Under
the Corporations Law, The Company's Memorandum
And Articles of Association are known as the Company's
CONSTITUTION
Section 1415 of Corporations Law
1998
The Corporations Act
A Company Limited by Guarantee and not having
a Share Capital
MEMORANDUM
OF ASSOCIATION OF
POLICE & COMMUNITY YOUTH CLUBS NSW LTD
In this Memorandum:
"The
Law" means the Corporations Law and any amendments
thereto from time to time.
"Police
& Community Youth Clubs" where used herein
shall mean Police & Community Youth Clubs
NSW Ltd which is the successor in title to the
Federation of New South Wales Police Citizens
Youth Clubs;
The name of the organisation is
"Police & Community Youth Clubs NSW Ltd" formerly
known as "Federation of New South Wales Police-Citizens
Youth Clubs."
MEMORANDUM
OF POLICE & COMMUNITY YOUTH CLUBS NSW LTD
Police & Community Youth Clubs
is a public benevolent institution and is registered
for charitable purposes under the Charitable Fundraising
Act, 1991.
The principal object of Police
& Community Youth Clubs is to provide a means
for the community to assist in the delivery of
community policing services to young people, which
object is to be achieved by:
(a) the implementation of community
based policing programs;
(b) bringing to the notice of citizens
and Police their responsibilities towards young
people in the community;
(c) providing an interface between
the Police Service and the citizens of New South
Wales especially young people, which fosters mutual
respect and understanding;
(d) providing educational programs
pertaining to the maintenance of law and order,
such programs to be consistent with the operational
strategies of the New South Wales Police Service;
(e) to promote and encourage the
training of leaders of youth Clubs and other persons
interested in the welfare of young people;
(f) to provide facilities enabling
young people, including those in necessitous circumstances,
to participate in any activity or youth Club;
(g) establishing Clubs in suitable
localities throughout the State;
(h) taking over all the real and
personal property, assets, goods, chattels, effects,
moneys, credits, securities, debts and liabilities
in any wise belonging or appertaining to the existing
unincorporated association consisting of the Police
Boys' Clubs, Police Citizens Boys' Clubs and Police
Citizens Youth Clubs throughout the State of New
South Wales or to or for which any person or persons
on its behalf may be entitled or liable and for
that purpose to execute and carry into effect
any contract deed or other instrument which may
be necessary in the premises. Subject as aforesaid
and to the memorandum to take over and adopt any
lease contract or agreement whatsoever made by
the office bearers of the said association or
any of them on behalf of Police & Community
Youth Clubs prior to the incorporation thereof
whether expressed to be made on its behalf or
not and to indemnify any person or persons in
respect of any liability incurred by him/her or
them thereunder;
(i) providing in the existing buildings
which have been made available to Police &
Community Youth Clubs or in any other buildings
or erections which may hereafter be acquired leased
or made available to or erected by Police &
Community Youth Clubs at Sydney aforesaid and/or
elsewhere rooms for the meeting, instruction,
amusement, bathing, exercise, reading, writing,
social intercourse, recreation, welfare and benefit
generally of the youth of New South Wales;
(j) acquiring, erecting, constructing,
maintaining, improving, managing, altering and
carrying on all building works and conveniences
which may seem directly or indirectly conducive
to or necessary or convenient for any of the objects
of Police & Community Youth Clubs and to contribute
to subsidise or otherwise do or take part in any
such operation;
(k) purchasing, taking on lease
or in exchange or otherwise acquiring for the
purposes of Police & Community Youth Clubs
any real or personal property and in particular
any lands, buildings, easements, furniture and
effects, books, newspapers, periodicals, musical
instruments, fitting apparatus, appliances, conveniences
and accommodation and any rights or privileges
necessary or convenient for the purpose of Police
& Community Youth Clubs;
(l) accepting donations and bequests
(whether of real or personal estate) for all or
any of the objects of Police & Community Youth
Clubs, and to distribute or expend any such donations
and bequests at the discretion of the Board of
Directors;
(m) distributing and expending
any collections, subscriptions, donations, legacies,
payments by public bodies and others or proceeds
of entertainments received by the Club Council
of a Club of Police & Community Youth Clubs
at the discretion of the Board of Directors subject
to full and proper consideration by the Board
of Directors of any recommendations made by such
Club Council for the benefit and/or enjoyment
of the particular Club in respect of which the
said Club Council has been created;
(n) collecting and receiving money
or articles by voluntary contribution, collections,
subscriptions, donations, legacies, payments by
public bodies and others or from the proceeds
of entertainments and to organise, conduct, control
and manage or assist in the organisation, conduct,
control and management of any entertainment or
other means of producing money or articles by
voluntary contribution, collections, donations,
legacies, payments by public bodies and others
for any of the objects or purposes of Police &
Community Youth Clubs and to distribute or expend
any such voluntary contributions, collections,
subscriptions, donations, legacies, payments by
