Statement of Purposes

To provide Aboriginal and Torres Strait Islander women and children in NSW with a gender specific service which is sensitive to their culturally diverse needs and to provide Aboriginal and Torres Strait Islander women who are victims of violence, with access to appropriate legal representation, advice and referral.

The service will be managed by Aboriginal women, be non profit making and will pay special attention to the needs of economically and socially disadvantaged women and children

1. Name

The name of the Association shall be Wirringa Baiya Aboriginal Women’s Legal Centre (referred to in these rules as “the Association).

2. Object

The objects of the Association shall be:
In relation to Aboriginal and Torres Strait Islander women and children in NSW:

To provide legal advice, information and representation with special concern for victims of violence and sexual assault.
To provide advocacy and support services dealing with violence issues.
To provide community legal education to inform these women of their legal rights, in relation to violence and associated issues.
To initiate and promote research and evaluation of existing laws and legal processes and work towards law reform in areas of relevance.
To work towards the empowerment of these women within the legal system and consequently within society.
To support the principles of the United Nations Convention on the Elimination of all Forms of Discrimination against Women.

3. Membership

a) The members of the Association shall be members of the Association immediately prior to incorporation together with such other people and organisations as the Board of DIrectors admits to membership.

b) Membership is open to Aboriginal and Torres Strait Islander women who accept the objects and rules of the Association.

c) Members have voting rights.

d) Those applying for membership shall have their application nominated by one member.

e) The Board shall determine whether or not to accept an application for membership. The Board is not required to supply reasons for accepting or rejecting an application for membership.

f) A register of members shall be kept by the Association showing the name, address and date of commencement of membership for each member. Provision for noting the cessation of membership shall also be contained in the register.

g) Membership shall cease upon resignation, expulsion, or failure to renew membership within three months of the due date.

h) Membership renewal shall fall due on the first day of the Annual General Meeting of the Association. The financial year of the Association shall run from 1st July to 30th June, or such period as is determined by the committee.

4. Members’ Liability

The members of the Association shall have no liability to contribute towards the payment of debts and liabilities of the Association or the costs, charges and expenses of the winding up of the Association except to the amount of any unpaid membership fees.

5. Disciplining of Members

a) A member may be expelled from membership of the Association (or otherwise disciplined) by the Board, if in the opinion of the Board, after affording the member the opportunity of offering an explanation of her conduct, the conduct is regarded as being detrimental to the Association.

b) A member who wishes to appeal against a decision expelling or otherwise disciplining her may do so by notifying the secretary in writing that she wishes the decision to be reviewed at the next general meeting of the Association.

6. Disputes Between Members

Disputes between members In the event of a dispute arising between members (in their capacity as members), or between a member and the Association, or a member and the Board that relates to the Association, the following procedure shall apply:
a) The disputing parties will advise the Board of Directors in writing of the dispute within 7 days of the dispute arising.

b) Each party of the dispute may nominate a representative who is not directly involved in the dispute. Those representatives shall then assist the disputing parties to settle the dispute by negotiation.

c) Should the nominated representatives be unable to resolve the dispute within 14 days (or such other period as they may agree upon) the dispute shall be referred to a person mutually agreed for mediation.

d) If within 14 days no mediator can be agreed upon to mediate the dispute pursuant to clause 6(c) the dispute shall be referred to a community justice centre for mediation in accordance with the Community Justice Act 1983.

7. Management by committee

a) Board of Directors members must be full members of the Association.

b) The Association shall have its affairs controlled and managed by the office bearers and other members known as the Board. The Board shall act in accordance with any resolution passed by a general meeting of the Association.

c) The office bearers shall be a president, vice president, secretary and treasurer. There shall be other members of the Board as elected at the annual general meeting.

d) The office bearers and other members of the Board shall be elected at each annual general meeting. Any casual vacancy occurring on the committee may be filled by a member appointed by the Board.

e) Each member of the Board shall hold office from the date of their election or appointment until the next annual general meeting.

f) Board members are eligible for re-election to the one office bearing position for a limit of three consecutive years.

g) The Board shall meet as often as necessary to conduct the business of the Association and not less than once in each month.

h) The quorum for meetings of the Board shall be three Board members as elected at the previous annual general meeting or appointed pursuant to clause 7(d).

i) Notice of Board meetings shall be given at the previous Board meeting or by such other means as the Board may decide upon.

j) A member of the Board shall cease to hold office upon resignation in writing; removal as a member of the Association; or absence from three successive Board meetings without approval by the Board.

k) A member of the Board may be removed through a special resolution passed at a general meeting. The Board member shall be given 21 days notice of any special resolution to remove her.

l) The Board may function validly provided its number is not reduced below the quorum. Should Board numbers fall below the quorum the remaining Board members may act only to appoint new Board members.

m) Questions arising at any meeting of the Board shall be decided by the majority of votes of those present. In the case of an equality of votes the person appointed to chair the meeting shall have a second or casting vote.

n) If within half-an-hour of the time appointed for a Board meeting a quorum is not present the meeting shall be dissolved.

o) Additional meetings of the Board may be convened by the president or any two members of the Board.

