Constitution of the Polish Community Council of Victoria Incorporated
This is the original text of the Constitution, which has been adopted by the 1st Congress of Delegates of Polish Community of Victoria held on 23 September 1962 as amended by the Extraordinary Congress of Delegates on 19 May, 1996 in Rowville, Victoria.
NAME AND AREA OF ACTIVITY
1. The name of the incorporated association is the Polish Community Council of Victoria Incorporated (in this Constitution referred as the Council). The name of the Council shall be translated in to the Polish language as Federacja Polskich Organizacji w Wiktorii.
2. The Council is located in Melbourne and the area of its activity is the State of Victoria.
3. The Council is a non-government, community-based, state-wide peak umbrella organisation representing the Polish community of Victoria.
4. The objectives and duties of the Council shall be set out in the Statement of Purposes attached hereto.
5. Any Polish organisation whose aims and activities are not inconsistent with the attached Statement of Purposes may become a member, providing it shall apply in writing on completed ‘Proforma A’ (attached hereto) and is duly admitted to membership by vote of the Executive Committee of the Council and confirmed by Congress of Delegates
1. The Executive Committee shall resolve whether to approve or to reject the application. Upon the application being approved the Executive Committee shall notify the applicant organisation that it is, subject to confirmation by the Congress, approved for membership of the Council as:
· a general purpose regional community organization; or
· an organization of special purposes, interests, functions and objectives; and
· request payment of the sum payable under this Constitution as the first year’s subscription.
2. Upon the payment of the first year’s subscription, the Secretary shall place the acceptance of the approved member’s admission on the agenda of the Congress of Delegates next following the date the application was approved by the Executive Committee.
3. There shall be no entrance fee for member organizations.
4. A register of member organizations shall be kept and maintained by the Secretary of the Executive Committee and the register shall be available for inspection by its members at all meetings.
6. A member organization shall retain the right to independent management of its affairs in accordance with its own constitution or rules.
1. A copy of valid constitution or rules of each member organisation shall be deposited with the Secretary of the Executive Committee.
2. A member organisation which has paid all monies due and payable by it to the Council may resign from the Council. Resignation shall be made in writing and becomes valid after the expiration of one month from the date of notice
3. All member organisations shall be bound by and shall observe this Constitution and any rules and regulations made under and in accordance with this Constitution, and each member organisation shall be responsible for the actions of its delegates, officials or representatives.
7. The Controlling Authorities of the Council shall be:
1. the Congress of Delegates, which shall be the highest authority of the Council;
2. the Advisory Council;
3. the Executive Committee of the Council;
4. the Internal Audit Committee of the Council;
5. the Adjudicative Committee on Community Affairs.
CONGRESS OF DELEGATES
8. The Congress of Delegates shall be convened every year in the months of August – October.
9. Participants in the Congress of Delegates shall be delegates of all the member organizations on the following basis:
1. a general purpose regional community organisation – one (1) delegate for every twenty five (25) members plus one (1) if the total number of members is not a whole number multiply of twenty five (25); and
2. an organization of special interests, functions and objectives – one (1) delegate for every organisation, independent of the size of its membership.
3. Members of the Controlling Authorities of the Council as set in Par. 7..(3-5), but without the rights to vote, unless they are delegates of member organization.
10. Discharging by a member organisation of its financial obligations to the Council is the essential condition for admitting its delegates to participate in the Congress of Delegates, provided that their names have been previously advise in writing to the Executive Committee together with the number of members in their organization on completed ‘Proforma B’ (attached hereto).
11. The Congress of Delegates shall have the following powers:
1. to determine guidelines for development of the Polish community of Victoria;
2. to receive, consider and approve the reports of the Controlling Authorities of the Council;
3. to receive a report of the Auditor of the Council;
4. to elect the office bearers of the Controlling Authorities of the Council specified in Par.7. (3-5) and to appoint an Auditor designed according to Par.20.(5) and Par. 28;
5. to elect the delegates to the Congress of the Federal Council of Polish Associations in Australia;
6. to confirm the acceptance of new member organizations of the Council;
7. to approve the budget of the Council;
8. to amend the Constitution in accordance with Par. 33;
9. to vote on the dissolution of the Council in accordance with Par. 34;
10. to decide on all matters affecting the Council, which is not restricted to other Controlling Authorities or which are referred to the Congress of Delegates by other Controlling Authorities of the Council.
