THE CORPORATION LAW

COMPANY LIMITED BY GUARANTEE

CONSTITUTION

OF

DISABILITY AUSTRALIA (DA) LIMITED

INTERPRETATION

1.  In these articles:

  "Council" means National Council;

  "Disability" is the discrimination and/or disadvantage experienced either directly and/or indirectly by individuals who have a functional limitation caused by physical, intellectual, psychiatric or sensory impairment, including brain injury, learning disabilities and chronic medical conditions;

  "Disability Australia" means Disability Australia Limited;

  "meeting" includes a teleconference meeting or a meeting in any other form as directed by the National Council;

  "National Council" means the Board of Directors of Disability Australia;

  "Member of the National Council" means an individual or organisational representative;

  "writing" includes, unless the contrary intention appears, other modes of representing or reproducing words in a visible, audio, tactile or electronic form, or any form as directed by the National Council

MEMBERSHIP

2.1  Disability Australia shall have individual and organisation members.

2.2  An individual member must be a person with a disability who is 18 years or above.

2.3  An organisational member shall be a non-profit legally constituted disability organisation of which at least 66 percent of the voting membership and Board of Directors are people with disabilities.

2.4  Any individual or organisation that does not meet the requirements for membership of Disability Australia, may be accepted as an Associate member by the National Council.

2.4.1  Associate membership does not carry a vote.

2.5  Each individual, organisational and associate member of Disability Australia shall pay an annual fee as prescribed by the National Council from time to time. In cases of hardship the Council may waive this fee.

2.6  Honorary life membership may be awarded to any person who in the opinion of the National Council has rendered outstanding service in the field of disability, or made a sufficient contribution to the advancement of the objects of Disability Australia. Honorary life membership does not carry a vote or a position on the National Council.

2.7  The National Council may by a two-thirds majority of those eligible to vote, expel, or suspend a member of Disability Australia, or a member of the National Council, for conduct inconsistent with this Statement of Purposes and Objects & Constitution or failing to comply with the requirements of the Statement of Purposes and Objects & Constitution provided that the member receive written notice of the proposed action not less than 30 days before the motion is to be put to the National Council, and is given the right to be heard.

NATIONAL COUNCIL

3.1  The National Council shall be responsible for the general management of Disability Australia.

3.2  The National Council at the time of adoption of this constitution shall hold office until a date to be fixed, by Council within 12 months after such adoption. (hereinafter called the transitional Council).

3.3  Thereafter the National Council shall comprise of;

3.3.1  A President (after the election of the First President the gender of the following Presidents will alternate at National Assembly elections).

3.3.2  Twelve Councillors (6 male and 6 female) elected from the individual and organisational members. No more than 3 of these Councillors shall be from any one State or Territory.

3.3.3  The Immediate Past President.

3.4  All National Council members must be people with disabilities.

3.5  Council members elected to the National Council shall hold office for a period of two years.

3.6  Election to all positions on the National Council shall be by secret ballot.

3.7  The National Council at its first meeting following its election shall elect from within its own membership a Vice President, Secretary and Treasurer.

3.8  In the case of a casual vacancy of a member of the National Council, the National Council may co-opt an individual or organisational member to fill the vacancy.

3.9  The office of a member of the National Council shall become vacant if the member:

3.9.1  becomes insolvent;

3.9.2  dies;

3.9.3  reaches the end of his or her term of office;

3.9.4  resigns by notice in writing to Disability Australia;

3.9.5  ceases to be a member of the Council by virtue of the Corporations Law;

3.9.6  becomes prohibited from being a director of a company by reason of any order made under the Corporations Law;

3.9.7  for more than 6 months is absent without permission of the Council from the meeting held in that period; or

3.9.8  is knowing directly or indirectly interested in any contract or proposed contract with Disability Australia and fails to disclose the same; or

3.9.9  undertakes a paid position as an employee of Disability Australia.

3.10  A member of the National Council representing an organisation shall cease to be a member of the National Council if his or her organisation becomes ineligible for membership, is wound up or is dissolved.

3.11  The National Council may co-opt a person or persons to the Council under terms and conditions as prescribe by the National Council.

3.12  In the case of any vacancy in the position of President, the Vice President shall fulfil this role until such time as the National Council at their next meeting can elect one of the other Council members to be President.

PROCEEDING OF NATIONAL COUNCIL

4.1  The National Council shall meet at least twice each year for the dispatch of business and may adjourn and otherwise regulate its meetings as it thinks fit.

4.2  A special meeting of the National Council shall be held on request of 5 or more of the members of the National Council.

