AgreementDeed template

Alzheimer's Australia TasLiving with dementiaG.P.O. Box 1608,HOBART, TASMANIA

Constitution of

Dementia & Alzheimer's Association (Tasmania) Inc

Trading as

Alzheimer's Australia Tasmania

I,Lawyer, Notary Public and President of Dementia & Alzheimer's Association (Tasmania) Inc certify that this is a true copy of the current Constitution of Dementia & Alzheimer's Association (Tasmania) Inc.

Dementia & Alzheimer's Association Tasmania Inc | 7224301_4.docx

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CONSTITUTION OF

Dementia & Alzheimer's Association (Tasmania) Inc

NameThe name of the association is Dementia & Alzheimer's Association (Tasmania) Inc.The Association is licensed to use the business names Dementia Australia, Alzheimer's Australia and Alzheimer's Australia (Tas).The Association may for the purpose of its business and in furtherance of its objectives also trade under other names which may be separately registered.DefinitionsIn this Constitution, unless the contrary intention appears:

'Act' means the Tasmanian Associations Incorporation Act 1964 as amended from time to time.

'Association' means Dementia & Alzheimer's Association (Tasmania) Inc.

'Advisory and Advocacy Committees' means one of the regional committees set up to provide advice to the Board. The term of reference for Advisory and Advocacy Committees are set out in Appendix 'A' of this Constitution.

'Board' means Board of Management of the Association elected or appointed pursuant to this Constitution.

'By-law' means a regulation for the operation of the Association determined by the Board and ratified by the membership, consistent with and additional to this Constitution.

'Dementia' includes Alzheimer's disease and other related disorders.

'Executive' means an Executive Committee established by the Board under clause 10.5(e) of this Constitution.

'Member' means any member of the Association.

'Executive Director' means the person appointed by the Board to be the chief executive officer of the Association.

'Ordinary Member of the Board' means a member of the Board who is not an officer of the Association as defined by clause REF _Ref483313594 \w \h \* MERGEFORMAT 12.1 of this Constitution.

'President' means the person elected to the office of President of the Association.

'Public Officer' means the person elected to be the Public Officer of the Association.

'Seal' means the common seal of the Association.

'Secretary' means the person elected to the office of Secretary.

'Special Resolution' means a special resolution defined in the Act.

'Treasurer' means the person elected to the office of Treasurer.

Expressions referring to writing will be construed as including references to printing, lithography, photography and other modes of representing or reproducing words in a visible form unless the contrary intention appears.

