awarded to

 

Catholic Health Australia

 

for its failure to uphold its own stated goals.

CHA Centre for Leadership and Ministry

<FAILED>
Catholic Health, Aged and/or Community Care Service means:

(a) any health, aged and/or community service or facility (hospital,
hospice, hostel, nursing home, residence, community or similar
service or facility) conducted and controlled by a diocese, parish,
Religious Institute, Juridic Person or association of Christ's faithful
which carries on the ministry of Catholic health, aged and/or
community care as part of the mission of the Catholic Church, and
in conformity with Canon Law;
<FAILED>

or
 
(b) any other health, aged and/or community service or facility (hospital,
hospice, hostel, nursing home, residence, community or similar
service or facility), conducted to the satisfaction of the Stewardship
Board in accordance with the teaching of the Catholic Church in
regard to the ministry of Catholic health, aged and/or community
care,
<FAILED>
which is conducted and controlled by an organisation as shall
be admitted as a Member of the Association from time to time.
 
CATHOLIC HEALTH AUSTRALIA INCORPORATED
ASSOCIATION RULES
CATHOLIC HEALTH AUSTRALIA INCORPORATED
A 02186
ABN 30 351 500 103
ADOPTED 31 MAY 1999
AMENDED 16 NOVEMBER 2001
AMENDED 12 NOVEMBER 2003
CATHOLIC HEALTH AUSTRALIA INCORPORATED
Association Rules i
Contents
CATHOLIC HEALTH AUSTRALIA INCORPORATED
RULES

CATHOLIC HEALTH AUSTRALIA INCORPORATED
Association Rules 1
Catholic Health Australia Incorporated
Rules
NAME
1 The name of the incorporated association is Catholic Health Australia
Incorporated (in these Rules called the Association).
INTERPRETATION
2 In these Rules, unless the contrary intention appears:
Act means the Australian Capital Territory Associations Incorporation Act 1991
as amended.
Canon Law means the Code of Canon Law promulgated by Pope John Paul II
on 25 January 1983 and any other universal or particular legislation
promulgated by the competent ecclesiastical authority.
Catholic Health, Aged and/or Community Care Service means:
(a) any health, aged and/or community service or facility (hospital,
hospice, hostel, nursing home, residence, community or similar
service or facility) conducted and controlled by a diocese, parish,
Religious Institute, Juridic Person or association of Christ's faithful
which carries on the ministry of Catholic health, aged and/or
community care as part of the mission of the Catholic Church, and
in conformity with Canon Law; <FAILED> or
(b) any other health, aged and/or community service or facility (hospital,
hospice, hostel, nursing home, residence, community or similar
service or facility), conducted to the satisfaction of the Stewardship
Board in accordance with the teaching of the Catholic Church in
regard to the ministry of Catholic health, aged and/or community
care, which is conducted and controlled by an organisation as shall
be admitted as a Member of the Association from time to time. <FAILED>

Financial Year means the year ending on the 30th day of June.
General Meeting means a General Meeting of Members of the Association.
Juridic Person means any Juridic Person canonically established and erected
by the competent ecclesiastical authority in accordance with the norms of
Canon Law.
Member of the Association means Member of the Association for the time
being.
National Commission means the committee established by the Stewardship
Board in accordance with Rule 35.
Preferential Voting System means the Preferential Voting System as
determined from time to time by the Stewardship Board.
CATHOLIC HEALTH AUSTRALIA INCORPORATED
Association Rules 2
Regional Organisation means any organisation whose members are Members
of the Association and which has been established for the purposes of bringing
about collaboration and/or integration of Catholic Health, Aged and/or
Community Care Services within a defined area; and which organisation has
entered into an agreement with the Association, such agreement inter alia
setting out standard functions to be performed by the Association and the
Regional Organisation at the national and regional levels respectively.
Regulations means Regulations under the Act.
Religious Institute means a Religious Institute canonically established and
erected within the Catholic Church and includes provinces of such Religious
Institutes.
State means any State and/or Territory of Australia.
