THE UNITING CHURCH IN AUSTRALIA SYNOD OF NEW SOUTH WALES AND THE ACT 1. PREAMBLE THE UNITING CHURCH IN AUSTRALIA THE KOGARAH STOREHOUSE CONSTITUTION [Approved by the Synod Standing Committee on ] 1.1 The Uniting Church in Australia The Kogarah Storehouse is an institution established by or on behalf of The Uniting Church in Australia. All institutions of the Church, in carrying out their tasks and responsibilities, must embrace the values and ethos of the Church. As referred to in its Basis of Union, the Church acknowledges that Christ alone is supreme in the Church and that responsibility for government within the Church belongs to the people of God by virtue of the gifts and tasks God has laid upon them. 1.2 Attention is directed to the regulations and by-laws of the Church and in particular Regulation 3.7.4.7. 2. NAME 2.1 The name of the Organisation is The Uniting Church in Australia The Kogarah Storehouse. Explanatory note: The Organisation is commonly referred to as The Kogarah Storehouse. 3. DEFINITIONS AND INTERPRETATION 3.1 In this constitution: Act means the Uniting Church in Australia Act 1977; (f) (g) (h) Church means The Uniting Church in Australia; Church Council means the Church Council of the Brighton/Kogarah Congregations of the Church; Church Regulations means any regulations made under the Act, and the Constitution, regulations, by-laws and rules of the Church in force for the time being; Management Committee means the body responsible for managing the Organisation; Organisation means the organisation established by this constitution by whatever name it is known from time to time; Presbytery means the presbytery of the Church known as Georges River Presbytery; and Synod means the Synod of New South Wales and the ACT of the Church (and includes any body designated by the Synod to oversee organisations such as the Organisation). 3.2 In this constitution, unless the context requires otherwise: the singular includes the plural and vice versa; 90
- 2 - a gender includes each other gender; and reference to any legislation includes any modification or re-enactment of or substitution for it and any regulations and statutory instruments issued under any of them. 3.3 Any Explanatory note which has that heading and is enclosed in a box does not form part of this constitution. 4. OBJECTS 4.1 The Organisation has the following main object or objects: to provide shelter, sustenance and material assistance for people in crisis; to develop and provide preventative early intervention programmes; and to develop and provide counselling services and living skills programmes to people on the basis of those person s needs. Services and programmes arising from those objects will be provided to people in need of relief from misfortune, poverty, helplessness, hopelessness or other hardship irrespective of race, religion, gender, philosophy, cultural background or other diversity. 5. MANAGEMENT STRUCTURE 5.1 Authority The Organisation is subject to: the authority of the Church Council as provided in this constitution; and without limiting the Church Regulations, oversight by the Presbytery and the Synod. 5.2 Management Committee The Management Committee is responsible for managing the Organisation. 6. MANAGEMENT COMMITTEE 6.1 Responsibilities The Management Committee s responsibilities include: ensuring that the Organisation complies with the requirements of: any relevant governmental body; the Church Regulations; and the policies and directions of the Church Council, the Presbytery and the Synod; engaging, supervising, suspending and dismissing staff; supervising the activities of the Organisation; properly and efficiently managing the Organisation s financial affairs; taking care of the property used in the Organisation s activities; 91
- 3 - (f) (g) (h) (i) raising funds, if the Management Committee so wishes, to further the Organisation s objects by any method which complies with the policies of the Church; furnishing reports at least six monthly to the Church Council; furnishing the annual report, statement of accounts and budget to the Church Council and the Synod; and making rules to ensure the efficient development, operation and financial stability of the Organisation with power to alter, rescind or replace any of those rules. 6.2 Committees and auxiliaries The Management Committee may: appoint sub-committees (whose membership will include at least one member of the Management Committee) and regulate their operation; delegate any of its powers (except this power of delegation) to its sub-committees; and form auxiliaries to help the Organisation raise funds, provide services, or achieve any related purpose. 6.3 Appointment of members of the Management Committee The Church Council appoints the members of the Management Committee. The Management Committee must have no fewer than 5 and no more than 8 members. A majority of the Management Committee members must be members or members-inassociation of the Church. Before appointments are made under clause 6.3, the Management Committee may submit nominations for consideration by the Church Council. An employee of the Organisation cannot be a member of the Management Committee. 