Objectives and Purposes of the AssociationThe objectives of the Association will be to:Provide support to people living with dementia, their carers, family and friends.Educate and inform the public, and the medical and caring professions, of the problems associated with dementia.Stimulate and/or contribute to research to improve the management, treatment and prevention of dementia.Raise government and community awareness and encourage action by highlighting the needs of people living with dementia, their carers, family and friends.Seek provision of suitable short and long term accommodation or other facilities and services for people living with dementia their carers, family and friends.Disseminate information and news to members of the Association. To distribute and publish material to meet the objects of the Association and to establish any libraries or collections of information as are deemed appropriate.Co-ordinate those committees, branches, chapters and groups as are appropriate. To affiliate or amalgamate with and to elect nominees to other bodies with similar objectives and interests.Raise funds to further the Association's objects and purposes.Powers of the AssociationThe Association will have the power to do all things as it may legally in accordance with the Act. Without limiting those powers the Association may:Purchase, take on, lease or in exchange hire or otherwise acquire any real and personal property that may be/deemed necessary or appropriate for any of the purposes of the Association.Construct, maintain or alter any houses, building or other works necessary or convenient for the purposes of the Association.Accept any gift of property whether subject to any special trust or not. Sell, manage, lease, mortgage, dispose of or otherwise deal with all or any part of the property of the Association.Take any 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 by way of donations annual subscriptions or otherwise.Borrow raise or assure the payment of money in any legal measure the Association may think fit and in particular by the issue of bonds bills of exchange promissory notes securities mortgages or debentures or debenture stock (perpetual or otherwise).Open and operate bank accounts; and invest any moneys of the Association not immediately required for any of its objects in any manner as may from time to time be determined in accordance with the rules of the Association.Administer any property on trust.Give any security for the discharge of liabilities incurred by the Association as the Association thinks fit.Appoint agents to carry out any business of the Association on its behalf. Seek funding from all levels of Government and business to further the objectives of the Association.Conduct enterprises with the aim of making profits for use in furthering the objectives of the Association provided it is in accordance with the law.Conduct and/or facilitate training and education whether for profit or not, provided the profit is used to further the objectives of the Association.Enter into any other contract it considers necessary or desirable.MembershipMembership of the Association shall be divided into two categories, namely the Governing Member; andthe Legacy Member.Governing MemberThe Governing Member shall be Dementia Australia Ltd ACN 607 890 317 (formerly Alzheimer's Australia Ltd).Legacy MembersLegacy Membership shall be any person or organisation whose name is entered in the register of Members and who is not also the Governing Member. For the avoidance of doubt, Legacy Members include all existing Members who had previously been granted membership of the Association as at [insert date of adoption of new rules] and are not also the Governing Member. A person or organisation who is nominated and approved for membership as provided in these rules is eligible to be a member of the Association on payment of the annual subscription fixed under these rules.A person or organisation who is not a member of the Association at the time of the incorporation of the Association is not to be admitted to membership:unless the person or organisation is nominated in accordance with clause REF _Ref483313624 \w \h \* MERGEFORMAT 5.3; andthe admission as a member is approved by the Board.The nomination of a person or organisation for membership of the Association is to be:made in writing and signed by the person or organisation nominated showing their written consent; anlodged with the Secretary of the Association.As soon as practicable after the receipt of a nomination, the Secretary is to refer the nomination to the Board.On a nomination being approved by the Board, the Secretary:is to notify the nominee, in writing, that he, she or they have been approved for membership of the Association; andupon receipt of the sum payable as the first year's subscription, is to enter the nominee's name in a register of members.An organisation who is a member may nominate a person, or position of their organisation to attend meetings on behalf of the member organisation.A member of the Association may resign from the Association by delivering or sending by post to the Secretary, a written notice of resignation.On receipt of a notice from a member under