The Secretary will act as secretary of the meeting, but in the absence of the Secretary, the person presiding at the meeting may appoint any person to act as secretary of the meeting. Chair of the Board The Chair of the Board, if present, will preside at all meetings of the Board, and exercise and perform any other authorities and duties as may be from time to time delegated by the Board.
Remuneration The Board will, by resolution, fix the fees and other remuneration for the Directors for their services as Directors, including their services as members of committees of the Board. All changes to Director remuneration are subject to ratification by the Shareholders. Presumption of Assent A Director of the Company who is present at a meeting of the Board will be presumed to have assented to an action taken on any corporate matter at the meeting unless: The Director objects at the beginning of the meeting, or promptly upon the Director's arrival, to holding the meeting or transacting business at the meeting; The Director's dissent or abstention from the action taken is entered in the minutes of the meeting; or The Director delivers written notice of the Director's dissent or abstention to the presiding officer of the meeting before the adjournment of the meeting or to the Company within a reasonable time after adjournment of the meeting.
Any right to dissent or abstain from the action will not apply to a Director who voted in favour of that action. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not that member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any absent or disqualified member.
The committee or committees, to the extent provided in the resolution of the Board will have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company, and may authorise the seal of the Company to be affixed to all papers which may require it. No such committee will have the power or authority in reference to the following matters: Approving or adopting, or recommending to the Shareholders, any action or matter other than the election or removal of Directors expressly required by the Corporations Act to be submitted to the Shareholders for approval; or Adopting, amending or repealing this Company Constitution.
Tenure Each member of a committee will serve at the pleasure of the Board. Meetings and Notice The method by which Directors' meetings may be called and the notice requirements for these meetings as set out in this Constitution will apply to any committee designated by the Board as appropriate.
Quorum The requirements for a quorum for the Board as set out in this Constitution will apply to any committee designated by the Board as appropriate. Action Without a Meeting The requirements and procedures for actions without a meeting for the Board as set out in this Constitution will apply to any committee designated by the Board as appropriate. Resignation and Removal Any member of a committee may be removed at any time, with or without cause, by a resolution adopted by a majority of the full Board.
Any member of a committee may resign from the committee at any time by giving written notice to the Chair of the Board of the Company, and unless otherwise specified in the notice, the acceptance of this resignation will not be necessary to make it effective. Vacancies Any vacancy in a committee may be filled by a resolution adopted by a majority of the full Board. Committee Rules of Procedure A committee will elect a presiding officer from its members and may fix its own rules of procedure provided they are not inconsistent with this Constitution.
A committee will keep regular minutes of its proceedings, and report those minutes to the Board at the first subsequent meeting of the Board. The Officers will be appointed by the Board at the first meeting of the Directors or as soon after the first meeting of the Directors as possible, if Officers have not already been appointed. Any appointee may hold one or more offices. Term of Office Each Officer will hold office until a successor is duly appointed and qualified or until the Officer's death or until the Officer resigns or is removed as provided in this Constitution.
Removal Any Officer or agent appointed by the Board may be removed by the Board at any time with or without cause, provided, however, any contractual rights of that person, if any, will not be prejudiced by the removal. Vacancies The Board may fill a vacancy in any office because of death, resignation, removal, disqualification, or otherwise.
Treasurer Subject to the control and supervisory powers of the Board and its delegate, the powers and duties of the Treasurer will be: To keep accurate financial records for the Company; To deposit all money, drafts and cheques in the name of and to the credit of the Company in the banks and depositories designated by the Board; To endorse for deposit all notes, cheques, drafts received by the Company as instructed by the Board, making proper vouchers for them; To disburse corporate funds and issue Cheques and drafts in the name of the Company, as instructed by the Board; To submit to the President and the Board, as requested, an account of all transactions by the Treasurer and the financial condition of the Company; To prepare and submit to the Board annual reports detailing the financial status of the Company; and To perform all other duties and carry out other responsibilities as prescribed by the Board or the President.
Delegation of Authority The Board reserves the authority to delegate the powers of any Officer to any other Officer or agent, notwithstanding any provision in this Constitution. The authorisation of the Board for the Company to perform these acts can be general or specific. Cheques, Drafts, Notes All cheques, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Company must be signed by a designated Officer or Officers, agent or agents of the Company and in a manner as will from time to time be determined by resolution of the Board.
Deposits All funds of the Company not otherwise used will be deposited to the credit of the Company in banks, trust companies, or other depositories designated by the Board. Voting Securities Held by the Company The President, or another Officer or agent designated by the Board will, with full power and authority attend, act, and vote, on behalf of the Company, at any meeting of security holders or interest holders of other corporations or entities in which the Company may hold securities or interests.
