THE ARQRV CONSTITUTION

The Constitution which follows was approved by special resolution at a General Meeting of the ARQRV held on 17th July 2003. With some amendments it was again approved by special resolution of the AGM held in Maroochydore on 22 September 2003. At the request of the Department of Fair Trading some mandatory additions were made and approved by special resolution of the AGM held in Bundaberg on the 27th September 2004. This Constitution was registered under the Associations Incorporation Act 1981 on the 15th October 2004. A certificate to this effect follows the text of the Constitution.

THE ASSOCIATION OF RESIDENTS OF QUEENSLAND RETIREMENT VILLAGES (INC.)

CONSTITUTION

1.          NAME

The name of this incorporated association shall be "THE ASSOCIATION OF RESIDENTS OF QUEENSLAND RETIREMENT VILLAGES INC." abbreviated to ARQRV and hereinafter referred to as "THE ASSOCIATION".

2.         OBJECTS

The objects of the Association shall be:

(i) To advance and protect the interests of residents of retirement villages located in Queensland.

(ii) To act as an advocate on behalf of residents of retirement villages and to canvass issues affecting their welfare.

(iii) To encourage residents to become involved through their ARQRV branches and/or village residents committee in concerns affecting their general welfare and finances.

(iv) To examine, advise and/or act upon matters referred to the Association by ARQRV branches and/or village residents committees and/or residents.

(v) To maintain the Association as non-sectarian and non-party political in all its activities.

(vi) To remain financially and constitutionally independent from bodies involved in the development and/or management of retirement villages.

3.          POWERS

The powers of the Association shall be­

(i) To invest any money of the Association not immediately required in such manner as may from time to time be thought appropriate.

(ii) To accept any gift or bequest whether subject to any special trust or not, for anyone or more of the Objects of the Association.

(iii) To take such steps as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Association, in the shape of donations, grants, annual subscriptions or any other legal gift or bequest.

(iv) To print or publish any newspapers, articles, periodicals books, website or leaflets that the Association may think desirable for the promotion of its Objects.

4.          MEMBERSHIP

Membership shall be regulated as set out in the following rules:

4.1  CLASSES
The Association shall consist of the following classes of membership ­

(i) Ordinary member - any retirement village "resident" within the meaning of Section 9 of the Queensland Retirement Villages Act 1999 and who has not previously been expelled. The number of ordinary members shall be unlimited.

(ii) Life Member - any person (member or not) nominated by the Executive, and elected by a simple majority at a General Meeting who has made a significant contribution to the Objects of the Association. Such Life Member shall be entitled to all the rights and privileges of membership provided for ordinary members without payment of annual subscription. The number of Honorary Life Members shall not exceed five (5) members.

(iii) Patron - on nomination by the Executive a Patron may be appointed by a General Meeting of members for such term as the general Meeting may determine. An appointed Patron shall have all the rights and privileges of membership without payment of annual subscription.

4.2  APPLICATION
Any application for membership of the Association shall be made in writing and shall be in the form prescribed by the Executive. No proposer is required and each application shall be accompanied by a subscription for one year.

4.2. 1 TERMINATION
Termination of membership shall be advised by the Secretary in writing and shall occur when ­

(i) A member resigns from the Association.

(ii) If a members subscription is six months overdue.

(iii) A member is deemed by the Executive Committee to have contravened this constitution and is expelled by a special resolution conducted as a secret ballot at a General Meeting called for that purpose. . At such a General Meeting the member will be afforded every opportunity to present their case why their membership should not be terminated. There shall be no appeal from a General Meeting's decision to terminate membership.

4.3  ENTITLEMENTS AND RESPONSIBILITIES
Each financial member shall

(i) be entitled to receive notice of, and to attend and vote at General Meetings of the Association. Each such member shall have one vote.

(ii) ensure that particulars of his address for correspondence and any changes thereto from time to time shall be advised to the Secretary.

4.4   SUBSCRIPTIONS
Subscriptions for Ordinary Members shall be paid at a rate determined from time to time by the Association at a General Meeting. Membership fees shall fall due on the first day of each calendar year but members joining after 1st October shall be covered for the remainder of that calendar year and all of the next calendar year.

4.5   REGISTER
(i) A register of members shall be kept showing the name and address of all members who are financial.

(ii) The register shall be open for inspection at all reasonable times by any member upon application to the Secretary. No copy of the register shall be supplied without the prior approval of the Executive Committee who shall be empowered to impose any conditions they consider reasonable and appropriate.

