The Parents and Friends of Pulteney Association Constitution
Table of Contents
Objects of the Association. 2
Achievement of the Objuectives of the Association.......... 4
Expulsion of Members. 7
The Election of the Committee. 8
The Structure of the (Management) Committee. 9
Powers and Duties of the Committee. 10
Appointment of Governor of School 11
Annual General Meetings & Special General Meetings. 12
Voting at a General Meeting. 13
Public Officer 15
Source of Funds. 17
Bank Account 18
Not for profit organisation. 19
Dissolution and Distribution of Assets. 20
Property Not Assignable. 21
Alteration of this Constitution. 22
June 2009 - Draft prepared but later found not to have been registered
2017 - A new draft Constitution but again not registered
March 2018 - Draft prepared by Tony McCarthy in line with Old Scholars
This Draft - Incorporates the 2017 Objectives, Membership and Committee structure into the more comprehensive March 2018 draft
1. The name of the Association is The Parents and Friends of Pulteney.
2. In this Constitution, except where the context is inconsistent, therewith the following words shall have the meanings hereby assigned to them, that is to say:-
Act - shall mean the Associations Incorporation Act 1985
AGM - an Annual General Meeting of the Association
Association - shall mean The Parents and Friends of Pulteney Association
Committee - shall mean the Committee having management of the business of the Association and includes the office bearer positions of President, Vice President, Secretary and Treasurer
Financial member - shall mean any member who is not in arrears with regard to any payment due to the Association under this Constitution
Financial Year - shall mean the period from the 1st day of July to the 30th day of June in the following year
General meeting - shall mean a general meeting of members convened in accordance with this Constitution
Governing Body - shallmean the Board of Pulteney Grammar School
Member - shall mean a person who is a member of the Association under this Constitution
Ordinary Committee Member - shall mean a member of the Committee elected by Members of the Association but not including the President
Parent - shallmean a Parent or Guardian of a young person holding current enrolment at Pulteney Grammar School
School - shall mean Pulteney Grammar School Inc.
School Executive - shall mean those staff positions designated by Pulteney Grammar School as holding an Executive leadership role within the School
Staff - shall mean all individuals holding current employment with Pulteney Grammar School
Student - shallmean the young people holding current enrolment at Pulteney Grammar School
Sub-Committee - shall mean a sub-group of members of the Association specifically appointed by and reporting to the Committee
Objectives of the Association
- The Objectives of the Parents and Friends Association are to:
- Grow and support the community of Pulteney Grammar School;
- Be an active contributor to the fabric and spirit of the School, always acting for the benefit of the School; and
- Give parents and the wider School community a representative voice on matters of interest, and an opportunity to participate in maintaining a strong, vibrant, inclusive, and generous School community
- The Parents and Friends Association will achieve its Objectives through:
- Supporting the School Executive and other Staff to shape the School’s reputation as an inclusive community by welcoming and integrating new families and maintaining the engagement of existing and past families.
- Organising community functions and co-host events with other School stakeholders and special interest groups to support the objectives of the Association.
- Fundraising for initiatives, including those initiatives of the Students, Governing Body, School Executive, Staff, The Pulteney Foundation and other special interest groups that are aligned to the Association’s objectives.
- Providing a constructive and responsive peer forum for parents and friends to raise and discuss issues. Articulate coherent and representative views to the Governing Body and School Executive about matters consistent with the Associations’objectives.
- Continuing to develop the role of the Associationas a key stakeholder in the fabric of the School.
- Doing all such other things as shall be incidental to or in aid of the foregoing objectives.
Achievement of the Objectives of the Association
- The Association shall not:
- Have any control over, or interfere in the conduct or policy of the School.
- Affiliate with any political body.
This is not to preclude the consideration of any issues that are general in mature, which may be discussed and then raised with the Governing Body or School Executive.
