CONSTITUTION

CONSTITUTION OF AUSTRALIAN COMMUNITY COUNSELLING ASSOCIATION

Model rules

1. INTERPRETATION

A word or expression that is not defined in these rules, but is defined in the Associations Incorporation Act 1981 has, if the context permits, the meaning given by the Act.

2. NAME

The name of the incorporated association is ‘Australian Community Counselling Association Inc’ (the Association)

3. DEFINITIONS AND INTERPRETATIONS

3.1 In these rules, unless the context otherwise indicates:

Act means the Associations Incorporation Act 2009.

Annual General Meeting means the general meeting to be held each year as required by these rules

Appeals Board means the Chairperson and two Members of the Association as elected by the Board

Association means Australian Community Counselling Association Inc/Incorporated.

Board means the Members of the Executive for the time being constituted as provided for in these rules.

By-Laws means By-Laws of the Association for the time being in force.

Executive means the Chairperson, Vice Chairperson, Secretary and Treasurer (‘Executive Committee’).

Financial Member means a Member who is not then indebted to the Association for any reason and financial has a corresponding meaning.

Judiciary Committee means the committee as such as provided in these Rules.

Member means a person who has been admitted as a member of the Association pursuant to rule 6 and whose membership has not been terminated.

Notice Board means the board or boards provided in the Association’s Premises on which notices for the information of Members may be posted.

Premises means the Association’s premises from time to time.

Regulations or Rules means any instruction not being a By-Law, issued by the Board as such under the Rules or the By-Laws.

Secretary means the person appointed by the Board to fulfil the duties and functions of the Secretary under these Rules and includes the Chief Executive Officer (CEO).

Special Resolution has the meaning set out in the Act.

3.2 In these Rules, unless the context otherwise requires:

3.2.1 Words importing the singular number include the plural number and vice versa.

3.2.2 Words importing a gender include all other genders.

3.2.3 Person includes a body corporate, firm or association.

4. OBJECTS & POWERS

4.1 The Objects of the Association are to: —

4.1.1 Monitor, maintain, set and improve professional standards in counsellor education and practice.

4.1.2 To provide an industry-based Association for persons engaged in the practice of Counselling and/or Psychotherapy.

4.1.3 To be a self-regulatory body to provide for registration of members and to provide a mechanism for dealing with complaints about members.

4.1.4 To liaise with Government for the benefit of members and the public.

4.1.5 To provide a unified voice for the counselling industry.

4.1.6 To provide a consistent Code of Conduct and to set Practitioner Standards.

4.1.7 To promote the professional development and growth of counsellors and/or psychotherapists.

4.1.8 To provide a Complaints Tribunal for the ethical practice of members.

4.1.9 To assess, review and recognise counsellor education courses.

4.1.10 To maintain a register of approved counsellors and/or psychotherapists.

4.1.11 To identify to the public at large, counsellors and/or psychotherapists that meet nationally recognisable standards of education and practice.

4.1.12 To make the general public at large, more aware of the counselling profession and the availability of reputable counsellors and/or psychotherapists.

4.2 Without limiting its powers at law, the Powers of the Association are to, and the Association may, in furtherance of the Objects:

4.2.1 Manage the funds and other assets and the liabilities of the Association.

4.2.2. Purchase, take on lease or in exchange, hire and otherwise acquire any lands, buildings, easements or other property, real and personal, and any rights or privileges which may be requisite for the purpose of, or capable of being conveniently used in connection with any of the Objects of the Association provided that the Association will only deal with any property which it acquires subject to a trust in the manner as is allowed by law having regard to the trust.

4.2.3 Enter into any arrangements with any person including any Government or Authority that are incidental or conducive to the attainment of the Objects and to obtain from a person any rights, privileges or concessions which the Association may think desirable to obtain and to carry out, exercise, utilise and comply with the arrangements, rights, privileges and concessions.

4.2.4 Appoint, employ, engage, remove, suspend or terminate employees, agents and other persons as may be necessary or convenient.

4.2.5 Remunerate any person for services rendered or to be rendered.

4.2.6 Improve, maintain, develop, work, manage, carry out, alter or control any property or improvements to property directly or indirectly to advance the Association’s interests, and contribute to, subsidise or otherwise assist and take part in any such activity.

4.2.7 Invest and deal with money of the Association not immediately required in the manner as may from time to time be thought fit, subject where applicable, to any legal requirement.

4.2.8 Print, publish and circulate any publication (including journals, periodicals, books or leaflets) that the Association may think desirable for the promotion of the Objects.

4.2.9 The assets and income of the Association shall be applied solely in furtherance of its above-mentioned objectives, and no portion shall be distributed directly or indirectly to the members of the Association except as bona fide compensation for services rendered or expenses incurred on behalf of the Association.

4.2.10 Do all things as are incidental or conducive to the attainment of the Objects and the exercise of the powers of the Association.

4.3 The assets and income of the Association may only be applied to further the Objects and no portion thereof will be distributed directly or indirectly to any person except as:

4.3.1 bona fide compensation for services rendered to or expenses incurred on behalf of the Association;

4.3.2 a salaried member of the Association staff appointed by the Board; and

4.3.3 reasonable and proper rent for premises or leased to the Association

5 CLASSES OF MEMBERS

5.1 The membership of the Association will consist of membership classes as determined by the Board from time to time.

5.2 Members must meet the standards and criteria as laid down by the Association for full membership, affiliate membership and student membership prior to being eligible for membership. The standards and criteria for Full Membership, Affiliate Membership and Student Membership shall only be varied by unanimous resolution of the Board.

