TPI Constitution

1. Name

1. The name of the Company (hereinafter called the Federation) is “THE AUSTRALIAN FEDERATION OF TOTALLY AND PERMANENTLY INCAPACITATED EX SERVICE MEN AND WOMEN LIMITED”. The short title shall be “TPI FEDERATION AUSTRALIA”.

2. Federation a Not-for-Profit Public Company

Federation a Not For Profit Public Company The Federation is a not for profit public company limited by guarantee which is established to be, and continue as, a charity.

3. Federation TO Obey Corporations Act 2001 and ACNC Act2012

Federation TO Obey Corporations Act 2001 and ACNC Act2012 The Federation shall operate within the provisions of the Corporations Act 2001 and the ACNC Act 2012 as amended from time to time. Where there is a conflict between the Federation Constitution and the aforementioned Acts the provisions of those Acts will apply.

4. Objectives

The objectives for which the Federation is established are:

a. To represent the interests of the Members at the national level and act as the only conduit to the Federal Government for the consolidated needs of the Members;

b. Safeguarding the interests of and securing just and equitable treatment for TPIs and their dependants;

c. To raise funds from Members by Membership fees as determined from time to time by the Board or by other means, and to apply such funds for safeguarding the interests of and securing just and equitable treatment for TPIs and their dependants;

d. To co-operate to such an extent, as the Board shall deem fit, with similar associations in other parts of the Commonwealth and the world;

e. To apply for and obtain any special Act of Parliament or other benefit calculated to promote or advance the interests of the Members of the Federation;

f. To take such lawful steps by personal or written appeals, public meetings, radio broadcasts, television programs or otherwise as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Federation in the shape of donations, annual Membership fees or otherwise as the Board may deem desirable for the promotion of its objects;

g. The Federation shall be non-political and non-sectarian and shall confine itself to the care, maintenance, welfare and special interests of TPI’s; and

h. Such other objectives as the Board considers appropriate from time to time.

5. Powers of the Federation

The Federation shall have all the powers of a natural person.

6. Limited Liability of Members

The liability of Members of the Federation is limited.

7. Guarantee by Members

Every Member of the Federation undertakes to contribute to the assets of the Federation in the event that it is wound up while it is a Member or within one (1) year afterwards for payment of debts and liabilities of the Federation contracted before it ceases to be a Member and the costs and charges and expenses of winding up and for the adjustments of the rights of the contributories among themselves such an amount as may be required not exceeding the amount of five dollars ($5).

8. Income and Property of the Federation

a. The income and property of the Federation shall be applied solely towards the promotion of the objectives of the Federation and no portion thereof shall be paid or transferred by way of dividend, bonus or otherwise whatsoever by way of profit to the Members of the Federation.

b. Subject to the Corporations Act, nothing in this document shall prevent the payment in good faith of reasonable and proper remuneration to any person or servant of the Federation in return for any services actually rendered to the Federation or prevent the payment of interest the Board may think proper or reasonable on money lent or reasonable and proper rent for premises demised or let by the Federation.

9. Winding Up of the Federation

a. The Federation shall be dissolved in the event of the membership falling to less than five (5) Members, or upon the vote of seventy five percent (75%) of Members entitled to attend and vote at a Special General Meeting convened to consider such motion.

b. b. If the organisation is wound up or its endorsement as a deductible gift recipient is revoked (whichever occurs first), any surplus of the following assets shall be transferred to another organisation with similar objects, to which income tax deductible gifts can be made: • Gifts of money or property for the principal purpose of the organization. • Contributions made in relation to an eligible fundraising event held for the principal purpose of the organization. • Money received by the organization because of such gifts and contributions. (This clause 9b inserted 17-03-2021)

c. Upon a resolution being passed in accordance with Clause 9a. above, all assets and funds of the Federation on hand, shall, after the payment of all expenses and liabilities, be handed over to such charity or charities which is approved under the ACNC Act. (This clause amended from b to c. 17-03-2021)

10. LOCATION OF FEDERATION OFFICE

The Federation shall have its registered office in the Australian Capital Territory, at such place as is from time to time determined by the Board. The Federation is registered in the Australian Capital Territory for convenience and does not constitute the Member for the Australian Capital Territory.