At that meeting, the President or other delegated agent will have and execute any and all rights and powers incidental to the ownership of the securities or interests that the Company holds. Contracts The Board may give authority to any Officer or agent, to make any contract or execute and deliver any instrument in the name of the Company and on its behalf, and that authority may be general or specific.
Conflict of Interest by Directors A Director or Officer of the Company will be disqualified from voting as a Director or Officer on a specific matter where that Director or Officer deals or contracts with the Company either as a vendor or purchaser. A Director or Officer of the Company will not be disqualified as a Director or Officer for the sole reason that the Director or Officer deals or contracts with the Company either as a vendor, purchaser, or otherwise.
Loans to Employees and Officers The Company may lend money to, or guarantee any obligation of, or otherwise assist, any Officer or employee of the Company or of its subsidiary, including any Officer or employee who is a Director of the Company or any subsidiary of the Company, whenever, in the opinion of the Board, the loan, guarantee or assistance may reasonably be expected to benefit the Company.
The loan, guarantee or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the Board will approve, including, without limitation, a pledge of shares of the Company. Nothing contained in this section is to be construed so as to deny, limit or restrict the powers of guarantee or warranty of the Company at common law or under any applicable statute.
APPENDIX Glossary Constitution - The purpose of this constitution the "Constitution" is to provide rules governing the internal management of the Company by supplementing, and, where the context requires, replacing, the basic set of rules set out in the Replaceable Rules in the Corporations Act Chair of the Board - Once a Board of Directors has been appointed or elected by the Shareholders, the Board will then elect a chair the "Chair of the Board".
The Chair of the Board will act to moderate all meetings of the Board of Directors and any other duties and obligations as described in this Constitution. Officer - A corporate officer individually the "Officer" and collectively the "Officers" of the Company will usually be appointed to a specific task such as secretary, president, treasurer or other similar position. One person may hold several offices. The Officers will manage the day-to-day operations of the Company and report to the Board of Directors.
Principal Office - The Principal Office of the Company is the address designated in the annual report where the executive offices of the Company are located. Registered Office - The Registered Office is the physical street address within the state where the registered agent can be contacted during normal business hours for service of process. Register of Shareholders - A Register of Shareholders is the complete record of the owners of shares of stock in the Company.
Need Help With This Question? Document Preview About this Document. What is a Company Constitution? A Company Constitution will cover: Company details and structure Voting procedures Shareholder rights and meetings Director powers and meetings Officer details A company can adopt a Company Constitution at the time of registration or later by special resolution. Company Constitutions are also known as Corporate Bylaws.
Does a company need a constitution? How do I write a Company Constitution? Skip to content. Structure and roles: We are a membership organisation run by our members and as such there will be an annual membership meeting convened by the management committee and the management committee must give at least four weeks notice in writing of such a membership meeting and include the proposed agenda the four weeks shall run from the day immediately following the date of the postmark notice shall be deemed to have been received by a member if it has been sent to the most recent address given by the member the agenda shall be determined by the management committee in consultation with members who may submit matters for inclusion on the agenda by sending notice in writing to the Chairperson at least two weeks before the date of the membership meeting the person chairing the membership meeting shall announce these additional matters at the start of the meeting.
The membership meeting itself shall decide whether to accept such additional matters for inclusion on the agenda. The management committee shall call an extraordinary membership meeting: where such action is necessary in the interests of Small Business Focus Ltd. Membership meetings are responsible in particular for the following: considering the annual report and financial statements presented by the management committee and giving formal approval to the actions of the management committee determining the fees if any to be paid by members electing and removing the Chairperson, the Treasurer, the Secretary and members of the management committee deciding and revising a policy for the approval, suspension, removal and expulsion of members approving amendments to the constitution of Small Business Focus Ltd.
Each member has one vote at any membership meeting. A member may give any other member a written proxy to vote in his or her place. A proxy can only be given for a specific membership meeting. No member may cast more than two votes on behalf of absent members. An abstention shall not be deemed to be a valid vote. The person chairing the membership meeting shall determine the voting procedures to be adopted following consultation of the meeting.
However, if at least one-third of the members present in person or by proxy request a secret voting procedure, this must be adopted. A quorum comprises one half of all the members. No senator or representative shall, during the time for which he or she was elected, be appointed to any other office within the company, which shall have been created, or the salary whereof shall have been increased during such time; and no person holding any appointed office within the company, shall be a member of either house during his or her term in office.
All bills for raising revenue shall originate by the Board of Representatives; but the Senate may propose or concur with amendments as on other bills.