5.3 The number of Full, Affiliate and Student members is unlimited.

6. MEMBERSHIPS

6.1 Membership of the Association shall be open to those individuals meeting the membership criteria as published on the ACCA website from time to time.

6.2 A person who, on the day the Association is incorporated, was a member of the unincorporated Association and who, on or before a day fixed by the Board, agrees in writing to become a member of the incorporated Association, must be admitted by the Board to the same class of membership of the Association as the member held in the unincorporated Association.

6.3 An application for membership must be:

6.3.1 in writing; and

6.3.2 in the form decided by the Board.

6.4 Each Member will receive a Membership Certificate, issued by the Secretary or their nominated representative which must be displayed in a place of easy viewing and access by the public/clients when the Member is practising as a Counsellor and/or Psychotherapist with membership of the Association.

6.5 No Member will be entitled to any benefit or advantage from the Association, which is not shared equally by every Member of that class of membership.

7. MEMBERSHIP FEES

7.1 The membership fees for each class of membership:

7.1.1 is the amount determined by the Board from time to time at a Board Meeting; and

7.1.2 is payable when and in the way as the Board determines.

7.2 Unless the Board otherwise determines, membership renewal fees will be payable annually on the anniversary date of the first joining the Association.

8. ADMISSION & REJECTION OF MEMBERS

8.1 Proposals for membership of the Association will upon receipt by the Association, be entered, in the order of time in which the proposals are received by the Secretary, or their nominated representative, in a Register (“Register”) to be kept by the Secretary or their nominated representative. A proposal will, subject to subsection 8.2 be dealt with and determined in the order of priority in which it is so recorded.

8.2 the Board may use its absolute discretion in determining the outcome of an application for membership.

9. GRIEVANCE/DISPUTE PROCEDURES

9.1 If a Member of member of the public (“Complainant”) wishes to complain about a Member (“Cited Member”) the Complainant must lodge with the Secretary or their nominated representative a Complaint Form in the form approved by the Board and pay any fees prescribed by the Board.

9.2 If a Member wishes to complain against an employee, an agent of the Association, the Board or the Board Members, or the Association generally, the Member must lodge with a member of the Executive or the Secretary a written, signed and dated complaint.

9.3 The Cited Member will be notified by the Board and may be suspended from membership and therefore will not practice as a Member of the Association until the matter is finalised unless the Board otherwise approves and for the approved purposes only.

9.4 In finalising the matter, the Board may:

9.4.1 Lift the suspension; or

9.4.2 Renew the suspension of the Member’s membership for a period of time; or

9.4.3 Terminate the Member’s membership; or

9.4.4 Make any other order as the Board determines appropriate.

9.5 Cited members will be advised of the Board’s decision in writing.

9.6 A Member will not make any derogatory or insulting remark against the Association or any other Member or criticise or make an allegation of impropriety or misconduct to or against any employee or agent without first advising the Secretary of his or her complaint or concern. The Member making the complaint or expressing concern will, subject to these Rules, abide by any direction given by the Secretary.

9.7 A Member making a remark, criticism or allegation who does not abide by a direction of the Secretary or the Board or does not otherwise comply with this clause will be acting in breach of these Rules.

10. TERMINATION OF MEMBERSHIP

10.1 A member may resign from membership of the Association at any time by giving written notice to the Secretary.

10.2 The resignation take effect on:

10.2.1 the day and at the time the notice is received by the Secretary; or

10.2.2 if a later day is stated in the notice – the later day

10.3 The Board may terminate a Member’s membership if the Member:

10.3.1 is convicted of an indictable offence; or

10.3.2 does not comply with any of the provisions of these rules; or

10.3.3 conducts themselves in a way considered to be injurious or prejudicial to the character or interests of the Association.

10.4 Before the Board terminates a Member’s membership, the Board must give the Member a full and fair opportunity to show why the membership should not be terminated.

10.5 If, after considering all representations made by the Member, the Board decides to terminate the membership, the Secretary, or their nominated representative, must give the Member a written notice of the decision.

10.6 Any person on ceasing to be a Member will have no rights whatsoever to claim upon the Association or its property or funds or any of the Board Members.

11. APPEALS

11.1 A person whose application for membership has been rejected, or whose membership has been suspended or terminated, may give the Secretary written notice of the person’s intention to appeal to the Appeals Board against the decision provided that notice of the appeal is lodged within 30 days of the date shown on the suspension/termination notification from the Association.

11.2 The Secretary will notify the Appeals Board within one month of the date of the receipt by the Secretary of notice of the appeal.

12. REGISTER OF MEMBERS

12.1 The Board must keep and maintain a register of members.

12.2 The register of members must include the following particulars for each member:

12.2.1 the full name and residential address of the member:

12.2.2 the date of admission as a member;

12.2.3 the date of death or resignation of the member;

12.2.4 details about the termination or reinstatement of membership;

12.2.5 any other particulars the Board or the members at a general meeting decide.

12.3 The register must be open for inspections at all reasonable times.

12.4 Any member requiring to inspect the register must make prior application to the Secretary before any such inspection.

12.5 A Member of the Association must not—

12.5.1 use information obtained from the register of members of the association to contact, or send material to, another member of the association for the purpose of advertising for political, religious, charitable or commercial purposes; or

12.5.2 disclose information obtained from the register to someone else, knowing that the information is likely to be used to contact, or send material to, another member of the association for the purpose of advertising for political, religious, charitable or commercial purposes.

12.5.3 Subrules 12.5.1 and 12.5.2 do not apply if the use or disclosure of the information is approved by the Association.

13. SECRETARY AND TREASURER

13.1 If the Association has not elected an interim officer as Secretary for the Association before its incorporation, the members of the Board must ensure a Secretary is appointed or elected for the Association within one (1) month after incorporation.