Stewardship Board means the committee of the Association entrusted with the
control of the affairs of the Association in accordance with section 60 of the Act.
Words importing the singular only include the plural and vice versa. Words
importing the masculine gender only include the feminine gender and vice
versa. Words importing persons include organisations.
Words or expressions contained in these Rules shall be interpreted in
accordance with the provisions of the Acts Interpretation Act 1958 and the Act
as in force from time to time.
The provisions of the Interpretation Act 1967 apply to and in respect of these
Rules in the same manner as those provisions would so apply if these Rules
were an instrument made under the Act.
OBJECTS
3 The objects for which the Association is established are:
(a) to promote the ministry of Catholic health, aged and/or community
care as an integral element of the mission of the Catholic Church; <FAILED>
(b) to disseminate, through publications and by any other means, the
teaching of the Catholic Church in regard to the ministry of Catholic
health, aged and/or community care; <FAILED>
(c) to make public statements, from a Catholic perspective, on matters
relating to health, aged and/or community care;
(d) to ensure, wherever possible, the presence and effective mission of
Catholic Health, Aged and/or Community Care Services; <FAILED>
(e) to serve as a focus for the solidarity and witness of Catholics
engaged in the ministry of Catholic health, aged and/or community
care; <FAILED>
(f) to monitor and analyse significant developments nationally in health,
aged and/or community care; <FAILED>
(g) to monitor, analyse, initiate research on and respond to policies of
the federal and state governments, insofar as they relate to the
ministry of Catholic health, aged and/or community care; <FAILED>

CATHOLIC HEALTH AUSTRALIA INCORPORATED
Association Rules 3
(h) to maintain, on behalf of the Association, regular communication
with the federal and where appropriate state governments;
(i) to identify and keep under constant review ethical issues relevant to
the ministry of Catholic health, aged and/or community care; <FAILED>
(j) to advocate and promote the broadest adoption of Catholic values,
ethical principles and social justice in health, aged and/or
community care; <FAILED>
(k) to assist in the promotion of the highest standards of service in
Catholic Health, Aged and/or Community Care Services; <FAILED>
(l) to provide to Members of the Association highly specialised advice
on matters pertaining to the ministry of Catholic health, aged and/or
community care;
(m) to initiate, promote and facilitate, through educational and other
programs, the personal and professional development of staff and
other persons associated with Catholic Health, Aged and/or
Community Care Services;
(n) to provide a forum of communication for issues of common interest
and concern to the Members of the Association;
(o) to facilitate where appropriate the integration of the ministry of
Catholic health, aged and/or community care in Australia;
(p) to speak on behalf of the Members of the Association in matters
regarding the ministry of Catholic health, aged and/or community
care so as to provide a unified voice on such matters; <FAILED>
(q) to provide a resource to and referral point for the Australian Catholic
Bishops Conference in matters relating to the ministry of Catholic
health, aged and/or community care; <FAILED>
(r) to provide a resource to and referral point for the Australian
Conference of Leaders of Religious Institutes in matters relating to
the ministry of Catholic health, aged and/or community care; <FAILED>
(s) to liaise with other persons and organisations in any manner
deemed conducive to the fulfilment of the Association's objects. <FAILED>
MEMBERSHIP
4 (1) Applications for membership of the Association shall be accepted in
writing from:
(a) any diocese, parish, Religious Institute, Juridic Person or
association of Christ's faithful which conducts and controls, either
directly or indirectly, a Catholic Health, Aged and/or Community
Care Service;
(b) any other organisation (excepting one controlled by an organisation
referred to in Rule 4(1)(a)) which conducts and controls a health,
aged and/or community care service, and which service or facility is
conducted, to the satisfaction of the Stewardship Board, in
accordance with the teaching of the Catholic Church in regard to the
ministry of Catholic health, aged and/or community care. <FAILED>

CATHOLIC HEALTH AUSTRALIA INCORPORATED
Association Rules 4
(2) The Stewardship Board shall prescribe an application form to be used by
eligible applicants to apply to become a Member of the Association.
