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INTERPRETATION
Amended
By Special
Resolution
Dated
26/02/1999 |
1. "Aboriginal" means a person who is at least 18 years of age and is a
member of:
"area" or "region" means the region, area or district defined
in these Articles as that region, area or district which was
recognised or defined in 1983 by authorities including the
former Department of Crown Lands and Survey and the Survey
Division of the former Melbourne & Metropolitan Board of Works.
Those definitions shall not be affected by any later changes to the
naming of those regions, areas or districts, but if the boundaries or
any of them have changed since 1983 or change in the future, the
1983 boundaries shall continue to be used for the purpose of election
of Board Members.
"these Articles" means the Articles of Association as originally
adopted or as from time to time altered by Special Resolution.
"Barwon/Glenelg region" means the region comprised of the Shires of
Glenelg, Wannon, Portland, Dundas, Minhamite, Mt.Rouse, Belfast,
Mortlake, Warrnambool, Hampden, Heytesbury, Colac, Leigh, Otway,
Winchelsea, Bannockburn, Corio, Barrabool, Bellarine and all cities,
towns and boroughs therein including the cities of South Barwon,
Geelong, Newtown and Geelong West.
"the Board" means Aboriginal Housing Board of Victoria.
"the Board Members" means the members of the Board.
"Central Highlands/Wimmera region" means the region comprised of the
Shires of Kaniva, Lowan, Dimboola, Karkarooc, Birchip, Donald,
Dunmunkle, Stawell, Avoca, Talbot and Clunes, Creswick, Ballan,
Daylesford and Glenlyon, Ballarat, Buninyong, Grenville, Ripon,
Ararat, Wimmera, Arapiles, Warracknabeal, Lexton, Kowree, Bungaree and
all towns, cities and boroughs therein.
"the Code" means the Companies (Victoria) Code and any statutory
modification thereof or any statutory provisions substituted therefor.
"Executive" means the persons appointed pursuant to Article 8.
"Executive Members" means a member of the Executive.
"Gippsland region" means the region comprised of the Shires of Omeo,
Avon, Maffra, Narracan, Buln Buln, Korumburra, Woorayl, Tambo, Orbost,
Bairnsdale, Rosedale, Alberton, Traralgon, South Gippsland, Morwell,
Moe, Mirboo, Warragul and all cities, towns and boroughs therein.
"Goulburn Murray region" means the region comprised of the Shires of
Deakin, Waranga, Goulburn, Seymour, Broadford, Kilmore, Yea,
Alexandra, Mansfield, Oxley, Bright, Tallangatta, Upper Murray,
Rodney, Shepparton, Nathalia, Euroa, Benalla, Cobram, Numurkah,
Tungamah, Wangaratta, Rutherglen, Chiltern, Beechworth, Violet Town,
Myrtleford, Yarrawonga, Yackandandah, Wodonga and all cities, towns
and boroughs therein.
"Loddon Mallee region" means the region comprised of the Shires of
Mildura, Walpeup, Wycheproof, Charlton, Kara Kara, Bet Bet, Tullaroop,
Newstead, Rochester, Huntly, Metcalfe, McIvor, Pyalong, Kyneton,
Romsey, Newham and Woodend, Swan Hill, Korong, Gordon, Kerang, Cohuna,
East Loddon, Marong, Maldon, Bendigo, Strathfieldsaye and all towns,
cities and boroughs therein.
"Melbourne Metropolitan area" means the region comprised of the Shires
of Werribee, Melton, Bacchus Marsh, Gisborne, Bulla, Whittlesea,
Eltham, Healesville, Lilydale, Sherbrooke, Upper Yarra, Diamond Valley
and the cities of Altona, Box Hill, Brighton, Broadmeadows, Brunswick,
Camberwell, Caulfield, Coburg, Collingwood, Croydon, Doncaster and
Templestowe, Essendon, Fitzroy, Footscray, Hawthorn, Heidelberg,
Keilor, Kew, Knox, Malvern, Melbourne, Moorabbin, Mordialloc,
Northcote, Nunawading, Oakleigh, Port Melbourne, Prahan, Preston,
Richmond, Ringwood, Sandringham, South Melbourne, St. Kilda, Sunshine,
Waverley and Williamstown.
"Minister of Housing and Construction" means the person appointed from
time to time as the minister responsible for the Victorian Ministry of
Housing and Construction.
"the seal" means the common seal of the Board.
"Secretary" means any person appointed to perform the duties of a
Secretary of the Board and includes any deputy or acting secretary or
any honorary secretary.
