Constitution - 23 December 1999

Approved by the Office of Fair Trading 7 August 2001 Amendments approved by the Office of Fair Trading 12 February 2010

RSPCA Queensland Constitution September 2009

MAY 2001

CONSTITUTION

Incorporated 23 December 1999

The Royal Society for the Prevent ion of Cruel ty to Animals , Queensland Inc.

TABLE OF CONTENTS Approved by the Office of Fair Trading 7/8/2001 – document #2463882 Amendments approved by the Office of Fair Trading 12/2/10 – document #3191445 1. NAME.......................................................................................................................................................................4

2. AIMS AND OBJECTS............................................................................................................................................4

3. POWERS .................................................................................................................................................................5

4. DEFINITIONS AND INTERPRETATION .........................................................................................................6

5. CLASSES OF MEMBERS.....................................................................................................................................6

6. MEMBERSHIP .......................................................................................................................................................7

7. MEMBERSHIP FEES ............................................................................................................................................7

8. ADMISSION AND REJECTION OF MEMBERS..............................................................................................7

9. TERMINATION OF MEMBERSHIP ..................................................................................................................8

10. APPEAL AGAINST REJECTION OR TERMINATION OF MEMBERSHIP...............................................8

11. REGISTER OF MEMBERS ..................................................................................................................................9

12. SECRETARY ..........................................................................................................................................................9

13. BOARD ....................................................................................................................................................................9

14. RESIGNATION OR REMOVAL FROM OFFICE OF A MEMBER OF THE BOARD .............................12

15. VACANCIES ON THE BOARD .........................................................................................................................12

16. DUTIES AND POWERS OF THE BOARD.......................................................................................................12

17. MEETINGS OF THE BOARD............................................................................................................................13

18. DELEGATION OF POWERS OF THE BOARD..............................................................................................14

19. CHIEF EXECUTIVE OFFICER ........................................................................................................................14

20. ACTS NOT AFFECTED BY DEFECTS OR DISQUALIFICATIONS ..........................................................14

21. RESOLUTIONS OF THE BOARD WITHOUT MEETING............................................................................15

22. ANNUAL GENERAL MEETING.......................................................................................................................15

23. BUSINESS TO BE TRANSACTED AT ANNUAL GENERAL MEETINGS ................................................15

24. SPECIAL GENERAL MEETING.......................................................................................................................15

25. QUORUM AT GENERAL MEETING...............................................................................................................15

26. NOTICE OF GENERAL MEETING..................................................................................................................16

27. PROCEDURE AT GENERAL MEETING ........................................................................................................16

Incorporated 23 December, 1999 2


28. BY-LAWS ..............................................................................................................................................................18

29. FUNDS AND ACCOUNTS ..................................................................................................................................18

30. FINANCIAL YEAR..............................................................................................................................................18

31. BRANCHES...........................................................................................................................................................19

32. GOVERNANCE OF BRANCHES ......................................................................................................................19

33. CONTROL OF BRANCH FUNDS .....................................................................................................................19

34. AUDIT OF BRANCH FUNDS.............................................................................................................................19

35. CLOSURE OF A BRANCH.................................................................................................................................19

36. PROCEDURE FOR CLOSURE OF A BRANCH .............................................................................................20

37. ALTERATION OF SOCIETY RULES ..............................................................................................................20

38. COMMON SEAL..................................................................................................................................................20

39. INDEMNITY .........................................................................................................................................................20

40. DISTRIBUTION OF SURPLUS ASSETS TO ANOTHER ENTITY..............................................................20



1. NAME

The name of the incorporated association shall be the Royal Society for the Prevention of Cruelty to Animals, Queensland Inc. (in these Rules called ‘the Society’).

2. AIMS AND OBJECTS

2.1 The mission of the society is : helping animals; enlightening people; and changing lives. The objects of the Society are to prevent cruelty to animals by enforcing the existing laws, by procuring the passage of such further legislation as may be thought expedient, by executing and sustaining an intelligent public opinion in this regard and by doing all things conducive and incidental to the attainment of the following objects, and in particular:

Helping Animals

(a) To conduct, manage, operate or encourage and subsidise clinics, hospitals, homes and shelters for the care, treatment, maintenance and protection of animals, and to acquire and conduct ambulance and other means of transport for animals;

(b) To take such steps by personal or written appeals, public meetings, electronic means or otherwise, as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Society, as donations or otherwise;

(c) In furtherance of the objects of the Society to amalgamate with any companies, institutions, societies or associations having objects altogether or in part similar to those of the Society;

Enlightening People

(d) To take such steps and do such things as may be necessary or advisable to educate and enlighten all persons in the community with regard to the humane treatment of animals;

(e) To prepare and diffuse information as to the care, protection and treatment of animals, by the publishing and circulating through a range of communication media.