(3) Upon receipt by the Association of a signed application in the prescribed
form, from an eligible applicant, such application shall be considered by
the Stewardship Board which shall determine the admission or rejection
of the application. In no case shall the Stewardship Board be required to
give any reason for the rejection of an application for membership.
REGISTER OF MEMBERS
5 It shall be the responsibility of the Public Officer to keep and maintain a Register
of Members of the Association in which shall be entered the full name and
address and date of entry of each Member of the Association. The Register of
Members shall be available for inspection by Members of the Association at the
registered address of the Association.
RIGHTS OF MEMBERS
6 The right, privilege or obligation a Member of the Association has by reason of
being a Member of the Association:
(a) is not capable of being transferred or transmitted to another person
or organisation;
(b) terminates upon cessation of the Member's membership of the
Association.
CESSATION OF MEMBERSHIP
7 A Member of the Association ceases to be a Member of the Association if the
Member:
(a) resigns in writing to the Stewardship Board from membership of the
Association; or
(b) fails to renew membership of the Association by payment within the
prescribed time of the annual membership fee; or
(c) is expelled in accordance with a procedure adopted pursuant to
Rule 11; or
(d) ceases to be entitled to membership pursuant to Rule 4(1)(a), or (b).
THE DELEGATE OF MEMBERS
8. (1) Each Member of the Association shall authorise a natural person to act
as its delegate and the person so authorised shall be entitled to exercise
all the powers on behalf of that Member of the Association which s/he
represents.
(2) Each Member of the Association shall inform the Stewardship Board in
writing of the name of its delegate from time to time.
CATHOLIC HEALTH AUSTRALIA INCORPORATED
Association Rules 5
MEMBERSHIP FEE
9 (1) The annual membership fee shall be determined by the Stewardship
Board on advice from the National Commission and shall become due
and payable on or before the 1st day of July in each calendar year and
not later than the 1st day of September in each calendar year.
(2) In developing a membership fees policy and making the determination of
the annual membership fee for each Member of the Association, the
Stewardship Board shall act in a manner which is fair and equitable,
taking into account those issues that it considers relevant including:
(a) the public or private status of its Catholic Health, Aged and/or
Community Care Service;(b) the type of services provided by its Catholic Health, Aged and/or
Community Care Service;
(c) the number of beds and services provided by its Catholic Health,
Aged and/or Community Care Service;
(d) the utilisation rates of its Catholic Health, Aged and/or Community
Care Service;
(e) the operating income and expenditure of its Catholic Health, Aged
and/or Community Care Service;
(f) the geographic location of its Catholic Health, Aged and/or
Community Care Service;
(g) the socio-economic situation of its Catholic Health, Aged and/or
Community Care Service.
LIMITATION OF LIABILITY
10 The liability of a Member of the Association to contribute towards the payment
of the debts and liabilities of the Association or the costs, charges and
expenses of the winding up of the Association is limited to an amount, if any,
unpaid by the Member in respect of membership of the Association as required
by Rule 9.
DISCIPLINING OF MEMBERS
11 The procedure for disciplining Members of the Association shall be determined
by the Stewardship Board.
GENERAL MEETINGS OF THE ASSOCIATION
12 (1) The Association shall in each calendar year convene a General Meeting
of its Members to be called the Annual General Meeting in accordance
with the Act. All General Meetings other than Annual General Meetings
shall be called General Meetings.
(2) The Annual General Meeting shall be held on such day as the
Stewardship Board determines.
(3) The Annual General Meeting shall be specified as such in the notice
convening it.
CATHOLIC HEALTH AUSTRALIA INCORPORATED
Association Rules 6
(4) In addition to any other business which may be transacted at an Annual
General Meeting, the business of an Annual General Meeting shall be:
(a) to confirm the minutes of the last preceding Annual General Meeting
and of any other General Meeting held since that meeting;
(b) to receive from the Stewardship Board a report on the activities of
the Association during the last preceding Financial Year;
(c) to receive and consider the statement of accounts and the reports
that are required to be submitted to Members of the Association
pursuant to subsection 73(1) of the Act.