6.4 Term of office Subject to the following provisions, each appointment to the Management Committee is for a term of 3 years. One-third of the members of the Management Committee (or the nearest whole number above one-third) must retire annually. Any doubt or dispute over who should retire: may be decided by the Church Council; but if not decided by the Church Council, is to be decided by lot. Retiring members may be re-appointed. 6.5 Vacancies A person s membership of the Management Committee ceases if: the person is absent from 3 consecutive meetings without leave, or the person resigns or retires from the Management Committee; or the Church Council or the Synod declares the position of the person vacant. 92
- 4 - At any time, the Church Council or the Synod may declare vacant the position of any member of the Management Committee. Where practicable, prior to taking such action, the Church Council or Synod (as the case may be) must consult with the member involved, the Chairperson of the Management Committee and the Chairperson of the Church Council. The Church Council may fill any vacancy occurring between annual appointments of members. The person appointed holds office for the remainder of the term of the member replaced. The Management Committee may temporarily fill a vacancy until the Church Council fills that vacancy. 6.6 Appointment of officers From among its members, the Management Committee: must appoint annually: a Chairperson; a Secretary, and a Treasurer; may also appoint other officers it considers appropriate for the proper and efficient management of the Organisation; and may fill a vacancy in an office. A person so appointed holds office until the next annual appointment of officers. 6.7 Meetings of the Management Committee The Management Committee must meet: at least 4 times in each period of 12 months at such times and places as the Management Committee determines. Other meetings of the Management Committee may be convened by the Chairperson or the Secretary. A meeting must be convened as soon as practicable after a written request for a meeting, signed by not less than one-third of the members of the Management Committee, is lodged with the Secretary or Chairperson. 6.8 Notice of meetings Notice of meetings of the Management Committee must be given as follows: for the annual general meeting: 14 days notice to each member of the Management Committee; and for all other meetings: 7 days notice to each member of the Management Committee (unless all members agree to waive this requirement). A meeting and its resolutions remain valid even though notice of the meeting is not received or is accidentally not given. 93
- 5-6.9 Meeting procedures A quorum for meetings of the Management Committee is one half of the members. No business may be transacted unless a quorum is present and: if within 30 minutes after the time appointed for the meeting a quorum is not present, the meeting is to stand adjourned to the same place and time in the following week; and if at the adjourned meeting a quorum is not present 30 minutes after the time appointed for the meeting, it is cancelled; and the Chairperson (or if there is no Chairperson, the Secretary) will notify the Church Council of the failure to obtain a quorum within 24 hours after the adjourned meeting is cancelled. The Chairperson (or if there is no Chairperson, the Secretary) presides at Management Committee meetings. However, if that person: has given prior notice of absence; or is not present within 15 minutes after the time appointed for the meeting, then the members present (if they constitute a quorum) may elect one of their number to chair the meeting. Meetings of the Management Committee are to be conducted in accordance with A Manual for Meetings in the Uniting Church unless the Management Committee has adopted other standing orders or meeting procedures. Explanatory note: Subclause is based on Regulation 3.8.4. 6.10 Annual general meeting An annual general meeting of the Management Committee must be held no later than 3 months after the end of the Organisation s financial year. At the annual general meeting, the following must be presented: a report by the Chairperson (or if there is no Chairperson, the Secretary) on the Organisation s activities during the preceding financial year; and by the Treasurer, an audited statement of accounts for the preceding financial year, together with a budget and a schedule of proposed fees and charges for the current financial year. 7. PROPERTY, AUDITOR, FUNDS AND ACCOUNTS 7.1 Property All assets and property of the Organisation must be: held and managed in accordance with the requirements of the Act and the Church Regulations; and applied solely in the furtherance of the Organisation s objects and no portion is to be paid or distributed directly or indirectly to any members of the Organisation except as 94