"Shires" means the shires, cities, towns and boroughs as delineated
in the revised 1985 Municipal Boundaries Map of Victoria and the 1987
Metropolitan Municipalities Map compiled respectively by the
Department of Crown Lands and Survey, Victoria and the Survey
Division, Melbourne Metropolitan Board of Works.
"State" means the State of Victoria.
"Westernport region" means the region comprised of the Shires of Bass,
Cranbourne, Pakenham, Philip Island, Hastings, Flinders, Mornington,
the Borough of Wonthaggi and the cities of Berwick, Springvale,
Dandenong, Chelsea and Frankston.
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 only the singular number include the plural number and
vice versa.
Words importing only the masculine gender include the female gender.
Subject to the foregoing words or expressions contained in these
Articles shall be interpreted in accordance with the provisions of the
Companies and Securities (Interpretation and Miscellaneous Provisions)
(Victoria) Code and of the Code as in force at the date at which these
Articles become binding on the Board.
2. The regulations contained in Table "A" in Schedule 3 to the Code and
Table A in the Fourth Schedule to the Companies Act 1961 shall not
apply to the Board.
3. The Board is established for the purposes set out in the Memorandum of
Association.
BOARD MEMBERSHIP
4.1 The members of the Board shall consist of persons who are not less
than the age of 18 and who are not older than 72 all of whom shall be
appointed as herein provided.
4.1.1 A person shall be ineligible to be nominated, appointed or sit as Board Member if at
the time of such nomination, appointment or at any time during such appointment that
person ("the relevant date"):-
(a) Holds an office of profit under the Board; or
(b) has been charged and convicted of a criminal offence in relation to which a
custodial sentence could have been imposed by the Court except that charges
or convictions recorded ten or more years prior to the relevant time shall not
prevent a person being eligible to be nominated or appointed or to sit as a
member (but always subject to the requirements of the Corporations Law); or
(c) is,
and the total amount of such arrears or default is a sum greater than one
month's rent payable under such Lease; or
(d) is a staff member or employee of the Aboriginal Housing Section of
the relevant Department administered by the Director of Housing or is
an Aboriginal Housing Officer employed by the Director of Housing
(or such department).
4.1.3 Article 4.1.2 shall not apply so as make any Board Member properly appointed prior
to Article 4.1.2 taking effect ineligible to continue to sit as a Board Member."
4.2 The Board Members shall be appointed as follows:-
4.2.1 Two Aboriginals who reside in the Melbourne Metropolitan area and who have
resided in that area for a period of twelve full months immediately prior to the date on
which such appointment will take effect, shall be elected by Aboriginals residing
within that area;
4.2.2 One Aboriginal from each of the following regions:-
- Barwon/Glenelg;
- Central Highlands/Wimmera;
- Gippsland;
- Goulburn/Murray;
- Loddon/Mallee;
- Westernport;
who has resided in the relevant region for a period of twelve full months immediately
prior to the date on which such appointment will take effect and who shall be elected
by Aboriginals residing in the relevant region."
4.2.3 One person nominated by the Minister of Housing and Construction.
Amended
By Special
Resolution
Dated
26/02/1999 |
4.2.4 Such other persons as the Board shall admit to membership in
accordance with these Articles but so that the total number of Board
Members shall not at any time exceed 12.
ELECTION OF BOARD MEMBERS
4.3.1 Elections for the purposes of appointing Board Members pursuant to
Articles 4.2.1 - 4.2.3 (both inclusive) shall be held every 3 years in
such manner and at such time and place as the Board shall determine.
4.3.2 Save for the person appointed under Article 4.2.4, all Board Members
shall hold office until the conclusion of the next elections held
pursuant to Article 4.3.1 but shall be eligible for re-election.
4.3.3 All appointments of Board Members arising from elections conducted for
that purpose shall, notwithstanding that it is afterwards discovered
that there was some defect or omission in the conduct or manner of
holding the election be valid.
4.4 The Minister of Housing and Construction shall appoint pursuant to
Article 4.2.3 a nominee to the Board by notice in writing under his
hand lodged at the registered office of the Board and may in like
manner remove any nominee so appointed. The nominee so appointed
shall be a member of the Board until his appointment is withdrawn by
the Minister of Housing and Construction, or he is by resolution of
the Board removed or is otherwise disqualified from office under these
Articles.
4.5.1 Every applicant for membership of the Board under Article 4.2.4 shall
be proposed by one and seconded by another member of the Board to both
of whom the applicant shall be personally known. The application for
membership shall be made in writing, signed by the applicant and his
proposer and seconder and shall be in such form as the Board from time
to time prescribes.
