CONSTITUTION OF THE BOITE (VICTORIA) INCORPORATED
CONTENTS
1. NAME
2. AIMS
3. MEMBERSHIP
4. STRUCTURE OF THE BOITE
5. ANNUAL GENERAL MEETING
6. ELECTION OF COMMITTEE
7. THE COMMITTEE
8. WORKING GROUPS
9. ROLE OF OFFICE BEARERS
10. EXTRAORDINARY MEETINGS
11. MEETING PROCEDURE
12. NOTICE OF MEETINGS
13. QUORUM
14. AMENDMENTS TO CONST
15. EMPLOYMENT OF STAFF
16. FINANCIAL YEAR
17. INSPECTION OF RECORDS
18. DISSOLUTION
19. FUNDS
20. THE COMMON SEAL
1. NAME
The name of the association is The Boîte (Victoria) Incorporated.
2. AIMS
The Boîte aims to foster Australian cultural development by directly supporting artists from diverse cultural communities and to promote audience development through innovative presentation with the emphasis on access and participation.
An annual policy statement covering the implementation of these aims shall be developed by the Committee and presented at the Annual General Meeting for ratification by Boîte members.
3. MEMBERSHIP
A member shall be an adult person or legal body who agrees with the aims of The Boîte, and who pays a membership fee levied annually by the A.G.M. Membership will lapse after three (3) months' non-payment of membership. The membership fee will be fixed annually by the A.G.M.
A member who is deemed by the Committee to be acting contrary to the interests of the Boîte shall be advised by written notice from the Committee. Should the offending actions persist, the Committee may consider further action, including expulsion. Expulsion requires a vote at a Committee meeting of at least 75% of the Committee in favour.
A register of members shall be kept and maintained by the secretary and shall be available for inspection by any member.
4. STRUCTURE OF THE BOITE
The Boîte is a non profit, community based, incorporated association.
The Boîte shall comprise its members, an elected Committee with broad representation of community and artistic interests, Working Groups of members and others assigned to implement various Boîte projects, paid staff and also stock and capital assets.
5. THE ANNUAL GENERAL MEETING
The A.G.M. shall have the power to establish Boîte policy, elect the Committee and set the annual membership fees.
The A.G.M. shall be held within the first three (3) months of the financial year. The Chairperson shall table an annual report of the Committee. The Treasurer shall table the annual accounts and the audited statement of these accounts. At the A.G.M. each member has the right to one (1) vote. Proxy votes are permitted. The A.G.M. will elect the Committee.
6. ELECTION OF THE COMMITTEE
The A.G.M. will elect a Committee comprising a minimum of seven (7) and a maximum of twelve (12) members. Candidates for election to the Committee must be members of the Boîte. They may be self nominated. Each nomination shall be accepted by a majority vote of the meeting.
7. THE COMMITTEE
The functions of the Committee shall be:
• to determine Boîte policy
• to elect office bearers
• to establish and monitor working groups
• to employ paid staff
• to delegate the power to sign cheques and negotiable instruments on its behalf
• take responsibility for the undertakings and performance of the Boîte
The Committee at its first meeting after the A.G.M. shall elect from its members a Chairperson, a Secretary and a Treasurer.
The Committee may co-opt other members to it to act in an advisory non-voting capacity. Co-option shall be decided by simple majority vote of the Committee.
This Committee shall meet a minimum of ten times a year. The Committee may at its discretion grant leave of absence to individual committee members.
If a casual vacancy causes the Committee to fall below the minimum allowed number then a special General Meeting shall be called to elect new members.
8. WORKING GROUPS
Shall be formed by the Committee to implement particular projects in line with current Boîte policy. They will be responsible to the Committee. Each group shall include at least one Committee member. Working groups shall determine their own meeting schedules. Working groups may include non members.
9. ROLE OF OFFICE BEARERS
The Chairperson shall chair meetings or delegate this responsibility, and shall table the Boîte Annual Report at the Boîte Annual General Meeting.
The Secretary shall be responsible for minutes of the meetings, records of membership, and correspondence.
The Treasurer
• shall be responsible for maintaining accurate, comprehensive and up to date financial records and present these reports regularly at Committee meetings.
• shall be responsible for presenting an audited financial statement to the A.G.M.
Office bearers are to hold office until the next A.G.M. where they may stand for re-election. Casual vacancies will be filled from the Committee. All committee members must be advised of casual vacancies, and of steps taken to fill them, within 21 days of the vacancy occurring.
10. EXTRAORDINARY MEETINGS
SPECIAL GENERAL MEETING OF BOITE MEMBERS
A Special General Meeting shall be called by written notice from at least 10 Boîte members or a majority of the Committee. The Committee must convene the meeting within five (5) weeks of notice being received.
SPECIAL MEETING OF COMMITTEE
A special meeting of the Committee may be called by written notice from a majority of members of this Committee. This meeting must be convened within two (2) weeks of noticed being received.
11. NOTICE OF MEETINGS
Twenty-one day's written notice must be given for the A.G.M., other general meetings and extraordinary meetings.
12. QUORUM
The quorum of General Meetings shall be 10 financial members of the Boîte. The quorum at a Committee Meeting shall be five (5), including at least one executive member.
13. MEETING PROCEDURES
All meetings shall attempt to reach decisions by consensus. If necessary, decisions shall be made by a simple majority of all voting members present at the meeting. Members are entitled to, and may exercise the right of proxy voting at the A.G.M. and Special General Meetings. The Chairperson shall have a casting vote. Notices of motions must be given in writing, and will be accepted up to the commencement of the meeting.
14. AMENDMENTS TO THE CONSTITUTION & STATEMENT OF PURPOSES
Amendments to the constitution, statement of purposes, and rules can be made by a 75% vote in favour by those present and voting at an A.G.M. or at an Extraordinary meeting. 21 days written notice of the proposed changes is required.
15. EMPLOYMENT OF STAFF
Positions to be filled shall be advertised to all members. The Committee shall fill the position at its next meeting if it is of the view that an applicant is appropriately qualified and competent to carry out the duties required of the position. A full time employee of The Boîte is not eligible to be a member of the Committee.
16. FINANCIAL YEAR The financial year commences January 1st.
17. INSPECTION OF RECORDS
All records kept for the Boîte by the Secretary and Treasurer shall be available for inspection by members at the Boîte office.
18. DISSOLUTION
Dissolution of the Boîte shall require the consent of 75% of the voting members present at a Special General Meeting. Dissolution shall be compulsory in the event of the Boîte not functioning for two (2) years.
After settlement of debts, remaining assets shall be transferred to an organisation having similar objectives to the Boîte and having in its constitution a clause prohibiting the gift or transfer of assets to any of its members.
Any such organisation to which assets are transferred must be eligible for tax deductibility of donations under Sections 78(4) or (5) of the Income Tax Assessment Act 1936.
No dispersal of assets shall be made without the written approval of the Registrar of Incorporated Associations.
19. FUNDS
The funds of the Boîte shall be derived from the annual subscriptions, government grants, donations, sponsorship and other sources determined by the Committee. The assets and income of the Boîte shall be applied solely to the furtherance of its objectives and no portion shall be distributed directly or indirectly to its members except as bona fide compensation for services rendered or expenses incurred on behalf of the Boîte.
20. THE COMMON SEAL
The Common Seal shall be kept in the custody of the Secretary. The Common Seal shall not be affixed to any instrument except by the authority of the Committee and the affixing of the Common Seal shall be attested by the signatures of two (2) members of the Management Committee.