12. The Congress of Delegates shall be validly assembled if:
· it was convened by the Executive Committee in accordance with the Constitution;
· at least half of the member organisations are represented and fifty(50) per centum of the total number of delegates are present;
· if quorum is not reached, the Congress shall begin half an hour later on the same day in the same place and is valid regardless of the number of delegates present and number of organizations represent
Resolutions of the Congress of Delegates shall be carried when passed by the majority of votes unless otherwise stipulated by the Constitution. The office bearers of the Congress of Delegates shall be:
· a Chairman, who shall be elected by the Congress; and
· two (2) Assessors and two (2) Secretaries, who shall be appointed by the Chairman of the Congress.
· The voting rights of the delegates shall be verified by a Commission appointed by the Executive Committee.
· Delegates may transfer their voting rights to the other delegates providing that no delegate shall exercise more than three (3) votes including his own.
The Congress of Delegates shall be convened by the Executive Committee of the Council and shall be held on such day as the Executive Committee determines. The notice of the Congress, including the proposed agenda, shall be mailed to member organisations at least four (4) weeks before the nominated date.
An extraordinary Congress of Delegates shall be convened by the Executive Committee of the Council:
· on its own initiative, if it deems necessary;
· on request in writing of:
· one third of member organizations,
· the Advisory Council, or
· the Internal Audit Committee.
· If a request is made under Sub-Par. (2) above, the Executive Committee shall nominate the date of the extraordinary Congress of Delegates within five (5) weeks of receiving such a request.
· The notice of the extraordinary Congress, its agenda and the proposed motions submitted, shall be mailed to member organisations at least four (4) weeks before the nominated date.
· The matters included in the notice shall constitute the only business of the extraordinary Congress of Delegates.
· The rules governing representation, validation and proceedings of the extraordinary Congress of Delegates shall be the same as are those for the Congress of Delegates.
16. The Advisory Council shall meet, at least once in every year, on the initiative of the President of the Council, when deemed necessary.
· Sessions of the Advisory Council shall be chaired by:
· the President of the Council, who ex officio shall be the chairman,
· or a person appointed by the President.
· When in session, the Advisory Council shall be constituted of:
· a Chairman;
· a Deputy-Chairman, who shall be elected from those present at the session;
· a Secretary, who shall be elected from those present at the session;
· two(2) representatives of member organisations, who shall be appointed by each member organisation;
· members of Controlling Authorities of the Council as set out in Par.7.(3-5); and
· guests invited by the President, but without the right to vote, unless they are also representatives of organisations.
17. The resolution of the Advisory Council shall be carried by the majority of votes.
18. The duties of the Advisory Council shall be as follows:
· to determine the guidelines for the Executive Committee during the periods between Congresses of Delegates;
· to instruct and provide guidelines and directives for the delegates to the Congress of the Federal Council of Polish Association in Australia;
· to suspend any member organisation for activities detrimental to the Council of the Polish community on recommendation of the Adductive Committee on Community Affairs;
· to hear reports of the Executive Committee and other bodies constituted by the Congress of Delegates;
· to ratify and revise rules and regulations governing the Adjudicative Committee on Community Affairs, and special task forces, committees, foundations and all other bodies established under this Constitution on the recommendation of the appropriate Controlling Authority of the Council.
19. The Executive Committee elected by the Congress of Delegates for a two-year term of office shall be vested with the full executive powers and responsibility for the governance and general management of the Council.
· The Executive Committee of the Council shall consist of:
· a President, who shall be elected individually;
· a Deputy President, who shall be elected individually;
· two (2) Vic-Presidents;
· a Secretary;
· a Treasurer;
· four(4) members, who shall be responsible for assigned specialist areas of activities; and
· a Representative of the Polish Pastorate, who shall be nominated by the Polish clergy.
· Nomination of candidates to the Executive Committee shall be forwarded to the Executive Committee not less than seven (7) days before the date of the Congress on completed ‘Proforma C’ (attached hereto).
· Each candidate for election to the Executive Committee must be a financial member of a member organisation of the Council.
· If insufficient number of candidates has been nominated in the prescribed manner the remaining vacancies shall be filled from among the delegates present at the Congress, by election.
· Assignment of offices and functions of the Executive Committee shall be done during the first meeting of the Executive Committee following the Congress elections took place. The Executive Committee shall be authorized to delegate any of its powers to one or more of its members as it deems fit, and may at its discretion appoint as it thinks fit assistants to the President, Treasurer, Secretary, and such other officials as may be required from time to time. However, persons so appointed have no right to vote at meetings of the Executive Committee
· In case of inability of the President to carry out the duties of his office, Deputy President shall automatically take over for the remainder of the term of office or until the next Congress of Delegates is convened.