13 (1) The Stewardship Board may, whenever it thinks fit, convene a General
Meeting of the Association.
(2) The Stewardship Board shall, on the requisition in writing of not less
than ten per cent of the total number of delegates of the Members of the
Association, convene a General Meeting of the Association.
(3) The requisition of delegates of Members of the Association for a General
Meeting:
(a) shall state the purpose of the meeting;
(b) shall be signed by the delegates of the Members of the Association
making the requisition;
(c) shall be lodged with the Chairperson of the Stewardship Board.
NOTICE OF GENERAL MEETING
14 The Secretary of the Association shall, at least 21 days before the date fixed for
holding an Annual General Meeting or other General Meeting of the
Association, serve upon each Member of the Association a notice stating the
place, date and time of the meeting and the nature of the business to be
transacted at the meeting.
PROCEEDINGS AT GENERAL MEETINGS
15 (1) Twenty-five per cent of the Members of the Association present by their
delegate in person shall be a quorum for any Annual General Meeting or
other General Meeting. No business shall be transacted at any General
Meeting unless a quorum is present at the time the meeting proceeds to
business.
(2) If within half an hour after the appointed time for the commencement of
any General Meeting, a quorum is not present, the meeting shall stand
adjourned to the same day in the next week at the same time and
(unless another place is specified by the Chairperson of the Stewardship
Board at the time of the adjournment or by written notice to the
delegates of the Members of the Association given before the day to
which the meeting is adjourned) at the same place and if at the
adjourned meeting the quorum is not present within half an hour after
the time appointed for the commencement of the meeting, the delegates
of the Members of the Association present shall be a quorum.
CATHOLIC HEALTH AUSTRALIA INCORPORATED
Association Rules 7
16 (1) The Chairperson of the Stewardship Board shall preside as chairperson
of any General Meeting of the Association.
(2) If the Chairperson of the Stewardship Board is absent from any General
Meeting, then the Deputy Chairperson of the Stewardship Board shall
preside as chairperson of any General Meeting, and in the absence of
both the Chairperson and the Deputy Chairperson, the delegates of the
Members of the Association present shall elect one of their number to
preside as chairperson of the meeting.
17 The chairperson of any meeting at which a quorum is present may, with the
consent of the meeting, adjourn the meeting from time to time and place to
place, but no business shall be transacted at an adjourned meeting other than
the business left unfinished at the meeting from which the adjournment took
place. When a meeting is adjourned for thirty days or more, a like notice of the
adjourned meeting shall be given as in the case of the original meeting. Save as
aforesaid it shall not be necessary to give notice of an adjournment or of the
business to be transacted at an adjourned meeting.
18 A question arising at any Annual General Meeting of the Association shall be
determined on a show of hands and unless before or on the declaration of the
show of hands a poll is demanded, a declaration by the chairperson that a
resolution has, on a show of hands, been carried or carried unanimously or
carried by a particular majority or lost, and an entry to that effect in the minute
book of the Association is evidence of the fact, without proof of the number or
proportion of the votes recorded in favour of or against that resolution. The
demand for a poll may be withdrawn.
19 (1) Upon any question arising at any Annual General Meeting of the
Association, the delegate of each Member of the Association has one
vote only.
(2) In the case of an equality of voting on a question, the chairperson of the
meeting is not entitled to exercise a second or casting vote.
20 (1) If at any Annual General Meeting a poll on any question is demanded by
not less than three delegates of Members of the Association, it shall be
taken at that meeting in such manner as the chairperson may direct and
the resolution of the poll shall be deemed to be a resolution of the
meeting as the chairperson may direct.
(2) A poll that is demanded on the election of a chairperson or on a question
of an adjournment shall be taken forthwith and a poll that is demanded
on any other question shall be taken at such time before the close of the
meeting as the chairperson may direct.