public bodies and others or proceeds of entertainments,
at the discretion of the Board of Directors upon
such objects or purposes;
(o) subject to Clause 4 hereof
engaging such personnel as shall be required and
found necessary for the proper working and carrying
on of Police & Community Youth Clubs and any
one or more at pleasure to discharge;
(p) giving any guarantee or entering
into any bond in connection with the affairs of
Police & Community Youth Clubs and to indemnify
any person or persons who may incur or may have
incurred any personal liability for the benefit
of Police & Community Youth Clubs and for
that purpose to give such person or persons any
security by way of mortgage or otherwise over
the whole or any of the property and assets of
Police & Community Youth Clubs;
(q) accepting, buying, selling,
improving, managing, developing, exchanging, hiring,
leasing, mortgaging, hypothecating, charging,
turning to account or otherwise dealing with any
real or personal property assets, credits, effects,
rights or privileges. In case Police & Community
Youth Clubs shall take or hold any property which
may be subject to any trusts, Police & Community
Youth Clubs shall only deal with the same in such
manner as allowed by law having regard to such
trusts;
(r) advancing money with or without
security and to invest and deal with the moneys
and credits of Police & Community Youth Clubs
in and upon such modes of investment and/or securities
on deposit at call or otherwise with any bank,
financial institution or body with which trustees
are authorised to invest funds under the Trustee
Act 1925 (as amended) or in such other manner
and upon such terms and conditions as may from
time to time be determined and from time to time
vary and realise such investments or securities;
(s) making, drawing, accepting,
endorsing and negotiating cheques or promissory
notes, bills of exchange and other negotiable
instruments and also to effect policies of insurance
and to endorse and negotiate the same;
(t) borrowing or raising money
in such manner as the Board of Directors may think
fit with power if need be to charge such mortgages
debentures or other securities upon the floating
assets or upon all or any of the property (both
present and future) of Police & Community
Youth Clubs;
(u) founding, taking over and carrying
on or amalgamating with any other association,
home or institution having objects altogether
or in part similar to those of Police & Community
Youth Clubs and which shall prohibit the distribution
of its or their income and property among its
or their Club members to an extent at least as
great as is imposed on Police & Community
Youth Clubs under or by virtue of Clause 4 hereof
if at any time it may be found desirable to do
so in furtherance of the objects of Police &
Community Youth Clubs;
(v) entering into any arrangement
with any Government or authority supreme, municipal,
local or otherwise that may seem conducive to
the attainment of the objects of Police &
Community Youth Clubs or any of them and to obtain
from such Government or authority any rights,
privileges or concessions which Police & Community
Youth Clubs may think advisable to obtain and
to carry out, exercise and comply with any such
arrangements, rights, privileges or concessions;
(w) providing remuneration to members
of the Board of Directors at the discretion of
the Board of Directors;
(x) establishing or aiding in the
establishment and support of associations, funds,
trusts and conveniences calculated to benefit
the youths of the Clubs using any of the buildings
or institutes of Police & Community Youth
Clubs or otherwise to advance the interests of
Police & Community Youth Clubs; and
(y) doing all such acts, deeds,
matters and things and to enter into and make
such agreements as are incidental or conducive
to the attainment of the above objects or any
of them, and it is hereby declared that the objects
of Police & Community Youth Clubs specified
in each paragraph of this clause shall (except
where otherwise expressed in such paragraph) be
in no way limited by reference to any other paragraph.
The income and property of Police
& Community Youth Clubs whencesoever derived
shall be applied solely towards the promotion
of the objects of Police & Community Youth
Clubs as set forth in this Memorandum of Association
and no portion thereof shall be paid or transferred
directly or indirectly by way of dividend bonus
or otherwise howsoever by way of profit to the
persons who at any time are or have been Members
of Police & Community Youth Clubs or to any
of them or to any person claiming through any
of them. Nothing herein contained shall prevent
the payment on good faith or remuneration to any
officers or servants of Police & Community
Youth Clubs or to any Member thereof or other
person in return for any services actually rendered
to Police & Community Youth Clubs nor prevent
the payment of interest at a rate not exceeding
the rate for the time being charged by bankers
in Sydney for overdrawn accounts on money lent
or reasonable and propr rent for premises demised
or let by any Member to Police & Community
Youth Clubs and interest at the rate aforesaid
on money lent or reasonable and proper rent for
premises demised or lent to Police & Community
Youth Clubs. Provided that the provision last
aforesaid shall not apply to any payment to any
railway, gas, electric, light, water or telephone
company of which a Member of the Board of Directors
may be a member or any other company in which
such Member shall not hold more than one-hundredth
part of the capital and such Member shall not
be bound to account for any share of profits he
may receive in respect of such payment.