11. Definitions

In this Constitution unless the subject or context requires otherwise:

a. “Abstention” means any Member entitled to vote at any meeting of the Federation and refusing to take part in the vote. Such abstention shall in effect deem the Member not present and shall affect the seventy five percent (75%) majority requirement in accordance with Joske’s Law and Procedure at Meetings in Australia.

b. “ACNC Act” means the Australian Charities and Not-for-profits Commission Act 2012.

c. “Board” means the Board of the Federation comprised of the Federation Members, and the Federation President.

d. “Company” means the Federation.

e. “Congress” means the General Meeting of the Federation held in the latter half of each calendar year following the Annual General Meeting for the purpose of hearing notices of motion, matters for submission to Federal government and general business.

f. “Corporations Act” means the Corporations Act 2001 (as amended).

g. “Executive Committee” shall consist of the Federation President, Vice President, and Secretary.

h. “Federation” means The Australian Federation of Totally and Permanently Incapacitated Ex Service Men and Women Limited ACN 008 591 704 ABN 61 008 591 704.

i. “Federation Director” means a TPI appointed by the Member to represent that Member on the Board with the authority to vote for and on behalf of the Member. The Federation President shall also be a Federation Director.

j. “Federation President” means the President of the Federation.

k. “Federation Secretary” means the Secretary of the Federation and incorporates the dual roles of Secretary of the Federation and Treasurer of the Federation.

l. “Member” means a State or Territory association already a Member or duly accepted into the Federation.

m. “Membership Fees” means the annual membership fee as determined from time to time by the Board payable by the Members based on their membership numbers as at 31st December in the prior year.

n. “Meritorious Service Award Holder” means a person granted a Meritorious Service Award pursuant to the provisions of clause 13 or who, prior to the adoption of this Constitution, has been treated as a Life Member.

o. “Public Officer” shall be the Federation Secretary.

p. “Quorum” means half of the Members required to attend a Meeting plus one. Where there is a fraction it shall be rounded up to the next whole number plus one.

Provided that if at any meeting of Directors or Members of the Federation does not have a quorum present within thirty (30) minutes after the time for the meeting set out in the notice of meeting then such meeting shall be adjourned to the date, time and place specified by the Chairman of the meeting and if no quorum is present at the resumed meeting, the meeting is dissolved.

q. “Returning Officer” means the person appointed as such by the Board.

r. “TPI” means a person who is eligible for and granted or in receipt of the special rate of pension referred to in Section 24 of the Veteran’s Entitlements Act 1986 (as amended), or the equivalent pension referred to in Section 199 of the Military Rehabilitation and Compensation Act 2004 (as amended) or any subsequent Act.

12. Interpretation

The singular includes the plural and vice versa, words importing one gender include the other genders, and words importing persons include corporations and vice versa.

13. Membership

a. There shall be a maximum of eight (8) Members of the Federation, one from each State and Territory of the Commonwealth of Australia, but the Board may from time to time admit new Members in accordance with the provisions of this Constitution.

b. The Members of the Federation as at the date of adoption of this Constitution are:

New South Wales – Totally and Permanently Incapacitated Veterans’ Association of New South Wales Limited (“NSW”);

Victoria – The Association of Totally and Permanently Incapacitated Ex Servicemen and Women of Victoria Incorporated (“VIC”);

Queensland – The Australian Federation of Totally and Permanently Incapacitated Ex Servicemen and Women (Queensland Branch) Incorporated (“QLD”):

South Australia – The Association of Totally and Permanently Incapacitated Ex-Service Men and Women (South Australia Branch) Incorporated (“SA”);

Western Australia – The Australian Federation of Totally and Permanently Incapacitated Ex-Servicemen and Women West Australian Branch (Inc.) (“WA”);

Tasmania – The Australian Federation of Totally and Permanently Incapacitated Ex Servicemen and Women (Tasmania Branch) Incorporated (“TAS”);

Australian Capital Territory – Australian Capital Territory Totally and Permanently Incapacitated Ex-Servicemen’s and Women’s Association Incorporated (“ACT”).

c. A Member may at any time by giving notice in writing to the Federation Secretary resign its membership of the Federation but shall continue liable for any sum for which it has become liable as a Member of the Federation.

d. If any Member shall wilfully refuse or neglect to comply with the provisions of the Constitution of the Federation, or shall be guilty of any conduct which in the opinion of the Board is unbecoming of a Member or prejudicial to the interests of the Federation, the Board may after affording such Member the opportunity of offering the Board an explanation of its conduct, either verbally or in writing, as the Member may decide, The Board after considering the Members explanation may take no action, or call a Special General Meeting to consider the matter. The Board has the power to suspend the Member from the Federation for not more than twelve (12) months. Such Special General Meeting shall be held within a period of one (1) month from the date Members receive notice of the Special General Meeting. At such Special General Meeting the Member whose suspension is under consideration shall be allowed to offer an explanation of its conduct, either verbally or in writing, at the option of such Member. The voting at such Special General Meeting shall be by ballot. The Board shall have the power to suspend such Member from participation in the affairs of the Federation until such Special General Meeting is held. A Member whilst under suspension shall be prohibited from participating in the affairs of the Federation.