13.2 If a vacancy occurs in the office of Secretary or Treasurer, the members of the Board must ensure a replacement Secretary or Treasurer (as appropriate) is elected or appointed for the Association within one (1) month after the vacancy occurs.

13.3 The Secretary or Treasurer must be an individual residing in Queensland, or in another State but not more than 65km from the Queensland border, who is: ( Addendum on page 28)

13.3.1 a member of the Association elected by the Association as Secretary or Treasurer; or

13.3.2 any of the following persons appointed by the Board

(i) a member of the Association’s Executive Committee

(ii) a member of the Association;

(iii) another person.

13.4 The Board may appoint and remove the Association’s Secretary or Treasurer at any time.

14. MEMBERSHIP OF THE BOARD

14.1 The Board shall consist of the following positions, being no more than eight (8) members:

(a) the Chairperson; and

(b) the Treasurer; and

(d) the immediate past Chairperson (as an Ex-officio member, without any voting rights)

14.2 A member of the Board, other than the Secretary and Treasurer, must be a member of the Association.

14.3 The Student member will have one (1) vote and must only vote in relation to Student issues

14.4 The immediate past Chairperson, if not still a Board member, may continue as an ex-officio member of the Board for a period of 12 months after assuming that position but will have no voting rights on the Board

14.5 A member must be a voting member and have service in a continuous capacity on the Board for one (1) term, from one (1) Annual General Meeting to the next Annual General Meeting, before being eligible to be elected by the members to any Executive positions of:

(a) Chairperson; or

(b) Secretary; or

14.6 The Board may, by a majority decision by the members of the Board present, remove any Board member who is absent from three (3) consecutive Board meetings without apology to the Secretary

14.7 Subject to subsection 15.8, at each Annual General Meeting of the Association, all Board positions, with the exception of the Members of the Executive who have served less than two (2) years, will retire from office but will be eligible upon nomination for re-election

14.8 Notwithstanding the previous provision, the inaugural Board will sit for a period of three (3) years, with the exception of the inaugural Chairperson who will sit for a period of five (5) years, before vacating their position to ensure continuity, but will be eligible upon nomination for re-election

14.9 The Board, with the exception of the Executive, will serve a term of two (2) years and the Executive will serve a minimum term of three (3) years

14.10 The Association must keep a register of the Board containing the following particulars in relation to each Board member;

(a) the Board member’s name, date of birth and residential address;

(b) the date of which the Board member takes office;

(d) such other particulars as may be prescribed by the regulations

14.11 Any changes in the Board’s membership must be recorded in the register of the Board within one (1) month after the change occurs

14.12 The register of the Board must be kept in Queensland at the main premises of the Association and at all reasonable hours, be available for inspection, free of charge, by any person

14.3 Subject to the preceding provisions, a member of the Board may serve no more than two (2) consecutive terms

15. ELECTION OF THE BOARD

15.1 The election of Board members will take place in the following manner:

15.1.1 any two (2) full members of the Association (a proposer and a seconder) may nominate another full member (the candidate) to serve as a member of the Board

15.1.2 the nomination must be:

15.1.3 (i) in writing; and

(ii) signed by the candidate and the proposer and seconder; and

15.1.4 given to the Secretary at least 21 days before the Annual General Meeting at which the election is to be held;

15.1.5 each full member present at the Annual General Meeting may vote for any number of candidates but not more than the number of vacancies;

15.1.6 If, at the start of the meeting, there are not enough candidates nominated, nominations may be received from the floor of the meeting

15.2 A list of the candidates’ names in alphabetical order, with the names of the members who nominated each candidate, must be posted on the Notice Board for at least seven (7) days immediately preceding the date set for the holding of the Annual General Meeting

15.3 If required by the Board, a balloting list must be prepared containing the names of the candidates in alphabetical order

15.4 The order of listing candidates for a position will be determined by a drawing of lots

15.5 A candidate for a position on the Board must be present at the Annual General Meeting when the election upon their nomination is conducted, unless the members present at the Annual General Meeting approve otherwise

15.6 Should all positions on the Board not be filled at the Annual General Meeting, any vacancies may be considered as casual and filled by appointment by the Board members

15.7 An employee, other than the Secretary, must not be a Board Member

15.8 A Board member must not either directly or indirectly be involved with (by being a director of, or shareholder in a company, or an employee or agent of or consultant to a company or a partner, an employee or agent of or consultant to a firm or a beneficiary of a trust or whose spouse or child holds any such position or owns any such interest – in these Rules referred to simply as ‘being involved with’) any person who:

(i) supplies goods or services to the Association; and

(ii) otherwise has a business arrangement or relationship with the Association

15.9 Any person who fulfils the requirements of subsection 15.8 is not eligible for election or re-election to the Board

15.10 A Board member who contravenes the requirements of subsection 15.8 must immediately resign from the Board, and if not, without limiting clause 16, may be removed as a member of the Board by the other Board members

15.11 A Board member who contravenes 15.8 or 15.9 will indemnify the Association against any loss, cost or expense incurred by the Association in relation to the contravention

15.12 A Board member must not use their position as a member of the Board for personal or business gain or benefit (including publicly)

15.13 At least three quarters of the Board members may resolve to waive the applicability of subsections 15.8, 15.9, 15.10, 15.11 or 15.12 where they consider to do so would be in the best interests of the Association

15.14 Any waiver pursuant to subsection 15.13 will be limited to the terms of the resolution of the Board members and will be disclosed to the Members at each Annual General Meeting held during the currency of the waiver