· Any member of the Executive Committee may resign from his office by a written resignation forwarded to the Executive Committee, or he may be removed from his position by a resolution passed by a Congress of Delegates.
· If a member of the Executive Committee fails to carry out his duties and, in particular, fails to attend three consecutive meetings of the Executive Committee without a valid reason, that member may be removed by the resolution of the Executive Committee.
· Any Committee Member so removed has the right to appeal against the decision to the Adjudicative Committee, whose pronouncement shall be final and irrevocable.
· In the event of a vacancy in any office of the Executive Committee, other than office of the President and the Deputy President, the Executive Committee may appoint an individual who is a financial member of a member organisation to fill the vacancy and the person so appointed shall hold office until the elections of the Executive Committee next following the date of his appointment.
· No more than four (4) vacant offices of the Executive Committee shall be filled in each term.
· No member of the Executive Committee shall be appointed to or retain any paid office of the council whilst he is a member of the Executive Committee. He may obtain reimbursement of reasonable out-of-pocket expenses incurred while acting under authority of the Committee.
20. The powers and responsibilities of the Executive Committee shall be:
· to manage the activities of the Council;
· to convene and prepare the Congress of Delegates;
· to admit new members of the Council;
· when necessary, to appoint, adjourn, dissolve, define and revise the composition, powers and duties and otherwise exercise control over committees, task-forces, representative bodies and all other institutions established under this Constitution which may facilitate the realisation of the aims of the Council; and
· to designate an Auditor, and in case of inability of the Auditor to carry out the duties of his office, to appoint another Auditor in his stead.
21. The meetings of the Executive Committee shall be convened by the President when deemed necessary , but at least once each month. Resolutions shall be carried by a simple majority of votes, providing that a majority of members of the Executive Committee are present. In the case of an equality of voting, the President shall be entitled to exercise a second or casting vote.
INTERNAL AUDIT COMMITTEE
22. The Internal Audit Committee, elected by the Congress of Delegates for term of two (2) years, shall consist of:
· a Chairman,
· two (2) members, and
· two (2) substitute members.
23. The duty of the Internal Audit Committee shall be to examine, at least once a year, the administrative procedures and to audit the financial transactions of the Council, and to present its report to the Congress of Delegates and to propose a motion that the Executive Committee be released or that it be not released.
24. Adjudicative Committee on Community Affairs, elected by the Congress of Delegates for two (2) years, shall consist of:
· a Chairman,
· four (4) members, and
· two (2) substitute members.
25. The powers of the Adjudicative Committee on Community Affairs shall be:
· to adjudicate upon matters in dispute between member organisations, and between member organisation and Controlling Authorities of the Council as in Par.7.(2-3);
· to adjudicate on matters concerning the activities of the committees of member organisations, if these have been alleged to be in conflict with this Constitution or a constitution of the member organisation;
· to prepare binding interpretations of this Constitution when requested by the Executive Committee;
· to review appeals of members of Executive Committee removed from office by the Executive Committee.
26. The right to put matters under dispute before the Adjudicative Committee on Community Affairs shall be vested in the member organisations and the Controlling Authorities of the Council. The allegation must be specified in writing and must set out the ground on which each allegation is made, and be addressed to the Adjudicative Committee on Community Affairs.
27. The Adjudicative Committee on Community Affairs shall conduct its business in accordance with the Constitution and the Rules and Regulations approved by the Advisory Council.
AUDIT OF ACCOUNTS
28. The financial transactions and accounts of the Council shall be audited at least annually by an independent accountant which shall be designated by the Executive Committee and appointed as an Auditor of the Council by the Congress of Delegates. The Congress of Delegates may delegate the appointment of the auditor to the Executive Committee.
· The annual audit report shall in general conform to the auditing standards. An examination of the accounts and records shall be undertaken by the Auditor in the period of July – September in each year, when he shall complete the audit program relating to the financial year which expired immediately preceding.
· The Auditor shall make such reports as he considers necessary direct to the Executive Committee. The Executive Committee shall ensure that the Auditor’s report and other related reports are presented to the Congress of Delegates.
DISCHARGE OF DUTY AND INDEMNITY
29. All office bearers of the Controlling Authorities of the Council shall:
· discharge the duties of their respective positions in good faith and with that degree of diligence, care and skill which ordinarily prudent men would exercise under similar circumstances in like positions; and
· while acting under authority of the Council in the course of their duties, shall be indemnified out of the assets of the Council against any liability incurred by them in defending any proceedings, whether civil or criminal, in which judgement is given in their favour or in which they are acquitted or in connection with any application under the Companies Code (Victoria) in which relief is breach of duty or breach of trust.