e. If any Member after having been suspended under the provisions of clause 13d. above shall continue to or again wilfully refuse or neglect to comply with the provisions of the Constitution of the Federation, or shall be guilty of any conduct which in the opinion of the Board is unbecoming of a Member or prejudicial to the interests of the Federation, the Board may, after affording such Member in writing the opportunity of offering the Board an explanation of its conduct, either verbally or in writing, as the Member may decide. The Board after considering the Members explanation may take no further action, or call a Special General Meeting to consider the matter. The Board has the power to expel the Member from the Federation and erase its name from the Register of Members. Such Special General Meeting shall be held within a period of one (1) month from the date Members receive notice of the Special General Meeting. At such Special General Meeting the Member whose expulsion is under consideration shall be allowed to offer an explanation of its conduct, either verbally or in writing, at the option of such Member. The voting at such Special General Meeting shall be by ballot. The Board shall have the power to exclude such Member from participation in the affairs of the Federation until such Special General Meeting is held.

f. In the event of the expulsion or resignation of a Member a casual vacancy shall exist for a new Member from the State or Territory of the former Member. Every application for membership of the Federation to fill the vacancy shall be proposed by one and seconded by another Member of the Federation. The application for Membership shall be made in writing, executed by the applicant and by its proposer and seconder and shall be in such form as the Board from time to time prescribes.

g. At the next meeting of the Board after the receipt of any application for membership, such application shall be considered by the Board. When the Board has made a determination on the application the Secretary shall within 14 days of the determination advise the applicant of the Boards decision. Each Member of the Federation shall provide to the Federation Secretary in writing by no later than the 31st of January of each year the number of financial members of the Member as at 31st December of the previous year. All Membership Fees shall be paid in full by no later than the 28th of February of each year. Membership fees shall be assessed at a rate as determined from time to time by the Board.

h. Members agree to pay the Membership Fees applicable to it and to be bound by the Constitution, Rules, Regulations, Schedules, By-laws and Standing Orders of the Federation,

i. Each Member shall advise the Federation in writing of the full and correct name, address, telephone and facsimile numbers and if available an email address of the Member together with the full and correct name, address, telephone and facsimile numbers, and if available the email address and date and place of birth of the person/s nominated by such Member to represent it as a Director of the Federation. As per Schedule 1 of the TPI Federation By-Laws, Standing Orders, and Schedules, or electronically.

14. Meritorious Service Award Holder

a. Subject to the provisions of sub-clauses b, c, d and e of this clause the Board may, on the submission of a Member, grant a Meritorious Service Award to an individual.

b. An individual being considered for a Meritorious Service Award must have rendered exemplary service to the Federation for a considerable period of time.

c. A submission for grant of a Meritorious Service Award must be in writing and give clear examples of exemplary service to the Federation.

d. A Meritorious Service Award may only be granted if approved by at least a two third majority of the Federation Directors appointed to the Board.

e. A Meritorious Service Award Holder is entitled to receive notices of general meetings of the Federation and may attend such meetings but not meetings of Directors nor does he have a vote unless he is a Director and attending as such.

f. A Meritorious Service Award is to be recognized with a certificate and plaque which will be presented to the individual by the Federation.

15. Board of Directors

a. The business and affairs of the Federation and the custody and control of its funds shall be managed by the Board who may exercise all such powers of the Federation, as are, by virtue of the Corporations Act or this Constitution, required to be exercised by the Federation.

b. The Board shall consist of Members represented by Directors as follows:

(1) Federation President

(2) Two Directors from NSW

(3) Two Directors from VIC

(4) Two Directors from QLD

(5) Two Directors from SA

(6) Two Directors from WA

(7) Two Directors from TAS

(8) One Director from ACT

c. Each Member shall supply to the Federation on Schedule 1 of the By-Laws, Standing Orders, and Schedules the name, address, telephone and facsimile numbers, Email addresses together with date and place of birth of the persons appointed as Federation Director(s) representing the Member together with their written consent/s to act and any other personal details required under the Corporations Act. Each such person shall be a Federation Director appointed to the Board until such time as the Member advises otherwise.

d. Without derogating from the general powers herein before conferred, the Board shall have power from time to time:

