of directors and committee: All acts done by any meeting of the Directors or of a Committee or by any person acting as a Director, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such member or any such Director or person acting as aforesaid, or that the Directors or any of them were disqualified, will be as valid as if such person had been duly appointed and was qualified to be a Director.
42. Resolution in writing: A resolution in writing signed by all the Directors in Australia for the time being entitled to receive notice of a meeting of the Directors will be as valid and effectual as if it had been passed at a meeting of the Directors duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more Directors. Such documents may be transmitted by facsimile.
43. The Craft Australia Forum
444. Other advisory committees
45. Accounts: The Board will cause to be kept such accounting and other records to be kept and shall cause to be prepared from time to time such profit and loss account and balance sheet as are required by the Act and every profit and loss account and balance sheet shall be dealt with in accordance with the Act. The Board will cause to be made out and laid before each annual general meeting a balance sheet and profit and loss account made up to date not more than three (3) months before the date of the meeting.
46. Inspection: The members of the Company shall be entitled to inspect the accounting and other records of the Company at such times and places and under such reasonable conditions or regulations that the Board shall from time to time (subject to the provisions of the Act) determine. Provided that no member (not being a Board Member) shall be entitled to require or receive any information concerning confidential commercial dealings of the Company.
47. Once at least in every year the accounts of the Company shall be audited and the correctness of profit and loss account and balance sheet ascertained by one or more auditor or auditors.
48. A properly qualified Auditor must be appointed and may be removed and its remuneration fixed and duties regulated in accordance with the Act.
49. The Board will provide for the safe custody of the seal which may only be used by the authority of the Board or of a Committee of Directors authorised by the Directors in that behalf, and every instrument to which the seal is affixed must be signed by a Director and must be countersigned by General Manager or a second Director or Secretary or by some other person appointed by the Board for that purpose.
50. Service of Notice: A notice may be given by the Company to any member by sending it by ordinary pre-paid post to the member's address or transmitted by facsimile. Where a notice is sent by post, service of the notice will be deemed to be effected by properly addressing, pre-paying and posting a letter containing the notice and to have been effected, in the case of a notice of a meeting, two (2) days 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.
51. Persons Entitled to Notice
52. The provisions of clause 8 of the Constitution in relation to the winding up or dissolution of the Company will have effect and be observed as if the same were repeated in the Constitution.
53. Every Director, Auditor an any other officer for the time being of the Company is to be indemnified out of the assets of the Company against any liability incurred by him/her in defending any proceedings whether civil or criminal connected with their duties or obligations on behalf of the Company in which judgement is given in their favour or in which they are acquitted or in connection with any application under the Act in which relief is granted by the Court in respect of any negligence, default, breach of duty or breach of trust.