clause 5.35.7, the Secretary is to remove the name of the member from the register of members.A person or organisation:becomes a member of the Association when his, her or its name is entered in the register of members; andceases to be a member of the Association when his, her or its name is removed from the register of members.Any right, privilege or obligation of a person or organisation as a member of the Association:is not capable of being transferred or transmitted to another person or organisation; andterminates on the cessation of the membership.If the Association is wound up:every member of the Association; andevery person or organisation that, within the period of 12 months immediately preceding the commencement of the winding up, was a member of the Association is liable to contribute:to the assets of the Association for payment of the debts or liabilities of the Association; andfor the costs, charges and expenses of the winding up; andfor the adjustment of the rights of the contributories among themselves.Any liability under clause 5.75.11 is not to exceed the most recent annual subscription set by the Association.A former member is not liable to contribute under clause 5.75.11 in respect of any debt or liability of the Association contracted after he, she or it ceased to be a member.A member expelled under clause REF _Ref483313673 \w \h \* MERGEFORMAT 8 may rejoin the Association with the express approval of the Board.A nomination of a person or organisation for an honourary life membership of the Association is to be:made in writing and singed by two (2) members of the Association;lodged with the Secretary of the Association;put to the Board for a recommendation; andthen put to the members at a general meeting for ratification.SubscriptionsEach member of the Association must pay any annual subscription and any other fees paid in the manner that the Board prescribes from time to time.At time of adoption of this constitution subscription fees are:one year personal$ .................five years personal$..................one year corporate$..................five years corporate$..................Cessation of MembershipA member may at any time by giving written notice to the Secretary resign membership of the Association but will continue liable for any annual subscription and all arrears due and unpaid at the date of resignation and for all other moneys due to the Association.If the subscription of a member remains unpaid for a period of time determined by the Board that member will cease to be a member of the Association.The Association will not be continuing the membership category of Legacy Member after 30 June 2018 and all Legacy Members will cease to be Members of the Association on and from the earlier of the expiration of their then current membership term (as at the date of adoption of this constitution) and 30 June 2018.Removal of a MemberSubject to giving a member an opportunity to be heard or to make a written submission, the Board may resolve to expel a member if the Board is satisfied that the member has acted in a manner detrimental to the interests of the Association.Particulars of the actions or conduct for which it is proposed to expel a member must be communicated to the member at least one month before the meeting of the Board at which the matter will be determined.The determination of the Board must be communicated to the member, and in the event of an adverse determination the member will, (subject to 8.2 below), cease to be a member fourteen (14) days after the Board has communicated its determination to the member.It will be open to a member to appeal to the Association in a general meeting against expulsion. The intention to appeal must be communicated to the Secretary or Public Officer of the Association within fourteen (14) days after the determination of the Board to expel has been communicated to the member.If an appeal under 8.2 above is lodged, the appellant's membership of the Association will not be terminated unless the determination of the Board to expel the member is upheld by the members of the AssociationGoverning Member in general meeting after the appellant has been heard by the members of the Association. If that determination is upheld then membership will be terminated at the date of the general meeting at which the determination of the Board is upheld.A member against whom the Board intends to proceed under clause 8.1 may upon being notified of the Board's intention in accordance with clause 8.1(a) be suspended from membership of the Association.Register of MembersThe Board will cause a Register of all members of the Association to be kept in which will be recorded the name and address of each member, the date on which each member was admitted to the Association and if applicable, the date of, and reason(s) for, termination of membership and any other details as the Board may from time to time determine.The Register will be available for inspection free of charge by any member of the Association upon request.A member may make a copy of entries in the Register, but may not use any of the information from the Register for commercial purposes without the express permission of the Board.Management

