Proposal Part 2

Incorporation of the Australian Lithuanian Community and updating its Constitution
 A report by the Incorporation Working Group set up by the Federal Executive of the Australian Lithuanian Community
 15 December 2016

 

Part 1: Introduction, rationale and explanatory notes

Part 2: Proposed Constitution

Part 3: Current Constitution in Lithuanian & English

Constitution of the Australian Lithuanian Community Association Limited
Australian Company Number (ACN) [insert ACN]

A company limited by guarantee

Preliminary

  1. Name of the association

The name of the association is the Australian Lithuanian Community Association Limited (the association).

  1. Type of association

The company is a not-for-profit public company limited by guarantee which is established to be, and to continue as, a charity.

  1. Limited liability of member organisations

The liability of member organisations is limited to the amount of the guarantee in clause 4.

  1. The guarantee

Each member organisation must contribute an amount not more than $10 (the guarantee) to the property of the association if the association is wound up while the member organisation is a member organisation, or within 12 months after they stop being a member organisation, and this contribution is required to pay for the:

  • debts and liabilities of the association incurred before the member organisation stopped being a member organisation, or
  • costs of winding up.
  1. Definitions

5.1 In this constitution:

  • absolute majority means the majority of voters entitled to vote
  • ACNC Act means the Australian Charities and Not-for-profits Commission Act 2012 (Cth)
  • association means the company referred to in clause 1
  • Corporations Act means the Corporations Act 2001 (Cth)
  • Federal Executive member has the same meaning as ‘director’ in the Corporations Act
  • initial member organisation means an organisation named in the application for registration of the association, with their consent, as a proposed member organisation of the association
  • councillor present means, in connection with a Federal Council session, a councillor present at the venue or venues for the session
  • Delegate means a delegate of a Regional Community Organisation Member
  • Member Organisation Representative means the President of a Member Organisation or his or her nominee and a Delegate of a Regional Community Organisation Member
  • registered charity means a charity that is registered under the ACNC Act
  • simple majority means the majority of eligible voters present and voting
  • special resolution means a resolution:
    • of which notice has been given under clause 26.5(c), and
    • that has been passed by at least 75% of the votes cast by councillors present and entitled to vote on the resolution, and
  • surplus assets means any assets of the association that remain after paying all debts and other liabilities of the association, including the costs of winding up.

 Charitable purposes and powers

  1. Object

6.1 The association’s object is to pursue the following charitable purposes:

  • to encourage and foster the maintenance of Lithuanian language, culture, traditions and community activities by people of Lithuanian heritage or association in Australia;
  • to foster, support and organise cultural, educational, social and sporting activities for people of Lithuanian heritage or association in Australia;
  • to preserve the Lithuanian heritage in Australia;
  • to coordinate the collection and dissemination of information between member organisations and other Lithuanian organisations inside and outside Australia;
  • to foster and facilitate cooperation between member organisations;
  • to represent the Australian Lithuanian community;
  • to coordinate and assist member organisations in working towards these objectives.

6.2 Without limiting what the purposes in clause 6.1 could include, in pursuing these purposes, the association may:

  • represent the Australian Lithuanian community to all tiers of government and others in the Australian community;
  • represent the Australian Lithuanian community to, maintain links with, and foster co-operation in all fields of endeavour with overseas Lithuanian communities and organisations including, but not limited to, the World Lithuanian Community and the Lithuanian government and its institutions.
  1. Powers

7.1 Subject to clause 8, the association has the following powers, which may only be used to carry out its purpose(s) set out in clause 6:

  • the powers of an individual, and
  • all the powers of a company limited by guarantee under the Corporations Act.

7.2 Nothing in this constitution empowers the association to interfere with member organisations’ rights to independent management of their affairs in accordance with their own constitutions or rules.

8. Not-for-profit

8.1 The association must not distribute any income or assets directly or indirectly to its member organisations, except as provided in clauses 2 and 80.

8.2 Clause 1 does not stop the association from doing the following things, provided they are done in good faith:

  • paying a member organisation for goods or services it has provided or expenses it has properly incurred at fair and reasonable rates or rates more favourable to the association, or
  • making a payment to a member organisation in carrying out the association’s charitable purpose(s).

9. Amending the constitution

9.1 Subject to clause 9.2, the member organisations may amend this constitution by passing a special resolution.

9.2 The member organisations must not pass a special resolution that amends this constitution if passing it causes the association to no longer be a charity.

Member organisations

  1. Who can be a member organisation?

10.1 Regional community organisations of Lithuanians in Australia may apply to become Regional Community Member Organisations provided their aims and activities are not inconsistent with the statement of purposes in this Constitution;

10. 2 Other Lithuanian organisations in Australia may apply to become Special Purpose Member Organisations provided their aims and activities are not inconsistent with the statement of purposes in this Constitution;

10. 3 For clarification, local organisations should seek to participate in the Australian Lithuanian Community through their regional community organisation or other representative body rather than apply for membership of the Australian Lithuanian Community. For example, local sporting groups should seek to participate in the Australian Lithuanian Community through their regional community organisation, their regional sporting organisation or ALFAS.

10.4 For the avoidance of doubt, on incorporation, regional community organisations of Lithuanians in Australia included those in Adelaide, Brisbane, Canberra, Geelong, Hobart, Melbourne, Perth and Sydney.

10.5 For the avoidance of doubt, on incorporation, other Lithuanian organisations in Australia included the Australian Lithuanian Foundation, the Lithuanian Publishing Society Ltd, the Australian Lithuanian Sports Federation (ALFAS) and the Australian Lithuanian Youth Association incorporated.

10. 6 In this clause, an organisation may be incorporated or unincorporated.