Changing Lives

(f) To take such steps as to provide support and care for the animals of people in difficult circumstances to relieve personal suffering.

2.2 To establish and support, or aid in the establishment and support of associations, institutions, funds, trusts and conveniences calculated to benefit employees or the dependants of employees, to grant pensions and allowances, to make payments towards insurance and to subscribe or guarantee money for charitable or benevolent objects for any exhibition or for any public, general or useful object, in accordance with the mission, policies and aims of the Society.



3. POWERS

3.1 The Society has, in the exercise of its affairs, all the powers of an individual.

3.2 The Society may, for example:

(a) enter into contracts (including contracts for the supply and acquisition of goods and services); and

(b) acquire, hold, deal with and dispose of property; and

(c) make charges for services and facilities it supplies; and

(d) do other things necessary or convenient to be done in carrying out its affairs.

3.3 The Society may take over the funds and other assets and liabilities of the present association incorporated by letters patent and known as ‘Royal Society for the Prevention of Cruelty to Animals, Queensland’.

3.4 The Society may issue secured and unsecured notes, debentures and debenture stock for the Society.

3.5 The Society may purchase, take on lease or in exchange, hire or otherwise acquire any lands, buildings, easements or property, real and personal and any rights or privileges which may be requisite for the purposes of or capable of being conveniently used in connection with any of the objects of the Society;

3.6 The Society may borrow or raise or secure the payment of money by way of mortgage or in such a manner as the Society may think fit and to secure the same or the repayment or performance of any debt, liability, contract, guarantee or other engagement incurred or to be entered into by the Society in any way;

3.7 The Society may accept gifts whether by way of monies, bequests of property, real or personal or otherwise and to issue any receipts required therefore;

3.8 The Society may make, draw, accept endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading and other negotiable or transferable instruments;

3.9 In furtherance of the objects of the Society, the Society may sell, improve, manage, develop, exchange, lease, dispose of, turn to account, or otherwise deal with all or any part of the property and rights of the Society;

3.10 The Society may take or hold mortgages, liens and charges to secure payment of the purchase price, of any unpaid balance of the purchase price, of any part of the Society’s property of whatsoever kind sold by the Society on any money due to the Society from purchasers and others;

3.11 The Society may invest and deal with the money of the Society, not immediately required, in such manner as from time to time thought fit;

3.12 The Society may take, or otherwise acquire and hold securities of any other corporation;

3.13 The Society may enter into any arrangement with any government or authority that may seem conducive to the Society’s objects, or any of them and to obtain from such government or authority any rights, privileges and concessions that the Society think it desirable to obtain, and to carry out, exercise, and comply with, any such arrangements, rights, privileges and concessions;

3.14 The Society may appoint agents and attorneys.



4. DEFINITIONS AND INTERPRETATION

4.1 In these Rules, unless the contrary intention appears:

‘Act’ means the Associations Incorporation Act 1981;

‘Branch’ means a group of members within a local area approved by the Board to promote the Society and assist in the conduct of its activities in accordance with the rules and by-laws of the Society;

‘business day’ means Monday to Friday inclusive, except public holidays in Queensland;

‘Board’ means the management committee or governing body of the Society constituted in accordance with these Rules;

‘general meeting’ means a general meeting of the members convened in accordance with these Rules;

‘person’ means a natural person;

‘Returning Officer’ means an officer appointed in accordance with Rule 13.8;

‘Rules’ means the rules of RSPCA (Queensland) Incorporated as amended from time to time;

‘Secretary’ means a person appointed by the Board in accordance with Rule 12.

4.2 In the interpretation of these Rules, words signifying the singular number include the plural number and words signifying the masculine gender include the feminine gender.

4.3 These rules are a complete set of the Rules for the Society. Matters not provided for under these Rules, but which are provided for under the model rules in the Association’s Incorporation Act 1982 do not apply to the Society.

5. CLASSES OF MEMBERS

5.1 The membership of the Society shall consist of ordinary annual members (who shall have one vote each), and any of the following other classes of members:

(a) life members, being persons who have contributed on their own behalf in one donation to the Society an amount fixed from time to time by the Board, who shall have one vote each;

(b) honorary life members, being persons elected by the Board from time to time on the grounds that they have made a major contribution to the objects of the Society, who shall have one vote each; and

(c) junior members, being persons under the age of eighteen years, who shall not have a vote.

(d) Joint members, being any two people who are both aged 18 or over and who live together at the same address as partners.

5.2 The number of members of the Society shall be unlimited.



6. MEMBERSHIP

6.1 Every person who at the date of incorporation of the Society was a member of the Royal Society for the Prevention of Cruelty to Animals, Queensland and who on or before a date fixed by the Board for the purpose, agrees in writing to become a member of the Society, shall be admitted by the Board to the same class of membership as that member held previously.