FUNDS, CHEQUES & ACCOUNTS
30. The funds of the Council shall be delivered from:
· Subscriptions of member organisations at the rate and amount determined from time to time by the Congress of Delegates;
· Donations, endowments, subsidies, grants and such other sources as determined by the Controlling Authorities of the Council.
· All cheques, drafts, bills of exchanges, promissory notes and other negotiable instruments shall be signed by two members of the Executive Committee, one of whom shall be the Treasurer.
· The Executive Committee may establish im-prest accounts to the values decided from time to time by the Executive Committee to be appropriate.
· These accounts will require only the signature of the Treasurer or any other member of the Executive Committee or administrative officer of committees, task forces, representative bodies and all other institutions established under this Constitution who has been approved as an alternative signatory by the Executive Committee.
31. The Common Seal of the Council shall be kept in the custody of the Secretary. The Common Seal shall not be affixed to any instrument except by the authority of the Executive Committee and the affixing of the Common Seal shall be attested by signature of two members of the Executive Committee.
CUSTODY OF RECORDS
32. Except as otherwise decided by the Executive for the time being, the Secretary shall keep in his custody or under his control all books, documents and securities of the Council. All such articles shall be made available for inspection by members during a Congress of Delegates.
AMENDMENTS OF CONSTITUTION
33. Amendments to the Constitution or to the Statement of Purposes may be made by the Congress of Delegates. No amendments shall be made unless at least two thirds of the votes of those present, entitled to vote are cast in favour of the amendments. The proposed amendments shall be included in the notice convening the Congress.
WINDING UP OR DISSOLUTION
34. The Council shall be wound up if a motion to that effect is carried at a Congress of Delegates convened specially for this purpose and such Congress shall also determine the method of effecting the dissolution and disposition of the assets of the Council.
· The resolution to wind up the Council shall not be valid unless at least three quarters of the votes of those present, entitled to vote, be cast in favour of the dissolution and at least three quarters of all those entitled to vote be present in person.
· Upon winding up or cancellation of incorporation of the Council after all outstanding debts have been paid, all property whatsoever shall be transferred to the organisations having objectives similar to the objectives and purposes of the Council and being of non-profit, benevolent and charitable nature, which prohibit the distribution of income amongst members to an extent at least as great as is imposed on the Council under the Constitution and which is/are institution or institutions approved by the Commissioner of Taxation as a public benevolent institution covered by Item 4.1.1 of the Table 4 in section 78(4) of the Income Tax Assessment Act 1936 as amended.
· No assets shall be paid to or distributed amongst individuals.
NON – PROFIT ASSOCIATION
35. The Council is not carried on for profit. Any income of the Council whatsoever shall be applied solely towards the promotion of its objectives. No portion of income shall be distributed or transferred directly or indirectly by way of bonus, dividend, or otherwise howsoever by way of profit to individuals provided that nothing herein contained shall prevent the payment in good faith or remuneration to any officers, or employees of the Council or to any member of the Council, in return for any services actually rendered or the repayment to any members of out-of-pocket expenses incurred by such member and the payment to any member of interest at the reasonable and proper rate on money lent by any member or the payment of reasonable and proper rent to any member for premises demised or let to the Council by such member of the Council.
36. Any matter not covered by this Constitution shall be prescribed by Schedule 2 (‘the Model Rules’) of the Associations Incorporation Regulations 1983 for the Associations Incorporation Act 1981 ( Victoria) as amended from time to time.
37. Words or expressions contained in this Constitution shall be interpreted in accordance with the Interpretation of Legislation Act 1984 as amended from time to time.
STATEMENT OF PURPOSES
The purposes of the Council are:
1. To represent the Polish community in Victoria and co-ordinate the activities of member organisations;
2. to initiate, organise and facilitate social, recreational and charitable activities in relief of poverty, sickness, misfortune, suffering, distress or destitution and conduct charity work bringing gratuitous relief to persons in need of assistance;
3. to provide social services including counseling, information and monitoring;
4. to research, documents and provide all relevant information about needs of the community and persons of Polish heritage and Australians of Polish descent;
5. to provide training, case work and education programs in response to the needs of the community;
6. to assist other public benevolent institutions, entities or organisations founded for the good of the community;
7. to provide general community assistance, development work and networking and organise and develop public information campaigns, sessions and seminars and promote access to services available by governments and other bodies;
8. develop and maintain co-operation with all tiers of the government, professional or trade associations and Polish community associations, clubs, organisations and other community bodies;
9. to endeavour to maintain and to preserve Polish traditions and to cultivate, propagate and disseminate the Polish cultural heritage among the members and the community at large and encourage all Polish Australians to retain and express their social identity and cultural inheritance;
10. to promote full participation by Victoria’s Polish community in the social, economic, cultural and political life of the Victorian community
11. to promote unity among Victoria’s Polish community and other ethnic groups;
12. to foster co-operation in all fields of endeavour with the Polish nation, organisations and institutions inside and outside Poland;
13. to run Polish community language schools to teach and cultivate Polish language, history and culture among the young generations of Polish Australians.