7.2 Auditor - 6 - remuneration in good faith for services rendered, or expenses incurred, on behalf of and with the approval of the Organisation. At its Annual General Meeting, the Management Committee must appoint an auditor or auditors. Subject to subclause, the auditor must be a qualified accountant or, if more than one, include at least one qualified accountant. For the purpose of this constitution a qualified accountant means: a person who is a member of the Institute of Chartered Accountants in Australia or CPA Australia; or any other person who has qualifications and experience requisite for registration as a company auditor under the Corporations Act 2001 and who, in the opinion of the Church Council, is a fit and proper person to undertake the responsibility. Where the gross income of the Organisation in a financial year is below a figure that equates to 2.5 times the notional stipend for Ministers (as referred to in the Church Regulations), the Organisation s books of account may be audited and certified by two persons who are not qualified under subclause, but who are, in the opinion of the Church Council, fit and proper persons to undertake the responsibility. Explanatory note: Subclause is based on Regulation 3.8.7. The auditor cannot be a member of the Management Committee. 7.3 Financial year The Organisation s financial year ends on 30 June in each year. 7.4 Funds and accounts (f) (g) Proper books of account must be kept and audited annually (or more frequently if the Church Council or the Synod so requires). An audited statement of accounts must be presented to the annual general meeting, and a copy given to Synod and the next meeting of the Church Council. All money received by or on account of the Organisation must be deposited in an account or accounts with a bank (or other financial institution) approved by the Synod. The name of each account must include Uniting Church followed by the name of the Organisation. The Management Committee may invest the whole or any part of its funds in such forms of investment as the Church Council approves. The name of each investment must include Uniting Church followed by the name of the Organisation. All payments (other than petty cash items) made on account of the Organisation must be made by cheque, credit card or authorised bank transfer. Any credit card account used on behalf of the Organisation must be operated in accordance with guidelines or directions issued by the Synod or, if none, as issued by the Management Committee. Any other account of the Organisation must be operated by at least two signatories chosen from: 95
- 7 - the Chairperson; the Secretary; the Treasurer; and other persons authorised from time to time by the Management Committee. 7.5 Remuneration of Management Committee members No part of the assets or income of the Organisation is to be paid or distributed directly or indirectly to Management Committee members except as remuneration in good faith for services rendered, or expenses incurred, on behalf of and with the approval of the Organisation. 8. AMENDMENT OF CONSTITUTION 8.1 This constitution may be amended by: the Synod pursuant to the Church Regulations; or resolution of the Management Committee. 8.2 Amendment by resolution of the Management Committee is valid only if: at least 14 days prior written notice of the proposed amendment is given to each Management Committee member; and the amendment is approved by the Church Council and the Synod. 9. DISSOLUTION 9.1 If the Organisation is dissolved or if the endorsement of the Organisation as a deductible gift recipient is revoked, the following assets remaining after provision is made for the Organisation s liabilities to be met must be transferred to a fund, authority or institution to which income tax deductible gifts can be made: gifts of money or property for the main object or objects of the Organisation; contributions made in relation to an eligible fundraising event held for the main object or objects of the Organisation; and money received by the Organisation because of such gifts and contributions. 9.2 If the Organisation is dissolved, after payment of all liabilities, any surplus assets (other than the assets referred to in clause 9.1) must be paid or transferred to another fund, authority or institution of the Church. Preferably that fund, authority or institution will have aims and objects similar to those of the Organisation. 9.3 Provision for or payment of the Organisation s liabilities under clause 9.1 or clause 9.2 is to be made firstly from assets other than the assets referred to in clause 9.1 and only then from the assets referred to in clause 9.1. 9.4 The fund, authority or institution to which surplus assets are to be distributed under clause 9.1 or clause 9.2 may be selected by the Church Council, but is subject to the approval of the Synod. 96