6.2 Every member of the Society who, prior to agreeing to become a member of the Society, has paid the member’s subscription on or before the date fixed by the Board for the purpose as a member of the Royal Society for the Prevention of Cruelty of Animals, Queensland, shall not be liable to pay any further sum by way of annual subscription to the Society for the period before the date fixed by the Board as the date the next annual subscription becomes due.

6.3 Any applicant for any class of membership, except junior membership of the Society and other than the members of the Royal Society for the Prevention of Cruelty to Animals, Queensland referred to in Rule 6.1 shall be proposed by one member of the Society and seconded by another member of the Society.

6.4 The application for membership shall be made in writing, signed by the applicant and the applicant’s proposer and seconder and shall be in such form as the Board from time to time prescribes. An applicant under the age of eighteen years who applies for junior membership shall be made by application in writing signed by the applicant, in such form as the Board from time to time prescribes and shall not require a proposer and/or a seconder.

6.5 A financial member of the Society is a member who does not owe an annual subscription, levy or other amount to the Society.

7. MEMBERSHIP FEES

7.1 The membership fees for each class of membership shall be such sum as the Board shall from time to time at any general meeting so determine.

7.2 The membership fees for each class of membership shall be payable at such time and in such manner as the Board shall from time to time determine.

8. ADMISSION AND REJECTION OF MEMBERS

At the next meeting of the Board after the receipt of any application and the fee applicable for any class of membership, such application shall be considered by the Board, which shall thereupon determine upon the admission or rejection of the applicant.

The Board may reject an application if a person has been convicted of an indictable offence or an offence against animals.

8.1 Any applicant who receives a majority of the votes of the members of the Board present at the meeting at which such application is being considered shall be accepted as a member to the class of membership applied for.

8.2 Upon the acceptance or rejection of an application for any class of membership the Secretary shall forthwith give the applicant notice in writing of such acceptance or rejection.



8.3 Upon becoming a member of the Society each member shall be deemed to have agreed to

be bound by these Rules, provided that no member shall be able to vote upon any matter under these Rules until a period of two calendar months has elapsed from the date upon which membership has been conferred by the Board.

9. TERMINATION OF MEMBERSHIP

9.1 A member may resign from the Society at any time by giving notice in writing to the Secretary.

9.2 Such resignation shall take effect at the time such notice is received by the Secretary unless a later date is specified in the notice when it shall take effect on that later date.

9.3 Membership shall cease if:

(a) the member dies;

(b) the member resigns by written notice;

(c) the member’s membership fees are in arrears for a period of 3 months or more;

(d) the membership is not renewed or is cancelled in accordance with these Rules.

9.4 The Board may terminate a member’s membership immediately, if a member:

(a) is convicted of an indictable offence or an offence against animals; or

(b) fails to comply with any of the provisions of these Rules; or

(c) conducts himself or herself in a manner considered to be injurious or prejudicial to the interests of the Society; or

(d) has while a member of the Society expressed views or acted in a manner inconsistent with or detrimental to the aims and objects or expressed policy of the Society; or

(e) makes or has made or caused to be made or published false, unfair, extravagant, fraudulent, derogatory statements concerning the Society or its activities or its Board, Office Bearers or staff in the performance of their duties.

9.5 Rule 9.4(e) above shall not be interpreted so as to prevent fair and honest criticism, nor shall it apply to any written material forwarded solely to the Board for its attention, nor shall it apply to matters raised in good faith at a general meeting of the Society.

9.6 The member concerned shall be given a full and fair opportunity of presenting the member’s case to the Board prior to the Board taking any action under rule 9.4, and if the Board resolves to terminate the membership, it shall instruct the Secretary to advise the member in writing accordingly. The Board will provide written reasons for termination.

10. APPEAL AGAINST REJECTION OR TERMINATION OF MEMBERSHIP

10.1 Any person whose application for membership has been rejected or whose membership has been terminated, may, within 1 month of receiving written notification thereof, lodge with the Secretary written notice of the person’s intention to appeal against the decision of the Board.

10.2 Upon receipt of a notification of intention to appeal against rejection or termination of membership, the Secretary shall convene, within 3 months of the date of receipt by the Secretary of such notice, a general meeting to determine the appeal.



10.3 At any such general meeting the aggrieved applicant or member shall be given the

opportunity to fully present their case and the Board or those members of the Board who rejected the application for membership or terminated the membership, shall have the opportunity of presenting their case.

10.4 The appeal shall be determined by a simple majority vote of the members at the general meeting.

10.5 Where a person whose application is rejected, does not appeal against the decision of the Board within the time prescribed by these rules, or so appeals but the appeal is unsuccessful, the Secretary shall refund the amount of any application fee paid.