If on the winding up or dissolution
of Police & Community Youth Clubs there remains
after the satisfaction of all its debts and liabilities
any property whatsoever the same shall not be
paid to or distributed among the Members of Police
& Community Youth Clubs but shall be given
or transferred to some other institution having
objects similar to the objects of Police &
Community Youth Clubs and which shall prohibit
the distribution of its or their income and property
among its or their members to an extent at least
as great as is imposed on Police & Community
Youth Clubs under or by virtue of Clause 4 hereof
such institution or institutions to be determined
by the Members of
Police & Community Youth Clubs at or before
the time of dissolution and in default thereof
by the Chief Judge of the Equity Division of the
Supreme Court of New South Wales or such other
Judge of that Court as may have or acquire jurisdiction
in the matter, and if and so far as effect cannot
be given to the aforesaid provision then to some
charitable object.
The liability of the Members is
limited.
Every Member undertakes to contribute
to the assets of Police & Community Youth
Clubs in the event of its being wound up whilst
such Member is a Member or within one year afterwards
for payment of the debts and liabilities of Police
& Community Youth Clubs, contracted before
ceasing to be a Member, and 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 not exceeding one
hundred dollars ($100.00).
The place in New South Wales in
which the registered office of Police & Community
Youth Clubs is stituated at, 1A Cleary Avenue,
Belmore, and may be situated at such other place
as may be determined by the Board of Directors
of Police & Community Youth Clubs from time
to time.
True accounts shall be kept of
the sums of money received and expended by Police
& Community Youth Clubs and the matter in
respect of which such receipt and expenditure
takes place, and of the property credits and liabilities
of Police & Community Youth Clubs and subject
to any reasonable restrictions as to the time
and manner of inspecting the same that may be
imposed in accordance with the regulations of
Police & Community Youth Clubs for the time
being shall be open to the inspection of the members.
Once at least in
every year the accounts of Police & Community
Youth Clubs shall be examined and the correctness
of the balance sheet ascertained by one or more
properly qualified auditor or auditors. No addition
alteration or amendment may be made to the Constitution
without the approval of the Minister for Police.
We, the several persons whose names
and addresses are subscribed and desirous of being
formed into an association in pursuance of this
Memorandum of Association.
NAMES, ADDRESSES, AND DESCRIPTIONS
OF SUBSCRIBERS NAME ADDRESS DESCRIPTION
WILLIAM JOHN Police Headquarters,
Commissioner of Police
MACKAY Sydney
WILLIAM SIDNEY Department of Road
Public Servant
CORNER Transport, Sydney
THOMAS JOSEPH Police Headquarters
Police Officer
LYNCH Sydney
EDGAR JESSE Police Headquarters
Public Servant
BALDWIN Sydney
RUPERT OCTAVIUS Messrs. Beale &
Co. Ltd Business
BEALE Trafalgar St Manager
Annandale
GEORGE SIMMONDS Messrs. Nock &
Kirby Ltd Business
NOCK George St Manager
Sydney
GEORGE GILBERT Police Department
Police Officer
FERGUSON Sydney
GEORGE CAMPBELL Police Department
Police Officer
Sydney
JOHN HENRY Police Department Police
Officer
MICHAEL EUGENE Sydney
WALSHE
MICHAEL JAMES Chief Secretary's
Public Servant
QUIGLEY Department, Sydney
DATED the 15th day of September
1938.
Witness to the above signatures
- F. Washington.
The Corporations Act
A Company Limited by Guarantee
and not having a Share Capital
CONSTITUTION
POLICE & COMMUNITY YOUTH CLUBS NSW LTD
Preliminary
In these clauses:
"Board
of Directors" means the Board of Directors of
Police & Community Youth Clubs;
"Club"
means any of the premises of Police & Community
Youth Clubs established or to be established throughout
New South Wales pursuant to the Memorandum of
Association and known as Police Citizens Boys'
Clubs, Police Boys' Clubs, Police Citizens Youth
Clubs or any successor in title thereto;
"Club
Member" means a person who has been accepted for
membership of a Club.
"Club
Council" means the governing and/or advisory council
of a Club;
"Chief
Executive Officer" means the senior employee of
Police & Community Youth Clubs.
"Employee"
means a person who is employed by Police &
Community Youth Clubs on a full-time or part-time
basis who receives remuneration (from any source)
for services provided to a Club or to Police &
Community Youth Clubs but does not include persons
who perform services for Police & Community
Youth Clubs on a voluntary basis, members of the
Board of Directors and or
Police Officers attached to a Club of Police &
Community Youth Clubs;
"Police
& Community Youth Clubs" means Police &
Community Youth Clubs NSW Ltd, formerly known
as Federation of New South Wales Police-Citizens
Youth Clubs;
"Member"
means a person who is a current member from time
to time of the Board of Directors and who is registered
as a Member in the register of Members of Police
& Community Youth Clubs;
"The
Minister" means the NSW Minister for Police;
"Chairperson"
means the person who is from time to time the
Chairperson of Police & Community Youth Clubs
who shall be appointed by the Minister;
"Secretary"
means any person appointed to perform the duties
of a secretary of Police & Community Youth
Clubs;
"State"
means the State of New South Wales;
"The
Law" means the Corporations Law and any amendments
thereto from time to time.