11. Membership and register of member organisations

11.1 The member organisations of the association are:

  • initial member organisations, and
  • any other organisation that the Federal Executive and Federal Council allow to be a member organisation, in accordance with this constitution.

11.2 The association must establish and maintain a register of member organisations. The register of member organisations must be kept by the secretary and must contain for each current member organisation:

  • name
  • address and other contact details
  • date the member organisation was entered on to the register,
  • and if the member organisation ceases to be a member organisation, the date on which the member organisation ceased to be a member organisation.

11.3 This register must be kept for at least 7 years.

11.4 The association must give current member organisations access to the register of member organisations.

11.5 Information that is accessed from the register of member organisations must only be used in a manner relevant to the interests or rights of member organisations.

  1. How to apply to become a member organisation

12.1 An eligible organisation may apply to become a member organisation of the association by writing to the Federal Executive stating that it:

  • wants to become a member organisation and;
  • supports the purposes of the association, and
  • agrees to comply with the association’s constitution, including paying the guarantee under clause 4 if required; and provides a copy of its constitution with its application.

13. Federal Executive decides whether to approve membership

13.1 The Federal Executive must consider an application for membership within a reasonable time after receiving the application.

13.2 Any application for membership approved by the Federal Executive may be disallowed by the Federal Council at its next biennial session or at a session convened for that purpose before the next biennial session.

13.3 If the Federal Executive approves an application for membership the applicant has all the rights and obligations of a member organisation.  If the Federal Council disallows the membership, the membership lapses.

13.4 If the Federal Executive approves an application, it must as soon as possible:

  • enter the new member organisation on the register of member organisations, and
  • write to the applicant to advise it that its application has been approved:
    • subject to disallowance by the Federal Council,;
    • whether it was approved as an Special Interest Member Organisation or a Regional Community Member Organisation; and
    • the date that its membership started.

13.5 If the Federal Executive rejects an application, it must write to the applicant as soon as possible to tell the applicant that its application has been rejected, but does not have to give reasons.

For the avoidance of doubt, the Federal Executive may approve an application even if the application does not state the matters listed in clause 12.1. In that case, by applying to be a member organisation, the applicant agrees to those matters.

14. When an organisation becomes a member organisation

Other than initial member organisations, an applicant will become a member organisation when they are entered on the register of member organisations.

15. When an organisation stops being a member organisation

15.1 An organisation immediately stops being a member organisation if it:

  • Is wound up or otherwise dissolved or deregistered;
  • resigns, by writing to the secretary; or
  • has not responded within three months to a written request from the secretary that it confirm in writing that it wants to remain a member organisation.

16. Member organisations’ Responsibilities

16.1 Member organisations must advise the Federal Executive of

  • Contact details for correspondence;
  • Names and contact details of its governing body;
  • Names and contact details of its delegates to the Federal Council;
  • Any changes to its constitution or rules.

Member organisations are responsible for the conduct of the representatives.

Federal Council

17. The Federal Council

17.1 The Federal Council is the supreme decision making body of the association.

18. Membership of the Federal Council

18.1 The Federal Council comprises:

the Federal Executive of the association,

  • the President of the Advisory Council or his or her nominee,
  • the President of the Audit Committee or his or her nominee,
  • the head of the association’s archive or his or her nominee
  • the association’s representative on the Commission of the Lithuanian Republic Parliament and Lithuanian World Community,
  • the delegates to the World Lithuanian Community Parliament,
  • the President of each member organisation or his or her nominee,
  • the delegates elected by each Regional Community Member Organisation.

21. Delegates of Member Organisations

19.1 Special Interest Member Organisations may not elect any delegates to the Federal Council. They are to be represented by their presidents or their nominees.

19.2 Regional Community Member Organisations may be represented at the Federal Council by the presidents or their nominees and by their elected delegates.

19.3 Regional Community Member Organisations may elect delegates to the Federal Council as follows:

  • A Regional Community Member Organisation with less than 25 members may not elect any delegates to the Federal Council. It is to be represented by its president or his or her nominee;
  • A Regional Community Member Organisation with 25 or more members may elect 1 delegate for every 25 members, plus 1, if the total number of members is not a whole number multiple 25, up to a maximum of 5 delegates.

19.4 The number of members of each Regional Community Member Organisation is to be calculated as at the end of its last financial year before the biennial Federal Council session.

19.5 If requested by the Federal Executive, Regional Community Member Organisations must provide copies of their membership records to confirm the number of members they had at as the end of their last financial year.

19.6 The terms of the outgoing and incoming delegates cease and commence respectively 4 weeks before the beginning of the next biennial Federal Council session.

19.7 If a Delegate:

  • resigns in writing;
  • dies;
  • stops being a member of a Regional Community Member Organisation;
  • is a member of a Regional Community Member Organisation, and that Regional Community Member Organisation revokes the delegate’s delegation, his or her place shall be taken by the reserve candidate who received the most votes in the relevant election of the Regional Community Member Organisation which elected the delegate.  If there is no such candidate, the relevant Regional Community Member Organisation will nominate one of its members to fill the vacancy until the end of the vacated term.

19.8 If a Regional Community Member Organisation, stops being a member organisation of the association its delegates cease to be delegates to the Federal Council.

20. Register of councillors

20.1 The initial councillors are the people who:

  • were councillors at the Federal Council of the unincorporated Australian Lithuanian Community at the time of incorporation, and
  • have agreed to be councillors.

20.2 The association must establish and maintain a register of councillors. The register of councillors must be kept by the secretary and must contain for each councillor:

  • Name,
  • contact details, including email address and phone number,
  • the date the councillor was entered on to the register,
  • which position or positions listed in clause 18.1 the councillor holds, and
  • when the councillor ceases to be a councillor, the date the councillor ceased to be a councillor.