11. REGISTER OF MEMBERS

11.1 The Board shall cause a register to be kept in which shall be entered the names and residential addresses of all persons admitted to membership of the Society as well as the dates and class of their admission.

11.2 Particulars shall also be entered into the register of any deaths, resignations, terminations and reinstatements of membership, and any further particulars as the Board may require from time to time.

11.3 The register shall be open for inspection at all reasonable times by any member who provides at least 2 clear business days notice to the Secretary for such inspection.

12. SECRETARY

12.1 The Secretary shall be responsible for taking the minutes of meetings of the Society, the maintenance of the Society’s membership and other records and the performance of other duties commonly discharged by secretaries of incorporated associations and charitable organisations.

12.2 The Board may appoint and remove the Secretary at any time.

12.3 The Board may appoint the Chief Executive Officer of the Society (whether the Chief Executive Officer is a member or not) to be Secretary of the Society, whereupon the Chief Executive Officer shall attend Board meetings but shall not vote. Otherwise, Board shall appoint an elected member of the Board to be the Secretary, whereupon, as an elected member of Board, the Secretary shall have a vote.

12.4 In the event that the Chief Executive Officer is appointed Secretary, he shall not be counted as a member of Board for the purposes of determining the quorum or minimum or maximum number of members of the Board.

12.5 If a vacancy arises in the office of Secretary, the members of the Board must appoint or elect a secretary within one month after the vacancy arises.

13. BOARD

13.1 The management committee and governing body of the Society shall be the Board which shall consist of a minimum of seven (7) members and a maximum of nine (9) members, all of whom shall be members of the Society and shall become members of the Board by election.

13.2 At the first Board meeting following an election, the Board shall elect its office bearers, namely the president, two vice presidents, secretary and treasurer. Such office bearers



shall hold office until the first Board meeting after the next annual general meeting or retirement or removal from the Board or Membership, whichever shall occur first, but shall be eligible for re-election as office bearers.

13.3 No member under 18 years of age shall be eligible to stand for election.

13.4 All members of the Board shall hold office until retirement under these Rules but shall be eligible upon nomination for re-election to the Board.

13.5 The members of Board to retire at a time nominated by the Board each year shall be determined as follows:

(a) any member of the Board appointed to fill a casual vacancy subsequent to the preceding election;

(b) in the event that the number of members of Board retiring under Rule 13.5(a) is less than four, such other elected member or members of the Board who have been in office longest without re-election, or by agreement, so as to bring the total number of members retiring, including all casual appointees, to four;

(c) in the event that there are four or more casual appointees of Board retiring under paragraph 13.5(a), then no retirement of members shall be required under paragraph 13.5(b);

(d) in the event that members of Board were elected to office on the same day, then the member or members to retire shall be determined by agreement among them or, failing agreement, by lot;

(e) in all cases, the number of vacancies to be filled by election in any year shall not exceed four

13.6 The election of members of the Board shall take place by eligible members voting by postal ballot with each member completing their ballot paper and posting the same to the Returning Officer in accordance with rule 13.7.

13.7 The election shall be conducted as follows:

(a) any 2 members of the Society shall be at liberty to nominate any other member to serve as a member of the Board;

(b) the nomination shall be in writing and signed by the member and the member’s proposer and seconder and shall include a brief resume of the nominee, the structure and format of which shall be determined by the Board,

(c) advertising for nominations to occur at least fifty (50) days before the annual general meeting on the Society website and in a recognised State newspaper

(d) the nomination and resume shall be lodged with the Secretary at least thirty six (36) days before the annual general meeting, whereupon the Secretary shall provide the names of eligible candidates to the Returning Officer;

(e) a ballot list shall be prepared (if necessary) by the Returning Officer containing the names of the candidates in alphabetical order with an asterisk against the names of retiring members eligible for re-election, and contain directions for voting. The list of candidates’ names in alphabetical order, with the names of the members who nominated each candidate, must be posted in a conspicuous place in the office or usual meeting place of the Society for at least 7 days immediately preceding the date proposed for the annual general meeting;



(f) each eligible member shall be entitled to vote for the number of candidates equal to

the number of vacancies and shall receive, either by delivery or by post, a ballot paper;

(g) each member shall place their completed ballot paper in a small envelope marked ‘Ballot Paper’, seal it and place it in the larger envelope supplied with the ballot paper. Information required to identify the voting member must be marked on the outside of the larger envelope and the member must dispatch both envelopes to the Returning Officer by post whereupon such envelopes shall be deposited by the Returning Officer in the ballot box if received by the time specified in paragraph 13.7(g);

(h) the ballot box shall be closed at 5pm on that day which is five (5) business days before the date fixed for the annual general meeting and any completed ballot papers not in the ballot box within such time shall not be eligible for counting;

(i) at the close of the ballot, the Returning Officer shall remove all envelopes containing ballot papers from the ballot box, open such envelopes, reject any ballot paper that is not marked in accordance with the requirements of these rules and shall proceed with such assistance as he or she may require to count votes recorded on the remaining ballot papers;

(j) a member’s vote will be invalid should the member fail to vote for the required number of candidates or should the member fail to complete the information required on the larger envelope;

(k) the system of voting shall be an optional preferential system as determined by Board whereunder members shall be entitled but not obliged to indicate a preference for candidates where there are more candidates standing for election than there are places to be filled;

(l) should there be an insufficient number of candidates nominated or the number of candidates is no greater than the number of vacancies to be filled, such candidates shall be declared duly elected and shall take office from the close of the annual general meeting.