"The
seal" means the common seal of Police & Community
Youth Clubs.
Expressions referring to writing
shall, unless the contrary intention appears,
be construed as including references to printing,
lithography, photography and other modes of representing
or reproducing words in a visible form.
Words importing the masculine gender
only include the feminine and neuter genders.
Words or expressions contained
in these clauses shall be interpreted in accordance
with the provision of the Companies and Securities
(Interpretation and Miscellaneous Provisions)
(New South Wales) Code. Section 40 of the Companies
and Securities (Interpretation and Miscellaneous
Provisions) (New South Wales) Code applies in
relation to these clauses as if they were an instrument
made by an authority under a power conferred by
the Code as in force on the date on which these
clauses become binding on Police & Community
Youth Clubs.
An expression used in a particular
Part or Division of the Law that is given by that
Part or Division a special meaning for the purposes
of that Part or Division has, in any of these
clauses that deals with a matter dealt with by
that Part or Division, unless the contrary intention
appears, the same meaning as in that Part or Division.
Police & Community Youth Clubs
is established for the purposes set out in the
Memorandum of Association.
MEMBERSHIP
The current Members of the Board
of Directors from time to time shall be the members
of Police & Community Youth Clubs.
(1) A register of Members of Police
& Community Youth Clubs shall be kept in the
office of Police & Community Youth Clubs setting
forth the names in full, date and place of birth
and addresses of all Members of Police & Community
Youth Clubs. The register shall also show the
date of admission to and cessation of Membership
and such other information as the Board of Directors
may require.
(2) Each Member shall notify in
writing to the Secretary any change in that Member's
address within a period of one (1) month following
such change and all notices given in accordance
with Clause 59 to the address last notified shall
be considered fully received.
(3) Every Member of Police &
Community Youth Clubs shall have the right at
any time to resign from membership of Police &
Community Youth Clubs by giving written notice
to the Secretary.
(4) A Member shall cease to be
a Member on the Member's death or
bankruptcy or unsoundness of mind or if his or
her estate becomes liable to be dealt with in
any way under the law relating to mental health.
CLUBS
A group of persons shall be a Club
of Police & Community Youth Clubs if they
shall:
(a) adopt and retain the Club Model
Rules as determined by the Board of Directors
from time to time as the rules of the Club unless
authorised otherwise by the Board of Directors;
and
have been issued written certification
of approval as a Club by the Board of Directors.
A Club shall cease to be a Club
in accordance with the Club Model Rules referred
to in Clause 5 where:
the Club has failed to comply with
the Club Model Rules to the satisfaction of the
Board of Directors; or
the Club no longer meets the criteria
for establishment as set out in the Club Model
Rules as determined from time to time by the Board
of Directors in its absolute discretion.
GENERAL
MEETING
An Annual General Meeting of Police
& Community Youth Clubs shall be held in accordance
with the provisions of the Law.
All general meetings other than
the Annual General Meeting shall be called extraordinary
general meetings.
(1) Subject to the provisions of
the Law relating to special resolutions
and agreements for shorter notice, twenty-one
(21) days' notice at least (exclusive of the day
on which the notice is served or deemed to be
served, but inclusive of the day for which the
notice is given) of the date, hour, and place
of any meeting and of any business deemed by these
Clauses to be special business shall be given
by the Secretary to all members of Police &
Community Youth Clubs, by written notice forwarded
to their current addresses in the register of
Members.
(2) A copy of such notice shall
be exhibited by the Secretary in a
conspicuous place in the office of Police &
Community Youth Clubs for a period of at least
seven (7) days before the meeting.
(3) With the notice of an Annual
General Meeting, there shall be forwarded a copy
of the balance sheet and profit and loss account
to be presented to the Annual General Meeting.
(4) The Secretary shall also cause
to be exhibited in a conspicuous place at the
office of Police & Community Youth Clubs,
a copy of the balance sheet and profit and loss
account of Police & Community Youth Clubs,
to be presented at an Annual General Meeting.
(1) In addition to Members' rights
under Section 241 of the Code,
extraordinary general meetings shall be convened
by the authority of the Chairperson of the Board
of Directors or in pursuance of a requisition
to the Secretary signed by a Member who is entitled,
or Members who are together entitled, to not less
than five per centum (5%) of the total voting
rights of all the Members who are entitled to
vote at meetings of Police & Community Youth
Clubs requisitioning that an extraordinary general
meeting be convened and setting out the business
of such meeting.