THE STEWARDSHIP BOARD
21 The Stewardship Board, subject to the Act, the Regulations, these Rules and to
any resolution passed by the Association in General Meeting:
(a) shall control and manage the affairs of the Association;
(b) may exercise all such functions as may be exercised by the
Association other than those powers and functions that are required
by these Rules to be exercised by the Association in General
Meeting;
CATHOLIC HEALTH AUSTRALIA INCORPORATED
Association Rules 8
(c) has power to perform all such acts and things as appear to the
Stewardship Board to be necessary or desirable for the proper
management of the affairs of the Association.
22 The Stewardship Board shall consist of:
(a) one person nominated by each of:
(i) Institute of Sisters of Mercy of Australia;
(ii) Province of the Holy Spirit of the Congregation of the Sisters of
the Little Company of Mary;
(iii) Religious Sisters of Charity of Australia; and
(iv) Province of St Therese of the Sisters of St John of God.
(b) one person elected pursuant to the Preferential Voting System by
each of:
(i) the delegates of those Members of the Association which
conduct and control a stand alone Catholic health care service;
(ii) the delegates of the Members of the Association which are
dioceses, parishes, Juridic Persons and which conduct and
control one or more Catholic aged care services;
(iii) the delegates of the Members of the Association which are
Religious Institutes and which conduct and control one or more
Catholic aged care services;
(iv) the delegates of the Members of the Association which are
either associations of Christ's faithful or other organisations and
which conduct and control one or more Catholic aged care
services, not being entitled to vote in an election pursuant to
Rule 22(b)(ii) or (iii).
(c) a member of the Australian Catholic Bishops Conference
designated by that Conference.
(d) a member of the Australian Conference of Leaders of Religious
Institutes designated by that Conference.
(e) one person elected pursuant to the Preferential Voting System by
each of:
(i) the delegates of the Members of the Association which conduct
and control one or more Catholic health care services;
(ii) the delegates of the Members of the Association which conduct
and control one or more Catholic aged care services;
provided that the elections pursuant to sub-clause 22(e) of these
Rules shall not take place until the election of all persons to be
elected pursuant to sub-clause 22(b) (if any such persons are to be
elected during that year) has been finalised.
CATHOLIC HEALTH AUSTRALIA INCORPORATED
Association Rules 9
23 (1) Despite anything in these Rules to the contrary the term of all persons
then holding an office in the Association shall expire immediately prior to
the appointment of members of the Stewardship Board in accordance
with Rule 22 who are to hold office on and from 31 May 1999.
(2) The members of the Stewardship Board taking office on and from 31
May 1999 shall hold office as regards half of their number from 31 May
1999 until the Annual General Meeting held in 2001, and as regards the
other half of their number, from 31 May 1999 until the Annual General
Meeting held in 2003, with those persons to hold office until the Annual
General Meeting in 2003 to be chosen by lot.
(3) Except as provided in 23(2) and any casual vacancies, the term of office
of each member of the Stewardship Board shall expire at the Annual
General Meeting held in the fourth year following that person's
nomination, designation or election. Each member shall hold office for a
maximum of two successive terms disregarding any period in office prior
to 31 May 1999.
(4) Nominations, delegations and elections for membership of the
Stewardship Board pursuant to Rule 22 of these Rules shall be
completed on or before 30 September in each year during which the
term of office of any member of the Stewardship Board shall expire.
(5) The Stewardship Board shall have the power to appoint up to four
additional voting members for terms of office prescribed by the
Stewardship Board.
24 (1) The Stewardship Board shall elect annually from among its members a
Chairperson who shall preside at all meetings of the Association and of
the Stewardship Board, and any joint meetings of the Stewardship Board
and the National Commission.
(2) The Stewardship Board shall elect annually from among its members a
Deputy Chairperson who shall preside at meetings in the absence of the
Chairperson.
25 The office of a member of the Stewardship Board becomes vacant if that
person:
(a) dies;
(b) is declared bankrupt;
(c) becomes of unsound mind or a person whose person or estate is
liable to be dealt with in any way under the law relating to mental
health;
(d) resigns from office by notice in writing to the Stewardship Board;
(e) is disqualified from office under subsection 63(1) and (2) of the
Act.
26 (1) Any casual vacancy in the membership of the Stewardship Board shall
be filled pursuant to the provision of Rule 22 relating to the position
which has fallen vacant for the unexpired part of the term of office.