Subject to Section 23 of the Act the affairs of the Association will be managed by a Board.

The Board shall consist of not less than seven (7) and not more than eleven (11) persons, who shall be members of the Association or an authorised representative of a member organisation.Appointments and nNominations for election appointment to the Board must:be made by taking into account the range of skills required for its purpose; andinclude a maximum of four (4) Board members elected at the Annual General Meeting from nominations made through the Advisory and Advocacy Committees; and include the balance of the members of the Board who are to be appointed by the Board and ratified by the members Governing Member at the Annual General Meeting following the appointment.Without limiting clause 10.1, if the number of members of the Board falls below seven (7), a meeting of at least half the remaining members of the Board must be held for the purpose of appointing sufficient new members of the Board to bring the membership of the Board back to at least seven (7) persons, or up to eleven (11) persons at the discretion of the Board.The Executive Director will be an employee of the Association appointed by the Board.

The Executive Director shall be required to attend meetings of the Executive and the Board, but shall not have voting rights at the meetings of the Executive or the Board.

The Board may, subject to this Constitution together with any By-laws, the Act and Regulations, exercise all powers and functions as may be exercised by the Association that are not by Law or this Constitution required to be exercised by the Association in a general meeting. Without limiting those powers, the Board may:suspend from membership any person who is the subject of a resolution pursuant of clause 8.1;co-opt or purchase the service of persons with particular expertise to assist the Board in meeting its fiduciary responsibilities;appoint or remove any employee or servant of the Association and determine the duties salaries and remuneration of any employee or servant and make such arrangements and enter into any agreements with them as it sees fit;form any branch, division, committee, working party, project team or other device to assist it in carrying out its responsibilities under any terms of reference as the Board may determine provided that no committee, working party, project team or other device will be given power greater than those powers bestowed on the Board by this Constitution or as may be limited by any resolution of a general meeting of the Association. Any committee, working party, project team or other device established by the Board will receive its terms of reference including any delegation in writing;establish an Executive Committee to act on behalf of the Board between scheduled meetings of the Board with those powers as the Board may decide;The Board may delegate its authority as deemed appropriate.

The Board will may establish (and dissolve) Advisory and Advocacy Committees in Regional areas of the State to represent the community Statewide and to provide input for the Board and the Executive Officer of the Association on local needs and issues. The terms of reference of the Advisory and Advocacy Committees are set out in Appendix 'A' of this Constitution.

Election Appointment and and Ratification of Members of the BoardMembers of the Board who were appointed by the Board must be ratified by the Governing Member at the next Annual General Meeting following the appointmentMembers of the Board nominated under clause REF _Ref483313778 \w \h \* MERGEFORMAT 10.2(b) and REF _Ref483313791 \w \h \* MERGEFORMAT 10.2(c) will be elected and/or ratified at the Annual General Meeting and will hold office for two (2) years.The Governing Member may by notice in writing appoint a member to the Board at the Annual General Meeting, including to replace a retiring Board member.Members of the Board elected appointed at the Annual General Meeting as a result of nominations by the Advisory and Advocacy Committees, or appointed by the Board and then ratified by the Association Governing Member at the Annual General Meeting, will take office after the conclusion of the Annual General Meeting following their election appointment and/or ratification and will hold office until the conclusion of the Annual General Meeting when their term of office expires.Ratification of Board members appointed by the Board will be by a simple majority vote of the members at the Annual General Meetingdetermined by the Governing Member. lf the members Governing Member does not ratify any Board member appointed by the Board then the Board may put forward further candidates for ratification at the Annual General Meeting. If no Board candidate is ratified, the Board will call a Special General Meeting for the selection of any additional Board members required.

Office HoldersThe Office-holders of the Association will be the President, Vice-President, and Treasurer.The office-holders shall he elected annually from among the members of the Board, at the Board Meeting following the Annual General Meeting, or appointed by the Board at Board meetings as casual vacancies occur.The Board will appoint a Secretary who may be:a member of the Board;a staff member of the association;a volunteer; orany other person

appointed at the Board's discretion, who will not be entitled to vote unless they are a member of the Board.