(2) In the case of such a requisition,
the date, hour, and place of such
extraordinary general meeting shall be determined
by the Board of Directors but shall be no later
than twenty-one (21) days after such requisition
is delivered to the Chairperson and there shall
be no objection to such business being dealt with
as special business at an Annual General Meeting
of Police & Community Youth Clubs.
Neither the accidental omission
to give notice of a meeting to any Member nor
the accidental omission to exhibit a copy of the
documents referred to in Clause 9(2) or 9(4) at
the office of Police & Community Youth Clubs
shall invalidate the proceedings at any meeting.
PROCEEDINGS
AT GENERAL MEETINGS
All business shall be special business
that is transacted at an extraordinary general
meeting.
The business of an Annual General
Meeting shall be as follows:
(a) to adopt and confirm the minutes
of the previous Annual General Meeting;
(b) to receive the Chairperson's
report to Members;
(c) to receive and consider the
annual balance sheet and profit and loss account;
(d) to elect an auditor or auditors;
and
(e) to deal with any other business
which shall be deemed to be special business.
(1) No business shall be transacted
at any meeting unless a quorum of
Members is present at the time when the meeting
proceeds to business.
(2) Save as herein otherwise provided
five Members of Police & Community Youth Clubs
present in person only and not by proxy shall
be a quorum.
If a quorum is not present within
half an hour from the time appointed for the meeting.
(a) the meeting, if convened upon
the requisitioning of Members, shall be issolved;
or
(b) in any other case:
(i) the meeting shall stand adjourned
to such day and such time and place as the Board
of Directors may determine or if no determination
is made by the Board of Directors, to the same
day in the next week at the same time and place;
and
(ii) if at the adjourned meeting,
a quorum is not present within half an hour from
the time appointed for the meeting:
(A) the Members present (being
not less than three (3)) shall be a quorum; or
(B) where a quorum is not present,
the meeting shall be dissolved.
The Chairperson if present shall
preside at every meeting of Police &
Community Youth Clubs or if there is no Chairperson,
or if the Chairperson is not present within fifteen
(15) minutes after the time appointed for the
holding of the meeting, or is unwilling to act,
then the Members present shall elect one of their
number to be Chairperson of the meeting.
The Chairperson may, with the consent
of any meeting at which a quorum is present (and
shall if so directed by the meeting) adjourn the
meeting from time to time and from place to place,
but no business shall be transacted at any adjourned
meeting other than the business left unfinished
at the meeting from which the adjournment took
place.
(1) When a meeting is adjourned
for thirty (30) days or more, notice of the adjourned
meeting shall be given as in the case of the original
meeting.
(2) Except as aforesaid, it shall
not be necessary to give any notice of an adjournment
or of the business to be transacted at an adjourned
meeting.
(1) At any extraordinary general
meeting, a resolution put to the vote of the meeting
shall 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:
(a) by the Chairperson; or
(b) by at least three (3) Members
present in person only and not by proxy.
(2) Unless a poll is so demanded,
a declaration by the Chairperson that a resolution
has on a show of hands been carried unanimously,
or by a particular majority, or lost, and an entry
to that effect in the book containing the minutes
of the proceedings of Police & Community Youth
Clubs shall be conclusive evidence of the fact
without proof of the number or proportion of the
votes recorded in favour or against the resolution.
(3) The demand for a poll may be
withdrawn.
(4) If a poll is duly demanded,
it shall be taken in such manner and subject to
paragraph (5) either at once or after an interval
or adjournment or otherwise as the Chairperson
directs, and the result of the poll shall be the
resolution of the meeting at which the poll was
demanded.
(5) A poll demanded on the election
of a Chairperson or on a question of adjournment
shall be taken forthwith.
In a case of an equality of votes,
whether on a show of hands or on a poll, the Chairperson
of the meeting at which the show of hands takes
place or at which the poll is demanded in addition
to his deliberative vote shall be entitled
to a second or casting vote.
21 (1) Every Member shall be entitled
to have one (1) vote at meetings of Police &
Community Youth Clubs.
A Member of the Police & Community
Youth Clubs may appoint a person as the Member’s
proxy to attend and vote for the Member at that
meeting.
The proxy shall be appointed in
writing, shall be signed by the Member appointing
the proxy, and shall be submitted to the Chairperson
not less than 24 hours before the meeting.
(1) An objection may be raised
to the qualification of a voter only at the meeting
or adjourned meeting at which the vote objected
to is given or tendered.
(2) Any such objection shall be
referred to the Chairperson of the meeting, whose
decision is final.
(3) A vote not disallowed pursuant
to such an objection is valid for all
purposes.
The Board of Directors shall establish
processes and strategies by which Clubs and Club
members may advise and assist the Board to achieve
the objectives of the organisation.
