Constitution

CAPO – Constitution and Rules 2002 AUSTRALIAN CAPITAL TERRITORY ASSOCIATIONS INCORPORATION ACT 1991 CONSTITUTION AND RULES 2002 OF CAPITAL ARTS PATRONS ORGANISATION INCORPORATED

1. NAME

The name of the Organisation shall be Capital Arts Patrons Organisation Incorporated (called “CAPO”).

2. DEFINITION

In this Constitution and Rules unless the contrary intention appears: “Board members” “Board” means the Board constituted pursuant to clause 14 of these Rules. “the Executive” means the Executive Committee constituted pursuant to clause 15 of these Rules. “Nomination Committee” means the committee referred to in clause 17 of these Rules having the function as therein set out. “the Act” means the Associations Incorporation Act 1991. Words importing the singular number only shall include the plural and words importing the plural shall include the singular. -2- Words importing the masculine gender shall include the feminine and words importing the feminine shall include the masculine.

3. CONSTRUCTION

This Constitution and these Rules shall be construed with reference to the Act and to the Interpretation Act 1937. Terms used herein shall be taken as having the same meanings as they have when used in those Acts and regulations made thereunder (if any) unless the contrary intention appears.

4. OBJECTS

The objects for which CAPO is established are:

(a) to foster, promote and encourage the establishment and development of the visual, performing and musical arts in the Australian Capital Territory and such other arts and crafts as CAPO may from time to time resolve to support.

(b) subject to paragraph (a) of this clause to sponsor, raise funds for and otherwise support such professional bodies, groups or individuals engaged in the arts as CAPO in its absolute discretion may decide.

(c) Subject to paragraph (a) of this clause to support, financially or otherwise, the provision of professional assistance to and encourage professionalism in such other bodies, groups or individuals as CAPO in its absolute discretion may decide.

(d) To arrange and conduct such fund raising activity as may be considered appropriate to further the objects set out above.

(e) To promote and develop Canberra as a major cultural centre and to obtain support for the arts in the community at large and in particular to seek the support of Industry and Commerce, Government and Sectional Interests within the community.

POWERS CAPO shall have the following powers:

(f) To invest and deal with the money of CAPO not immediately required in such manner as may be permitted by law for the investment of trust funds.

(g) To purchase, take on lease or in exchange, hire and otherwise acquire any. lands, buildings, easements or property, real and personal, and any rights or privileges which may be requisite for the purposes of or capable of being conveniently used in connection with any of the objects of CAPO PROVIDED THAT in case CAPO shall take or hold any property which may be subject to any trusts CAPO shall only deal with the same in such manner as is allowed by law having regard to such trusts.

(h) To appoint, employ, remove or suspend such managers, clerks, secretaries, or other persons as may be necessary or convenient for the purposes of CAPO.

(i) In furtherance of the objects of CAPO to sell, improve, manage, develop, exchange, lease, dispose of, turn to account or otherwise deal with all or any part of the property and rights of CAPO.

(j) The repayment or performance of any debt, liability contract guarantee or other engagement incurred or to be entered into by CAPO in any way and in particular by the issue of debentures perpetual or otherwise charged upon all or any of CAPO’s property (both present and future), and to purchase, redeem or payoff any such securities.

(k) To take or hold mortgages, liens and charges to secure payment of the purchase price or any unpaid balance of the purchase price, of any of CAPO’s property of whatsoever kind sold by CAPO or any money due to CAPO from purchasers and others.

(l) To take any gift of property whether subject to any special trust or not, for anyone or more of the objects of CAPO -4 –

(m) To take such steps by application to Government, Government agency or instrumentality or any corporation or other body, 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 CAPO, in the shape of grants, loans, donations, annual subscriptions or otherwise.

(n) In furtherance of the objects of CAPO to amalgamate with any companies, institutions, societies or associations having objects altogether or in part similar to those of CAPO and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as that imposed upon CAPO.

(o) In furtherance of the objects of CAPO to purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagements of anyone or more of the companies, institutions, societies or associations with which CAPO is authorised to amalgamate.

(p) In furtherance of the objects of CAPO to transfer all or any part of the property, assets, liabilities and engagements of CAPO to anyone or more of the companies, institutions, societies or associations with which CAPO is authorised to amalgamate.

(q) To do all such other things as are incidental or conducive to the attainment of the objects and the exercise of the powers of CAPO.

5. INCOME AND PROPERTY

The income and property of CAPO whencesoever derived shall be applied solely towards the promotion of its objects and no portion thereof shall be paid or transferred directly or indirectly by way of dividend bonus or otherwise howsoever by way of profit to any Member of CAPO PROVIDED THAT nothing herein contained shall prevent the payment in good faith of reasonable and proper remuneration to any officer or servant of CAPO or to any Member thereof in return for any service actually rendered to CAPO nor prevent payment of interest at a rate not exceeding the maximum rate charged for the time being and from time to time on private overdraft accounts by Banks in Canberra in the said Territory on money lent or reasonable and proper rent for premises demised or let by any Member of CAPO.