Every bill which shall have passed the Board of Representatives and the Senate, shall, before it become a company policy, be presented to the President of the company; who, if he or she approve it, shall sign it, but if not shall return it, with his or her objections to that house in which it shall have originated, who shall enter the objections at large on their journal, and proceed to reconsider it. If after such reconsideration two thirds of that house shall agree to pass the bill, it shall be sent, together with the objections, to the other house, by which it shall likewise be reconsidered, and if approved by two thirds of that house, it shall become an approved policy.
But in all such cases the votes of both houses shall be determined by yeas and nays, and the names of those voting for and against the bill shall be entered on the journal of each house respectively. If any bill shall not be returned by the President within five working days, after it shall have been presented to him or her, the same shall be an approved policy, in like manner as if he or she had signed it, unless congress by their adjournment prevent its return, in which case it shall not be approved.
Every order, resolution, or vote to which the concurrence of the Senate and Board of Representatives may be necessary except on a question of adjournment, amendment to this Constitution, suspension of the President's "emergency powers," and issues related to the support services of congress shall be presented to the President of the company; and before the same shall take effect, shall be approved by him or her, or being disapproved by him or her, shall be re-passed by two thirds of the Senate and Board of Representatives, according to the rules and limitations prescribed in the case of a bill.
The executive power shall be vested in a company President. He or she shall hold office for a term of two years, and, together with a Vice President, chosen for the same term, be elected, as follows. Each division shall appoint, by vote of the employees thereof, a number of executive electors equal to the whole number of senators and representatives to which the division may be entitled in congress: but no senator or representative of the company congress, or person holding a divisional office, shall be appointed as an elector.
The electors in each division shall meet and evaluate the qualifications necessary for President and Vice-President and nominate one person for each office, one of whom, at least, shall not be an employee of the same division with themselves.
The electors shall then communicate the nominees and their qualifications to all other divisions for their electors' evaluation. On a common date, the electors shall meet again in their respective divisions, and vote for President and Vice-President, choosing from among those nominated by all divisions.
The electors shall each choose five candidates on each list of nominees, arrange them in order of preference, and cast votes in that order: five votes for each of his or her first choices, four for second, three for the third, two for fourth, and one for the fifth. Thus, if five or more candidates exist on each list, each elector shall have fifteen votes for President and fifteen for Vice President.
If less than five candidates exist on either list, the number of votes will decrease to fourteen, twelve, nine, or five, respectively.
They shall next prepare a report, identifying the number of electors in their division and all persons voted for as President and Vice-President, with the number of votes for each; which report they shall certify, and transmit to the President of the Senate. The President of the Senate shall, in presence of the Senate and Board of Representatives, open all the reports and the votes shall then be counted.
The candidate having the greatest number of votes for President shall be President. If one or more candidates have an equal number of votes, then the Board of Representatives shall immediately choose one of them to be President.
But, in choosing, the votes shall be taken by divisions, the representation from each division having a number of votes equal to the total number of electors in that division.
A quorum for this purpose shall consist of a member or members from two-thirds of the divisions, and a majority of all the divisions shall be necessary to a choice. And if the Board of Representatives shall not choose a President the same day the right of choice shall devolve upon them, then the newly elected Vice-President shall be President.
The candidate having the greatest number of votes as Vice-President, shall be the Vice-President. If one or more candidates have an equal number of votes, then the Senate shall immediately choose one of them to be Vice-President.
But in choosing, the votes shall be taken by divisions, the representation from each division having a number of votes equal to the total number of electors in that division; a quorum for this purpose shall consist of a member or members from two-thirds of the divisions, and a majority of all the divisions shall be necessary to a choice. Should a vacancy in office occur, there will be another nomination procedure and election for the vacant office. In appointing such committees, [organization name or acronym] members must specify the purpose and chair or co-chair of that committee, and establish its duration.
UCI This organization is a recognized student organization at the University of California, Irvine, but is not part of the University itself. In all correspondence and business transactions, it may refer to itself as an organization at UCI, but not as part of UCI itself.
Where UCI policies and regulations and those of [organization name or acronym] differ, the policies and regulations of UCI will take precedence. This organization recognizes and understands that the University assumes no legal liability for the actions of the organization, and that the University is not providing blanket indemnification insurance coverage for any activities of the organization.
Where [national organization name] guidelines, regulations, or policies differ from those of UCI, UCI's policies, regulations, and guidelines take precedence. Other persons may serve as special advisors as needed. Officers should meet with the advisor XX times per semester. An advisor may not vote in [organization name or acronym] matters, hold office or unduly influence decisions of the student organization. BY-LAWS By-laws can be added to this constitution by a simple majority vote of the entire membership at a regular meeting of [organization name or acronym].
This constitution takes precedence over any and all by-laws.
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