4.3  Questions arising at any meeting of the National Council shall be decided by a majority of votes. In case of an equality of votes the Chairperson of the meeting shall have a second or casting vote

4.4  A member of the National Council shall not vote in respect of any contract or proposed contract with Disability Australia in which he/she is personally interested, or any matter arising there from, and if he/she does so vote, that vote shall not be counted.

4.5  The quorum necessary for the transaction of the business of the National Council shall be a majority of the total National Council.

4.6  The President shall preside as Chairperson at every meeting of the National Council, or if there is no President, or if at any meeting the President is not present, the Vice President will preside as Chairperson of the meeting. In the event that both President and Vice President are not in attendance, the members present may choose one of their members to be Chairperson of the meeting.

4.7.1  The National Council may delegate any of its powers arising under this constitution to any committee appointed by the National Council or to any member of the National Council or to any officer or employee of Disability Australia (except duties which cannot be delegated by law).

4.7.2  A delegation of powers by the National Council may be revoked at any time and shall not derogate from the power of the Council itself to act in any matter.

4.7.3  A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority votes of the members present, and in case of equality of votes, the Chairperson shall have a second or casting vote.

4.8  All acts done by any meeting of the National Council or of a sub-committee or by any person acting as a member of the National Council shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such member of the National Council, not be rendered invalid by virtue only of this defect of appointment.

4.9  A resolution in writing signed by all members of the National Council in Australia for the time being entitled to received notice of a meeting of the Council, shall be valid and effectual as if it had been passed at a meeting of the National Council duly convened and held.

4.10  At any meeting of the National Council, any member on National Council who is unable to attend that particular meeting may appoint another member of the National Council as her/his proxy to vote on her/his behalf at that particular meeting.

NATIONAL EXECUTIVE.

5.1  There shall be a National Executive of the National Council.

5.2  The National Executive shall comprise the National President, Vice President, Secretary, Treasurer and such other persons as the National Council shall from time to time determine, provided that the total membership of the National Executive does not exceed 6 in total. There shall be equal numbers of men and women.

5.3  The National Executive (other than the National President) shall be elected by National Council from within its own membership at the first meeting of the National Council following the National Assembly.

5.4  The National Executive shall act on behalf of the National Council in between National Council meetings.

GENERAL MEETINGS

6.1  Subject to 6.3 one meeting of the National Council per year shall be the Annual General Meeting of Disability Australia.

6.2  The Annual General Meeting shall be held in accordance with the requirements of The Corporations Law.

6.3  There shall be a general meeting of Disability Australia held at least every two years that shall be called the National Assembly.

6.4  The purpose of the National Assembly is to elect a National President, 12 National Councillors and 2 International representatives (one male and one female), report to members of the activities of Disability Australia, discuss issues put forward by members and such other purposes consistent with these Statement of Purposes and Objects & Constitution of Associations as the National Council determines.

6.5  The procedures for the Annual General Meeting and the National Assembly shall be determined by the National Council from time to time.

6.6  Every member may appoint not more than one proxy to speak or vote on a poll on his or her behalf provided that such proxy is a member of Disability Australia. A proxy can only act on behalf of one other member. To be effective a completed instrument of proxy must be received at the Office not less than 48 hours prior to the time at which the meeting in connection with which the proxy is authorised to act is due to commence.

6.7  The instrument appointing a proxy shall be in writing in such form as may be approved by the National Council and may, in respect of each resolution to be proposed at the general meeting in respect of which the instrument of the proxy is prepared, contain provision enabling the member to direct his or her proxy to vote upon a poll for or against such resolution.

6.8  Members shall be entitled to vote by post where the National Council decides to hold a poll of all members or where a meeting is to be held to;

  (a)  elect Members to the National Council; or

  (b)  propose and vote upon amendments to Disability Australia’s Statement of Purposes and Objects & Constitution.

The manner in which such postal voting is to be conducted shall be determined by the National Council provided that all postal votes shall be required to be lodged or received at the Office not less than 48 hours prior to the general meeting or closure of the poll. For the purposes of these Articles, a postal vote cast by a member shall be deemed to be a vote cast by such member by proxy.

MINUTES OF MEETINGS

7.1  The National Council shall cause minutes to be made:

7.1.1  of all the appointments of officers and employees,

7.1.2  of all members present at all meetings of Disability Australia,

7.1.3  of all proceedings at all meetings of Disability Australia including National Council, National Assembly, National Executive and other committees.