13.8 The Board shall at least two months before the annual general meeting appoint a Returning Officer for the purpose of the election, and the person so appointed, must not be a member of the Board.

13.9 The Returning Officer shall conduct the election in accordance with the Rules and shall:

(a) prepare a current electoral role of members eligible to vote;

(b) conduct the election in accordance with the Rules;

(c) maintain the secrecy of the ballot;

(d) be responsible for the establishment of a ballot box and for the deposit therein and the safe keeping of ballot papers;

(e) not disclose the result of the election to any person other than an officer of the Society authorised to receive it;

(f) make a certified reconciliation to the Board in relation to the number of ballot papers received, used, unused and spoilt;

(g) certify that the ballot was conducted in accordance with the Society’s Rules;

(h) declare the result by signing a certificate in the presence of the Chairman;



(i) hold all ballot papers for 1 month after the election and then destroy all ballot

papers, unless directed otherwise by the Board.

13.10 No election shall be invalidated by reason of the fact that a notice or ballot paper shall not have been received by any member.

13.11 Each candidate may appoint a scrutineer to the Returning Officer, provided that no candidate shall appoint or join in appointing more than one scrutineer. A scrutineer so appointed may be present to check ballot papers and counting of votes.

13.12 In the case of a dispute in relation to any matter concerning the ballot or validity of any vote, the decision of the Returning Officer shall be final and binding.

13.13 The result of an election shall be declared by the Returning Officer to the Chairman who shall announce the result at the annual general meeting.

13.14 Board members elected in accordance with this Rule shall hold office from the close of the annual general meeting.

14. RESIGNATION OR REMOVAL FROM OFFICE OF A MEMBER OF THE BOARD

14.1 Any member of the Board may resign from membership of the Board at any time by giving notice in writing to the Secretary and such resignation shall take effect at the time such notice is received by the Secretary, unless a later date is specified in the notice, when it shall take effect on that later date.

14.2 In the event that a member of Board fails to attend three consecutive meetings of the Board for which due notice has been given without tendering an apology and obtaining leave of absence, membership of the Board shall lapse and that position shall automatically be declared vacant.

14.3 Any member of the Board may be removed from office by a majority of members at a general meeting of the Society, and that member shall be given the opportunity to fully present their case at the same general meeting. There is no right of appeal against a member’s removal from the Board under this Rule.

15. VACANCIES ON THE BOARD

15.1 The Board shall have power at any time to appoint any member of the Society to fill any casual vacancy on the Board, until the next election.

15.2 The continuing members of the Board may act notwithstanding any casual vacancy in the Board, but if and so long as their number is reduced below the number fixed by or pursuant to these Rules as the necessary quorum of the Board, the continuing member or members may act for the purpose of increasing the number of members of the Board to that number, or for the purpose of calling a general meeting, but for no other purpose.

16. DUTIES AND POWERS OF THE BOARD

16.1 Except as otherwise provided by these Rules and, subject to resolutions of the members of the Society carried at any general meeting, the Board:

(a) shall have the general control of the affairs, property and funds of the Society; and

(b) shall be empowered to make, from time to time, such by-laws as may be necessary for the management of the Society, and



(c) shall have authority to interpret the meaning of these Rules and any matter relating

to the Society on which these Rules are silent.

16.2 The Board may exercise all the powers of the Society including:

(a) to borrow or raise or secure the payment of money in such manner as the Board may think fit and secure the same or the payment or performance of any debt, liability, contract, guarantee or other engagement incurred or to be entered into by the Society in any way and in particular by the issue of debentures, perpetual or otherwise, charged upon all or any of the Society’s property, both present and future, and to purchase, redeem or pay off any such securities; and

(b) to borrow amounts and to pay interest on the amounts borrowed, and to mortgage or charge its property or any part thereof and to issue debentures and other securities, whether outright or as security for any debt, liability or obligation of the Society, and to provide and pay off any such securities; and

(c) to invest in such manner as the Board may from time to time determine.