20.3 This register must be kept for at least 7 years.

20.4 The association must give current councilors access to the register of councilors.

20.5 Information that is accessed from the register of councilors must only be used in a manner relevant to the interests or rights of member organisations.

21. Presidium of the Federal Council

21.1 At each biennial Federal Council session the Council will elect 3 people as that Council’s Presidium who among themselves will elect a Council Chairperson and two Deputy Chairpersons.

21.2 The initial Presidium members are the people who:

  • were Presidium members at the Federal Council of the unincorporated Australian Lithuanian Community at the time of incorporation, and
  • have agreed to be Presidium members.

21.3 The terms of the outgoing and incoming Presidium cease and commence respectively on the election of the new Presidium at the next biennial Federal Council session.

21.4 The Council’s Chairperson will appoint a secretary and two assistant secretaries to keep the minutes of the session of the Federal Council.

21. 5 The Council’s Presidium and its secretary are to certify the minutes of Council session.

21.6 The councilors present and entitled to vote at a Federal Council session may choose a councilor to be the chairperson for that session if:

  • The Chairperson and both of the two Deputy Chairpersons are not present within 30 minutes after the starting time for the session, or
  • Any of the Chairperson and the two Deputy Chairpersons are present but say they do not wish to act as chairperson of the session.

22. Role of the chairperson

22.1 The chairperson of the session is responsible for the conduct of the Federal Council session, and for this purpose must give councillors a reasonable opportunity to make comments and ask questions (including to the external auditor (if any)).

22.2 The chairperson does not have a casting vote.

Federal Council Sessions

  1. Federal Council sessions convened by the Federal Executive or the Council’s Presidium

23.1 The Federal Executive or the Council’s Presidium may convene a Federal Council session.

23.2 If councilors with at least 25% of the votes that may be cast at a Federal Council session make a written request to the association for a Federal Council session to be convened the Federal Executive must:

  • within 21 days of the councilors’ request, give all councilors notice of a Federal Council session, and
  • hold the Federal Council session within 2 months of the councilors’ request.

23.3 The percentage of votes that councilors have (in clause 23.2) is to be worked out as at midnight before the councilors request the session.

23.4 The councilors who make the request for a Federal Council session must:

  • state in the request any resolution to be proposed at the session
  • sign the request, and
  • give the request to the association.

24.5 Separate copies of a document setting out the request may be signed by councilors if the wording of the request is the same in each copy.

 24. Federal Council sessions called by councillors

24.1 If the Federal Executive does not call the session within 21 days of being requested under clause 2, 50% or more of the councillors who made the request may convene and arrange to hold a Federal Council session.

24.2 To convene and hold a Federal Council session under clause 24 the councillors must:

  • convene the session using the list of councillors on the association’s register of councillors, which the association must provide to the councillors making the request at no cost, and
  • hold the Federal Council session within three months after the request was given to the association.

24.3 The association must pay the councillors who request the Federal Council session any reasonable expenses they incur because the Federal Executive did not call and hold the session.

25. Biennial Federal Council Sessions

25.1 Unless required to meet more often, the Federal Council will meet biennially.

25.2 A biennial Federal Council sessions must be held:

  • within 24 months after registration of the association, and
  • after the first biennial Federal Council session, at least once every second calendar year.

25.3 Even if these items are not set out in the notice of session, the business of an biennial Federal Council session includes:

  • a review of the association’s activities
  • a review of the association’s finances
  • any auditors’ reports
  • the election of Federal Executive,
  • the election of delegates to the World Lithuanian Community; and
  • the appointment and payment of external auditors, if any.

24.4 Before or at the biennial Federal Council session, the Federal Executive must give information to the councillors on the association’s activities and finances during the period since the last biennial Federal Council

24.5 The chairperson of the biennial Federal Council session must give councillors as a whole a reasonable opportunity at the session to ask questions or make comments about the management of the association.

26. Notice of Federal Council sessions

26.1 Notice of a Federal Council session must be given to each councillor

26.2 Notice of a Federal Council session must be provided in the manner set out in clause 73 at least 21 days before the session.

26.3 Subject to clause 26.4, notice of a session may be provided less than 21 days before the session if:

  • for an biennial Federal Council, all the councillors entitled to attend and vote at the biennial Federal Council agree beforehand, or
  • for any other Federal Council session, councillors with at least 95% of the votes that may be cast at the session agree beforehand.

26.4 Notice of a session cannot be provided less than 21 days before the session if a resolution will be moved to:

  • remove a Federal Executive member
  • appoint a Federal Executive member in order to replace a Federal Executive member who was removed, or
  • remove an external auditor.

26.5 Notice of a Federal Council session must include:

  • the place, date and time for the session (and if the session is to be held in two or more places, the technology that will be used to facilitate this)
  • the general nature of the session’s business
  • if applicable, that a special resolution is to be proposed and the words of the proposed resolution

26.6 If a Federal Council session is adjourned (put off) for one month or more, the councillors must be given new notice of the resumed session.

27. Quorum at Federal Council sessions

27.1 For a Federal Council session to be held, Member Organisation Representatives from 50% of Regional Community Member Organisations and 50% of councillors (first quorum) should be present.

27.2 If the first quorum is not present within 30 minutes after the nominated starting time, the Federal Council session may proceed if Member Organisation Representatives from 25% of Regional Community Member Organisations and 25% of councillors (second quorum) are present.

27.3 If the second quorum is not present within 30 minutes after the starting time for the delayed meeting, the Federal Council session is adjourned to the date, time and place that the chairperson specifies (which may be later that day).

27.4 If, at the resumed session, the first quorum is not present within 30 minutes after the nominated starting time for that session and the second quorum is not present within another 30 minutes, the session is cancelled.