5.            EXECUTIVE                                                                                                                                                

The Executive Committee shall meet where a majority of the Executive Committee decides.

5.1 AUTHORITY
The Executive of the Association, subject always to the provisions of the Associations Incorporation Act and this constitution shall

(i) have the general control and management of the administration of the affairs, property and funds of the Association; and

(ii) have authority to interpret the meaning of any part of this constitution and any matter relating to the Association on which this constitution is silent; providing always that where this Constitution is silent on any matter the Model Rules of the Associations Incorporation Act shall apply and where any provision of this Constitution is inconsistent with those Model Rules the Model Rules shall prevail

(iii) exercise all the Powers of the Association; and

(iv) provide for the safe custody of all books, documents, and instruments of title of the Association.
 

5.2 OFFICE BEARERS
The Executive shall consist of a President, two (2) Vice Presidents, Secretary, Treasurer and up to five (5) other members. It is to be noted that under the Associations Incorporation Act the Secretary is not required to be a member of the Association.

5. 2. 1  DUTIES
The duties of the specified office bearers of the Executive shall be ­

(i) The President shall be the spokesperson for the Association and, if available, chair all meetings.

(ii) The Secretary shall cause full and accurate minutes of all questions, resolutions and other proceedings of every Executive Meeting and General Meeting to be entered in a book to be open for inspection at all reasonable times by any financial member who previously applies to the Secretary for that inspection. For the purposes of ensuring the accuracy of the recording of such minutes, the minutes of every Executive Meeting shall be signed by the Chairman of that meeting or the Chairman of the next succeeding General Meeting or Annual General Meeting.

(iii) The Treasurer shall be responsible for the keeping and maintenance of proper books of account, correctly showing the financial affairs of the Association.

(iii) The Executive Committee must ensure the safe custody of books, documents, Instruments of title and securities of the Association.

5.2. 2   ELECTION
Members of the Executive shall be elected at each Annual General Meeting and shall hold office until the date of the next Annual General Meeting. The procedure to be adopted for the election of office bearers of the Executive shall be­:

(i) at an Annual General Meeting all members of the Executive shall retire from office, but shall be eligible for re-election.

(ii) Nomination for office, which shall be in writing and signed by the nominee, his proposer and seconder, shall be lodged with the Secretary at least 14 days before the Annual General Meeting.

(iii) All contested elections of office bearers shall be by secret ballot.

(iv) Should, at the commencement of such Annual General Meeting, there be insufficient numbers of candidates nominated, those nominated in accordance with Section 5. 2. 2. (ii) shall be declared elected and additional nominations may be taken from the floor of the meeting to fill remaining vacancies.

5.2. 3  VACANCY
The Executive has the power to appoint any time any financial member of the Association to fill any casual vacancy as may occur on the Executive from time to time, until the next Annual General Meeting.

5.2.4    RESIGNATION
Any member may resign from the Executive by giving notice in writing to the Secretary.

5.2. 5   REMOVAL FROM OFFICE
Any member of the Executive may be removed from office at a General meeting of the Association, where that member shall be given the opportunity to fully present his case. The matter of removal shall be determined by a secret ballot, and there shall be no appeal against the result of the ballot.

5.3     MEETINGS
The Executive shall meet as often as necessary to conduct the business of the Association and not less than once each two months.

5.3. 1    NOT1CE
Notice of regular meetings shall be given at the previous Executive meeting. This does not preclude the President from calling a hitherto unscheduled Executive Meeting by giving all Executive Committee seven (7) days written notice.

5.3.2     QUORUM
At all meetings of the Executive Committee, the quorum shall be one half of the number of members elected at the previous Annual General Meeting. If within half an hour of the time appointed for the start of an Executive meeting, a quorum is not present, the meeting shall be dissolved. The Executive may function validly PROVIDED its number is not reduced below a quorum. Should Executive numbers fall below a quorum, the remaining Executive members may act only to appoint new Executive members, or for the purpose of convening a General Meeting of the Association.

5.3.3SPECIAL MEETINGS
A Special Meeting of the executive may be convened by the President or any two (2) members of the Executive. Such notice shall clearly state the reasons such a special meeting is convened.

5.3.4     CHAIRMAN
The Chairman of all meetings (Executive, general, special, annual general meetings) shall be the president, or in his absence, a Vice-President or any member elected by and from the financial members present.