Public OfficerThe Association will elect a Public Officer from the other Board members at the Annual General Meeting. The Public Officer will be responsible for carrying out all the duties of a Public Officer as set down in the Act.Vacancy on the BoardThe position of a member on the Board will become vacant if the memberresigns his/her office by notice in writing to the Association;becomes insolvent under administrationcommits an act of bankruptcy or makes any arrangement or composition with his/hers creditors generally;becomes prohibited from being a member of a board by reason of any order made under the Law;becomes of unsound mind or a person whose estate is liable to be dealt with in any way under the Powers of Attorney Act 2000 or the Guardianship & Administration Act 1995; is absent without permission of the Board from three (3) consecutive meetings of the Board; oris removed by the Governing Member under these Rules.; orceases to be a member of the Association or ceases to be an authorised representative of a member organisation or the member organisation for which he/she is the authorised representative ceases to be a member.In the case of any vacancy on the Board due to death, resignation or removal from office, the Board may co-opt another person to fill the vacancy.A vacancy in the Office of President will be filled by the Vice-President.A vacancy in the Office of the Vice-President, Secretary or Treasurer will be filled by the Board electing another member of the Board to hold that Office.Any person filling a vacancy as an Office-bearer or member of the Board will retain that office only so long as their predecessor would have retained it if the vacancy had not occurred.The Board may act not-withstanding any vacancy on the Board.Board MeetingsThe Board will meet as often as is required to conduct the business of the Association but not less than six (6) times each year.Board meetings will be held at various locations and by telephone or video link up as available from time to time. The Board will attempt to meet in regional areas throughout the State on an annual basis.Special Meetings of the Board may be convened by the President or by any three (3) members of the Board.Notice of Board MeetingsWritten or by electronic transmission notice of each Board Meeting must be given to each member of the Board at least seven (7) days before the date of the meeting.Written notice must be given to Board members of any special meeting specifying the general nature of the business to be conducted. No other business may be conducted at that meeting.Quorum for Board MeetingsFor the transaction of its business the quorum will be one half of the number of members of the Board which, if not a whole number is taken to the next whole number.No business may be conducted unless a quorum is present.If within half an hour of the time appointed for the meeting, or any other time the Board may from time to time decide a quorum is not present then:in the case of a special meeting the meeting lapses.in any other case, the meeting will stand adjourned to the same place and the same time on a day in the following week, unless the Board determines otherwise. If at the adjourned meeting a quorum is not present within 30 minutes of the scheduled time for the meeting, the members present (being not less than four) will have power to decide all matters which could properly have been disposed of by a quorum at the original meeting.Chair at Board MeetingsThe President will chair all Board meetings of the Association. In the absence of the President or if he/she declines to act, the Vice-President will assume the chair.If at the expiry of fifteen (15) minutes after the time appointed for holding a meeting of the Board the President and Vice-President are not present, or if they decline to act, another member of the Board will be elected to chair that meeting.Voting at Board MeetingsResolutions of the Board will be passed or amended only by the concurring vote of a majority of the votes cast by members of the Board present at any meeting of which notice outlining generally the business to be transacted has been given in writing to every member of the Board at least seven (7) days before the meeting.Questions arising at a meeting of the Board, or at a meeting of any sub-committee appointed by the Board, will be determined on a show of hands or, if a member requests, by a poll taken in the manner as the person presiding at that meeting may determine.Each member present at a meeting of the Board, or at a meeting of any subcommittee appointed by the Board (including the person presiding at the meeting) is entitled to one vote, and in the event of an equality of votes on any question, the person presiding may exercise a second deliberative vote.Members of the Board must disclose any direct or indirect pecuniary interest in matters considered by the Board and may not vote on those matters.Removal of Board MemberThe Board will cause any member of the Board falling within the provision of clause 14.1 to be removed from the Board.The Association Governing Member in general meeting may, by resolution, remove any member of the Board before the expiration of the member's term of office for reasons of ill health, incompetence, breach of this Constitution of the Association or for not acting in the interest of the Association or its members. The general meeting may appoint another member in their place to hold office until the expiration of the term of the removed member.A member who is the subject of a proposed resolution referred to in clause REF _Ref483313875 \w \h \* MERGEFORMAT 20.2 may make representations in writing (not exceeding a reasonable length) to the Secretary or President of the Association and may request that the representations of the members of the Association. That member will retain the right to speak at the general meeting at which the proposed resolution is considered.The Secretary or the President may give a copy of the representations to each member of the Association or, if they are not so given, the member may require that they be read out at the meeting.may be notice in writing remove any member of the Board before the expiration of his or period of office, and may by notice in writing, appoint another person in his or her stead.Common SealThe association will have a common seal upon which its corporate name must appear in legible characters.The seal must not be used without the express authorisation of the Board, and every use of the seal will be recorded in the minute book of the Association. The affixing of the seal must be witnessed by a member of the Board and countersigned by the Executive Director or by a second member of the Board or by some other person appointed by the Board for the purpose.General MeetingsA general meeting of the Association means a meeting to which all members are duly summoned.An Annual General Meeting of the Association will be held each year before the thirtieth (30) day of November. All general meetings other than the Annual General Meeting will be called Special General Meetings. The provisions of the clauses relating to general meetings relate to the Annual General Meeting.The ordinary business of the Annual General Meeting will be to:confirm the minutes of the previous Annual General Meeting and of any Special General Meeting held since that meeting:receive and consider a report from the Board of the past year's activities, receive and consider the accounts and Auditor's report;receive nominations for election to the Board pursuant to Clause REF _Ref483313778 \w \h \* MERGEFORMAT 10.2(b) and hold elections as necessary;ratify the appointments to the Board made by the Board pursuant to Rule REF _Ref483313791 \w \h \* MERGEFORMAT 10.2(c)10.2: andappoint the auditor(s).