15.15 Any waiver pursuant to subsection 15.13 disclosed at an Annual General Meeting may be overruled by the Members in the meeting with effect as from the date of the resolution of the Member

16. REMOVAL OF BOARD MEMBERS

16.1 The office of a Board Member becomes vacant subject to the provisions of subsections 16.2 and 16.3 if the Board Member:

16.1.1 Makes any arrangement or composition with his/her creditors generally;

16.1.2 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;

16.1.3 Is not a Financial Member;

16.1.4 Becomes an employee of the Association except as Secretary

16.1.5 Is directly or indirectly interested in any contract or arrangement or proposed contractor arrangement with the Association and fails to declare the nature of his/her interest in the manner required by the Act;

16.1.6 Becomes prohibited from being a Board Member by reason of any order made under the Act;

16.1.7 Otherwise ceases to be a Board Member or to be eligible to be a Board Member by virtue of the Act or these Rules

16.2 A member may be removed from office at a general meeting of the Association if a majority of the members present at the meeting vote in favour of removing the member

16.3 Before a vote of members is taken about removing a member from office, the member will be given a full and fair opportunity to show cause why he/she should not be removed from office

16.4 If a Board member is suspended from membership of the Association, he/she will also be suspended from membership of the Board

16.5 The Board may, by resolution, remove any Board Member before the expiration of their period of office. The Board Member who has been removed may appeal to a general meeting and the provisions of section 11 apply as if the Board Member had been suspended as a member

17. RESIGNATION FROM THE BOARD

17.1 A Board Member may resign from the Board by giving written notice of resignation to the Secretary

17.2 The resignation takes effect on:

17.2.1 the day and at the time the notice is received by the Secretary; or

17.2.2 if a later day is stated in the notice, the later day

18. VACANICES ON THE BOARD

18.1 If a casual vacancy occurs on the Board, the continuing members of the Board may appoint another member of the Association to fill the vacancy until the next Annual General Meeting

18.2 The continuing members of the Board may act despite a casual vacancy on the Board

18.3 However, if the number of Board members is less than the number fixed under these rules as a quorum of the Board, the continuing members may act only to:

18.3.1 increase the number of Executive Committee members to the number required for a quorum; or

18.3.2 call a general meeting of the Association

19. FUNCTIONS OF THE BOARD

19.1 Subject to these Rules or a resolution of the Association members carried at a general meeting, the Board:

19.1.1 has the general control and management of the administration of the affairs, property and funds of the Association; and

19.1.2 has authority to interpret the meaning of these Rules and any matter relating to the Association on which the Rules are silent

19.2 The Board may exercise the powers of the Association;

19.2.1 to borrow, raise or secure the payment of amounts in a way the Association members decide; and

19.2.2 to secure the amounts mentioned in subsection 19.2.1 or the payment of performance of any debt, liability, contract, guarantee or other engagement incurred or to be entered into by the association in any way, including by the issue of debentures (perpetual or otherwise) charged upon the whole or part of the Association’s property, both present and future; and

19.2.3 to purchase, redeem or pay off any securities issued; and

19.2.4 to borrow amounts from members and pay interest on the amounts borrowed; and

19.2.5 to issue debentures and other securities, whether outright or as security for any debt, liability or obligation of the Association; and

19.2.6 to provide and pay off any securities issued; and

19.2.7 to invest in a way that the members of the Association may from time to time decide

19.3 For subsection 19.2.4, the rate of interest must not be more than the current rate being charged for overdrawn accounts on money lent (regardless of the term of the loan) by:

19.3.1 the financial institution for the Association; or

19.3.2 if there is more than one (1) financial institution for the Association, the financial institution nominated by the Association

20. MEETINGS OF THE BOARD

20.1 Subject to subsections 20.2 to 20.6, the Board may meet and conduct its proceedings as it considers appropriate

20.2 The Board must meet at least once every three (3) months to exercise its functions

20.3 The Executive must decide how a meeting is to be called

20.4 Notice of a meeting is to be given in the way decided by the Executive

20.5 If the Secretary receive a written request signed by at least 33% of the Board members, or if directed by the Executive Committee members, the Secretary must call a special meeting of the Board

20.6 A request for a special meeting must state:

20.6.1 why the special meeting is being called; and

20.6.2 the business to be conducted at the meeting

20.7 At an Executive Committee meeting, more than 50% of the members elected or appointed to the committee as at the close of the last general meeting of the members form a quorum

20.8 A question arising at a Board meeting is to be decided by majority vote of committee members present at the meeting, and if the votes are equal, the Chairperson will have a casting vote

20.9 A Board member must not vote on a question about a contract or proposed contract with the Association if the member or his/her immediate family (“relative”) or any entity in which the member or his/her relative has an interest, has an interest in the contract or proposed contract, and if the member does vote the member’s vote must not be counted

20.10 The Secretary must give each Executive Committee member at least 14 days’ notice of a special meeting of the committee

20.11 A notice of a special meeting must state:

20.11.1 the day, time and place of the meeting; and

20.11.2 the business to be conducted at the meeting

20.12 The Chairperson or, if there is no Chairperson or if the Chairperson is not present within 10 minutes after the time fixed for a Board meeting, the Vice-Chairperson is to preside as chairperson at the meeting

20.13 If the Chairperson and the vice-Chairperson are absent from an Executive Committee meeting, the members may choose one of their number to preside as chairperson at the meeting

20.14 If a quorum is not present within 30 minutes after the time fixed for an Executive Committee meeting called at the request of the Executive Committee members, the meeting lapses

20.15 If a quorum is not present within 30 minutes after the time fixed for an Executive Committee meeting called other than at the request of committee members, the meeting is to be adjourned to:

20.15.1 the same day, time and place in the next week; or

20.15.2 a day, time and place decided by the committee

20.16 If, at the adjourned meeting mentioned in subsection 20.15, a quorum is not present within 30 minutes after the time fixed for the meeting, the meeting lapses

20.17 The minutes of every Board meeting will be affirmed at the next Board Meeting signed, to verify their meaning, by the chairperson of that meeting or the chairperson of the next Board meeting

20.18 If asked by a member of the association, the secretary must, within 28 days after the request is made—

(a) make the minute book for a particular general meeting available for inspection by the member at a mutually agreed time and place; and

(b) give the member copies of the minutes of the meeting.