27.5 To avoid any doubt, in establishing a quorum under this clause a Member Organisation Representative is also a councillor and can be counted as both a Member Organisation Representative and a councillor.

28. Auditor’s right to attend sessions

28.1 The external auditor (if any) is entitled to attend any Federal Council session and to be heard by the councillors on any part of the business of the session that concerns the external auditor in the capacity of auditor.

28.2 The association must give the external auditor (if any) any communications relating to the Federal Council session that a member organisation of the association is entitled to receive.

29. Using technology to hold sessions

29.1 The association may hold a Federal Council session at two or more venues using any technology that gives the councillors as a whole a reasonable opportunity to participate, including to hear and be heard.

29.2 Anyone using this technology is taken to be present in person at the session.

30. Adjournment of Federal Council Sessions

30.1 If a quorum is present, a Federal Council session must be adjourned if a majority of councillors present direct the chairperson to adjourn it.

30.2 Only unfinished business may be dealt with at a session resumed after an adjournment.

Councillors’ resolutions and statements

31. Councillors’ resolutions and statements

31.1 Councillors with at least 10% of the votes that may be cast on a resolution may give:

  • written notice to the association of a resolution they propose to move at a Federal Council session (councillors’ resolution), and/or
  • a written request to the association that the association give all of its councillors a statement about a proposed resolution or any other matter that may properly be considered at a Federal Council session (councillors’ statement).

31.2 A notice of a councillors’ resolution must set out the wording of the proposed resolution and be signed by the councillors proposing the resolution.

31.3 A request to distribute a councillors’ statement must set out the statement to be distributed and be signed by the councillors making the request.

31.4 Separate copies of a document setting out the notice or request may be signed by councillors if the wording is the same in each copy.

31.5 The percentage of votes that councillors have (as described in clause 1 is to be worked out as at midnight before the request or notice is given to the association.

31.6 If the association has been given notice of a councillors’ resolution under clause 1(a), the resolution must be considered at the next Federal Council session held more than two months after the notice is given.

31.7 This clause does not limit any other right that a member organisation has to propose a resolution at a Federal Council session.

32. Association must give notice of proposed resolution or distribute statement

32.1 If the association has been given a notice or request under clause 31:

  • in time to send the notice of proposed councillors’ resolution or a copy of the councillors’ statement to councillors with a notice of session, it must do so at the association’s cost, or
  • too late to send the notice of proposed councillors’ resolution or a copy of the councillors’ statement to councillors with a notice of session, then the councillors who proposed the resolution or made the request must pay the expenses reasonably incurred by the association in giving councillors notice of the proposed councillors’ resolution or a copy of the councillors’ statement. However, at a Federal Council session, the councillors may pass a resolution that the association will pay these expenses.

32.2 The association does not need to send the notice of proposed councillors’ resolution or a copy of the councillors’ statement to councillors if:

  • it is more than 1 000 words long
  • the Federal Executive considers it may be defamatory
  • clause 1(b) applies, and the councillors who proposed the resolution or made the request have not paid the association enough money to cover the cost of sending the notice of the proposed councillors’ resolution or a copy of the councillors’ statement to councillors, or
  • in the case of a proposed councillors’ resolution, the resolution does not relate to a matter that may be properly considered at a Federal Council session or is otherwise not a valid resolution able to be put to the councillors.
  1. Circular resolutions of councillors

33.1 Subject to clause 2, the Federal Executive may put a resolution to the councillors to pass a resolution without a Federal Council session being held (a circular resolution).

33.2 Circular resolutions cannot be used:

  • for a resolution to remove an external auditor, appoint a Federal Executive member or remove a Federal Executive member
  • for passing a special resolution, or
  • where the Corporations Act or this constitution requires a meeting to be held.

33.3  A circular resolution is passed if an absolute majority of the councillors entitled to vote on the resolution sign or agree to the circular resolution, in the manner set out in clause 4 or clause 33.5.

33.4 Councillors may sign:

  • a single document setting out the circular resolution and containing a statement that they agree to the resolution, or
  • separate copies of that document, as long as the wording is the same in each copy.

33.5 The association may send a circular resolution by email to councillors and councillors may agree by sending a reply email to that effect, including the text of the resolution in their reply.

33.6 A circular resolution is passed when the last of the absolute majority of councillors signs or otherwise agrees to the resolution in the manner set out in clause 33.4 or clause 33.5.

Voting at Federal Council sessions

  1. How many votes a councillor has

34.1 Unless prohibited from voting by clause 34.2 each councillor has one vote at Federal Council even though he or she may be attending in more than one capacity

34.2 Only Member Organisation Representatives may vote on issues which the law requires must be decided by the members of a corporation in general meeting.

34.3 Issues which the law could require the members of a corporation in general meeting to decide may include:

  • changing this Constitution
  • electing members of the Federal Executive.
  • deciding issues which need the passing of a special resolution.
  1. Challenge to councillor’s right to vote

35.1 A councillor or the chairperson may only challenge a person’s right to vote at a Federal Council session at that session.

35.2 If a challenge is made under clause 34, the chairperson must decide whether or not the person may vote. The chairperson’s decision is final.

36. How voting is carried out

36.1 Voting must be conducted and decided by:

  • a show of hands
  • a vote in writing, or
  • another method chosen by the chairperson that is fair and reasonable in the circumstances.

36.2 On a show of hands, the chairperson’s decision is conclusive evidence of the result of the vote.

36.3 The chairperson and the session minutes do not need to state the number or proportion of the votes recorded in favour or against on a show of hands.

37. When and how a vote in writing must be held

37.1 A vote in writing may be demanded on any resolution instead of or immediately after a vote by a show of hands by:

  • at least five councillors present
  • councillors present with at least 10% of the votes that may be passed on the resolution on the vote in writing (worked out as at the midnight before the vote in writing is demanded), or
  • the chairperson.