(1) to appoint sub-committees for any purpose whatsoever which from time to time it may think desirable and to delegate to any such sub-committee such powers, restrictions or conditions as it may think fit;

(2) to make, amend or repeal, such Rules, Regulations, Schedules Standing Orders or By-laws not inconsistent with the Constitution as in the opinion of the Board are necessary or desirable for the proper control management and administration of the Federation provided that such Rules, Regulations, Schedules, Standing Orders or By-laws shall not be deemed to be part of the Constitution and may be amended by a simple majority of the Directors;

(3) to, where the Board has reason to believe that a Director is guilty of:

(a) wilfully refusing or neglecting to comply with the provisions of the Constitution;

(b) conduct subversive to the objects of the Federation;

(c) conduct prejudicial to the objects of the Federation;

(d) has been convicted of an indictable offence, call a Special General Meeting and upon the vote of not less than seventy five percent (75%) of Members entitled to attend and vote at such a Special General Meeting demand the Member replace the Federation Director;

(e) to recommend the payment of honorariums payable to any person under clause 8b;

(f) to appoint an initial auditor of the Federation who shall hold office until its first Annual General Meeting and to appoint solicitors, accountants and other professional advisers exclusively or for a specific purpose and a Returning Officer as the Board so determines from time to time.

(4) At any meeting of the Board, decisions shall be made according to the outcome of the Members’ vote. The outcome of every motion shall be decided on a show of hands or in the event of a telephone conference, on a verbal vote, or by postal ballot. Each Member shall have one vote, see Clause 28.

h4 id="no-16">16. Federation President

a. Any TPI who is a financial member of a Member may nominate for the position of Federation President. Nomination forms shall be posted to Members by the Returning Officer not less than 60 days prior to the Annual General Meeting. Nominations shall be as per Schedule 3 or electronically or as the Board approves from time to time and shall be received by the Returning Officer not less than 40 days prior to the Annual General Meeting. Nominees may attach a personal profile to the Nomination form.

b. Voting for the position of Federation President shall be by postal ballot. The Returning Officer shall post ballot papers to Members not less than 30 days prior to the Annual General Meeting and to be valid completed ballot papers must be received by the Returning Officer not less than 15 days prior to the Annual General Meeting. Voting is to be conducted in accordance with the “Australian Electoral Commission Model Rules Guide for the conduct of Elections for Office”. The Voting System shall be “First Past the Post” as outlined in Clause 29.1 of the aforementioned Model Rules Guide.

c. The outcome of the postal ballot shall be determined by the Returning Officer and advised to Members 10 days prior to the Annual General Meeting.

d. Upon the outcome of the ballot being determined and the successful nominee notified, he shall not assume the duties of the office of Federation President until the outgoing Federation President has handed over to him after his Acclamation in accordance with Standing Order 1 Clause 9 at the Annual General Meeting.

e. The term of office of the Federation President shall be two years expiring at the Annual General Meeting in each year ending with an odd number.

f. The Federation President shall preside as Chairman of all meetings of the Federation and of the Board.

g. The Federation President shall be the official spokesman for the Federation on all matters.

17. Federation Secretary

a. Any TPI who is a financial member of a Member may nominate for the position of Federation Secretary. Nomination forms shall be posted to Members by the Returning Officer not less than 60 days prior to the Annual General Meeting. Nominations shall be as per Schedule 4 or electronically or in such form as the Board approves from time to time and shall be received by the Returning Officer not less than 40 days prior to the Annual General Meeting.

b. Voting for the position of Federation Secretary shall be by postal ballot. The Returning Officer shall post ballot papers to Members not less than 30 days prior to the Annual General Meeting and to be valid completed ballot papers must be received by the Returning Officer not less than 15 days prior to the Annual General Meeting. Voting is to be conducted in accordance with the “Australian Electoral Commission Model Rules Guide for the conduct of Elections for Office”. The Voting System shall be “First Past the Post” as outlined in Clause 29.1 of the aforementioned Model Rules Guide.

c. The outcome of the postal ballot shall be determined by the Returning Officer and advised to Members 10 days prior to the Annual General Meeting.

d. Upon the outcome of the ballot being determined and the successful nominee advised, he shall not assume the duties of the office of Federation Secretary until the outgoing Federation Secretary has handed over to him after his Acclamation in accordance with Standing Order 1 Clause 9 at the Annual General Meeting.

e. The term of office of the Federation Secretary shall be two years expiring at the Annual General Meeting in each year ending with an even number.

f. The Federation Secretary shall not have a vote at any meeting of the Members or of the Board.

g. The Federation Secretary shall be the Public Officer. The Federation Secretary shall establish and maintain a Register of Members and Directors. The Register of Members and Directors must contain:

(1) for each Member:

• Name,

• Address,

• Any alternative address nominated by the Member for the service of notices, and

• Date the Member was entered in the Register.