6. MEMBERSHIP

6.1 The members of CAPO shall be divided into the following classes: Life Members Board Members

6.2 A person is qualified to a member of CAPO if the person: (a) has been nominated for membership by the Nominations Committee; and (b) has been approved for membership by the membership of CAPO.

7. BOARD MEMBERS

The persons who are nominated and elected as Board Members shall subject to acceptance be Board Members of CAPO. Any natural person may be nominated as a trustee member in CAPO by the Nominations Committee.

8. LIFE MEMBERS

Life Members of the Board shall be persons elected to that category by the Board by a majority vote of the membership present in person or by proxy, and shall also include all past presidents of CAPO.

9. PATRONS

The Board may elect from time to time as Patrons of CAPO a person or persons who support the objects of CAPO and accepts their nomination, such election to be for such a term as the Board determines. .

10. GENERAL PROVISIONS RELATING TO MEMBERSHIP

10.1 Termination of Membership

Membership in any class of membership shall terminate upon the death, resignation or removal of any member, (such removal to be effected by a vote of a majority of the members present, in person or by proxy , at any annual meeting or at any special meeting of the members qualified for the purpose) or in the circumstances mentioned in clause 10.4 of these rules.

10.2 Voting Rights

(a) Board Members Each Board Member shall be entitled to one vote, in person or by proxy, on each matter submitted to vote by the Board Members. No proxy shall be deemed operative unless and until signed by the Board Member and filed with CAPO. (b) Life Members Life Members shall have no vote.

10.3 Notices of Meeting

All members shall be entitled to receive notice of general meetings of CAPO and be heard. 10.4 Subscriptions All members shall pay such subscriptions if any to CAPO as the Executive of the Board of Trustees shall from time to time determine shall apply to their particular class. If a member shall fail to pay a subscription to CAPO within three (3) months after it becomes payable the Secretary may give him notice of default and if the member does not pay the subscription within one calendar month after the date of such notice the member shall upon resolution of the executive cease to be a member of CAPO.

11. DISCIPLINING OF MEMBERS

11.1 Where the Board is of the opinion that a member: (a) has persistently refused or neglected to comply with a provision of these rules: or (b) has persistently and wilfully acted in a manner prejudicial to the interests of CAPO, the Board may, by resolution: (c) expel the member from CAPO; or (d) suspend the member from such rights and privileges of membership of CAPO as the Board may determine for a specified period.

11.2 A resolution of the Board under subclause 11.1 is of no effect unless the Board, at a meeting held not earlier than 14 days and not later than 28 days after service on the member of a notice under subclause 11.3, confirms the resolution in accordance with this clause.

11.3 Where the Board passes a resolution under subclause 11.1, the secretary shall, as soon as practicable, cause a notice in writing to be served on the member: (a) Setting out the resolution of the Board and the grounds on which it is based; (b) stating that the member may address the Board at a meeting to be held not earlier than 14 days and not later than 28 days after service of the notice; (c) stating the date, place and time of that meeting; and (d) informing the member that the member may do either or both of the following: (i) attend and speak at that meeting; -8- (ii) submit to the Board at or prior to the date of that meeting written representations relating to the resolution.

11.4 Subject to section 50 of the Act, at a meeting of the Board mentioned in subclause 11.3, the Board shall: (a) give to the member mentioned in subclause 11.1 an opportunity to make oral representations; (b) give due consideration to any written representations submitted to the Board by that member at or prior to the meeting; and (c) by resolution determine whether to confirm or to revoke the resolution of the Executive made under subclause 11.1.

11.5 Where the Board confirms a resolution under subclause 11.4, the secretary shall, within 7 days after that confirmation, by notice in writing inform the member of that confirmation and of the member’s right of appeal under clause 12.

11.6 A resolution confirmed by the Board under subclause 11.4 does not take effect: (a) until the expiration of the period within which the member is entitled to appeal against the resolution where the member does not exercise the right of appeal within that period; or (b) where within that period the member exercises the right of appeal, unless and until CAPO confirms the resolution in accordance with subclause 11.4.

12. RIGHT OF APPEAL OF DISCIPLINED MEMBER

12.1 A member may appeal to CAPO in general meeting against a resolution of the Board which is confirmed under subclause 11.4, within 7 days after notice of the resolution is served on the member, by lodging with the secretary a notice to that effect.

12.2 Upon receipt of a notice under subclause 12.1, the secretary shall notify the Executive which shall convene a general meeting of CAPO to be held within 21 days after the date on which the secretary received the notice or as soon as possible after that date.

12.3 Subject to section 50 of the Act, at a general meeting of CAPO convened under subclause 12.2: (a) no business other than the question of the appeal shall be transacted; (b) the Board and the member shall be given the opportunity to make representations in relation to the appeal orally or in writing, or both; and (c) the members present shall vote by secret ballot on the question of whether the resolution made under subclause 11.4, that the resolution is confirmed or revoked.

12.4 If the meeting passes a special resolution in favour of the confirmation of the resolution made under subclause 11.4, then that resolution is confirmed.

13. GENERAL MEETINGS

13.1 Annual General Meetings

The annual general meeting of the members shall be held on the second Tuesday of November each year or such other time as the Board shall from time to time decide.