37.2 A vote in writing must be taken when and how the chairperson directs, unless clause 3 applies.

37.3 A vote in writing must be held immediately if it is demanded under clause 37:

  • for the election of a chairperson under clause 21.6, or
  • to decide whether to adjourn the session.

37.4 A demand for a vote in writing may be withdrawn.

38. Appointment of proxies

38.1 Unless required by law, the appointment of proxies is not permitted.

Elections

  1. Election to the Federal Executive, Advisory Council, the Audit Committee and as delegates to the World Lithuanian Community Parliament

39.1 Subject to clause 39.2, every member of a Regional Community Member Organisation may be elected or appointed to any position of the association.

39.2 Persons who are permanently employed by the association cannot be elected or appointed to any position of the Association.

39.3 Before an election, the number of candidates and the electoral procedure must be publicly proclaimed.

39.4 Any councillor may nominate a candidate for election (including him or herself).

39.5 Nominations may be oral or in writing.

39.6 If a nominated candidate is not present at the time of his or her nomination, his or her written consent for candidature must be tabled at the relevant session.

39.7 Candidates receiving the most votes in a secret ballot must be declared elected.

39.8 If voting for any candidates is tied, then the younger shall be declared elected.

Federal Executive

  1. Number of Federal Executive members

41.1 The association must have at least five and no more than nine Federal Executive members.

41.2 The president of the Australian Lithuanian Youth Association Incorporated or his or her nominee is a non-voting ex officio member of the Federal Executive who is not to be counted when determining whether or not there is a quorum at a Federal Executive meeting.

41. Location of the Federal Executive

41.1 The Federal Executive will be hosted, in turn, by the Regional Community Member Organisations of Melbourne, Adelaide and Sydney.

41.2 If any Regional Community Member Organisation declines to host the Federal Executive when its turn arises, it will pass to the next Regional Community Member Organisation listed.

41.3 If all Regional Community Member Organisations listed decline to host the Federal
Executive it will be located at a place determined by the Federal Executive.

42. Election and appointment of Federal Executive members

42.1 The initial Federal Executive members are the people who:

  • were elected at the Federal Council of the unincorporated Australian Lithuanian Community in December 2016
  • are named as proposed Federal Executive members in the application for registration of the association, and
  • have agreed to act as Federal Executive members.

42.2 Apart from the initial Federal Executive members and Federal Executive members appointed under clause 3, the councillors may elect a Federal Executive member by a resolution passed in a Federal Council session.

42.3 The Federal Executive may appoint a person as a Federal Executive member to fill a casual vacancy or as an additional Federal Executive member if that person:

  • is a member of a Regional Community Member Organisation of the association,
  • gives the association their signed consent to act as a Federal Executive member of the association, and
  • is not ineligible to be a Federal Executive member under the Corporations Act or the ACNC Act.

42.4 Regardless of where the Federal Executive is being hosted, any member of any Regional Community Member Organisation may be elected or appointed to the Federal Executive

42.5 If the number of Federal Executive members is reduced to fewer than five the continuing Federal Executive members may act for the purpose of increasing the number of Federal Executive members to five or calling a Federal Council session, but for no other purpose.

43. Executive positions

43.1 At its first meeting a newly elected Federal Executive will elect;

  • a president;
  • a vice president;
  • a secretary; and
  • a treasurer and allocate any portfolios it deems necessary.

44. Term of office

44.1 At each biennial Federal Council:

  • any Federal Executive member appointed by the Federal Executive members to fill a casual vacancy or as an additional Federal Executive member must retire, and
  • at least one half of the remaining Federal Executive members must retire.

44.2 The Federal Executive members who must retire at each biennial Federal Council under clause 44.1(b) will be the Federal Executive members who have been longest in office since last being elected. Where Federal Executive members were elected on the same day, the Federal Executive member(s) to retire will be decided by lot unless they agree otherwise.

44.3 Other than a Federal Executive member appointed under clause 42.3, a Federal Executive member’s term of office starts at the end of the biennial Federal Council at which they are elected and ends at the end of the biennial Federal Council at which they retire.

44.4 Each Federal Executive member must retire at least once every 4 years.

44.5 A Federal Executive member who retires under clause 44.4 may nominate for election or re-election, subject to clause 44.6.

44.6 A Federal Executive member who has held office for a continuous period of eight years or more may only be re-appointed or re-elected by a special resolution

45. When a Federal Executive member stops being a Federal Executive member

45.1 A Federal Executive member stops being a Federal Executive member if he or she:

  • resigns in writing;
  • dies;
  • is removed as a Federal Executive member by a resolution of councillors;
  • stops being a member of a Regional Community Member Organisation;
  • is a member of a Regional Community Member Organisation, and that Regional Community Member Organisation stops being a member organisation of the association;
  • is absent for 3 consecutive Federal Executive ’ meetings without approval from the Federal Executive , or
  • becomes ineligible to be a Federal Executive member of the association under the Corporations Act or the ACNC Act.

Powers of Federal Executive

  1. Powers of Federal Executive

46.1 The Federal Executive is responsible for managing and directing the activities of the association to achieve the purposes set out in clause 1

46.2 The Federal Executive may use all the powers of the association except for powers that, under the Corporations Act or this constitution, may only be used by the Federal Council.

46.3 The Federal Executive must decide on the responsible financial management of the association including:

  • any suitable written delegations of power under clause 47, and
  • how money will be managed, such as how electronic transfers, negotiable instruments or cheques must be authorised and signed or otherwise approved.

46.4 The Federal Executive cannot remove a Federal Executive member or external auditor. Federal Executive and external auditors may only be removed by a Federal
Council resolution at a Federal Council session.