17. MEETINGS OF THE BOARD

17.1 The Board shall meet once every month to exercise its functions unless Board by majority vote determines otherwise.

17.2 The Board must decide how a meeting is to be called.

17.3 Notice of a meeting is to be given in the way decided by the Board.

17.4 At every meeting of the Board a simple majority of the number of members elected and appointed to the Board as at the close of the last meeting of the Board members, shall constitute a quorum.

17.5 Subject as previously provided in this Rule, the Board may meet together and regulate its proceedings as it thinks fit.

17.6 However, questions arising at any meeting of the Board shall be decided by a majority of votes and, in the case of equality of votes, the question shall be deemed to be decided in the negative.

17.7 It shall be a conflict of interest if a member of the Board holds an office with the Society and profits from the activities of the Society or holds an interest in any commercial activity or any contract or proposed contract connected with the Society or receives income or profits either directly or indirectly from the business of the Society. In the event that a conflict of interest arises, the position of the member of Board shall be declared vacant.

17.8 A special meeting of the Board shall be convened by the Secretary on the requisition in writing signed by not less than one-third of the members of the Board, which requisition shall clearly state the reasons why such special meeting is being convened and the nature of the business to be transacted at the special meeting.

17.9 Not less than 14 days notice shall be given by the Secretary to members of the Board of any special meeting of the Board, and the notice shall clearly state the nature of the business to be discussed at the special meeting.

17.10 The president shall preside as chairman at every meeting of the Board, or if there is no president, or if at any meeting the president is not present within 10 minutes after the time appointed for holding the meeting, a vice-president shall be chairman or if a vice-president



is not present at the meeting then the members may choose 1 of their number to be chairman of the meeting.

17.11 If within half an hour from the time appointed for the commencement of a Board meeting a quorum is not present, the meeting, if convened upon the requisition of members of the Board, shall lapse.

17.12 In any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Board may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the meeting shall lapse.

18. DELEGATION OF POWERS OF THE BOARD

18.1 The Board may delegate any of its powers to a subcommittee (not restricted to members of the Board) and which may consist of such members of the Society as the Board thinks fit. The President shall be an ex-officio member of all such subcommittees.

18.2 Any subcommittee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Board.

18.3 A subcommittee may elect a chairman of its meetings.

18.4 If no such chairman is elected, or if at any meeting the chairman is not present within 10 minutes after the time appointed for holding the meeting, the members present may choose 1 of their number to be chairman of the meeting.

18.5 A subcommittee may meet and adjourn as it thinks proper.

18.6 Questions arising at any meeting shall be determined by a majority of votes of the members present and, in the case of an equality of votes, the question shall be deemed to be decided in the negative.

19. CHIEF EXECUTIVE OFFICER

19.1 The Board may appoint and, at its discretion, remove or suspend the Society’s Chief Executive Officer.

19.2 The Board is responsible for fixing the Chief Executive Officer’s remuneration.

19.3 The Chief Executive Officer shall be responsible for the implementation of the Society’s policies and the decisions of the Board, the allocation and the performance of duties by other members of staff, and the overall administration and carrying out of the objects of the Society.

19.4 The Chief Executive Officer shall be responsible for the care and control of documents, books and all property of the Society and shall prepare its annual report.

20. ACTS NOT AFFECTED BY DEFECTS OR DISQUALIFICATIONS

20.1 All acts done by any meeting of the Board or of a subcommittee or by any person acting as a member of the Board shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such member of the Board or person acting as aforesaid, or that the members of the Board or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a member of the Board.



21. RESOLUTIONS OF THE BOARD WITHOUT MEETING

21.1 A resolution in writing signed by all the members of the Board for the time being entitled to receive notice of a meeting of the Board shall be as valid and effectual as if it had been passed at a meeting of the Board duly convened and held.

21.2 Any such resolution may consist of several documents in like form, each signed by 1 or more members of the Board.

22. ANNUAL GENERAL MEETING

22.1 The annual general meeting of the Society shall be held on a date determined by Board:

(a) at least once each year;

(b) within 6 months after the end of the Society’s previous financial year

and the date of the meeting advertised on the Society website and in the recognized State newspaper.

23. BUSINESS TO BE TRANSACTED AT ANNUAL GENERAL MEETINGS

23.1 The business to be transacted at every annual general meeting shall be:

(a) the receiving of the report of Board for the preceding year;

(b) the receiving of the financial accounts and balance sheet duly certified by the Society’s auditor for the preceding year;

(c) the appointment of an auditor for the ensuing year;

(d) the declaration of the results of any election of Board members;

(e) any other item of business submitted in writing by a member to the Secretary, not less than 14 days prior to the date fixed for the annual general meeting.

24. SPECIAL GENERAL MEETING

24.1 The Secretary shall convene a special general meeting by sending out notice of the meeting within 14 days of:

(a) being directed to do so by the Board; or

(b) being given a requisition in writing signed by not less than one-half of the members presently on the Board or not less than 30 members of the Society eligible to vote.