4.5.2 At the next meeting of the Board after the receipt of application for
membership, the application shall be considered by the Board, who
shall thereupon determine upon the admission or rejection of the
applicant. In no case shall the Board be required to give any reason
for the rejection of an applicant.
4.5.3 When an applicant has been accepted for membership the Secretary shall
forthwith send to the applicant written notice of his acceptance.
REMOVAL OF BOARD MEMBERS
5.1 If any Board Member shall wilfully refuse or neglect to comply with
the provisions of the Memorandum of Articles of Association of the
Board or shall be guilty of any conduct which in the opinion of the
Board is unbecoming of a member or prejudicial to the interests of the
Board the Board shall have power by resolution to censure, suspend or expel the
member from the Board provided that at least two weeks before the meeting of the
Board at which such a resolution is passed the Board Member shall have had notice of
such meeting and of what is alleged against him and of the intended resolution and
that he shall at such meeting and before the passing of such resolution have
had an opportunity of giving orally or in writing any explanation or defence he may
think fit and if at the meeting such a resolution be passed by a majority of two-thirds
of those present and voting (such vote to be taken by ballot) the Board Member
concerned shall be punished accordingly and in the case of a resolution for his
expulsion the Board Member shall be expelled.
5.2 Notwithstanding anything herein contained to the contrary, the office
of a Board Member shall become vacant if the Board Member:-
(a) ceases to be a Board Member by virtue of the Code;
(b) becomes bankrupt or makes any arrangement or composition with his creditors
generally;
(c) becomes prohibited from being a member of the Executive or of
the Board by reason of any order made under the Code;
(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 his office by notice in writing to the Board;
(f) holds any office of profit under the Board;
(g) is removed from office pursuant to Article 5.1;
Amended
By Special
Resolution
Dated
26/02/1999 |
(h) for more than three months is absent without permission
of the Board for meetings of the Board held during that
period.
(i) is or has been charged and convicted of a criminal offence in relation to which
a custodial sentence could have been imposed by the Court except that
convictions recorded ten or more years prior to the time at which the members'
eligibility is called into question shall not cause the office of a Board Member
to become vacant (subject to the requirements of the Corporations Law);
(j) changes his or her principal place of residence from the region in respect of
which he or she was elected as a Board Member if he or she is absent from that
region for a period exceeding two consecutive months without the prior
approval of the Board. For the purpose of this clause, the Board shall be
entitled to determine a Board Member's "principal place of residence" and the
Boards decision shall be final.
5.3 Subject to Article 4.1 the Board shall have power at any time, and
from time to time, to appoint Board Members in such manner as it shall think fit
solely for the purposes of filling a casual vacancy of the Board but so that the total
number of Board Members shall not at any time exceed the number fixed in
accordance with these Articles. Any person appointed to fill a casual vacancy shall
hold office until the conclusion of the next elections but shall be eligible for
reappointment.
GENERAL MEETINGS
6.1 An annual general meeting of the Board shall be held at least once in
every calendar year and within the period of five months after the end
of every financial year. All meetings, other than the Annual General
Meeting, shall be called general meetings.
6.2 An Executive Member may whenever he thinks fit convene a general
meeting of the Board, and general meetings shall be convened on such
requisition or in default may be convened by such requisitionists as
provided by the Code.
6.3 Subject to the provisions of the Code relating to special resolutions
and agreements for shorter notice, fourteen days' notice at the least
(exclusive of the day on which the notice is served or deemed to be
served, and exclusive of the day for which notice is given) specifying
the place, the day and the hour of the meeting and in case of special
business the general nature of that business shall be given to such
persons as are entitled to receive such notices from the Board.
6.4 For the purpose of Article 6.3 all business shall be special that is
transacted at a general meeting or annual general meeting, with the
exception of the consideration of the accounts, and the reports of the
Executive and Auditors, the election of Executive Members in the place
of those retiring, and the appointment and fixing of the remuneration
of the Auditors.
PROCEEDINGS AT GENERAL MEETINGS
7.1 No business shall be transacted at any general meeting unless a quorum
of Board Members is present at the time when the meeting proceeds to
business. Save as herein otherwise provided, five Board Members who
have been elected in accordance with the provisions of Article 4.2 who
are present in person or by proxy or by attorney or by duly authorised
representative shall be a quorum.
7.2 If within half an hour from the time appointed for the meeting a
quorum is not present, the meeting, if convened upon the requisition
of Board Members, shall be dissolved; in any other case it shall stand
adjourned to the same day in the next week at the same time and place,
or to such other day and at such other time and place as the Board may
determine.
7.3 The Chairperson shall preside as Chairperson at every general meeting
of the Board, or if there is no Chairperson, or if he is not present
within fifteen minutes after the time appointed for the holding of the
meeting then the Board Members present shall elect one of their number
to be Chairperson of the meeting.