These processes and strategies
shall be determined from time to time and shall
be set out in the Model Rules.
24 The Board of Directors will
report annually to the Clubs on the organisation's
performance and shall seek advice from Clubs and
Club members on strategic directions for the organisation.
25 The Board shall ensure that
an electoral structure is in place that allows
Clubs to determine the non-Ministerial appointments
to the Board pursuant to Clauses 26 and 27 2(b).
26 The rules for electing four
(4) members from Club Councils to the Board of
Directors shall be determined by the Board of
Directors from time to time and shall be known
as "Elected Directors Rules."
THE
BOARD OF DIRECTORS
27 (1) The Board of Directors shall
consist of eleven (11) directors, all of whom
shall be appointed in accordance with this Constitution.
(2) The Board of Directors shall
comprise the following persons:-
(a) seven (7) persons to be appointed
by the Minister; and
(b) four (4) persons to be elected
from and by the Members of the Club Councils in
accordance with procedures set out in the Elected
Directors Rules.
(3) The seven (7) persons to be
appointed by the Minister for Police pursuant
to Clause 27(2)(a) shall include the following:-
(a) The Commissioner of the New
South Wales Police Service or his nominee.
(b) Six (6) nominees having skills
in any of the areas of financial
management, youth service management, crime prevention
skills, strategic planning and business management
28 The Chairperson of the Board
of Directors shall be appointed by the Minister.
In the event of the office of a
Member of the Board of Directors within the category
referred to in Clause 27(2)(a) herein becoming
vacant pursuant to Clause 34 herein the vacancy
shall be filled by a person appointed by the Minister
in accordance with Clause 27(2)(a).
30 The elected Members of the Board
of Directors shall hold office for a period of
three (3) years and shall be eligible for re-election
as a Member of the Board of Directors provided
that at the time of nomination the Member is a
member of a Club Council.
31 The Members of the Board of
Directors other than those who are elected thereto
shall hold office for a period of three (3) years
or such lesser term as the Minister specify and
may be eligible for reappointment by the Minister
upon expiration of such period.
32 The Board of Directors shall
have power at any time and from time to time to
appoint any member of a Club Council to the Board
of Directors to fill a casual vacancy of the elected
directors, but so that the total number of elected
Members of the Board of Directors shall not at
any time exceed the maximum number fixed in accordance
with these Clauses. Any person so appointed shall
hold office until the expiration of the original
appointment period for the position vacated. An
appointment made under this Clause shall be made
so as to maintain the country/Sydney balance of
Club representation in accordance with the Elected
Directors Rules.
33 (1) The Board of Directors may
by ordinary resolution of which special notice
has been given, recommend to the Minister that
any Member of the Board of Directors appointed
by the said Minister pursuant to Clause 27(2)(a)
be removed before the expiration of the Member’s
period of office provided that the steps referred
to in Clause 33(2) have been complied with and
the said Minister may at his own discretion so
remove such Member of the Board of
Directors.
(2) A resolution recommending expulsion
of any Member of the Board of Directors appointed
by the Minister pursuant to Clause 27(2)(a) shall
not be passed by the Board of Directors unless
the Member has been given notice in writing of
the allegations and has been given an opportunity
to respond to the Board of Directors. The opportunity
to be heard will not apply if a Member of the
Board is expelled as a result of any matters listed
in Clause 34.
(3) The Board of Directors may
by majority vote remove any Member of the Board
of Directors elected pursuant to Clause 27(2)(b)
by the Clubs before the expiration of the Member’s
period of office provided that the Member has
been given notice in writing of the allegations
and as been given an opportunity to respond to
the Board of Directors. The opportunity to be
heard will not apply if a Member of the Board
is expelled as a result of any matters listed
in Clause 34.
34 The office of a Member of the
Board of Directors shall become vacant if the
Member:-
(a) becomes bankrupt or makes any
arrangement or composition with
creditors generally;
(b) becomes prohibited from being
a director of a company by reason of any order
made under the Law;
(c) ceases to be a Member of the
Board of Directors by operation of Section 228
of the Law;
(d) becomes of unsound mind or
a person whose person or estate is liable to
be dealt with in any way under the Law relating
to mental health;
(e) resigns office by notice in
writing to Police & Community Youth Clubs;
(f) is absent from three (3) consecutive
meetings, without the prior leave of the Board
of Directors, or where no such leave is granted,
the Board of Directors is not satisfied that such
absence was justified in all the circumstances;
(g) is an elected Member of the
Board of Directors and ceases to be a member of
a Club Council.
(h) ceases to be a Member of Police
& Community Youth Clubs; or
(i) is removed from office in accordance
with Clause 33, provided always that nothing in
this paragraph shall affect the operation of Clause
4 of the Memorandum of Association of Police &
Community Youth Clubs.