20.19 The association may require the member to pay the reasonable costs of providing copies of the minutes.

21. MATTERS REQUIRING UNANIMOUS CONSENT

21.1 The following matters require unanimous consent of the Board:

21.1.1 variation or approval of membership or membership standards;

21.1.2 variation of approval of training or training standards for full, affiliate and student members;

21.1.3 issues relating to the interest of the Association (in any form) in any other entity in which the Association has a financial interest and/or affects interests pertaining to the Association’s members

22. FORMATION OF COMMITTEES

22.1 The Board may delegate the whole, or part of its powers to a sub-committee of the Association members considered appropriate by the Board and including at least one Board Member

22.2 A sub-committee may only exercise delegated powers in the way the Board decides

22.3 A sub-committee may elect a chairperson of its meetings

22.4 If a chairperson is not elected, or if the chairperson is not present within 10 minutes after the time fixed for a meeting, the members present may choose one of their number to be chairperson of the meeting

22.5 A Committee will report regularly on its activities and make recommendations to the Board

22.6 A sub-committee may meet and adjourn as it considers appropriate

22.7 A question arising at a sub-committee meeting is to be decided by majority vote of the members present at the meeting and, if the votes are equal, the question is decided in the negative

22.8 The Executive and Judiciary Committee are each sub-committees of the Board

23.9 The Judiciary Committee will consist of the Chairperson (or his/her nominee) and two (2) or more other Members (other than the Secretary or any other employee) appointed by the Board

23. VALIDITY OF NON-BOARD ACTIONS

23.1 An act performed by the Executive Committee, a sub-committee or a person acting as a member of the Executive Committee is taken to have been validly performed

23.2 Subsection 23.1 applies even if the act was performed when:

23.3 there was a defect in the appointment of a member of the Board, sub-committee or person acting as a member of the Board; or

23.4 a Board member, sub-committee member or person acting as a member of the Board was disqualified from being a member

24. RESOLUTION OF THE BOARD WIHOUT MEETING

24.1 A written resolution signed by a majority of Board members for the time being entitled to receive notice of a Board meeting is as valid and effectual as if it had been passed at a committee meeting that was properly called and held

24.2 A resolution mentioned in subsection 24.1 may consist of several documents in like form, each signed by one (1) or more members of the Board

25. FIRST GENERAL MEETING

25.1 The first general meeting must be held not less than one (1) month, and not more than three (3) months, after the day the Association is incorporated

25.2 The Board must decide where the meeting is to be held

25.3 The business to be conducted at the first general meeting must include the appointment of an auditor

26. FIRST ANNUAL GENERAL MEETING

26.1 The first annual general meeting must be held within 24 months after the day the Association is incorporated

27. SUBSEQUENT ANNUAL GENERAL MEETING

27.1 Each subsequent Annual General Meeting must be held:

27.1.1 At least once each year; and

27.1.2 Within three (3) months after the end of the Association’s previous financial year

28. BUSINESS TO BE CONDUCTED AT ANNUAL GENERAL MEETING

28.1 The following business must be conducted at each annual general meeting

28.1.1 Receiving the statement of income and expenditure, assets, liabilities and mortgages, charges and securities affecting the property of the Association for the last financial year;

28.1.2 Presenting the audited statement to the meeting for adoption;

28.1.3 Electing members of the Executive Committee;

28.1.4 Appointing an auditor

29. SPECIAL GENERAL MEETING

29.1 The Secretary may only call a special general meeting by giving each member notice of the meeting within 14 days after:

29.1.1 being directed to call the meeting by the Board; or

29.1.2 being given a written request signed by:

29.1.2.1 at least 33% of the members of the Association presently on the Board; or

29.1.2.2 at least the number of ordinary members of the Association equal to double the number of members of the Association presently on the Board plus 1; or

29.2 A request mentioned in subsection 29.1.2 must state:

29.2.1 why the special general meeting is being called; and

29.2.2 the business to be conducted at the meeting.

30. GENERAL MEETING

30.1 The Secretary may call a general meeting of the Association

30.2 The Secretary will convene a general meeting by giving not less than 14 days notice of the meeting to the Voting members

30.2.1 As required by the Constitution;

30.2.2 When directed to do so by the Board;

30.3 On the requisition in writing signed by not less than the number of Voting members as would be required in attendance at a general meeting, to constitute a quorum. The requisition must:-

30.3.1 Disclose the nature of the business to be transacted and the clause in this Constitution to which the business related and which the meeting should consider in particular;

30.4 The manner in which a notice is given will be determined by the Board

30.5 Notice of a general meeting will clearly state the nature of the business to be discussed at the proposed meeting.

31. QUORUM

31.1 Subject to subsection 31.5 at a general meeting, the number of voting members required to constitute a quorum will be double the number of positions on the Board plus one (1)

31.2 No business will be conducted at a general meeting unless a quorum of Voting Members is present at the time when the meeting proceeds to business