(2) Where the vacancy requires an election such election shall be held in
accordance with such process as determined by the Stewardship Board.
CATHOLIC HEALTH AUSTRALIA INCORPORATED
Association Rules 10
PROCEEDINGS OF THE STEWARDSHIP BOARD
27 The Stewardship Board shall meet at least four times each calendar year at
such time and at such place as the Stewardship Board may from time to time
determine.
28 At a meeting of the Stewardship Board one half of the number of the members
of the Stewardship Board shall constitute a quorum. No business shall be
transacted at any such meeting unless a quorum is present at the time the
meeting proceeds to business.
29 The Chairperson of the Stewardship Board shall preside at every meeting of the
Stewardship Board or if s/he is not present within fifteen minutes after the time
appointed for the holding of the meeting, then the Deputy Chairperson shall
preside as chairperson at the meeting and in the absence of both the
Chairperson and Deputy Chairperson then the members of the Stewardship
Board present shall elect one of their number to be chairperson of the meeting.
30 (1) Subject to these Rules the procedure to be followed at a meeting of the
Stewardship Board shall be as the Stewardship Board shall decide.
(2) The Chairperson of the Stewardship Board or any two of its members
may at any time and the Chairperson of the Stewardship Board shall on
requisition of two of its members convene a meeting of the Stewardship
Board.
(3) A meeting of the Stewardship Board may be held with one or more of its
members participating by telephone, audio-visual link up or other
instantaneous communication medium, provided that the meeting is
conducted so that all participating members of the Stewardship Board
are able to hear the proceedings of the entire meeting and are able to be
heard by all others attending the meeting. Such a meeting shall be
deemed to be held at such place as is agreed upon by the Stewardship
Board being a place at which at least one member of the Stewardship
Board was present for the duration of the meeting. A minute of the
proceedings of such a meeting is sufficient evidence of the proceedings
and the observance of all necessary formalities if it is certified as a
correct minute by the Chairperson of the Stewardship Board.
31 Questions arising at a meeting of the Stewardship Board shall be decided by a
majority of votes of the members of the Stewardship Board present and voting,
and any such decision shall for all purposes be deemed to be a decision of the
Stewardship Board. In the case of an equality of votes the chairperson of the
meeting shall not be entitled to a second or casting vote.
32 If all the members of the Stewardship Board have signed a document containing
a statement that they are in favor of a resolution of the Stewardship Board in
terms set out in the document, a resolution in those terms shall be deemed to
have been passed at a meeting of the Stewardship Board held on the day on
which the document was signed and at the time at which the document was last
signed by a member of the Stewardship Board or if the members signed the
document on different days, on the day on which and the time at which the
document was last signed by a member of the Stewardship Board.
CATHOLIC HEALTH AUSTRALIA INCORPORATED
Association Rules 11
33 All acts done by any meeting of the Stewardship Board or by any person acting
as a member of the Stewardship Board shall, notwithstanding that it is
afterwards discovered that there was some defect in the appointment or
election of any such member of the Stewardship Board or that there was a
vacancy in the office of member of the Stewardship Board or that any of them
were disqualified, be as valid as if the defect, vacancy or disqualification did not
exist and the Stewardship Board was fully and properly constituted.
SECRETARY OF THE ASSOCIATION
34 The Stewardship Board shall appoint a Secretary of the Association who shall
hold office on such terms and conditions as the Stewardship Board determines.
THE NATIONAL COMMISSION
35 (1) The Stewardship Board shall establish a National Commission which
shall consist of not less than ten and not more than twelve persons
appointed by the Stewardship Board.
(2) The Stewardship Board shall appoint people as members of the National
Commission taking into account, inter alia, their competence and
expertise in the areas of management, mission, canon and civil law,
clinical practice, health administration, geographic issues, service
delivery and ethical issues, as well as their understanding of and
commitment to the ministry of Catholic health, aged and/or community
care as an integral element of the mission of the Catholic Church. <FAILED>
(3) The Stewardship Board shall appoint from among the members of the
National Commission, a Chairperson and a Deputy Chairperson and
determine the terms of office.