SUBSCRIPTION OF FEES

8.  Every Member shall pay to Disability Australia on or before 1st July of each year such annual subscription in advance as may be determined from time to time by Disability Australia at its annual general meeting. The National Council shall inform the annual general meeting of the amount at which it considers the subscription should be set. The subscription fee shall be payable in the manner from time to time prescribed by the National Council provided that the National Council may waive the payment of the whole or part of the subscription fee of any Member who in the opinion of the National Council requires special consideration due to personal hardship. No Member whose subscription or any instalment thereof is more than three months overdue shall be entitled to vote at a meeting of Disability Australia where the amount is still unpaid at the time of the meeting.

SEAL

9.1  The National Council shall provide for the safe custody of the seal which shall only be used by the authority of the National Council or of a sub-committee of the members of the National Council authorised by the National Council in that behalf, and every instructment to which the seal is affixed shall be signed by a member of the National Council and some other person appointed by the National Council for the purpose.

ACCOUNTS

10.1  The National Council shall cause proper accounting and other records to be kept and shall distribute copies of any profit and loss account and balance sheet (including every document required by law to be attached there to) accompanied by a copy of the Auditors report thereon as required by the Corporations Law and the National Council shall cause to be made out and laid before each AGM a balance sheet and profit and loss account in accordance with the Corporations Law.

10.2  The National Council shall from time to time determine at what times and places and under what conditions or regulations the accounting and other records of Disability Australia shall be open to the inspection of the members.

AUDIT

11.1  A properly qualified Auditor or Auditors shall be appointed and his/her duties regulated in accorDisability Australiance with The Corporations Law.

11.2  Once at least in every year, the account of Disability Australia shall be examined by the Auditor or Auditors who shall report to the members in accorDisability Australiance with The Corporations Law.

PATRON

12.1  The National Assembly may from time to time at its discretion appoint a Patron and/or Patrons of Disability Australia.

NOTICE

13.1  Any notice required by law under these articles to be given to any member shall be given by sending it by post to the member at the registered address of the member. Such notice must be sent at least thirty (30) days prior, except where all members entitled to receive such notice agree on a shorter period of time. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice. .

DISSOLUTION

14.1  In order that Disability Australia may be dissolved or terminated a special notice must be provided to all members of Disability Australia outlining the intention to dissolve or wind up the Company, and such notice must at least thirty (30) Disability Australiays prior to the meeting at which this matter is proposed to be discussed.

14.2  For such a motion to pass it requires at least three quarters, 75 percent, majority vote (in favour) of those casting a vote (in person, by proxy, or by postal vote) at the respective meeting of members.

14.3  Any property remaining after dissolution shall be distributed in accordance with clause 7 of the Statement of Purposes and Objects.

14.4  The dissolution procedure must comply with The Corporations Law.

INDEMNITY

15.1  Every member of the National Council, auditor, secretary and other officer of the time being of Disability Australia shall be indemnified out of the assets of Disability Australia against any liability arising out of the execution of the duties of his/her office which is incurred by him/her in defending any proceeding, whether civil or criminal, in which judgement is given in his/her favour or in which he/she is acquitted or in connection with any application under The Corporations Law in which relief is granted to him/her by the Court in respect of any negligence, default, breach of duty or breach of trust.

RULES

16.1  The National Council shall from time to time, make repeal or amend all such rules (not inconsistent with this Constitution) as they shall think expedient for the internal management and well-being of Disability Australia. All rules made by the National Council shall be binding upon the members until repealed by the National Council or National Assembly.

AMENDMENT

17.1  The Statement of Purposes and Objects & Constitution of Disability Australia may by amended by a notice of motion placed on the agenda of a National Assembly meeting.

17.2  Notice of the proposed amendment must be sent to all members at least 30 days prior to the meeting at which the proposed amendment is to be considered.

17.3  For such a motion of amendment to be passed it must receive at least three quarters or 75 percent vote (in favour) of those members voting (in person, by proxy, or by postal vote) at the respective meeting.

DIRECTORS at the time of first Incorporation

. Mr Frank Hall-Bentick Unit 4, 65 York Street Richmond Vic. 3121	. Ms Lynette Rae Hurrell 48 Dyke Street Mt. Gravatt Qld. 4122
. Ms Joan Hume 12 Ravenswood Ave Randwick NSW 2031	. Mr David Banfield Flat 5, 162 Gillies Street Fairfield Vic. 3078
. Ms Ellen Gregg 10 Elizabeth Street (PO Box 1114) Murwillumbah NSW 2484	. Mr Graeme Smith 62 Jubilee Street Mount Waverley Vic. 3149
. Ms Suzette Daniel 5 Donnellys Road Geevestone Tas. 7116	. Mr George Sims Flat 17, 22 Melton Road Nundah Qld. 4012

.