31.3 If a quorum is not present within 30 minutes after the time fixed for a general meeting called at the request of members of the Board or the Association, the meeting lapses

31.4 If a quorum is not present within 30 minutes after the time fixed for a general meeting called other than at the request of members of the Board or the Association, the meeting is to be adjourned to:

31.4.1 the same day, time and place in the next week; or

31.4.2 a day, time and place decided by a majority of the Board members

31.5 If, at an adjourned meeting, a quorum under subsection 31.1 is not present within 30 minutes after the time fixed for the meeting, the members present form a quorum

31.6 The Chairperson may, with the consent of the meeting at which a quorum is present, and mut if directed by the meeting, adjourn the meeting from time to time and from place to place

31.7 If a meeting us adjourned under subsection 31.6, only the business left unfinished at the meeting from which the adjournment took place may be conducted at the adjourned meeting

31.8 The Secretary is not required to give the members notice of an adjournment or of the business to be conducted at an adjourned meeting unless a meeting is adjourned for at least 30 days

31.9 If a meeting is adjourned to at least 30 days, notice of the adjourned meeting must be given in the same way as notice was given for the original meeting

31.10 In this rule, “member” includes person attending as a proxy

32. CONDUCT OF GENERAL MEETING

32.1 Subject to these Rules, at each general meeting:

32.1.1 The Chairperson, or if there is no Chairperson, or if the Chairperson is not present within fifteen (15) minutes after the time appointed for the meeting or is unwilling to act, the Vice-Chairperson is to preside as Chairperson; and

32.1.2 If the Vice-Chairperson is not present or is unwilling to act as Chairperson, the voting members present must elect one (1) of their number to be the Chairperson of the meeting; and

32.1.3 The Chairperson will maintain order and conduct the meeting in a proper and orderly manner; and

32.1.4 Before the meeting, the Board will appoint a person to act as the returning officer for the meeting. The returning officer will verify to the Chairperson the number of valid proxies received by the Association for the purposes of the meeting; and

32.1.5 Each question, matter or resolution will be decided by a majority (or the required majority if a resolution is other than an ordinary resolution) of votes of the voting members present; and

32.1.6 Each voting member present will be entitled to one vote only and if the votes are equal, the Chairperson has a casting vote as well as a primary vote; and

32.1.7 A member may vote in person, by proxy or by attorney; and

32.1.8. On a show of hands, each person present who is a member or representative of a member has one (1) vote; and

32.1.9 In a secret ballot, each member present in person, or by proxy, or by attorney, or other properly authorised representative has one (1) vote and

32.1.10 A member is not entitled to vote at a general meeting if the member’s annual subscription is in arrears at the date of the meeting

32.2 Voting will be by show of hands or a division of voting members, unless at least 20% of the members present demand a secret ballot

32.3 If a secret ballot is held, the Chairperson will appoint two (2) members to conduct the secret ballot in such manner as the Chairperson decided

32.4 The result of the ballot as declared by the Chairperson is taken to be the resolution of the meeting at which the ballot was held

32.5 Subject to clause 32.6, the Secretary will cause full an accurate minutes of all questions, matters, resolutions and other proceedings of every Board Meeting and General Meeting, for a period no less than five (5) years, to be entered in a book to be open for inspection at all reasonable times by any financial member who applies to the secretary for that inspection

32.6 The Board or Secretary may refuse to permit any person to inspect the records of the Association that relate to confidential, personal, employment, commercial or legal matters, or where to do so may be prejudicial to the interests of the association

32.7 The minutes of every general meeting will be signed to verify their meaning by the Chairperson of that meeting, or the chairperson of the next general meeting

33. PROXIES

33.1 Subject to these Rules, voting member may appoint another member to be his/her proxy for the purposes of attending, speaking at, and voting for that voting member at a general meeting

33.2 an instrument appointing a proxy must be in writing in the form approved by the Board; and

33.2.1 if the appointor is an individual – signed by the appointor or the appointed attorney properly authorised in writing; and

33.2.2 form must be lodged with the Secretary not later than 24 hours before the time for the holding of the general meeting

34.3 a proxy may be a member of the Association or another person

34.4 the instrument appointing the proxy is taken to confer authority to demand or join in demanding a secret ballot

34.5 if someone wants to give a member an opportunity to vote for or against a resolution, the instrument appointing a proxy must be in the following or like form

Australian Community Counselling Association Inc.:

I, of being a member of the association, appoint of as my proxy to vote for me on my behalf at the (annual) general meeting of the association, to be held on the day of 20 and at any adjournment of the meeting.

Signed this day of 20 .

Signature

This form is to be used * in favour of * against the resolution.

* strike out whatever is not wanted (unless otherwise instructed, the proxy may vote as the proxy considers appropriate

34.6 any issue of validity of a proxy will be determined by the chairperson of the meeting acting on the advice of the returning officer

35. POSTAL AND ELECTRONIC BALLOTS

35.1 the association may hold a postal or electronic ballot to determine any issue or proposal (including but not limited to a general meeting, special general meeting or board meeting)

35.2 A postal or electronic ballot is to be conducted in accordance with Schedule one of this Constitution

36. BY-LAWS

36.1 The board may make, amend or repeal by-laws, not inconsistent with these Rules for the internal management of the Association

36.2 Any by-law may be set aside by the voting members in a general meeting

37. ALTERATION OF THESE RULES

37.1 subject to the Act, these Rules may be amended, repealed or added to by a Special Resolution carried at a general meeting

37.2 An amendment, repeal or addition is valid only if it is registered by the chief executive

38. FUNDS AND ACCOUNTS

38.1 The funds of the Association are to be derived from the member fees, donations and any other sources the board determines appropriate and must be kept in an account in the name of the Association in a financial institution decided by the board