7.4
7.5 In the case of an equality of votes, whether on a show of hands or on
a poll the resolution shall fail. The Chairperson of the meeting at
which the show of hands takes place or at which the poll is demanded
shall not be entitled to a second or casting vote.
7.6 A Board Member may vote in person or by proxy or by attorney or by
other duly authorised representative and on a show of hands every
person present who is a Board Member or a representative or a member
shall have one vote and on a poll every member present in person or by
proxy shall have one vote.
7.7 The instrument appointing a proxy shall be in writing under the hand
of the appointor. The instrument appointing a proxy shall be deemed
to confer authority to demand or join in demanding a poll. A Board
Member shall be entitled to instruct his proxy in favour of or against
any proposed resolutions.
Unless otherwise instructed the proxy may vote as he thinks fit.
7.8 The instrument appointing a proxy may be in the following form or in a
common or usual form.
ABORIGINAL HOUSING BOARD OF VICTORIA
I,..............................................................................................................
of .................................................................................................................................
being a Member of the Aboriginal Housing Board of Victoria hereby appoint .................................................................................. of .................................
............................................................................................... or failing him
...................................................................... of ..........................................................
.................................................................. as my proxy to vote for me on my
behalf at the annual general meeting or general meeting of the Board
to be held on the .................. day of ................................................................19.....
and at any adjournment thereof.
My proxy is hereby authorised to vote *in favour of*/against the
following resolutions:.........................................................................................................................
Signed this ............................. day of ...............................................................19.......
.....................................................................................................................................
7.9 The instrument appointing a proxy shall be deposited at the registered
office of the Board, or at such other place within the State as is
specified for that purpose in the notice convening the meeting, not
less than forty-eight hours before the time for holding the meeting or
adjourned meeting at which the person named in the instrument proposes
to vote, or in the case of a poll, not less than twenty-four hours
before the time appointed for the taking of the poll and in default of
the aforesaid the instrument of proxy shall not be treated as valid.
7.10 A vote given in accordance with the terms of an instrument of proxy
shall be valid notwithstanding the previous death or unsoundness of
mind of the principal or revocation of the instrument or of the
authority under which the instrument was executed, if no intimation in
writing of such death, unsoundness of mind or revocation as aforesaid
has been received by the Board at the registered office before the
commencement of the meeting or adjourned meeting at which the
instrument is used.
THE EXECUTIVE
8.1 The executive shall consist of three persons comprising a Chairperson
and two other Board members, all of whom shall be elected as herein
provided.
8.2 At each annual general meeting of the Board the members of the
Executive shall be elected by the Board Members in such manner as the
Board shall think fit.
8.3 Subject to the provisions of these Articles all persons appointed to
the Executive shall hold office until the conclusion of the annual
general meeting next following the date of appointment when all
Executive members shall retire but be eligible for re-election.
8.4 The Executive shall have power at any time, and from time to time, to
appoint a Board Member to the Executive to fill a casual vacancy of
the Executive but so that the total number of members of the Executive
shall not at any time exceed the number fixed in accordance with these
Articles.
8.5 The Board may by resolution remove any member of the Executive before
the expiration of his period of office, and may by resolution appoint
another Board Member in his stead and the person so appointed shall
hold office until the conclusion of the annual general meeting next
following the date of appointment when all Executive Members shall
retire but be eligible for re-election.
POWERS AND DUTIES OF THE EXECUTIVE
9.1 The business of the Board shall be managed by the Executive who may
pay all expenses incurred in promoting and registering the Board, and
may exercise all such powers of the Board as are not, by the Code or
by these Articles, required to be exercised by the Board in general
meeting, subject, nevertheless, to any of these Articles, to the
provisions of the Code, and to such regulations, being not
inconsistent with these Articles or provisions, as may be prescribed
by the Board in general meeting; provided that any rule, regulation or
by-law made by the Executive may be disallowed by the Board in general
meeting and provided further that no resolution or regulation made by
the Board in general meeting shall invalidate any prior act of the
Executive which would have been valid if that resolution or regulation
had not been passed or made.
9.2 For the purpose of clause 3 of the Memorandum of Association the rate
of interest payable in respect of money lent by Board Members to the
Board shall not exceed the lowest rate paid for the time being by the
State Bank of Victoria in respect of term deposits of amounts less
than $100,000.00.
9.3 All cheques, promissory notes, drafts, bills of exchange and other
negotiable instruments, and all receipts for money paid to the Board
shall be signed, drawn, accepted, endorsed or otherwise executed, as
the case may be, by any two members of the Executive or in such other
manner as the Executive shall from time to time determine.