(2) for each Member or Director who stopped being a Member or Director in the last 7 years:

• Name,

• Address,

• Any alternative address nominated by the Member or Director for the service of notices, and

• Dates the membership and/or Directorship started and ended.

18. Federation Vice President

a. Only Federation Directors may be nominated for the position of Federation Vice-President. Nominations for the position of Federation Vice-President shall be called from the floor of the Annual General Meeting. Voting for the position of Federation Vice-President shall be conducted by a show of hands from the floor of the Annual General Meeting or by ballot if so demanded by at least two (2) Members.

b. The term of office of Federation Vice-President shall be for one (1) year providing he remains a Director.

19. Federation Assistant Secretary

a. Only Federation Directors may be nominated for the position of Federation Assistant Secretary. Nominations for the position of Federation Assistant Secretary shall be called from the floor of the Annual General Meeting. Voting for the position of Federation Assistant Secretary shall be conducted by a show of hands from the floor of the Annual General Meeting or by ballot if so demanded by at least two (2) Members.

b. The term of office of Federation Assistant Secretary shall be for one year providing he remains a Director.

20. Tied Votes on Elections

In the event that there shall be a tied vote for the election of any of the Federation President, the Federation Secretary, the Federation Vice President or the Federation Assistant Secretary, the successful candidate shall be determined by a draw from the hat to be conducted by a Returning Officer nominated by the Board.

21. Removal of a Director

A Federation Director may only be removed by the Member who appointed him. A Director may also be removed for non-attendance in accordance with Clause 28f.

22. Removal of the Federation President

a. The Federation President may only be removed by petition of the Members in accordance with Schedule 8 of the TPI Federation By-Laws, Standing Orders, and Schedules.

b. The petition as per Schedule 8 above must be signed by at least three Members/ The petition shall be submitted to the Federation Secretary who shall promptly forward copies to each Member and to the Federation President together with a Notice convening a Special General Meeting of Members to be held in Canberra or electronically not less than thirty (30) days after the date of the Notice to consider the petition.

c. The Federation President shall be entitled to submit a written reply to the petition and speak to it at the Special General Meeting convened to consider the petition as per Schedule 9. The reply must be received by the Federation Secretary not less than fourteen (14) days prior to the Special General Meeting.

d. Copies of the reply shall be promptly forwarded by the Federation Secretary to all Members for distribution to the Federation Director or Directors as the case may be.

e. The Special General Meeting shall be chaired by the Federation Vice President or in his absence a Director nominated by the Board.

f. The petition to remove the Federation President shall be determined in the affirmative if it is carried by the vote of not less than seventy five percent (75%) of the Members who attend and vote at the Special General Meeting convened to consider such petition.

g. In the event the petition is unsuccessful, no further action shall be taken by the Members.

h. In the event of the petition being successful, the Federation Vice-President shall immediately assume the office of Federation President on an interim basis until the current tenure is completed in accordance with the procedure provided for in Clause 26. If no nominations are received the Federation Vice President shall be confirmed as the Federation President and the Directors shall thereupon elect one of their number as the Federation Vice President.

23. Removal of the Federation Secretary

a. The Federation Secretary may only be removed by petition of the Members as per Schedule 10.

b. The petition must be signed by at least three Members. The petition shall be submitted to the Federation President or his Delegate who shall promptly forward copies to each Member and to the Federation Secretary together with a Notice convening a Special General Meeting of Members to be held in Canberra or electronically not less than thirty (30) days after the date of the Notice to consider the petition.

c. The Federation Secretary shall be entitled to submit a written reply to the petition as per Schedule 11 and speak to it at the Special General Meeting Convened to consider the petition. The reply must be received by the Federation President or his Delegate not less than fourteen (14) days prior to the Special General Meeting.

d. Copies of the reply shall be promptly forwarded by the Federation President or his Delegate for distribution to the Federation Directors.

e. The petition to remove the Federation Secretary shall be determined in the affirmative if it is carried by the vote of not less than seventy five percent (75%) of the Members who attend and vote at the Special General Meeting convened to consider such petition.

f. In the event the petition is unsuccessful, no further action shall be taken by Members.

g. In the event of the petition being successful, the Federation Assistant Secretary shall immediately assume the office of Federation Secretary on an interim basis until current tenure is complete in accordance with clause 26b.