35 From time to time the Board
of Directors may determine that any Member of
the Board of Directors shall be entitled to be
reimbursed for reasonable out of pocket expenses
incurred in performing the obligations and duties
of Directorship, and may be paid remuneration
for services provided to the organisation in that
capacity.
POWERS
AND DUTIES OF THE BOARD OF DIRECTORS
36 (1) (a) The business and general
affairs of Police & Community Youth Clubs
shall be under the management of the Board of
Directors which may exercise all such powers of
Police & Community Youth Clubs as are not
by the Law or by these Clauses required to be
exercised by Police & Community Youth Clubs
in general meeting.
(b) The Board of Directors shall
report annually to the Minister on the
effectiveness of its program and on its priorities
for the forthcoming year. In providing the report
the Board of Directors shall seek the Minister's
views on program issues which should be addressed
by Police & Community Youth Clubs.
(2) In particular but without derogating
from the general powers conferred by paragraph
(1)(a) and (b) of this Clause the Board of Directors
shall have power from time to time but solely
for carrying out the objects of Police & Community
Youth Clubs as set out in Clause 3 of the Memorandum
of Association:-
(a) to establish, discontinue,
or determine a Police & Community Youth Club
in any location in the State;
(b) to formulate and from time
to time revise, Model Rules for the
management control and supervision of the Clubs
including rules for the constitution of a Club
Council and rules for the use of premises, facilities
and equipment;
(c) To stipulate that every Club
Council shall at all times operate their Club
in accordance with the Model Rules and other directions
of the Board of Directors;
(d) to stipulate that the Club
Council of any Club shall not, without the
authority of the Board of Directors, incur any
expenditure or create any liability which, added
to any other liability then existing, will exceed
the funds actually available to meet such expenditure
and/or liability;
(e) to dismiss some or all members
of a Club Council if the Board of Directors is
of the opinion that the conduct of any such member
or Club Council is, or has been detrimental to
the welfare or interests of Police & Community
Youth Clubs or that any such member of such Club
Council is not a fit and proper person to manage
the affairs of the Club;
(f) to relocate or sell Club premises
PROVIDED THAT any decision to relocate or sell
Club premises shall only be taken after appropriate
consultation with the Club Council and after consideration
of the effectiveness of the Club in meeting the
principal objects of the organisation; and
(g) to impose any fees, levies
or subscriptions upon any or all of the Clubs
as the Board of Directors in its absolute discretion
sees fit from time to time.
(h) to resolve from time to time
to establish, amend or replace regulations relating
to the functioning of the Police & Community
Youth Clubs its Clubs, employees and volunteers.
37 The Board of Directors may exercise
all the powers of Police & Community Youth
Clubs to:-
(a) borrow money and mortgage or
charge its property, or any part thereof;
(b) issue debentures and other
securities whether outright or as security for
any debt, liability, or obligation of Police &
Community Youth Clubs;
(c) develop a corporate plan and
implement long term strategies;
(d) manage the finances of Police
& Community Youth Clubs;
(e) administer the assets of Police
& Community Youth Clubs;
(f) undertake major fund raising
on behalf of Police & Community Youth Clubs;
and
(g) appoint steering committees
for the purpose of establishing new Clubs.
38 All cheques, promissory notes,
drafts, bills of exchange and other
negotiable instruments, documents of commitment
and all receipts for money paid to Police &
Community Youth Clubs shall be signed, drawn,
accepted, endorsed or otherwise executed, as the
case may be, by any two members of the Board of
Directors or in such other manner as the Board
of Directors from time to time determine.
39 (1) The Board of Directors shall
cause minutes to be made:-
(a) of all appointments of officers
of the Company;
(b) of names of Members of the
Board of Directors present at all meetings of
Police & Community Youth Clubs and of the
Board of Directors; and
(c) of all proceedings at all meetings
of Police & Community Youth Clubs and of the
Board of Directors.
(2) Such minutes shall be signed
by the Chairperson of the meeting at which the
proceedings were held or by the Chairperson of
the next succeeding meeting.
PROCEEDINGS
OF THE BOARD OF DIRECTORS
40 (1) The Board of Directors may
meet together for the despatch of business, adjourn
and otherwise regulate its meetings as it thinks
fit.
(2) Three (3) members of the Board
of Directors may at any time, and the Secretary
shall on the requisition of three (3) members
of the Board of Directors, summon a meeting of
the Board of Directors.
41 (1) Subject to these Clauses,
questions arising at any meeting of the Board
of Directors shall be decided by a majority of
votes and determination by a majority of the Members
of the Board of Directors shall for all purposes
be deemed a determination of the Board of Directors.
(2) In case of an equality of votes,
the Chairperson of the meeting in addition to
his/her deliberative vote shall have a casting
vote.