All other business transacted at the Annual General Meeting will be special business.

A Special General Meeting can be convened by:the President of the Association; orfour (4) members of the Board; orten (10) members of the Associationthe Governing Member;

providing a written request to the Secretary. The written request must:

0. be signed as appropriate by the requisitionists; andstate the objects of the meeting.

Upon receipt of the written request the Board must call a Special General Meeting within twenty-one (21) days.

If within twenty-one (21) days from the date of the requisition being received the Board does not call a Special General Meeting, then the President of the Association, or four (4) members of the Board, or at least ten (10) members of the Associationthe Governing Member may themselves convene that meeting, but the meeting so convened will be held within three (3) months from the date of the receipt of the requisition.

General meetings convened under this clause by the President of the Association, four (4) members of the Board, or ten (10) members of the Associationthe Governing Member must be convened in conformity with the manner in which general meetings are convened by the Board, and for this purpose the requisitionists will have access to the Register of Members.

Subject to the provisions of any by-laws relating to special business or agreements for shorter notice at least twenty-eight (28) days notice (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 a meeting; whether it is an Annual General Meeting or a Special General Meeting and in the case of special business, the general nature of that business will be given to those persons who are entitled to receive those notices from the Association.All business transacted at a Special General Meeting is deemed to be special business.No business other than that set out on the notice convening a Special General Meeting may be conducted at that meeting,A member intending to bring any business before a meeting will notify in writing, or by electronic transmission, the nature of the business to the Executive Director who will include that business in the notice calling the next general meeting.Chair of General MeetingsThe President will chair all general meetings of the Association. In the absence of the President or if he/she declines to act, the Vice-President will chair.If at the expiry of thirty (30) minutes after the time appointed for holding a general meeting the President and Vice-President are not present, or if they decline to act, another member of the Board will be elected Chair for that meeting.Notice of General MeetingsSubject to the provisions of clause 40, the Board must send to members a notice mentioning the day, place and hour of the proposed meeting and the business to be transacted at the meeting, not less than twenty-eight (28) days before a general meeting, but the non-receipt of that notice by any member, or the accidental omission to give notice to any member, will not invalidate the proceedings of the meeting.An official publication of the Association, in which is published notice of a general meeting, posted to a member of the Association is deemed to meet the requirements of this clause, provided that the publication in the normal course of events can be expected to reach the member at least twenty-eight (28) days before the date of the general meeting.Quorum at General MeetingsExcept as otherwise provided in this Constitution, a quorum at any general meeting will be ten (10) membersthe Governing Member.If after thirty (30) minutes from the time appointed for the meeting a quorum is not present then the meeting:If the meeting is convened in accordance with a requisition made under clause REF _Ref483313995 \w \h \* MERGEFORMAT 24.1 will be dissolved.lf the meeting is an Annual General Meeting, it may transact the ordinary business only and consideration of the special business will be deferred to an adjourned meeting.If the meeting is any other general meeting it will defer consideration of all business to an adjourned meeting.An adjournment because of the lack of a quorum will not be less than four (4) days nor exceed thirty (30) days, the time and place of the adjourned meeting will be appointed by the Chair of the general meeting. It will not be necessary to give members notice of the adjourned meeting and the members present (being not less than five (5)) will have power to decide all matters which could properly have been disposed of by a quorum at the original meeting.Adjournment of General MeetingsIf at any general meeting the whole of the business appointed to be done is not completed, the Chair may, with the consent of the meeting Governing Member adjourn the meeting from time to time and from place to place, but no business will be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.Provided the adjournment is no more than fourteen (14) days, it will not be necessary to give members notice of the adjourned meeting and the members present (being not less than five (5)) whether members of the Board or not,Governing Member will have power to decide all matters which could properly have been disposed of by a quorum at the original meeting.If the adjournment is more than fourteen (14) days, notice of the adjourned meeting must be given in accordance with clause 40.Voting at General MeetingsA motion or an amendment proposed and seconded at any general meeting (not being a motion involving any addition revocation alteration or amendment to this Constitution) will be put by the Chair and decided by the Governing Member a majority of the members present on a show of handsor its representative on a show of hands. The Legacy Members do not have any voting rights.Upon the Chair announcing the result of a vote by show of hands any member presentthe Governing Member may demand a count, and on a count being demanded tellers must be appointed by the Chair to make the count and the report of the tellers to the Chair that a motion has been carried or lost will be conclusive.On a vote by a show of hands each member the Governing Member present in person will be entitled to one vote only but if a count is called then votes by proxy will be counted. If a count is not called then proxies will not be counted.In the case of a vote by a show of hands or by a count, the Chair of the meeting may in the event of an equality of votes exercise a second casting vote.If at a meeting a poll is demanded or if any question related to the business of the meeting by not less than three (3) members entitled to vote, it must be taken at that meeting in the manner that the Chair may direct and the resolution of the poll will be deemed to be a resolution of the meeting on that question.