- A Parent becomes a Member of the Parent and Friends Association from the commencement of enrolment of his or her child(ren) at the School
- Parents may resign from membership of the Association by giving written notice thereof to the Secretary or Public Officer of the Association.
- Membership is also open to the broader Pulteney Grammar School Community and includes any individual who identifies themselves as a ‘Friend’ of the School and who may, from time to time, advise the Committee of their wish to be involved in and/or notified of activities.
- This includes, but is not limited to:
- Parents and grandparents of past students;
- Grandparents and care givers of current students;
- Current and past staff; and
- A member of the Wider Community who wishes to be engaged with the School to contribute to the Objectives of this Association.
- A person who is a past parent or was engaged as a ‘Friend’ of the Association, is considered to be a member until such time as they resign from membership of the Association by giving written notice thereof to the Secretary or Public Officer of the Association.
- A subscription fee for membership shall be such sum (if any), as the Members shall determine from time to time by the Committee of the Association.
Expulsion of Members
- The Committee may resolve to expel a member upon a charge of misconduct detrimental to the interests of the Association. Particulars of the charge shall be communicated to the member at least one month before the meeting of the Committee at which the matter will be determined. At said meeting, the member shall be given the opportunity to make a written and/or oral submission.
The Election of the Committee
- Any Member of the Parents and Friends Association shall be eligible for election as President or as a member of the Committee.
- The President and Ordinary Members of the Committee shall be elected by a majority ballot of all Members attending the Annual General Meeting.
- To be eligible for election as President or to the Committee, a candidate must lodge with the Secretary prior to an Annual General Meeting a nomination in writing signed by such candidate and seconded by a member of the Association stating in such written nomination the position (President or Ordinary Committee Member) for which such candidate is nominating.
- All Office Bearers shall be elected at the Annual General Meeting and shall hold office until the next Annual General Meeting. While it is desirable for the President not to serve for more than four years, there are no prescribed maximum term for any committee member.
- The Committee shall consist of:-
The Structure of the (Management) Committee
(i) The President, and
(ii) Up to nine (9) ordinary Committee members.
- The office-bearers of the Association shall be:-
(ii) Vice President
- At the first Committee meeting following an AGM, office bearer positions other than the President, will be determined by the members of the Committee from the Ordinary Committee Members. A Committee member may hold up to 2 offices (other than both the President and Vice President).
- Casual vacancies (including vacancies not filled at the Annual General Meeting) shall be filled by the Committee, who shall have the power to co-opt others from the Membership of the Association. Such Committee member shall hold office until the next Annual General Meeting of the Association, and shall be eligible for election as a member of the Committee at the next Annual General Meeting.
- The affairs of the Association shall be managed and controlled by a Committee which, in addition to any powers and authorities conferred by this Constitution, may exercise all such powers and do all such things as are within the objects of the Association and are not, by the Act or by this Constitution, required to be done by the Association at a general meeting.
- A member of the Committee must disclose any direct or indirect pecuniary interest in a contract or proposed contract and shall not be involved in any discussion on the matter or vote with respect to that contract. The members of the Committee shall have due regard to their obligations as such under the Act and must exercise their powers and discharge their duties:-
Powers and Duties of the Committee
(i) With reasonable care and diligence
(ii) In good faith in the best interests of the Association, and
(iii) For a proper purpose.
- The Committee has the management and control of the funds and other property of the Association
- The Committee shall have authority to interpret the meaning of these Clauses and any other matter relating to the affairs of the Association on which this Constitution is silent
- The Committee shall meet whenever it deems necessary, but in any event, at least once in each academic term of each school year, with the Secretary to provide members with a notice of meeting stating the date, time and location, together with an agenda. The meetings of the Committee may be held by way of telephone conference facilities or a similar medium determined by the committee. Any matter which requires the swift approval of the Committee can be voted on by email and then ratified at the next committee meeting.