8. General Meetings

a) An annual general meeting of the Association shall be held each year within six months from the end of the financial year of the Association.

b) The Board may, whenever it thinks fit, convene a general meeting of the Association. A general meeting must be convened by the Board within three months of receiving a written request to do so from at least five per cent of the membership of the Association.

c) At least 21 days notice of all general meetings and notices of motion shall be given to members. In the case of general meetings where a special resolution is to be proposed, notice of the resolution shall be given to members at least 21 days before the meeting.

d) In the case of the annual general meeting the following business shall be transacted:

• confirmation of the minutes of the last general meeting and any recent special general meeting;

• receipt of the Board’s report upon the activities of the Association in the last financial year;

• election of office bearers and other members of the Board;

• receipt and consideration of a statement from the Board which is not misleading and gives a true and fair view for the last financial year of the Association’s:

income and expenditure;
assets and liabilities;
mortgages, charges and other securities; and
trust properties.
e) The quorum for a general meeting shall be five members present in person. If within half-an-hour of the time appointed for a general meeting a quorum is not present the meeting shall be dissolved.

f) Voting at general meetings shall be by a show of hands unless a secret ballot is demanded. Decisions shall be made by a simple majority vote except for those matters which must be decided by special resolution where a three-quarter majority is required.

g) All votes shall be given personally and there shall be no voting proxy.

h) In the case of an equality of votes the person appointed to chair the general meeting shall have a second or casting vote.

i) Nominations of candidates for election as office bearers or other Board members must be made on the official Application for Nomination of Election for Committee form. This form must be signed by two members. A nominee need not be present at the general meeting in order to be elected.

j) Written notice of all general meetings shall be given to members either personally or by post.

k) Members who have items of business they wish considered at a general meeting shall give written notice of such business to the secretary. The secretary shall include that business in the next notice calling a general meeting.

9. Office Bearers

a) The president or, in the president’s absence, the vice president shall act as chairperson at each general meeting and Board of Director’s meeting of the Association.

b) If the president and vice president are absent from a meeting or unwilling to act, the members present at the meeting shall elect one of their number to act as chairperson.

c) The secretary shall ensure that records of the business of the Association including the rules, register members, minutes of all general and committee meetings and a file of correspondence are kept. These records shall be available for inspection by any member and shall be held in the custody of the secretary.

d) The treasurer shall ensure that all money received by the Association is paid into an account in the association’s name. Payments shall be made through a petty cash system or by cheque signed by two signatories authorised by the Board. Major or unusual expenditures shall be authorised in advance by the committee or a general meeting.

e) The treasurer shall ensure that correct books and accounts are kept showing the financial affairs of the Association. These records shall be available for inspection by any member and shall be held in the custody of the treasurer.

10. Special Resolution

a) A special resolution must be passed by a general meeting of the Association to effect the following changes:

to remove a member of the Board;
a change to the Association’s name;
a change to the Associations rules;
a change to the Associations objects;
an amalgamation with another incorporated Association;
to voluntarily wind up the Association and distribute its property; or
to apply for registration as a company or a Co-operative
b) A special resolution shall be passed in the following manner:

a notice must be sent to all members advising that a general meeting is to be held to consider a special resolution;
the notice must give details of the proposed special resolution and give at least 21 days’ notice of the meeting; and
a quorum must be present at the meeting; and
at least three-quarters of those present must vote in favour of the resolution.
c) In situations where it is not possible or practicable for a resolution to be passed as desired above, a request may be made to the Department of Fair Trading for permission to pass the resolution some other way.

11. Public Officer

a) The Board shall ensure that a person is appointed as public officer.

b) The first public officer shall be the person who completed the application for incorporation of the Association.

c) The Board may at any time remove the public officer and appoint a new public officer provided the person appointed is 18 years-of-age or older and a resident of New South Wales.

d) The public officer shall be deemed to have vacated their position in the following circumstances:

death;
resignation;
removal by the Board of Director’s or at a general meeting;
bankruptcy or financial insolvency;
mental illness or incapacity or;
residency outside New South Wales.
e) When a vacancy occurs in the position of public officer the Board shall within 14 days notify the Department of Fair Trading by the prescribed form and appoint a new public officer.

f) The public officer is required to notify the Department of Fair Trading by the prescribed form in the following circumstances:

appointment (within 14 days);
change of residential address (within 14 days);
a change in the Association’s objects or rules (within one month);
of the Association’s financial affairs (within one month after the annual general meeting);
a change of the Association’s name (within one month)
g) The public officer may be an office bearer, Board of Director or any other person regarded as suitable for the position by the Board.

h) The public officer shall keep a register of members of the Board which must:

contain the name and residential address of each Board member and the date on which they became a member of the Board;
be updated within one month of any change taking place; and
be made available for inspection by any person, at all reasonable hours and free of charge.

12. Miscellaneous

a) The Association shall effect and maintain insurance as is required under the Associations Incorporation Act together with any other insurance which may be required by law or regarded as necessary by the Association.

b) The funds of the Association shall be derived from the fees of members donations, grants and such other sources approved by the Association.

c) The common seal of the Association shall be kept in the custody of the secretary and should only be affixed to a document with the approval of the Board. The stamping of the common seal shall be witnessed by the signatures of two members of the Board.

d) In the event that the Association should be wound up or have its incorporation cancelled any surplus property shall be distributed in accordance with the provisions of the Associations Incorporation Act 1984.

e) Service of documents on the Association is effected by serving them on the public officer or by serving them personally on two members of the Board.

f) Notices sent by post shall be deemed to have been received two days after the date of posting.

g) The income and property of the Association shall be used only for promotion of the objects of the Association and shall not be paid or transferred to members by way of dividend, bonus or profit.

h) Out-of-pocket expenses may be repaid to Board members, as approved by the Board.