47. Delegation of Federal Executive’ powers

47.1 The Federal Executive may delegate any of its powers and functions to a committee, a Federal Executive member, an employee of the association (such as a chief executive officer) or any other person, as they consider appropriate.

47.2 Without limiting the generality of clause 46.1, the Federal Executive may form Cultural and Educational subcommittees to foster, coordinate and support cultural and educational activities.

47.3 All delegations must be recorded in the association’s minute book.

48. Payments to Federal Executive members

48.1 The association must not pay fees to a Federal Executive member for acting as a Federal Executive member.

48.2 The association may:

  • pay a Federal Executive member for work they do for the association, other than as a Federal Executive member, if the amount is no more than a reasonable fee for the work done, or
  • reimburse a Federal Executive member for expenses properly incurred by the Federal Executive member in connection with the affairs of the association.

48.3 Any payment made under clause 2 must be approved by the Federal Executive.

48.4 The association may pay premiums for insurance indemnifying Federal Executive members, as allowed for by law (including the Corporations Act) and this constitution.

49. Execution of documents

49.1 The association may execute a document without using a common seal if the document is signed by two Federal Executive members of the association.

Reporting to councillors

  1. Reporting to councillors

50.1 In December of each year a biennial Federal Council session is not held, the Federal Executive will provide a written report to the councillors of the association’s activities for the previous 12 months including as summary of the association’s financial activities.

Duties of Federal Executive members

  1. Duties of Federal Executive members

51.1 Federal Executive members must comply with their duties as Federal Executive members under legislation and common law (judge-made law), and with the duties described in governance standard 5 of the regulations made under the ACNC Act which are:

  • to exercise their powers and discharge their duties with the degree of care and diligence that a reasonable individual would exercise if they were a Federal Executive member of the association
  • to act in good faith in the best interests of the association and to further the charitable purpose(s) of the association set out in clause 6.1
  • not to misuse their position as a Federal Executive member
  • not to misuse information they gain in their role as a Federal Executive member
  • to disclose any perceived or actual material conflicts of interest in the manner set out in clause 52
  • to ensure that the financial affairs of the association are managed responsibly, and
  • not to allow the association to operate while it is insolvent.
  1. Conflicts of interest

52.1 A Federal Executive member must disclose the nature and extent of any actual or perceived material conflict of interest in a matter that is being considered at a meeting of Federal Executive (or that is proposed in a circular resolution):

  • to the other Federal Executive members, or
  • if all of the Federal Executive members have the same conflict of interest, to the member organisations at the next Federal Council session, or at an earlier time if reasonable to do so.

52.2 The disclosure of a conflict of interest by a Federal Executive member must be recorded in the minutes of the meeting.

52.3 Each Federal Executive member who has a material personal interest in a matter that is being considered at a meeting of the Federal Executive (or that is proposed in a circular resolution) must not, except as provided under clause 4:

  • be present at the meeting while the matter is being discussed, or
  • vote on the matter.

52.4 A Federal Executive member may still be present and vote if:

52.5 His or her interest arises because they are a member of member organisation, and the other Federal Executive members have the same interest

  • their interest relates to an insurance contract that insures, or would insure, the Federal Executive member against liabilities that the Federal Executive member incurs as a Federal Executive member of the association (see clause 77)
  • their interest relates to a payment by the association under clause 76 (indemnity), or any contract relating to an indemnity that is allowed under the Corporations Act
  • the Australian Securities and Investments Commission (ASIC) makes an order allowing the Federal Executive member to vote on the matter, or
  • the Federal Executive members who do not have a material personal interest in the matter pass a resolution that:
    • identifies the Federal Executive member, the nature and extent of the Federal Executive member’s interest in the matter and how it relates to the affairs of the association, and
    • says that those Federal Executive members are satisfied that the interest should not stop the Federal Executive member from voting or being present.

Federal Executive meetings

  1. When the Federal Executive meets

53.1 The Federal Executive may decide how often, where and when it meets.

54. Calling Federal Executive’ meetings

54.1 A Federal Executive member may call a Federal Executive’ meeting by giving reasonable notice to all of the other Federal Executive members.

54.2 A Federal Executive member may give notice in writing or by any other means of communication that has previously been agreed to by all of the Federal Executive members.

55. Chairperson for Federal Executive’ meetings

55.1 The elected Federal Executive President is entitled to chair Federal Executive meetings.

55.2 The Federal Executive members at a Federal Executive meeting may choose a Federal Executive member to be the chairperson for that meeting if the President is:

  • not present within 30 minutes after the starting time set for the meeting, or
  • present but does not want to act as chairperson of the meeting.

56. Quorum at Federal Executive’ meetings

65.1 The quorum for a Federal Executive’ meeting is a majority (more than 50%) of Federal Executive members.

57. Using technology to hold Federal Executive’ meetings

57.1 The Federal Executive members may hold their meetings by using any technology (such as video or teleconferencing) that is agreed to by all of the Federal Executive members.

57.2 The Federal Executive members’ agreement may be a standing (ongoing) one.

57.3 A Federal Executive member may only withdraw his or her consent within a reasonable period before the meeting.

58. Passing Federal Executive resolutions

58.1 A Federal Executive resolution must be passed by a simple majority.

59. Circular resolutions of Federal Executive

59.1 The Federal Executive may pass a circular resolution without a Federal Executive meeting being held.

59.2 A circular resolution is passed if an absolute majority of the Federal Executive members entitled to vote on the resolution sign or otherwise agree to the resolution in the manner set out in clause 59.3 or clause 59.4.

59.3 Each Federal Executive member may sign:

  • a single document setting out the resolution and containing a statement that they agree to the resolution, or
  • separate copies of that document, as long as the wording of the resolution is the same in each copy.