13.2 Place of Meetings

Meetings of the members shall be held at such place within or without the Territory as may be designated in the notice thereof. In the absence of such designation, the meeting shall be held at the principal office of CAPO in the Territory .

13.3 Notice of Meeting

(a) Notice of the place, day and hour of Annual General Meetings of CAPO shall be given to each member not less than 28 days before the meeting by written notice delivered personally or sent by mail or addressed to each member at his address as shown by the records of CAPO or any other method. There shall be sent with the notice a notice of the business it is proposed to transact at the meeting.

(b) If mailed any notice given pursuant to this clause shall be deemed to be delivered when posted with prepaid postage.

(c) Members may waive notice of any meeting.

13.4 Business of the Annual General Meeting

The business of the Annual General Meeting shall be: to receive the report of the President, to receive the report of the Treasurer, to elect a qualified auditor, to elect as required the Executive, all further business included on the agenda paper or added by the meeting.

13.5 Chairman of General Meetings

The President or his or her absence the Vice-President or in his or her absence the nominee of the President shall preside as chairman at every general meeting.

13.6 Procedure and Quorum at General Meetings

(a) No item of business shall be transacted at a general meeting unless a quorum of members, entitled under these rules to vote, is present during the time the meeting is considering that item.

(b) Five members present in person (being members entitled under these rules to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.

(c) If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting if convened upon the requisition of the Board Members shall be dissolved and in any other case shall stand adjourned to the same day in the following week at the same time and (unless another place is specified at the time of the adjournment by the person presiding at the meeting or communicated by written notice to members given before the day to which the meeting is adjourned) at the same place.

(d) If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being not less than 3) shall consitute a quorum.

14 BOARD

14.1 Powers

The Board of Trustees shall manage the affairs of CAPO and shall determine the general policy of CAPO in applying its funds to the purposes for which it was formed, and shall have and exercise all rights and powers necessary or convenient therefor, to the extent permitted by law.

14.2 Number and Tenure

(a) The persons whose names appear in the Schedule constituted the first Board CAPO. Each Board member shall hold office until his successor, elected as is hereinafter provided.

(b) The Board shall consist of not more than 65 members.(excluding life members)

(c) Any casual vacancies occurring in the Board may be filled by the Board from persons nominated by the Nominations Commitee. Board members need not be residents of the Territory.

14.3 Vacancies on Board

For the purposes of these rules, a vacancy in the office of a member of the Board occurs if the member: (a) dies; (b) is removed from office pursuant to clause 19; (c) becomes an insolvent under administrative within the meaning of the Corporations Law; (d) suffers from mental or physical incapacity; (e) is disqualified from office under subsection 63(1) of the Act; or (f) is absent without the consent of the Board from more than one third of the meetings of the Board held during a period of 1 year.

14.4 Regular Meetings

A regular meeting of the Board of Trustees shall be held immediately after, and at the same place as, the annual meeting of members, without other notice than these Rules. The Board may provide by resolution the time and place for the holding of additional regular meetings of the Board without notice other than such resolution.

14.5 Special Meetings

Special meetings of the Board may be called by, or at the request of , the President or any two members of the Executive. The person or persons calling the special meeting may fix any place as the place for holding the meeting.

14.6 Notice of Meetings of Trustees

Notice of any special meeting of the Board shall be given at least three days before the meeting by written notice delivered personally or sent by mail, email or facsimile transmission addressed to each member at his or her address as shown by the records of CAPO. If mailed, such notice shall be deemed to be delivered when posted with postage thereon prepaid. Notice shall be deemed to be delivered if sent by email or facsimile at the same time that a receipt for transmission is provided by the facsimile machine from where the notice is sent or an acknowledgement in whatever email program is used to transmit the message of a completed transmission. Board members may waive notice at any meeting. Neither the business to be transacted, nor the purpose of any meeting of the Board, need be specified in the notice of the meeting.

14.7 Meeting by Common Consent

Whenever all of the members of the Board are present together and unanimously consent thereto, a meeting may be held forthwith without notice or waiver of notice.

14.8 Manner of Acting

The act of the majority of Board Members present at a meeting at which a quorum is present shall be the act of the Board, except where otherwise provided by law or by these Rules.

15. THE EXECUTIVE COMMITTEE

15.1 Between meetings of the Board and subject to the authority of the Board, the affairs of CAPO shall be managed by an Executive Committee which shall have the power to perform all such acts and do all such things as appear to the Committee to be necessary or desirable for the proper management of the affairs of CAPO.

15.2 The Executive Committee will consist of: the President the Vice- President the Secretary the Treasurer of CAPO the Legal Consultant the Chair of the Allocation Committee the Chair of the Nominations Committee the Chair of the Procurement Committee the Chair of the Party Production Committee the Chair of the Public Relations Committee the Chair of the Publications Committee any other person nominated by the Executive Committee.

15.3 The executive committee shall determine its own rules of procedure but shall keep regular minutes of its proceedings and shall report the same to the Board.

15.4 Vacancies on Executive Committee For th