42 A Member of the Board of Directors
shall not vote directly or indirectly in respect
of any contract or proposed contract with Police
& Community Youth Clubs in which he/she is
directly or indirectly interested, or any matter
arising thereout and if he/she does so vote his/her
vote shall not be counted.
43 (1) Subject to the provisions
of paragraph (3) of this Clause, the quorum necessary
for the transaction of the business of the Board
of Directors shall be five (5) or such other number
(but not less than three (3)) as may be determined
by the Board of Directors from time to time.
(2) If a quorum is not present
within half an hour from the time appointed for
the meeting the meeting shall stand adjourned
to such day and such time and place as the persons
present at that time may determine.
(3) If at the adjourned meeting
a quorum is not present within half an hour from
the time appointed for the meeting:
(a) the members present (being
not less than three (3)) shall be a quorum; or
(b) where a quorum is not present,
the meeting shall be dissolved.
44 The continuing Members of the
Board of Directors may act notwithstanding any
vacancy in the Board of Directors but if and so
long as their number is reduced below the minimum
number fixed by or pursuant to these Clauses as
the necessary quorum of the Board of Directors
the continuing Member or Members may act for the
purpose of increasing the number of Members of
the Board of Directors to that number or of summoning
a general meeting of Police & Community Youth
Clubs but for no other purpose.
45 The Chairperson shall preside
at every meeting of the Board of Directors or
if there is no Chairperson or if at any meeting
the Chairperson is not present within fifteen
(15) minutes after the time appointed for holding
the meeting then the members may choose one of
their number to be Chairperson of the meeting.
46 The Board of Directors may appoint
from among its Members or from other persons who
are not Members of such Board as it thinks fit,
sub-committees for any purpose whatsoever which
from time to time it may think desirable and to
delegate to any such sub-committee such powers
as it may think fit not being duties imposed on
the Board of Directors as the directors of Police
& Community Youth Clubs by the Law or the
general law.
47 Each sub-committee appointed
in accordance with the preceding Clause shall
in the exercise of the powers so delegated conform
to any regulations that may be imposed on it by
the Board of Directors.
48 A sub-committee may elect a
Chairperson of its meetings; if no such Chairperson
is elected or if at any meeting the Chairperson
is not present within fifteen (15) minutes after
the time appointed for holding the meeting, the
Members present may choose one of their number
to be Chairperson of the meeting.
49 A sub-committee may meet and
adjourn as it thinks proper. Questions arising
at any meeting shall be determined by a majority
of votes of the Members of the sub-committee and
in the case of an equality of votes, the Chairperson
in addition to his/her deliberative vote shall
have a casting vote.
50 All members of any sub-committee
appointed in accordance with Clause 46 including
those members who are not Members of the Board
of Directors shall be entitled to vote.
51 All acts done by any meeting
of the Board of Directors or a sub-committee or
by any person acting as a Member of the Board
of Directors shall, notwithstanding that it is
afterwards discovered that there was some defect
in the appointment of any such Member or person
acting as aforesaid, or that the Members of the
Board of Directors or any of them were disqualified,
be as valid as if every such person had been duly
appointed and was qualified to be a Member of
the Board of Directors or the sub-committee.
52 (1) If all the Members of the
Board of Directors have signed a document containing
a statement that they are in favour of a resolution
of the Board of Directors in terms set out in
the document, a resolution in those terms shall
be deemed to have been passed at a meeting of
the Board of Directors held on the day on which
the document was signed and at the time at which
the document was last signed by a Member of the
Board of Directors or if the Members signed the
document on different days on the day on which
and at the time at which the document was last
signed by a Member of the Board of Directors.
(2) For the purposes of paragraph
(1) two (2) or more separate documents containing
statements in identical terms each of which is
signed by one or more Members of the Board of
Directors shall together be deemed to constitute
one document containing a statement in those terms
signed by those Members on the respective days
on which they signed the separate documents.
(3) A reference in paragraph (1)
to all the Members of the Board of Directors does
not include a reference to a Member who at a meeting
of the Board of Directors would not be entitled
to vote on the resolution or who at the time when
the document was both first and last signed by
a Member was not present in Australia.
SECRETARY
53 The Secretary shall and in accordance
with the Law be appointed by the Board of Directors
for such term, upon such conditions as it thinks
fit, and any Secretary so appointed may be removed
by it.
SEAL
54 (1) The Board of Directors shall
provide for the safe custody of the seal.
(2) The seal shall only be used
by the authority of the Board of Directors or
of a sub-committee of Members of the Board of
Directors authorised by the Board of Directors
in that behalf or under a Power of Attorney granted
by the Board to senior staff of the Company as
nominated by the Board from time to time and for
those purposes specified by the Board from time
to time.
(3) Every instrument to which the
seal is affixed shall be signed by a Member of
the Board of Directors and shall be countersigned
by the Secretary or by a second