24. Removal of the Federation Vice President

A Member may remove a Director appointed by that Member who is the Federation Vice-President.

25. Removal of the Federation Assistant Secretary

A Member may remove a Director appointed by that Member who is the Federation Assistant Secretary.

26. Casual Vacancies

a. A casual vacancy shall be deemed to occur should a Federation Director, Federation President or Federation Secretary succumb to any of the following events:

(i) death;

(ii) resignation;

(iii) loss of legal capacity;

(iv) bankruptcy; or

(iv) replacement of a Federation Director in accordance with clause 21.

b. In the event of a casual vacancy in the office of Federation President the Federation Vice-President shall assume the office of Federation President. In the event of a casual vacancy in the office of Federation Secretary the Federation Assistant Secretary shall assume the office of Federation Secretary.

c. In the event of a casual vacancy of the Vice President or Federation Assistant Secretary positions, there shall be an election for those positions which may be conducted electronically. The successful candidate shall assume the office on an interim basis until the current tenure is complete.

d. In the event of a casual vacancy of a Federation Director, the Member responsible for the appointment of the Federation Director shall appoint a replacement Federation Director and provide the Federation with the information required in accordance with clause 15c.

27. Duties of the Board

a. Federation Director

(i) The Federation Director shall manage the business and affairs of the Federation and the custody and control of its funds.

b. Federation President

(i) The Federation President shall be the official spokesman for the Federation on all matters.

(ii) The Federation President shall occupy the chair at all meetings of the Federation unless the Federation President instructs the Federation Vice President to act as Chairman of the meeting. In the absence of the Federation Vice President those present will elect a Chairman.

c. Federation Vice President

(i) The Federation Vice President shall understudy the Federation President and his duties and carry out other duties as required by the Federation President or the Board.

d. The Federation Secretary shall with the assistance of the Federation Assistant Secretary perform, or cause to be performed, such duties as may be required by the Board in the interest of the efficient conduct of the Federation, and in particular, shall:

(i) Record the minutes of each meeting of the Board;

(ii) Maintain records of all Federation correspondence;

(iii) Maintain records of all Members and Federation Directors and keep a Register of Members;

(iv) Ensure the removal and appointment changes to the Board are advised to the Australian Charities and Not-for-profits Commission immediately on occurrence;

(v) Ensure the removal and appointment changes to the Board are advised to the bankers of the Federation;

(vi) Ensure that all moneys received are receipted and deposit such moneys into the Federation bank account at the earliest practicable date;

(vii) Report to the Board on matters pertaining to his role and responsibilities;

(viii) Ensure prompt payment of all accounts payable by the Federation;

(ix) Keep true and correct accounts of all moneys received and expended by the Federation together with detailed records of the purposes for which the moneys were so received or expended; and provides quarterly statements of accounts to Directors.

(x) Keep true and correct accounts of the assets and liabilities of the Federation;

(xi) Present to the Members at the Annual General Meeting a written report of all moneys received and expended by the Federation since the preceding meeting;

(xii) Present to the Members at the Annual General Meeting an audited Balance Sheet, Profit & Loss Statement and Financial Statement of Income and Expenditure for the previous financial year together with any other statements or information required under the provisions of the Corporations Act;

(xiii) Ensure that the annual financial reports of the Federation are provided to all Members not less than 21 days prior to the Annual General Meeting or such other period as is required under the Corporations Act;

(xiv) The Federation shall have a Common Seal which shall be in the custody of the Federation Secretary and shall bear the words:- “The Australian Federation of Totally and Permanently Incapacitated ex Service Men and Women Limited”.

(xv) The Common Seal shall be affixed to any deed, instrument, or document only by the direction of the Board.

(xvi) The signatories to the Common Seal shall be the Federation President, Federation Vice–President and the Federation Secretary or a person temporarily occupying such positions.

(xvii) Any other task as directed from time to time by the Board.

e. Assistant Secretary

(i) Shall understudy the Federation Secretary and his duties and carry out other duties as required by the Federation Secretary or the Board.

f. Executive Committee

(i) Shall have the power to make decisions on day to day matters and expenditure within limits set from time to time by the Board.

(ii) Shall have the power to make decisions on urgent expenditure outside of the limits set from time to time by the Board, or to make decisions of an urgent nature in regard to matters affecting the Federation. In any case these decisions are to be sent to Members within fourteen days of the decision being made. All such decisions are to be ratified by the Board.