FUNCTIONS OF THE NATIONAL COMMISSION
36 (1) The Stewardship Board, upon such terms and conditions and with such
restrictions as it may think appropriate, shall delegate to the National
Commission in writing responsibility for the day to day management of
the affairs of the Association.
(2) Any delegation to the National Commission can be revoked by the
Stewardship Board at any time without assigning any reason for such
revocation.
PROCEEDINGS OF THE NATIONAL COMMISSION
37 (1) The National Commission may meet for the dispatch of business and
adjourn and otherwise regulate its meetings as the National Commission
thinks fit; provided that it meets at least five times each calendar year.
(2) The Chairperson of the National Commission shall preside as
chairperson of all meetings of the National Commission. If the
Chairperson of the National Commission is absent from any meeting, the
Deputy Chairperson shall preside as the chairperson of the meeting and
in the absence of both the Chairperson and Deputy Chairperson, the
members of the National Commission present shall elect one of their
number to preside as chairperson of the meeting.
CATHOLIC HEALTH AUSTRALIA INCORPORATED
Association Rules 12
(3) At a meeting of the National Commission one half of its members
present in person shall constitute a quorum. No business shall be
transacted at any such meeting unless a quorum is present at the time
the meeting proceeds to business.
(4) Questions arising at a meeting of the National Commission shall be
decided by a majority of votes of members of the National Commission
present and voting, and any such decision shall for all purposes be
deemed to be a decision of the National Commission. In the case of an
equality of votes the chairperson of the meeting shall not be entitled to a
second or casting vote.
(5) A meeting of the National Commission may be held with one or more of
its members participating by telephone, audio-visual link up or other
instantaneous communication medium, provided that the meeting is
conducted so that all participating members of the National Commission
are able to hear the proceedings of the entire meeting and are able to be
heard by all others attending the meeting. Such a meeting shall be
deemed to be held at such place as is agreed upon by the National
Commission being a place at which at least one member of the National
Commission was present for the duration of the meeting. A minute of the
proceedings of such a meeting is sufficient evidence of the proceedings
and the observance of all necessary formalities if it is certified as a
correct minute by the Chairperson of the National Commission.
(6) Subject to these Rules the procedure to be followed at a meeting of the
National Commission shall be as the National Commission shall decide.
(7) The National Commission shall be accountable to the Stewardship
Board for the matters delegated to it and shall meet at least once a year
with the Stewardship Board for the purpose of providing such report as
is required of it by the Stewardship Board.
38 A vacancy in the office of member of the National Commission occurs if that
person:
(a) dies;
(b) resigns from office by notice in writing to the Stewardship Board;
(c) is removed from office by notice in writing by the Stewardship
Board.
39 Any vacancy in the National Commission shall be filled by the Stewardship
Board pursuant to the provisions of Rule 35(1) and (2).
COMMITTEES
40 The Stewardship Board may as circumstances demand appoint other
committees, and each committee is to be given a mandate which includes the
membership, task and accountability of the committee, provided that the
convenor of the committee shall be a member of the National Commission.
CATHOLIC HEALTH AUSTRALIA INCORPORATED
Association Rules 13
COMMON SEAL
41 (1) The Stewardship Board shall provide for the safe custody of the
Common Seal.
(2) The Common Seal shall not be affixed to any instrument except by the
authority of the Stewardship Board and the affixing of the Common Seal
shall be attested by the signatures of the two persons appointed by the
Stewardship Board for that purpose.
PUBLIC OFFICER
42 The Secretary shall be the Public Officer required under the Act and the
address of the Public Officer required to be notified under the Act shall, for the
purposes of these Rules, be the registered address of the Association.
CUSTODY OF RECORDS
43 The Stewardship Board shall cause to be kept proper books of account in which
shall be kept full true and complete accounts of the affairs and transactions of
the Association.