59.4 The association may send a circular resolution by email to the Federal Executive members and the Federal Executive members may agree to the resolution by sending a reply email to that effect, including the text of the resolution in their reply.

59.5 A circular resolution is passed when the last of the absolute majority of Federal Executive member signs or otherwise agrees to the resolution in the manner set out in clause 59.3 or clause 59.4.

Minutes and Financial records

  1. Minutes and related records

60.1 The association must, within one month, make and keep the following records:

  • minutes of proceedings and resolutions of Federal Council sessions
  • minutes of circular resolutions of councillors
  • a copy of a notice of each Federal Council session, and
  • a copy of a councillors’ statement distributed to councillors under clause 32.

60.2 The association must, within one month, make and keep the following records:

  • minutes of proceedings and resolutions of Federal Executive’ meetings (including meetings of any committees), and
  • minutes of circular resolutions of Federal Executive.

60.3 To allow councillors to inspect the association’s records:

  • the association must give a councillor access to the records set out in clause 1, and
  • the Federal Executive may authorise a councillor to inspect other records of the association, including records referred to in clause 2 and clause 61.

60.4 The Federal Executive must ensure that minutes of a Federal Council session or a Federal Executive meeting are signed within a reasonable time after the meeting by:

  • the chairperson of the meeting, or
  • the chairperson of the next meeting.

60.5 The Federal Executive must ensure that minutes of the passing of a circular resolution (of councillors or Federal Executive) are signed by a Federal Executive member within a reasonable time after the resolution is passed.

61. Financial and related records

61.1 The association must make and keep written financial records that:

  • correctly record and explain its transactions and financial position and performance, and
  • enable true and fair financial statements to be prepared and to be audited.

61.2 The association must also keep written records that correctly record its operations.

61.3 The association must retain its records for at least 7 years.

61.4 The Federal Executive must take reasonable steps to ensure that the association’s records are kept safe.

Audit Committee

  1. Audit Committee

62.1 The Audit Committee is responsible for auditing the financial records of the association.

62.2 The Audit Committee comprises three persons elected by the Federal Council.

62.3 The terms of the outgoing and incoming Audit Committee cease and commence respectively on the election of the new Audit Committee at the next biennial Federal Council session.

62.4 On the death of a member of the Audit Committee or if for any other reason the person ceases to be a member of the Audit Committee, then his or her place shall:

  • be taken by the reserve candidate who received the most votes at the relevant election of the Audit Committee; and
  • if there is no such candidate, the remaining members of the Audit Committee may appoint a member of a Regional Community Member Organisation to fill the vacancy.

62.5 The Audit Committee may conduct audits of the association’s assets, books and records at any time, if they deem it necessary, but at least every 2 years before the biennial Federal Council session.

62.6 All decisions of the Audit Committee shall be by a simple majority.

62.7 The Audit Committee reports the results of its audits to the Federal Executive after it has completed any audit and to the Federal Council at its next biennial session.

External auditors

  1. External Auditors

63.1 Unless required by law or contract or deemed necessary by the Federal Executive the financial records of the association do not have to be audited by external auditors.

Constitutional Interpretation and Dispute Resolution

  1. Advisory Council

64.1 The Advisory Council shall:

  • interpret this Constitution; and
  • either:
  • mediate any disputes referred to it; or
  • appoint an individual mediator to mediate the dispute.

64.2 The Advisory Council comprises three persons elected by the Federal Council.

64.3 The terms of the outgoing and incoming Advisory Council cease and commence respectively on the election of the new Advisory Council at the next biennial Federal Council session.

64.4 On the death of a member of the Advisory Council or if for any other reason the person ceases to be a member of the Advisory Council, then his or her place shall:

  • be taken by the reserve candidate who received the most votes at the relevant election of the Advisory Council; and
  • if there is no such candidate, the remaining members of the Advisory Council may appoint a member of a Regional Community Member Organisation to fill the vacancy.
  1. Dispute resolution

65.1 The dispute resolution procedure in this clause applies to disputes (disagreements) under this Constitution between a member organisation, a Member Organisation Representative, a councillor or a Federal Executive member and:

  • one or more member organisations
  • one or more Member Organisation Representatives
  • one or more councillors
  • one or more Federal Executive members, or
  • the association.

65.2 Those involved in the dispute must try to resolve it between themselves within 14 days of knowing about it.

65.3 If those involved in the dispute do not resolve it under clause 2 they must within 10 days:

  • tell the Federal Executive about the dispute in writing
  • agree or request that the dispute be referred to the Advisory Council for mediation, and
  • attempt in good faith to settle the dispute by mediation.

65.4 The mediator must be:

  • chosen by agreement of those involved, or
  • where those involved do not agree,
  • a person chosen by the Advisory Council, or
  • 2 or more people, as a mediation team, chosen by the Advisory Council.

65.5 A mediator, whether as an individual mediator or as one of a mediation team, chosen by the Advisory Council under clause 4(b):

  • may be a member of the Advisory Council
  • may be a member or former member of a Regional Community Member Organisation
  • must not have a personal interest in the dispute, and
  • must not be biased towards or against anyone involved in the dispute.

65.6 When conducting the mediation, mediators must:

  • allow those involved a reasonable chance to be heard
  • allow those involved a reasonable chance to review any written statements
  • ensure that those involved are given natural justice, and
  • not make a decision on the dispute.

Archive

  1. Archive

66.1 The association will have an Archive to collect and store all historical material concerning the Australian Lithuanian community and the lives and activities of Lithuanians living in Australia.