5.3. 5    VOTING
The Executive may meet together and regulate its proceedings as it thinks fit; PROVIDED that questions arising shall be decided in a manner consistent with this constitution and by a majority vote. In the case of an equality of votes, the person in the Chair shall have a second or casting vote.

5.3.6    SUB-COMMITTEES
Sub-committees may be formed to deal with specified needs as and when they arise. All sub-committees must include at least one member of the Executive.

5.3.7    POWER
Any sub-committee so formed shall exercise only those powers delegated to it by the executive, and shall report to the Executive at each meeting of the Executive.

5.3.8   AUTHORITY

Sub-committees shall not incur debts, enter contracts or make public statements without the prior approval of the executive.

6.            MEETINGS                                                                                                                                               

There shall be three (3) classes of meetings - General, Special and Annual General Meetings.

6. 1      GENERAL MEETINGS
General meetings shall be held at a time and place to be determined by the Executive. Notice shall be given by inclusion in the Association’s newsletter.

6. 1. 1   NOTICE
At least 14 days notice of meeting and notice of motion shall be given to all members; PROVIDED that notice of a special resolution is given 21 days before the meeting. Notices shall be given and shall clearly state the business for discussion at that meeting.

6. 1. 2   CHAIRMAN
The President or, in his absence, a Vice President or financial member elected from members present at that meeting shall act as Chairman, and shall conduct the meeting in a proper and orderly manner. The Chairman shall subsequently endorse the minutes of the meeting as specified in Section 5. 2. 1 (ii) above.

6. 1. 3   QUORUM
A quorum shall consist of at least ten (10) financial members in addition to at least half of the elected members of the Executive. No business shall be conducted without a quorum and should a quorum not be present within half-an-hour of the starting time set down for the meeting, the meeting shall be dissolved, and a further General Meeting shall be convened at a later date. The members present at such later meeting shall be deemed to form a quorum.

6. 1. 4   VOTING
Voting shall be by a show of hands unless a secret ballot is required or requested. Decisions shall be made by a majority vote PROVIDED that where a matter must be decided by special resolution a majority of 75% of those present and eligible to vote is required. Every financial member present shall be entitled to one (I) vote.

6. 1. 5 Proxy votes will not be accepted at ordinary General Meetings

6. 1.6   SPECIAL RESOLUTION
A Special Resolution must be passed by a general meeting of the Association to effect the following changes ­

(i) a change in the Association's name.

(ii) a change in the Association's rules.

(iii) a change in the Association's objects.

(iv) an amalgamation with another incorporated Association.

(v) to voluntarily wind up the Association and distribution of its property.

(vi) to expel a member

6.1.7    PROCEDURE

The following procedure shall be adopted to pass the special resolution ­

(i) a notice must be given to all members advising that a general meeting is to be held to

consider a special resolution. This may be done via the newsletter.

(ii) the notice must give details of the proposed special resolution and give at least 21 days

notice of the meeting.

(iii) a quorum must be present at this meeting.

(iv) a majority of at least three-quarters (75%) of those present and entitled to vote must vote in favour of the resolution.

6.2       SPECIAL GENERAL MEETING

A Special General Meeting shall be convened­

(i) when directed by the Executive.

(ii) within two (2) months of receiving a written request to do so from at least two hundred (200) financial members of the Association.

6. 2. 1    BUSINESS
No business other than that for which the meeting is convened shall be dealt with at this Special General Meeting.

6.3       ANNUAL GENERAL MEETING

6. 3. 1  BUSINESS
Business to be transacted at each Annual General Meeting shall include ­

(i) Confirmation of the minutes of the previous Annual General Meeting and any Special Meeting held since the date of that Annual general Meeting.

(ii) Receipt of the President's annual general report.

(iii) Receipt of the Treasurer's annual report.

(iv) Receipt of the Auditor's report for the preceding financial year.

(v) Election of members of the Executive.

(vi) Appointment of the Auditor.

(vii) General Business as directed by the Executive.

6.3.2  PROCEDURE
The Annual General Meeting shall be conducted along the lines of General Meetings (see 6. 1)

6.3.3  PROXY VOTING
Proxy votes shall be accepted on the prescribed form by the Secretary up to seven (7) days prior to the date of the Annual General Meeting. Each member of the Association shall be limited to exercising not more than two (2) proxy votes in addition to their own vote. Non members of association shall not be permitted to exercise proxy votes except by way of a Power of Attorney and then only in respect of the financial member who has given them Power of Attorney.