44 The books of accounts, documents and securities of the Association shall be
kept at the registered address of the Association and shall always be open for
inspection by the delegate of each Member of the Association. The Stewardship
Board shall from time to time determine at what times and places and under
what conditions or regulations the accounting and other records of the
Association shall be open for inspection by the delegate of each Member of the
Association.
NOTICES
45 Unless provided otherwise herein a notice may be served upon any Member of
the Association or any member of the Stewardship Board in writing, either
personally, or by sending it through the post in a prepaid letter, or given by
facsimile to the Member of the Association or its delegate at their last known
nominated address for postal service or facsimile address.
INCOME AND PROPERTY
46 (1) The income of the Association shall be derived from annual membership
fees, donations and such other sources as the Stewardship Board
determines.
(2) The income and property of the Association whencesoever derived, shall
be applied solely towards the promotion of the objects of the Association
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
Members of the Association, the delegates of Members of the
Association, or members of the Stewardship Board, provided that
nothing herein contained shall prevent the payment in good faith of
remuneration to any Member of the Association, delegate of the Member
of the Association, officer or servant of the Association in return for any
services actually rendered to the Association nor goods supplied in the
ordinary and usual way of business, nor prevent the payment of interest
at a reasonable rate on money borrowed from any Member of the
Association or reasonable or proper rent for premises demised or let by
any Member of the Association.
CATHOLIC HEALTH AUSTRALIA INCORPORATED
Association Rules 14
ACCOUNTS OF RECEIPTS AND EXPENDITURE
47 The Stewardship Board shall ensure that true accounts shall be kept:
(a) of all sums of money received and expended by the Association and
the matter in respect of which the receipt or expenditure takes
place;
(b) of the property, credits and liabilities of the Association.
BANKING AND FINANCES
48 (1) The Stewardship Board shall, on behalf of the Association, receive all
moneys paid to the Association and shall ensure after the receipt thereof
that official receipts are issued.
(2) The Stewardship Board shall cause to be opened with such deposittaking
institution as it determines, an account in the name of the
Association into which all moneys received shall be paid as soon as
possible after receipt thereof.
(3) All cheques, drafts, bills of exchange, promissory notes, and other
negotiable instruments shall be signed by such members of the
Stewardship Board or other persons as the Stewardship Board shall
nominate for that purpose.
AUDITOR
49 The Stewardship Board shall appoint an auditor as the Auditor of the
Association.
AUDIT OF ACCOUNTS
50 (1) Once at least in each Financial Year of the Association the accounts of
the Association shall be examined by the auditor.
(2) The auditor shall certify as to the correctness of the accounts of the
Association and shall report thereon to the Stewardship Board.
SECRETARY
51 The Secretary of the Association shall ensure that minutes are kept of the
resolutions and proceedings of each General Meeting of the Association, each
meeting of the Stewardship Board and each meeting of the National
Commission in books provided for that purpose together with a record of the
names of persons present at such meetings.
BY-LAWS
52 The Stewardship Board may from time to time make, repeal and amend any bylaws
relating to the internal management of the Association.
CATHOLIC HEALTH AUSTRALIA INCORPORATED
Association Rules 15
INDEMNITY
53 Every Member of the Association, every delegate of each Member of the
Association, every member of the Stewardship Board, every member of the
National Commission, and agent, auditor, Secretary and other officer for the
time being of the Association shall be indemnified out of the assets of the
Association against any liability incurred by that person in defending any
proceedings whether civil or criminal in which judgement is given in that
person's favour or in which that person is acquitted or in which proceedings are
withdrawn or terminated or in connection with any application under the Act in
which relief is granted to that person by the Court in respect of any negligence
default breach of duty or breach of trust.
ALTERATION OF RULES
54 These Rules may be varied or amended from time to time in accordance with
the Act.
WINDING UP
55 If at any General Meeting of the Association, the Association resolves by a
special resolution, that it be wound up, the Stewardship Board shall thereupon
or at such future date as shall be specified in such resolution proceed to realise
the property of the Association. If there is any surplus assets on realisation such
surplus shall be distributed to another institution with like objects which qualifies
under Section 30-15 of the Income Tax Assessment Act 1997.