- A quorum for a meeting of the Committee shall be a majority of the current members of the Committee
- The President or, in the President's absence, the Vice-President, or if the President and the Vice-President are both absent or unable to preside, such other member of the Committee, elected by those present at the Committee meeting, shall preside at that meeting of the Committee
- The Committee may establish Working Parties either as permanent or for a limited time to address a specific issue. All such groups will be chaired by a member of the Committee. At the time it is created, the group will be issued a charter which will define its purpose, composition, period of existence, authority and any other matters the Committee believes would be appropriate.
- In the event of any member of the Committee failing to attend three consecutive Committee meetings without tendering a satisfactory explanation, then the Committee may remove such member from office
- In the event of any member of the Committee having been expelled from membership of the Association, then such member shall cease thereupon to hold office on the Committee
- With regard to all Committee meetings, proxies are not permitted either to establish a quorum or in voting on any matter whether by show of hands or a poll
- Voting at all Committee meetings will be on the basis that:-
(i) Each member has only one vote
(ii) An issue for decision shall be resolved by a majority of members as determined by a show of hands
(iii) If at least three (3) members demand a poll, it must be conducted in a manner specified by the person presiding and the result of the poll is the resolution of the meeting on that question
(iv) In any vote, the presiding Committee member shall have a deliberative as well as a casting vote.
Appointment of Governor of the School
- The Parents and Friends Association has vested in it the authority to nominate two Members of the Association to the Governing Body of Pulteney Grammar School Inc for a period of four years. The Association is to ensure that such nominees are ‘Board Ready’ through the completion of a board training course or board experience. Other skills that may be required by the Governing Body (from time to time), will be taken into account but are not binding on the Association.
- While it is preferable that the selection of the Associations nominee(s) to the Governing Body be widely canvassed and elected by all members of the Association, the Committee can make this decision if circumstances do not support the convening of a general meeting of the Association.
- A Member may be renominated as a Governor provided that such nomination would not result in the Member serving more than 8 consecutive years (as the Association’s nominee) to the Governing Body.
Annual General Meetings
a. There shall be an AGM of the Association to be held within five months of the end of the financial year for the purpose of electing the members of the Committee and for tabling and considering the annual report and financial statements for the preceding financial year, as well as any other business specified in the notice of meeting. All other general meetings of the Association shall be special general meetings.
b. At least fourteen (14) days’ notice of all general meetings of the Association shall be given to members. The notice shall set out where and when the meeting will be held and particulars of the nature and order of the businesses to be transacted at the meeting. If any member wants to have any other matter raised at the AGM, details of the matter must be provided to the committee in writing twenty-eight (28) days prior to the AGM so it can be included on the notice.
The business of the Annual General Meeting shall include:
- The Annual Report of the Committee;
- Presentation of financial statement of the affairs of the Association;
- Election of President and Ordinary Members who will comprise the Committee of the Association;
- Appointment of the Public Officer
- Setting of membership, other subscriptions or fees, as applicable;
- Consideration of any other matter (including directions to the Committee) brought before the meeting in writing 14 days prior to the meeting.
- A Special General Meeting of the Association may be convened at any time by the Committee on its own motion in accordance with Clause 12(b). Also, the President shall, on requisition in writing signed by not less than ten Association members setting forth the objects for which such meeting is desired and lodged with the Association, convene a special general meeting to be held within twenty-eight (28) days for the objects that are set forth in such requisition with the Association covering any costs incurred in calling and conducting said meeting. In case the President shall not convene such special general meeting within fourteen (14) days of such requisition being so lodged with the Association, it shall be lawful for the members signing such requisition themselves to convene such meeting in accordance with Clause 12(b) and for that purpose the Committee shall provide all necessary assistance to the requisitioning members, with any reasonable costs incurred to convene the meeting to be borne by the Association.