66.2 The Federal Executive will appoint a head archivist to oversee the operations of the archive.

Australian Lithuanian Foundation

67.  Australian Lithuanian Foundation

67.1 The Australian Lithuanian Foundation supports Lithuanian cultural and educational activities, liaising with the Federal Executive or executive committees of Regional Community Member Organisations where appropriate.

67.2 The Australian Lithuanian Foundation provides an annual report to its members and it is available to members of the Australian Lithuanian community, as well as a biennial report to the Federal Council.

Lithuanian Community Publishing Society

68.  Lithuanian Community Publishing Society

68.1         The Lithuanian Community Publishing Society Ltd is responsible for the publication of the newspaper “Mūsų Pastogė” and liaises with the Federal Executive.

68.2 The Lithuanian Community Publishing Society Ltd publishes its annual financial statement in “Mūsų Pastogė” and provides a report of its activities at each biennial session of the Federal Council.

Membership Fees

  1. Membership Fees

69.1 The membership fee shall be determined by the Federal Council.

69.2 At the time of incorporation there are no membership fees for Regional Community Member Organisations and Special Interest Member Organisations.

By-laws

70. By-laws

70.1 The Federal Executive may pass a resolution to make by-laws to give effect to this constitution.

70.2 Member organisations, Member Organisation Representatives, councillors and Federal Executive members must comply with by-laws as if they were part of this constitution.

Notice

  1. What is notice

71.1 Anything written to or from the association under any clause in this constitution is written notice and is subject to clauses 72 to 74, unless specified otherwise.

72. Notice to the association

72.1 Written notice or any communication under this constitution may be given to the association, the Federal Executive by:

  • delivering it to the association’s registered office
  • posting it to the association’s registered office or to another address chosen by the association for notice to be provided, or
  • sending it to an email address or other electronic address notified by the association to the member organisations as the association’s email address or other electronic address.

73. Notice to member organisations and councillors

73.1 Written notice or any communication under this constitution may be given to a member organisation or councillor:

  • by posting it to, or leaving it at the address of the member organisation or councillor in the register of member organisations or councillors;
  • sending it to the email address of the member organisation or councillor in the register of member organisations or councillors, or
  • if agreed to by the member organisation or councillor, by notifying the member organisation or councillor at an email or other electronic address nominated by the member organisation, that the notice is available at a specified place or address (including an electronic address).

74. When notice is taken to be given

74.1 A notice:

  • left at a the recipient’s address, is taken to be given on the day it is delivered
  • sent by post, is taken to be given on the third day after it is posted with the correct payment of postage costs
  • sent by email, fax or other electronic method, is taken to be given on the business day after it is sent, and
  • given under clause 1(c) is taken to be given on the business day after the notification that the notice is available is sent.

Financial year

  1. Association’s financial year

75.1 The association’s financial year is from 1 October to 30 September in the following year, unless the Federal Executive pass a resolution to change the financial year.

Indemnity, insurance and access

76. Indemnity

76.1 The association indemnifies each Federal Executive member out of the assets of the association, to the relevant extent, against all losses and liabilities (including costs, expenses and charges) incurred by that person as a Federal Executive member of the association.

76.2 In this clause, Federal Executive member includes a Federal Executive member after he or she has ceased to hold that office.

76.3 In this clause, ‘to the relevant extent’ means:

  • to the extent that the association is not precluded by law (including the Corporations Act) from doing so, and
  • for the amount that the Federal Executive member is not otherwise entitled to be indemnified and is not actually indemnified by another person (including an insurer under an insurance policy).

76.4 The indemnity is a continuing obligation and is enforceable by a Federal Executive member even though that person is no longer a Federal Executive member of the association.

77. Insurance

77.1 To the extent permitted by law (including the Corporations Act), and if the Federal Executive consider it appropriate, the association may pay or agree to pay a premium for a contract insuring a person who is or has been a Federal Executive member of the association against any liability incurred by the person as a Federal Executive member of the association.

78. Federal Executive members’ access to documents

78.1 A Federal Executive member has a right of access to the records of the association at all reasonable times.

78.2 If the Federal Executive agrees, the association must give a Federal Executive member or former Federal Executive member access to:

  • certain documents, including documents provided for or available to the Federal Executive, and
  • any other documents referred to in those documents.

Winding up

  1. Surplus assets not to be distributed to member organisations

79.1 If the association is wound up, any surplus assets must not be distributed to a member organisation or a former member organisation of the association, unless that member organisation or former member organisation is a charity described in clause 80.

80. Distribution of surplus assets

80.1 Subject to the Corporations Act and any other applicable Act, and any court order, any surplus assets that remain after the association is wound up must be distributed to one or more charities:

  • with charitable purpose(s) similar to, or inclusive of, the purpose(s) in clause 1 , and
  • which also prohibit the distribution of any surplus assets to its members to at least the same extent as the association.

80.2 The decision as to the charity or charities to be given the surplus assets must be made by a special resolution of member organisations at or before the time of winding up. If the member organisations do not make this decision, the association may apply to the Supreme Court to make this decision.

Interpretation

  1. Reading this constitution with the Corporations Act

81.1 The replaceable rules set out in the Corporations Act do not apply to the association.

81.2 While the association is a registered charity, the ACNC Act and the Corporations Act override any clauses in this constitution which are inconsistent with those Acts.

81.3 If the association is not a registered charity (even if it remains a charity), the Corporations Act overrides any clause in this constitution which is inconsistent with that Act.

81.4 A word or expression that is defined in the Corporations Act, or used in that Act and covering the same subject, has the same meaning as in this constitution.

82. Interpretation

82.1 In this constitution:

  • the words ‘including’, ‘for example’, or similar expressions mean that there may be more inclusions or examples than those mentioned after that expression, and
  • reference to an Act includes every amendment, re-enactment, or replacement of that Act and any subordinate legislation made under that Act (such as regulations).