Solely for the purpose of furthering the purposes set out above the Council shall have power:
to subscribe to become a member of and to co-operate with any other association, whether incorporated or not, whose objectives are altogether or in part similar to those of the Council provided that the Council shall not subscribe to or support with its funds any club, association or organisation which does not prohibit the distribution of its income and property among its members;
to buy, sell and deal in all kinds of articles, commodities and provisions, both liquid and solid, for the members of the Council or persons frequenting the Council’s premises;
to purchase, take on lease or in exchange, hire and otherwise acquire any land, buildings, easements or property, real and personal, and any rights or privileges which may be requisite for the purposes of, or capable of being conveniently used in connection with, any of the objectives of the Council provided that in case the Council shall take or hold any property which may be subject to any trust the Council shall only deal with the same in such manner as is allowed by law having regard to such trusts;
to enter into any arrangements with any Government or Authority that are incidental or conductive to the attainment of the objectives and the exercise of the powers of the Council; to obtain from any such Government or Authority any rights, privileges and concessions which the Council may think it desirable to obtain, and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions;
to appoint, employ, remove or suspend such managers, clerks, secretaries, servants, workmen and other persons as may be necessary or convenient for the purposes of the Association;
to construct, improve, maintain, develop, work, manage, carry out, alter or control any houses, buildings, grounds, works of conveniences which may seem calculated directly or indirectly to advance the Association’s interests, and to contribute to, subsidise or otherwise assist and take part in the construction, improvement, maintenance, development, working, management, carrying out, alteration or control thereof;
to invest and deal with the money of the Association not immediately required in such manner as may from time to time be thought fit;
to take, or otherwise acquire, and hold shares, debentures or other securities of any company or body corporate;
to lend and advance money or give credit to any person or body corporate; to guarantee and give guarantees or indemnities for the payment of money or the performance of contracts or obligations by any person or body corporate, and otherwise to assist any person or body corporate;
to borrow or raise money either alone or jointly with any other person or legal entity in such manner as may be thought proper and whether upon fluctuating advance account or overdraft or otherwise to represent or secure any monies and further advances borrowed or to be borrowed alone or with others as aforesaid by notes secured or unsecured, debentures or debenture stock perpetual or otherwise, or by mortgage, charge liens or other security upon the whole or any part of the incorporated association’s property or assets present or future and to purchase, redeem or pay off any such securities;
to draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading and other negotiable or transferable instruments;
to sell, improve, manage, develop, exchange, lease, dispose of, turn to account or otherwise deal with all or any part of the property and rights of the Association;
to take or hold mortgages, liens or charges, to secure payment of the purchase price, or any unpaid balance of the purchase price, of any part of the Association’s property of whatsoever kind sold by the Association, or any money due to the Association from purchases and others; to take any gifts of property whether subject to any special trust or not, for any one or more of the objects of the Association but subject always to the proviso in paragraph c;
to take such steps by personal or written appeals, public meetings or otherwise, as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Association, in the shape of donations, annual subscriptions or otherwise;
to print and publish any newspapers, periodicals, books or leaflets that the Association may think desirable for the promotion of its objects;
to amalgamate with any one or more incorporated associations having objects altogether or in part similar to those of the Association and which shall prohibit the distribution of its or their income and property among its or their number to an extent at least as great as the imposed upon Association under or by virtue of the Rules;
to purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagements of any one or more of the incorporated associations with which the Associations authorised to amalgamate;
to transfer all or any part of the property, assets, liabilities and engagements of the Association to any one or more of the incorporated associations with which the Association is authorised to amalgamate;
to make donations for patriotic, charitable or community purposes;
to transfer any lawful business in aid of the Commonwealth of Australia in the prosecution of any war in which the Commonwealth of Australia is engaged;
to do all such other things as are incidental or conductive to the ailment of the objects and the exercise of the powers of the Association.