- It shall not be competent for any general meeting to entertain or transact any business except such as shall have been notified pursuant to Clause 12(b)
- The President or, in the President's absence, the Vice-President, or if the President and the Vice-President are both absent or unable to preside, such other financial member, elected by those present at the meeting shall preside at that meeting
- At all General Meetings of the Association fifteen (15) Members shall form a quorum. In the case of a meeting at which it is proposed to modify this Constitution under Clause 22, twenty (20) Members shall form a quorum.
- If within 30 minutes after the time appointed for the meeting, a quorum of members is not present, a meeting convened upon the requisition of members shall lapse. In any other case, the person presiding shall reschedule the meeting which will be, as close as practical, on the same day in the following week, at the same time and place. If at such adjourned meeting, a quorum is not present within 30 minutes of the time appointed for the meeting, the members present (if not less than five (5)) shall form a quorum.
Voting at a General Meeting
a. Every member of the Association has only one vote
b. A question for decision at a general meeting shall be determined by a majority of members who voted in person at that meeting
c. Unless a poll is demanded by at least three (3) members, a question for decision at a general meeting must be determined by a show of hands
d. If a poll is demanded, it must be conducted in a manner specified by the person presiding and the result of the poll is the resolution of the meeting on that question
e. In any vote, the presiding member shall have a deliberative as well as a casting vote
f. With regard to all General meetings, proxies are not permitted either to establish a quorum or in voting on any matter whether by show of hands or a poll.
a. A Secretary shall be appointed by the Committee to undertake all secretarial tasks for the Committee and the Association
b. The Secretary should be a member of the Committee or of the Association
a. A Public Officer shall be appointed by the Committee to undertake all duties of a Public Officer under the Act on behalf of the Association
b. The Public Officer must be a member of the Association, be a resident of South Australia, but need not be a member of the Committee
c. The Public Officer's remuneration shall be such amount (if any) as the Committee may determine from time to time.
a. A Treasurer shall be appointed by the Committee and shall receive all moneys paid to or received by the Association on behalf of the Association
b. The Treasurer shall present a financial report at all committee meetings and at the AGM
c. The Treasurer must be a member of the Committee
Source of Funds
a. The funds of the Association may be derived from:-
(i) Joining fees (if levered)
(ii) Annual subscriptions
(iv) Fund-raising activities and events
(viii) Any other sources approved by the Committee.
a. The Committee may open and maintain such bank account or accounts as it deems fit
b. The Committee shall authorize such members of the Committee as it sees fit to be signatories of such bank accounts and all payments shall be made under order of the Committee by cheque or electronic bank transfer, authorised by any two of such persons duly authorized by the Committee
c. All moneys received by the Treasurer shall be paid into the appropriate banking account of the Association to be kept at such bank as may be determined by the Committee from time to time.
Not for Profit Organisation
a. The Association must not distribute any surplus, income or assets directly or indirectly to its members
b. This Clause does not prevent the Association from paying a member:-
(i) Reimbursement for expenses properly incurred by the member; or
(ii) For goods or services provided by the member
if this is done in good faith on terms no more favourable than if the member was not a member.
Dissolution and Distribution of Assets
a. The Association shall not be dissolved unless at a general meeting of the members of the Association, not less than two-thirds of the Financial Members of the Association, present in person at such meeting, shall resolve to do so via a poll
b. No such poll shall be taken except after sixty (60) days’ notice to Members of the intention to take such poll
c. In the event that the Association is dissolved, the net assets after satisfaction of all debts and other liabilities of the Association shall be transferred to the School.
Property Not Assignable
21. No person shall by reason of membership of the Association, have any right or interest by operation of law or otherwise in any of the property of the Association.
Alteration of this Constitution
22. This Constitution shall form the basis of the Association and shall not be modified (repealed, altered or new Clauses added) save by the authority of a special resolution put to the members at an Annual or Special General Meeting of the Association where at least twenty one (21) days’ notice shall have been given and that the resolution, in which details of the proposed modifications are provided, is passed by a majority of not less than two-thirds of such members of the Association as, being entitled to do so, vote in person at that meeting.