A poll that is demanded on a question of an adjournment or other procedural matter must be taken immediately and a poll on any other question must be taken at any time before the close of the meeting as the Chair may direct.

A declaration by the Chair that a motion has been carried or carried unanimously, or carried by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the book of proceedings of the Association will be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any motion.Subject to any requirements of the Act, a resolution may be passed without a general meeting being held by the Governing Member recording the resolution and signing the record.Proxy VotingEach member entitled to vote at a general meeting of the AssociationThe Governing Member may appoint another person, whether or not a mMember of the Association,also entitled to vote as a its proxy to vote on its behalf at any General Meeting.The instrument appointing a proxy must be in writing under the hand of the appointer and must be received at the office of the Executive Director not less than twenty-four (24) hours before the time of holding the meeting at which it is to be used. Before the meeting the Executive Director, or a person appointed by the Executive Director, must make a list of all proxies.The instrument appointing a proxy for a specified proposal to be dealt with at one or more meetings must be as nearly as circumstances will admit in a form determined by the Board.A person who is not a member entitled to vote must not act as proxy.MinutesProper minutes of all proceedings of general meetings of the Association and of meetings of the Board and any sub-committees will be entered within one (1) month after the relevant meeting in minute books kept for the purpose.The minutes kept pursuant to this clause must be confirmed by the members of the Association or the members of the Board or the members of the subcommittee (as relevant) at the next meeting.The minutes kept pursuant to this rule will be signed by the Chair of the meeting at which the proceedings took place or by the Chair of the next succeeding meeting at which the minutes are confirmed.Where minutes are entered and signed they will, until the contrary is proved, be evidence that the meeting was convened and duly held, that all proceedings held at the meeting will be deemed to have been duly held, and that all appointments made at a meeting will be deemed to be valid.Disputes and MediationThe Board will cause to be developed policy and procedures for the solving of disputes or grievances relating to the Association between any:members and/or employees;an employee or employees and the Association;members, clients and/or carers and the Association, including employees and Board members.The Association's disputes policy and procedures will be available in printed form and circulated to any employee or member of the Association requesting a copy.The Association's disputes policy and procedures will be based on the rules of natural justice.In the case of costs arising from any mediation process or settlement of a dispute or grievance, those costs will be apportioned equally between the parties unless agreed or otherwise directed at law.Complaints by carers and/or clients which are unable to be resolved using the internal dispute resolution services of the Association will be referred to the Health Complaints Commission or another appropriate external dispute resolution body.Anti-Discrimination and Equal OpportunityThis Constitution and any associated by-laws are to be interpreted so as to give effect to the principles and legislation relating to equal opportunity and antidiscrimination in the Commonwealth, States and Territories in which the Association may operate and the Board will develop procedures and practices for the Association to monitor and ensure those provisions.Any Office-holder, member of the Board or member of the Association against whom a charge of a breach of the Association's procedures and practices referred to in clause 31.1 can be proven, and if after notification of that breach the action continues, may be removed from membership of the Association.Any employee of the Association against whom a charge of a breach of the Association's procedures and practices referred to in clause 31.1 can be proven, and if after notification of that breach the action continues, may be dismissed.Association Funds and AccountingThe financial year of the Association will be from the first (1st) day of July in any calendar year until the thirtieth (30th) day of June in the following calendar year.The Treasurer on behalf of the Board will keep true accounts of moneys received and expended by the Association and of matters in respect of which all receipts and expenditure takes place and of all property, credits and liabilities of the Association.All moneys received by the Association will be deposited in the Account or Accounts of the Association with Financial Institutions approved by the Board.All payments, including cheques, transfers, credit card transactions, withdrawals, drafts, bills of exchange, promissory notes or other negotiable instruments must be approved by the Board, which may delegate its authority.The annual accounts together with the auditor's report on the accounts, the Board's statement and report will be provided to the members at the Annual General Meeting and/or on request.Periodic ReturnsAny periodic returns prescribed under Federal or State Government regulations must be lodged within the designated time frame together with any required attachments, accounts or reports.AuditOnce at least in each year a properly qualified auditor or auditors appointed by the Annual General Meeting must audit the accounts of the Association, including Advisory and Advocacy Committees and any sub-committees.At each Annual General Meeting the members Governing Member will appoint an auditor or auditors who will hold office until the next Annual General Meeting and will be eligible for reappointment.If an auditor is not appointed at the Annual General Meeting, the Board will appoint an auditor for the current financial year.Non-ProfitabilityThe income and property of the Association irrespective of its source must be applied solely towards the promotion of the objects of the Association as set out in this Constitution. No portion of it will be paid or transferred directly or indirectly by way of dividend bonus or otherwise howsoever by way of profit to the members of the Association.Provided that nothing in this clause will prevent the payment in good faith of reasonable and proper remuneration to any officer or servant of the Association, or to any member of the Association in return for any services actually rendered to the Association, nor prevent the payment of interest at a rate not exceeding interest at the rate for the time being charged by Bankers in the Commonwealth of Australia for overdrawn accounts on money lent, or reasonable and proper rent for premises demised or let by any member to the Association.No member of the Board will be appointed to any salaried office of the Association or any office of the Association paid by fees. No remuneration or other benefit in money or money's worth will be given by the Association to any member of the Board, except repayment of out-of-pocket expenses and interest at the rate in clause 35.2 on money lent, or reasonable and proper rent for premises demised or let to the Association. Provided that the provisions of this clause will not apply to any payment to any company or organization of which a member of the Board may be a member or an employee.Dissolution and Winding-UpA Special General Meeting called for the purpose may, by a vote of not less than three quarters of members of the Association entitled to vote who vote in person at the meeting or by proxy, resolve to dissolve Dementia & Alzheimer's Association (Tasmania) Inc.