24.2 A requisition referred to in Rule 24.1(b) shall clearly state the reasons why such special general meeting is being convened and the nature of the business to be transacted at the special general meeting.

25. QUORUM AT GENERAL MEETING

25.1 At any general meeting the number of members required to constitute a quorum shall be double the number of members presently on the Board plus 1. 25.2 No business shall be transacted at any general meeting unless a quorum of members is

present at the time when the meeting proceeds to business.

25.3 For the purposes of this Rule ‘member’ includes a person attending as a proxy or a representative of a member.



25.4 If within half an hour from the time appointed for the commencement of a general meeting

a quorum is not present, the meeting, if convened upon the requisition of members of the Board or the Society, shall lapse.

25.5 In any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Board may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present shall be a quorum.

25.6 The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

25.7 When a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original general meeting.

25.8 Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned general meeting.

26. NOTICE OF GENERAL MEETING

26.1 The Secretary shall convene all general meetings of the Society by giving not less than 28 days notice of any such meeting to the members of the Society.

26.2 The manner by which such notice shall be given shall be determined by the Board.

26.3 However, notice of any meeting convened for the purpose of hearing and determining the appeal of a member against the rejection or termination of the member’s membership by the Board, shall be given in writing.

26.4 Notice of a general meeting shall clearly state the nature of the business to be discussed at the general meeting.

27. PROCEDURE AT GENERAL MEETING

27.1 Unless otherwise provided by these Rules, at every general meeting:

(a) the president shall preside as chairman, or if there is no president, or if the president is not present within 15 minutes after the time appointed for the holding of the meeting or is unwilling to act, a vice-president shall be the chairman or if a vice-president is not present or is unwilling to act then the members present shall elect 1 of their number to be chairman of the meeting; and

(b) the chairman shall maintain order and conduct the meeting in a proper and orderly manner; and

(c) every question, matter or resolution shall be decided by a majority of votes of the members present; and

(d) every member present shall be entitled to 1 vote and in the case of an equality of votes, such question, matter or resolution put to the vote shall be deemed to be decided in the negative; and

(e) no member shall be entitled to vote at any general meeting if the member’s annual subscription is more than 1 month in arrears at the date of the meeting; and



(f) voting shall be by show of hands or a division of members, unless not less than

one-fifth of the members present demand a ballot, in which event there shall be a secret ballot; and

(g) the chairman shall appoint 2 members to conduct the secret ballot in such manner as the chairman shall determine and the result of the ballot as declared by the chairman shall be deemed to be the resolution of the meeting at which the ballot was demanded; and

(h) a member may only vote in person or by proxy or by attorney and on by a show of hands, also every eligible person present who is a member or a representative of a member shall have 1 vote and in a secret ballot every member present in person or by proxy or by attorney or other duly authorised representative shall have 1 vote; and

(i) the instrument appointing a proxy shall be in writing; and

(j) a proxy may but need not be a member of the Society; and

(k) the instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a secret ballot; and

(l) where it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances permit: RSPCA (QUEENSLAND): I, of , being a member of the above named Society, hereby appoint of, as my proxy to vote for me on my behalf at the (annual) general meeting of the Society, to be held on the day of , 20 , and at any adjournment thereof. Signed this day of , 20 . Signature. This form is to be used * the resolution. * in favour of * against * to abstain from Strike out whichever is not desired.

(m) the instrument appointing a proxy shall be deposited with the Secretary not less than 48 hours prior to the commencement of any meeting or adjourned meeting at which the person named in the instrument proposes to vote; and



(n) Only financial members may speak or vote on a motion at a meeting of the

members of the Society.

27.2 For the purposes of ensuring the accuracy of the recording of minutes, the minutes of every meeting (including the annual general meeting and any special general meetings) shall be signed by the chairman of that meeting or the chairman of the next succeeding meeting (or in the case of an annual general meeting or any special general meeting, at the next succeeding general meeting), verifying their accuracy.

28. BY-LAWS

28.1 The Board may from time to time make, amend or repeal by-laws, not inconsistent with these Rules, for the management of the Society and any by-law may be set aside by the majority of members at a general meeting.

29. FUNDS AND ACCOUNTS

29.1 The funds of the Society shall be kept in the name of the Society in a financial institution or financial institutions decided by the Board.

29.2 Proper books and accounts shall be kept and maintained by the Secretary either in written or printed form in the English language showing correctly the financial affairs of the Society and the particulars usually shown in books of a like nature.

29.3 All moneys shall be deposited as soon as practicable after receipt thereof by the Society.

29.4 All amounts in excess of an amount determined from time to time by the Board shall be paid by cheque signed by any 2 of the President, Secretary, Treasurer or other person authorised from time to time by the Board.