38.2 Records and accounts must be kept and maintained either in written or printed form in the English language, or in a computerised or electronic medium showing full and accurate particulars of the financial affairs of the Association for a period not less than five years

38.2.1 Subject to 38.2.2, the records and accounts kept in accordance with this will be open for inspection at all reasonable times by any financial member who applies to the Secretary for that inspection

38.2.2 the Board or Secretary may refuse to permit any person from expecting the records and accounts of the Association that relate to confidential, personal, employment, commercial or legal matters or where to do so may be prejudicial to the interests of the Association, or the nature of the request is deemed vexatious

38.3 Money will be banked as soon as practicable after receipt

38.4 Cheques will be signed by the Chairperson and any one other of the Secretary, Treasurer, Association accountant, or other member authorised from time to time by the Board

38.5 Cheques other than cheques for wages, allowances or petty cash recruitment must be crossed ‘not negotiable’

38.6 All expenditure must be approved or ratified at a Board meeting

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38.7 The Treasurer must, as soon as practicable after the end of each financial year, ensure a statement containing the following particulars is prepared:

38.7.1 the income and expenditure for the financial year just ended;

38.7.2 the Association’s assets and liabilities at the close of the year;

38.7.3 the mortgages, charges and securities affecting the property of the association at the close of the year

38.8 The financial statements will be examined by the auditor who must present their report upon the audit to the Secretary prior to the holding of the Annual General Meeting following the financial year in respect of which the audit was made

38.9 The income and property of the Association will be used and applied solely in promotion of its Objects and in the exercise of its powers. No portion of it will be distributed, paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to or amongst the Members

38.10 The payment in good faith of interest to a Member in respect of money advanced by the member to the Association, or otherwise owing by the association to the member, or of remuneration to an officer or employee of the Association, or to a member of the Association, or other person in return for any services actually rendered to the Association

38.11 The payment or repayment to a member of out of pocket expenses, money lent, reasonable and proper charges for goods hired by the Association, or reasonable and proper rent for premises demised or let to the Association

39. INDEMNITY

39.1 All board members and trustees holding property for the Association will be indemnified out of the property and funds of the Association against all losses and expenses incurred in the discharge of their duties except any due to their own wilful act or default

39.2 Each board member or trustee will be responsible only for so much money or property as he or she actually received for, or in discharge of the business of the Association, and each one will be answerable only for their own acts, neglects or defaults and not for those of any other person or for insufficiency of any security for money invested, or of title to any estate or property acquired, or for any loss or damage which may happen in the discharge of their duties unless due to their own wilful neglect or default

39.3 Any employee may be indemnified out of the property of the Association against any liability:

39.3.1 incurred by the employee acting in that capacity;

39.3.2 for the costs and expenses incurred by the employee in defending proceedings, where the civil or criminal, in which judgement is given in favour of the employee or in which the employees acquitted; or

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39.3.3 in connection with an application in relation to such proceedings in which the court grants relief to the employee

40. DOCUMENTS

40.1 Except as otherwise provided by these Rules, the board will provide for the safe custody of the books and records, documents, instruments of title and securities of the Association

40.2 Subject to these Rules, any electronically kept records will be available to transfer into hard copy

40.3 a person may not copy or take extracts of the register of members or use or disclose the confidential information of the Association without the prior approval of the Board

41. FINANCIAL YEAR

41.1 The financial year for the Association ends on 30 June in each year

42. DISTRIBUTION OF SURPLUS ASSETS

42.1 This section applies if the Association:

42.1.1 is wound up under part 10 of the Act; and

42.1.2 it has surplus assets

42.2 The surplus assets must not be distributed among the Association members

42.2.1 the surplus assets must be given to another entity

42.2.2 having objects similar to the Association’s objects; and

42.2.3 the rules of which prohibit the distribution of the entity’s income and assets to its members

42.3 in Section 42 “surplus assets” has the meaning given by section 92(3) of the Act

43. DISTRIBUTION OF PROPERTY ON WINDING UP OF ASSOCIATION

43.1 Subject to the Act and the associated regulations, in a winding up of the Association any surplus property of the Association is to be transferred to another organisation with similar objects and which is not carried on for the profit or gain of its individual members

43.2 in this, a reference to the surplus property of the Association is a reference to that property of the Association remaining after satisfaction of the debts and liabilities of the Association and the costs, charges an expenses of the winding up of the Association

SCHEDULE 1

CONDUCT OF POSTAL OR ELECTRONIC BALLOTS

1.BALLOTS

1.1 The Committee must:

(a) cause the details of the matter on which the ballot is to be held to be set out in a statement, and

(b) fix the dates for:

(i) the forwarding of postal ballot papers, or the giving of access to electronic ballot papers, to members, and

(ii) the closing of the ballot, and

1.2 Ever ballot must be conducted by the returning officer appointed by the committee.

2. RETURNING OFFICERS

2.1 A member of the Association, or a person who is not a member of the Association, may be appointed as a returning officer.

2.2 Despite subclause (2.1), a committee member of the Association may not be appointed as a returning officer.

2.3 The returning officer may be assisted in the performance of his or her duties by any person (who would be eligible to be a returning officer) appointed by the returning officer.

3. PREPARATION OF VOTING ROLL

3.1 The returning officer must prepare a roll of the full names and addresses of the members of the association who are eligible to vote.

3.2 A person whose name is on the roll is entitled to vote in the ballot, and no person is otherwise so entitled.

4. ELECTRONIC VOTING

4.1 This clause applies to a ballot for determination of a matter by the association that

is to be conducted by means of electronic voting.