6.3.4  POSTAL VOTING
Postal voting shall not be used to determine any Association business.

7.           BRANCHES                                                                                                                                             

Branches shall be recognized where ten (10) or more members of the association in a location in Queensland seek approval by the Executive.

7.1   RULES
All Branches shall abide by the constitution of the association but shall be independent and autonomous organizations.

7.2   NAME OF BRANCH
All Branches shall retain the name "The Association of Residents of Queensland Retirement Villages" and shall add " Branch" to the name of the Association.

7.3   MEETINGS
Branches may hold regular meetings, keep proper minutes and financial records and preserve the goodwill of the association's name.

7.4   BRANCH MEETINGS
Branches shall not speak on behalf of or purport to express the view of the Association without the prior written approval of the Executive Committee. Branches may speak on their own behalf.

7.5   SUBSCRIPTIONS
Branches may collect contributions for their own local purposes IN ADDITION to the annual subscriptions at the prescribed rate as determined by the Executive Committee from time to time.

7.6   TERMINATING BRANCHES
Branches shall not be dissolved, disbanded or terminated except by a resolution of the branch itself or by a special resolution of a General Meeting of the Association called for that purpose.

8.          GENERAL

8. 1   ALTERATION TO THE CONSTITUTION
Subject to the provisions of the Associations Incorporation Act, these rules may be amended, rescinded or added to from time to time by a special resolution carried at a General Meeting; PROVIDED that no such amendment, rescission or addition shall be valid unless the same shall have been previously submitted to and is registered by the Chief Executive Officer of the Department of Tourism, Racing and Fair Trading.

8.2   VOLUNTARY WINDING-UP
The Association may be wound up by a special resolution of the members at any general meeting; PROVIDED that a quorum can be assembled. If it is not possible to assemble a quorum, the winding-up shall proceed in accordance with the provisions of the Associations Incorporations Act 1981.

8.2. 1    DISTRIBUTION OF ASSETS
If the Association shall be wound up, voluntarily or otherwise, in accordance with the provisions of the Associations Incorporations Act 1981, and there remains, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed amongst the members of the Association, but shall be given or transferred to some other institution or institutions having objects similar to the objects of the association, such institution or institutions, to be determined by the members of the association.

8.3       FUNDS AND ACCOUNTS
The funds and accounts shall be governed by the following rules­

8.3. 1   BANK
The Treasurer shall open and maintain an account with the Commonwealth Bank of Australia in the Association's name and all Association income shall be deposited in the bank as soon as practicable after receipt.

8.3. 2    USE OF ASSOCIATION FUNDS
The income and property of the Association must be used solely in promoting the Association's Objects and exercising the Association's powers. No portion shall be paid to any member by way of profit or salary; PROVIDED that out-of-pocket expenses advanced by a member to the Association shall be refunded to that member following approval by the Executive Committee.

8.4      PAYMENTS
A negotiable instrument issued by the Association by any two of the following Association members: (a) President; (b) Secretary; (c) Treasurer; (d) another member approved by the Association’s Executive Committee. All cheques shall be crossed “not negotiable”.

8.4. 1   RATIFICATION
All expenditure shall be approved and ratified at an Executive meeting; PROVIDED that all expenditure in excess of $500 shall be authorized in advance by the Executive or at a General Meeting.

8.4. 2   FINANCIAL YEAR
The financial year of the association shall close on 30th June in each year.

8.4.3   STATEMENTS
As soon as practicable after the end of each financial year the Treasurer shall cause to be prepared a statement containing the particulars of­::

(i) the income and expenditure for the financial year just ended; and

(ii) the assets and liabilities of the Association at the close of that year.

8.4.4   AUDIT
All such statements shall be examined by the Auditor who shall present his report upon such audit to the Secretary prior to the holding of the Annual General Meeting next following the financial year in respect of which such audit was made.

8.5    COMMON SEAL
The Executive Committee must ensure the Association has a Common Seal.

8.5.1 The common seal must be kept securely by the Executive Committee.

8.5.2 The Common Seal shall only be used with the authority of the Executive Committee.

8.6    SIGNATORIES
Every instrument to which the Common Seal is affixed shall be signed by the Secretary and one other member of the Executive Committee