29.5 Cheques shall be crossed ‘not negotiable’ except those in payment of wages, allowances or petty cash recoupments which may be open.

29.6 The Board shall determine the amount of petty cash which shall be kept on the imprest system.

29.7 All expenditure shall be approved or ratified at a Board meeting.

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

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

(b) the assets and liabilities and of all mortgages, charges and securities affecting the property of the Society at the close of that year.

29.9 The auditor must examine the statement prepared under Rule 29.8 and present a report on it to the Secretary before the next annual general meeting following the financial year for which the audit was made.

29.10 The income and property of the Society must be used solely in promoting the Society’s objects and exercising the Society’s powers.

30. FINANCIAL YEAR

30.1 The financial year of the Society shall close on 30 June in each year.



31. BRANCHES

31.1 The Board may by resolution establish a Branch in a local area comprising existing members of the Society.

31.2 The Board may by resolution recognise as a Branch of the Society any local Association in any district of Queensland if:

(a) the aims and objects of such Association are approved by the Board; and

(b) the executive of such Association undertakes that if recognised as a Branch, the members will be bound by the policies and Rules of the Society as exist from time to time and by such regulations and Rules made by the Board as are applicable to Branches.

31.3 Each such Branch shall have an office or Headquarters to which communications may be addressed and shall furnish to the Board the address thereof and notice of any change of such address.

31.4 A Branch must have as part of its name the word ‘branch’.

32. GOVERNANCE OF BRANCHES

32.1 The Board is hereby expressly given the power to draw up Rules and regulations for the governing of Branches and to amend them from time to time as it may think fit provided always that before exercising such power the Board shall notify any branches accordingly so that they may place before it any facts which they think relevant.

33. CONTROL OF BRANCH FUNDS

33.1 Branches shall have the power to accept donations on behalf of the Society and the assets of any Branch shall at all times be the property of the Society and subject to the control of the Board which may delegate to the executive committee of the Branch, the power to administer some or all of the assets of the Branch.

34. AUDIT OF BRANCH FUNDS

34.1 Each Branch shall submit to the official Auditor of the Society through the Secretary on or before 31 July in each year, or such other date as may be determined from time to time by the Board, its annual report and audited records for the prior financial year ended 30 June.

35. CLOSURE OF A BRANCH

35.1 The Board may by resolution at any time withdraw recognition of a Branch if in the opinion of the Board such Branch:

(a) has ceased to function;

(b) has engaged in conduct detrimental to the interests of the Society;

(c) has failed to comply with the Rules of the Society or with any Rules and regulations applicable to Branches made by the Board from time to time; or

(d) has acted in contravention of any expressed policy of the Society.



36. PROCEDURE FOR CLOSURE OF A BRANCH

36.1 Recognition of a Branch may be withdrawn only after the following procedure has been observed:

(a) The Board shall give not less than one month’s notice in writing of its intention to consider the withdrawal of recognition of a Branch. Such notice shall be posted to the Branch and such notice shall contain particulars of the grounds for such consideration;

(b) Such Branch may, not later than seven days before the expiration of such notice, submit to the Board for its consideration information with respect to any matter stated in the particulars;

(c) The Board shall consider any such information, and if it is satisfied that such information does not offer a satisfactory explanation of the grounds set out in the notice, it shall withdraw recognition of the Branch.

37. ALTERATION OF SOCIETY RULES

37.1 Subject to the provisions of the Associations Incorporation Act 1981, these Rules may be amended, rescinded or added to from time to time by a special resolution carried at any general meeting.

37.2 An amendment, rescission or addition to the Rules is valid only if it is approved and registered by the chief executive of the department administering the Associations Incorporation Act 1981 and the Minister responsible for the administration of the Collections Act 1966.

38. COMMON SEAL

38.1 The Board may provide for a common seal and for its safe custody.

38.2 The common seal shall only be used by the authority of the Board and every instrument to which the seal is affixed shall be signed by a member of the Board and shall be countersigned by the Secretary or by a second member of the Board or by some other person appointed by the Board for the purpose.

39. INDEMNITY

39.1 Every member of the Board, the Chief Executive Officer and any other officer or employee for the time being of the Society shall be indemnified out of the assets of the Society against any loss he may suffer in any action whether civil or criminal arising out of the lawful and or proper execution of his duties.

40. DISTRIBUTION OF SURPLUS ASSETS TO ANOTHER ENTITY

40.1 This section applies if the Society is wound-up under part 10 of the Act and there are surplus assets.

40.2 The surplus assets must not be distributed among the members but must be given to another entity:

(a) that has objects similar to the Society’s objects; and




(b) the Rules of which prohibit the distribution of the entity’s income and assets to its members.

40.3 In this section, ‘surplus assets’ has the meaning given by section 92(3) of the Act.

Documents

Constitution - 23 December 1999