9.4
PROCEEDINGS OF THE EXECUTIVE
10.1 The Executive may meet together for the dispatch of business, adjourn
and otherwise regulate its meetings as it thinks fit. A member of the
Executive at any time and the Secretary shall on the requisition of a
member of the Executive summon a meeting of the Executive.
10.2 Subject to these Articles questions arising at any meeting of the
Executive shall be decided by a majority of votes and a determination
by a majority of the members of the Executive shall for all purposes
be deemed to be a determination of the Executive. In case of an
equality of votes the resolution shall fail. The Chairperson of the
meeting shall not have a second or casting vote.
10.3 The Chairperson shall preside as Chairperson at every meeting of the
Executive, or if there is no Chairperson, or if he is not present
within ten minutes after the time appointed for holding the meeting,
then the members may choose one of their number to be Chairperson of
the Meeting.
10.4 The quorum necessary for the transaction of the business of the
Executive shall be three members who have been elected in accordance
with the provisions of Article 8 and who are present in person.
10.5 The Secretary shall in accordance with the Code be appointed by the
Board for such term, upon such conditions as the Executive thinks fit,
and any secretary so appointed may be removed by it. Nothing herein
shall prevent the Executive from appointing a Board Member as Honorary
Secretary and any Board Member so appointed shall be subject to the
provisions of clause 3 of the Memorandum of Association.
SEAL
11. The Executive shall provide for the safe custody of the seal which
shall only be used by the authority of the Executive or of a
sub-committee of members of the Executive authorised by the Executive
in that behalf, and every instrument to which the seal is affixed
shall be signed by a member of the Executive and shall be
countersigned by the Secretary or by a second member of the Executive
or by some other person appointed by the Executive for the purpose.
MEETINGS WITH ABORIGINAL PEOPLE
12.1 Board Members elected from the regions specified in Articles 4.2.1 to
4.2.3 (both inclusive) are required to undertake all steps necessary
to adequately consult and represent individual Aboriginal people in
the region for which the Board Member is elected to represent.
12.2 Any five or more Aboriginals may request a meeting with the Executive.
The request shall be in writing and shall be signed by the persons
requesting the meeting ("the persons"). The Executive, having received
such a request, shall forthwith arrange a meeting between the Persons
and the Executive or a representative thereof at a place time and date
which is mutually convenient. The representative of the Executive may
include persons who are not Executive Members.
12.3 The Executive may at any time and for any reason resolve to call a
meeting with Aboriginals whom it considers entitled to housing, or for
any other purpose.
12.4 The Executive may, for the purpose of carrying out its objects appoint
a sub-committee or sub-committees to particular tasks who shall have
the power to make recommendations to the Executive. Any sub-committee
may include persons who are not Executive Members.
ACCOUNTS
13.1 The Executive shall cause proper accounting and other records to be
kept and shall distribute copies of every profit and loss account and
balance sheet (including every document required by law to be attached
thereto) accompanied by a copy of the Auditor's report thereon as
required by the Code, provided, however, that the Executive shall
cause to be made out and laid before each annual general meeting a
balance sheet and profit and loss account made up to date not more
than five months before the date of the annual general meeting.
13.2 The executive shall from time to time determine in accordance with
clause 9 of the Memorandum of Association at what times and places and
under what conditions or regulations the accounting and other records
of the Board shall be open to the inspection of Board Members.
AUDIT
14. A properly qualified Auditor or Auditors shall be appointed at the
first meeting of the Board and his or their duties regulated in
accordance with the Code.
NOTICE
15.1 Any notice required by law or by or under these Articles to be given
to any Board Member shall be given by sending it by post to him at his
registered address, or (if he has no registered address within the
State) to the address, if any, within the State supplied by him to the
Board for the giving of notice to him. Where a notice is sent by
post, service of the notice shall be deemed to be effected by properly
addressing, prepaying and posting a letter containing the notice, and
to have been effected in the case of a notice of a meeting on the day
after the date of its posting, and in any other case at the time at
which the letter would be delivered in the ordinary course of post.
15.2.1
INDEMNITY
16. Every Board Member, Executive Member, Auditor, Secretary and other
officer for the time being of the Board shall be indemnified out of
the assets of the Board against any liability arising out of the
execution of the duties of his office which is incurred by him in
defending any proceedings, whether civil or criminal, in which
judgement is given in his favour or in which he is acquitted or in
connection with any application under the Code in which relief is
granted to him by the Court in respect of any negligence, default,
breach of duty or breach of trust.
265/141369/909050doc/art.assoc
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