28. General Meetings

a. There shall be five classes of General Meetings of the Federation:

(i) Annual General Meeting;

(ii) Congress General Meeting;

(iii) March General Meeting;

(iv) Special General Meeting;

(v) Any Meeting of the Federation may be conducted electronically.

b. Annual General Meeting

(i) The Annual General Meeting of the Federation shall take place in September of each year (or such other time as determined by the Board and compliant with the Corporations Act) on a date to be nominated by the Board at the preceding Annual General Meeting.

(ii) The location for the Annual General Meeting shall be at a venue determined by the Board and unless otherwise determined by the Board shall be in Canberra in the Australian Capital Territory.

(iii) A limit of 1 day shall be the maximum for the Annual General Meeting, unless otherwise determined by the Board from time to time or the meeting is adjourned or lapses.

(iv) The Agenda of business to be conducted at the Annual General Meeting shall be as set out in Standing Order1 hereof as amended from time to time by the Board and otherwise in accordance with the requirements of the Corporations Act.

(v) A quorum of the Federation must be present at all times during the Annual General Meeting.

c. Congress General Meeting (“Congress”)

(i) Congress shall be the General Meeting held once a year and shall take place immediately following the Annual General Meeting.

(ii) A limit of 4 days shall be the maximum for the Congress General Meeting, unless otherwise determined by the Board from time to time or the Congress is adjourned or lapses.

(iii) The Agenda of business to be conducted at the Congress General Meeting shall be as set out in Standing Order 2 hereof as amended from time to time by the Board and otherwise in accordance with the requirements of the Corporations Act.

(iv) A quorum of the Federation must always be present during the Congress General Meeting.

d. General Meeting/s

(i) The Federation shall hold a minimum of two General Meetings per annum.

(ii) The location for the General Meetings shall unless otherwise determined by the Board be in Canberra in the Australian Capital Territory at a venue determined by the Board at the preceding Annual General Meeting.

(iii) The time for General Meetings shall be determined by the Board no later than 1st January of each year.

(iv) A limit of 4 days shall be the maximum for the March General Meeting, unless otherwise determined by the Board from time to time or the meeting is adjourned or lapses.

(v) The Agenda of business to be conducted at the March General Meeting shall be as set out in Standing Order 3 hereof as amended from time to time by the Board and otherwise in accordance with the requirements of the Corporations Act.

(vi) A quorum of the Federation must always be present during General Meetings.

e. Special General Meeting

(i) The Federation President may call a Special General Meeting at any time in the form contained in Schedule 12.

(ii) Otherwise, a Special General Meeting may be called as provided for under the Corporations Act or on the petition of Members as hereinafter provided. Not less than 21 days notice of such meeting must be given or such longer period as required by the Corporations Act.

(iii) The petition must be signed by at least four Directors representing three Members.

(iv) The petition shall be served on all Members by the petitioners.

(v) Special General Meetings may be conducted by telephone conference or other electronic medium if deemed expedient or in the alternative, at 2 or more venues using any technology that gives the Members as a whole a reasonable opportunity to participate. Voting at a meeting conducted by telephone conference or other electronic medium shall be by verbal vote.

f. A Director who fails to attend three consecutive meetings, and who fails to satisfy the Board that there was a reasonable reason for non-attendance, shall be deemed to have vacated his office as a Board member.

29. Conflict of Interest

a. A Director at any Meeting who considers that he has a conflict of interest with an item for discussion shall declare such conflict and leave the Meeting until the item for discussion has been finalised.

b. The Chairman may declare that there is no conflict of interest and the Director may take part in the discussion on the item.

c. Where a conflict of interest has been raised by or in relation to a Director it is to be recorded in the Minutes of the Meeting together with the decision of the Director or Chairman in relation to the Director’s presence at the Meeting during the discussion of the said item.

h4 id="no-28">30. Proxy

Where a Director is unavailable for a meeting the Member may appoint a proxy by completing the Director Proxy Form on Schedule 2 of the By-Laws attached to the Federation Constitution.

h4 id="no-28">31. Observers

Where any member of the Board wishes to have observers at any meeting, they shall complete the Observer Authority Form on Schedule 15 of the By-Laws attached to the Federation Constitution and submit it to the Federation President for approval.

32. Votes of Members

a. The Chairman of any meeting shall not have a deliberative vote, but in the event of a tied vote shall have a casting vote which must be exercised so as to preserve the status quo.

b. Each Member shall be entitled to one (1) vote at any meeting of Members Where a Member cannot be represented by a Director they may appoint a proxy providing that a Director Proxy Form as per Schedule 2 is presented to the Board.

c. Where a Member fails to pay their Membership Fees by 28th February of any year the Member shall be deemed to be un-financial. The Member and/or its Director/s shall not be entitled to attend any meeting of the Federation, debate or vote on any matter concerning the Federation or a matter before the Board, until such time as their Membership fees are paid in full.

d. Unfinancial Members shall not be entitled to any Meeting Minutes, correspondence or other information from the Federation unless approved by the Board.