4.2 Electronic voting is to be by means of email or other electronic means determined by the committee.

4.3 Without limiting subclause (4.2), the other electronic means of voting may include requiring voters to access a voting website and to vote in accordance with directions contained on that website.

4.4 The returning officer must ensure that the form for the electronic ballot paper contains:

(a) instructions for completing the voting paper, and

(b) the question to be determined, and

4.5 The returning officer must, at least 14 days (or 21 days in the case of a special resolution) before the date fixed for the closing of the ballot, give each person entitled to vote:

(a) access to an electronic ballot paper, or to a voting website or electronic application containing an electronic ballot paper, that complies with this clause, and

(b) access to information about:

(i) how the ballot paper must be completed, and

(ii) the closing date of the ballot, and

(iii) if voting is by email-the address where the ballot paper is to be returned, and

(iv) if voting is by other electronic means, the means of accessing the electronic voting system and how the completed electronic ballot paper is to be sent to the returning officer.

4.6 Each person entitled to vote must vote in accordance with the instructions

contained in the information.

4.7 If the ballot is a secret ballot, the returning officer must ensure that the identity of the

voter cannot be ascertained from the form of the electronic ballot paper.

4.8 An electronic ballot paper must be sent to the returning officer no later than the

close of the ballot.

4.9 The returning officer must ensure that all electronic ballot papers are stored securely

until the counting of the votes begins.

5. POSTAL VOTING

5.1 This clause applies to a ballot for the determination of a matter by the association that is to be conducted by means of postal voting.

5.2 The returning officer must prepare ballot papers that contain:

(a) instructions for completing the voting paper, and

(b) the question to be determined, and

5.3 The returning officer must, at least 14 days (or 21 days in the case of a special resolution) before the date fixed for the closing of the ballot, give each person entitled to vote:

(a) a ballot paper prepared in accordance with this clause, and

(b) a notice describing:

(i) how the ballot paper must be completed, and

(ii) the closing date of the ballot, and

(iii) the address where the ballot paper is to be returned, and

(c) a returning envelope addressed to the returning officer and the reverse side of which is noted or printed with the name and address of the member and, if the ballot is a secret ballot, an envelope marked “Voting Paper”.

5.4 Each person entitled to vote must vote by marking the ballot paper in accordance with the instructions contained in the notice.

5.5 If the ballot is a secret ballot, a voter must, after completing the ballot paper:

(a) enclose and seal the ballot paper in the envelope marked “Voting Paper”, and

(b) enclose and seal that envelope in the returning envelope addressed to the returning officer, and

5.6 If the ballot is not a secret ballot, a voter must, after completing the ballot paper:

(a) enclose and seal the ballot paper in the returning envelope addressed to the returning officer, and

(b) give the envelope to the returning officer so that it is received no later than the close of the ballot.

5.7 On receipt of a returning envelope, the returning officer must:

(a) compare the information on each returning envelope with the information on the voting roll to confirm that the vote was cast by a person entitled to vote in the ballot, and

(b) ensure that the ballot papers are securely stored until the counting of the votes begins.

5.8 A voter may give a returning envelope to the returning officer by post or personal delivery.

6. INFORMAL VOTES

6.1 A ballot paper of a voter who votes by means of electronic voting or postal voting is informal if the voter has failed to record a vote in accordance with the information provided by the returning officer.

6.2 Despite subclause (1), if, in the opinion of the returning officer, a voter’s intention is clearly indicated on a ballot paper for a postal vote, the ballot paper is not informal merely because it contains an unnecessary mark.

6.3 If voting is carried out by electronic voting using a voting website or other electronic application (but not if voting is by email), the website or application is to provide a warning message to a person casting an informal vote that the proposed vote is informal.

7. ASCERTAINING RESULT OF BALLOT

7.1 As soon as practicable after the close of the ballot for a postal vote, the returning officer must:

(a) in the case of a secret ballot, open the envelopes marked “Voting Paper” and remove the ballot papers, and

(b) in the case of any ballot, reject as informal any ballot papers that do not comply with the requirements of this Regulation, and

7.2 As soon as practicable after the close of a ballot conducted by electronic voting, the returning officer must:

(a) review all information and reports about the electronic ballot, and

(b) reject as informal any votes that do not comply with the requirements of this Regulation, and

8. STATEMENT BY RETURNING OFFICER

8.1 The returning officer must make out and sign a statement of the result of the ballot.

8.2 On the declaration of the returning officer of the result of the ballot, the committee must cause an entry to be made in the minute book showing the result of the ballot.

8.3 The returning officer must forward a copy of the statement to the chairperson of the committee who must announce the result of the ballot at the next general meeting.

9. NOTIFICATION OF RESULT OF BALLOT FOR SPECIAL RESOLUTIONS

9.1 In the case of a special resolution, the association must cause the result of the ballot to be notified in writing to its members as soon as practicable after the ballot.

10. RETENTION OF BALLOT PAPERS

10.1 The returning officer must retain:

(a) all ballot papers, and

(b) all rejected returning envelopes relating to postal voting, and

(d) all rolls, used in connection with the conduct of the ballot, in accordance with this clause.

10.2 The returning officer must retain those items in secure storage for a period of not less than 8 weeks after the date fixed for the closing of the ballot unless directed in writing by the committee to retain those items for a longer period.

Constitution rule 13.3 addendum

Current:

13.3 The Secretary or Treasurer must be an individual residing in Queensland, or in another State but not more than 65km from the Queensland border, who is:

New:

13.3 Secretary or treasurer is:

Accepted and validated at AGM July 2025