A Special General Meeting will be convened in accordance with this Constitution of the Association and will be convened with the item 'Dissolution of Dementia & Alzheimer's Association (Tasmania) Inc.' as the only item on the agenda.

A quorum for a Special General Meeting to dissolve the Association will be seventy five percent (75%) of the members entitled to vote. Members appointing valid proxies will be counted as being present for the purposes of determining the quorum.If it is resolved to dissolve the Association the Board must appoint a receiver to wind up the affairs of the Association.If upon dissolution after satisfaction of all debts and liabilities there remains any property of the Association whatsoever, the same must not be paid to or distributed among the members of the Association, but must be given or transferred to some other organisation having similar objects to the Association and which must prohibit the distribution of its income and property among its members to an extent no less than that which applies to the Association subject to the provisions of the Act.LiabilityThe liability of members of the Association must be limited to the amount of the subscription determined by the Board.IndemnityEvery Board member, Auditor and other officer for the time being of the Association must be indemnified out of the assets of the Association against any liability arising out of the execution of the duties of their office which is incurred by them in defending any proceedings whether civil or criminal in which judgment is given in their favour or in which they are acquitted or in connection with any application under the Law in which relief is granted to them by the Court pursuant to the Law in respect of any negligence default breach of duty or breach of trust.Custody and Inspection of Books and RecordsThe Board will cause all accounts, books, securities and other records of the Association to be kept in a secure manner and subject to this Constitution and any requirement of the Act to make those accounts, books, securities and other records available to members for inspection.The Board will from time to time, subject to the Law and this Constitution, determine whether and to what extent and at what times and places, and under what conditions the accounts, documents, and books of the Association, or any of them will be open to the inspection of members (other than members of the Board). No person not being a member of the Board will have any right of inspecting any accounts, books and documents of the Association except as conferred by statute or authorised by the Board or by the Association Governing Member in general meeting. The accounts, documents and books of the Association, or any of them, will be open to the inspection of the Executive Director and those other officers, clerks and servants of the Association who may be authorised by the Board for the purpose of carrying out any duties in respect of their employment.Where the Board makes a determination under this clause:Those accounts, books, securities and other records will be available for inspection free of charge.A member may make a copy of those accounts, books, securities or other records.NoticeAny notice required by law or under this Constitution or under any By-laws to be given to any member will be considered as meeting the provision of this Constitution if it is given by:sending it by post to their registered address or to the address supplied by them for the giving of notices. Where a notice is sent by post service of the notice will 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; ordelivering the notice to the member personally; orfacsimile transmission, if the member has requested that the notice be given to him or her in this manner; orelectronic transmission, if the member has requested that the notice be given to him or her in this manner;for general and special meetings, inclusion in an official publication pursuant to clause 24.2.Notice of every general meeting will be given in any manner as authorised in this clause to:every member except those members for whom the Association has no registered address or other address or an address for the giving of notices; andthe Auditor or Auditors for the time being of the Association.No other person will be entitled to receive notices of general meetings.By-LawsThe Board will have the power to make add to repeal or amend by-laws not inconsistent with the Law or this Constitution for the time being in force embodying additional provisions for the management and efficient operation of the Association.Alteration of this ConstitutionThis Constitution may be added to repealed or amended by special resolution of Members entitled to vote an Annual or a Special General Meeting called for the purpose provided that:the special resolution will only be deemed to have been passed if, of the entitled members of the Association who vote in person or by proxy at the meeting, not less than three quarters vote in favour of the resolution; andat least twenty-eight (28) days notice convening the meeting has been given in accordance with this Constitution to all members entitled to vote. The notice of meeting will contain or be accompanied by a copy of the proposed alterations or additions to this Constitution and specify the intention to propose the resolution as a special resolution; andany additional requirements for the alteration of this Constitution set out in the by-laws are met.Notwithstanding clauses 42.1(a) to (c), a special resolution may be effected without a meeting by the Governing Member passing a written resolution in accordance with these Rules.

APPENDIX

ADVISORY AND ADVOCACY COMMITTEES

TERMS OF REFERENCE

FUNCTION

Each Advisory and Advocacy Committee (AAC) comprising a minimum of 4 members to provide Dementia & Alzheimer's Association (Tasmania) (the Association) with a broad ranging perspective on dementia related issues.

ACCOUNTABILITY

Each AAC will be a sub-committee of the Board of the Dementia & Alzheimer's Association (Tas) Inc and will report regularly to the Board.

MEMBERSHIP

Membership of the Committee will be by invitation of the local regional members of the Associationdetermined by the Board and will comprise members chosen to provide the broadest possible representation of interest of people with dementia and all their carers including:

members of Early Stage/Memory Loss Groups- people living with early stage memory loss

a range of carers - current or those who have relinquished care

carers from rural and metropolitan areas

carers from culturally diverse groups

younger and older carers

health professional representatives

Members will be appointed for a two-year term and may resign at any time

EXPECTATIONS

The expectations of members of AAC include:

advocating on behalf of carers and those they care for

raising advocacy issues particular to their regional area

responding to and raising issues of concern

attendance at meetings at a minimum held bi-monthly

presentation of minutes of meetings to the Board

provide advice to the Board on issues as requested by the Board

Provide an annual report for inclusion in the Association's Annual Report

Make submissions to the Board on issues for consideration for inclusion in the strategic planning process, and provide feedback on the implementation of the strategic plan within the region

Meeting will be held of all AACs on a statewide basis for AACs to provide feedback to the Board, share information and raise issues for lobbying or services required

Members will be provided with orientation to the Association's philosophy and policies and will act within guidelines set by the Board.

FINANCIAL

The Association will establish sub-accounts in its books of account for each AAC.

Each AAC may spend its own funds as it sees fit, provided such expenditure is in accordance with the objects and purposes of the Association.

All payments must be authorized by the ACC.

An AAC may open its own bank accounts or request the Association to establish sub-accounts or separate accounts in its books.

AAC accounts will be subject to audit by the Association's auditor and ma) be subject to internal audit.

Each AAC may maintain its own financial records, or request the Association to maintain them, in which case the Association undertakes to provide a financial reports for each AAC meeting.

SUPPORT

The Association staff will provide information & support as required

DEFENITIONS DEMENTIA

Disorder of brain function in a person who is fully alert and awake but whose memory and judgement are impaired. It may also affect personality and intellect.

CULTURAL DIVERSITY

The ability to respect and deliver appropriate service to people from alI backgrounds regardless of race, religious beliefs and cultural background.