33. Payment of Expenses

Upon the production of the appropriate receipts the Federation shall pay for or reimburse as approved by an appropriate motion by the Board: (This wording amended by a motion of the Board 17-03-2021)

(i) All economy class airfares, accommodation and out of pocket travelling expenses of the Directors and the Federation President and the Federation Secretary travelling on Federation business.

(ii) In relation to the Annual General Meeting, Congress, March General Meeting, or other meetings convened by the Board the Federation shall pay for the economy class air fare of the Director(s) representing each Member.

(iii) The Federation Secretary shall endeavour, in so far as possible, to ensure that economy class airfares are obtained at the cheapest possible price.

(iv) To any person who incurs an expense while operating under the direction of, or on behalf of the Board with the reimbursement of such expense to be made upon the production of the relevant receipt(s).

(v) Where any person operating under the direction of, or on behalf of the Board has been extended a cash advance to carry out a task such advance shall be acquitted following the completion of the task upon the production of the relevant receipts.

(vi) The Board shall have the power to approve “ex gratia” payments where such payments are of benefit to the Federation.

34. Notices of Meeting

A notice may be given by the Federation to any Member or Director by sending it by post or facsimile or email transmission to the address provided to the Federation. Where a notice is sent by post, service of the notice shall be deemed to be affected by properly addressing prepaying and posting the notice and shall be deemed to have been affected on the fifth business day following posting. Facsimile or email transmission prior to 5pm Canberra time shall be deemed to be affected on the third business day after dispatch.

35. Indemnity

Every Federation Director and every participant of any sub-committee duly constituted in accordance with this Constitution and the Federation Secretary and other officers of the Federation and any person (whether an officer of the Federation or not) employed by the Federation, shall be indemnified out of the funds of the Federation against any liability incurred by him as such director, member of a sub-committee, officer or volunteer worker in defending any proceedings whether civil or criminal in which judgment is given in his favour or in which he is acquitted or in connection with any application under the Corporations Act in which relief is granted to him by the court or which he has been authorized to defend by the Board.

36. Amendments to the Constitution

a. The Constitution is a legally binding document and amendments should not be ratified by the Board unless such amendments have been approved by the Federation’s Solicitor.

b. Any Member or Director may submit proposed amendments to the Constitution to the Secretary who shall cause such proposed amendments to be distributed to Members and Directors within 14 days of their receipt by him. In any case the proposed amendments must reach the Members and Directors no later than 21 days before a meeting at which they are to be considered.

c. Amendments to the Constitution may only be considered and voted on at an Annual General Meeting or a Special General Meeting called for that purpose. At such Meetings the proposed amendments may only be passed by the vote of not less than seventy five percent (75%) of Directors entitled to attend and vote. A vote in favour shall be subject to the written approval by the Federation’s Solicitor. On receipt of the written approval of the Federation’s Solicitor the amendment/s shall be in force.

d. By-Laws may only be considered and voted on at a General Meeting or a Special General Meeting called for that purpose. At such Meetings the proposed amendments may only be passed by the vote of not less than seventy five percent (75%) of Directors entitled to attend and vote.

37. By-Laws, Standing Orders, and Schedules

Members are bound by the Federation’s By-Laws, Standing Orders, and Schedules.

SCHEDULE FORMS

• SCHEDULE 1 Member Information Advice
• SCHEDULE 2 Director Proxy Form
• SCHEDULE 3 Federation President Nomination
• SCHEDULE 4 Federation Secretary Nomination
• SCHEDULE 5 Ballot Paper – Position of Federation President
• SCHEDULE 6 Ballot Paper – Position of Federation Secretary
• SCHEDULE 7 Election Results
• SCHEDULE 8 Petition for the Removal of Federation President
• SCHEDULE 9 Right of reply to Petition for the Removal of Federation President
• SCHEDULE 10 Petition for the Removal of Federation Secretary
• SCHEDULE 11 Right of reply to Petition for the Removal of Federation Secretary
• SCHEDULE 12 Notice by President of Special General Meeting
• SCHEDULE 12a Notice by Directors of Special General Meeting
• SCHEDULE 13 TPI Application Form
• SCHEDULE 14 Application for Payment of Costs Incurred
• SCHEDULE 15 Observer Authority