1.4 The State Branch shall be affiliated with the Returned & Services League of ..... 13.1 The business of the State
CONSTITUTION OF THE RETURNED & SERVICES LEAGUE OF AUSTRALIA (SA BRANCH) INC.
AMENDMENT CERTIFICATE DATE 14 Jul 18
AMENDMENT TITLE Rewrite
AMENDMENT NO
SIGNATURE
TABLE OF CONTENTS CONSTITUTION RULE NO 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26.
PAGE NO
Name, Motto and Affiliations ............................................................................................... 1 Registered Office.................................................................................................................. 1 Interpretation ........................................................................................................................ 1 Objects .................................................................................................................................. 2 Powers of the State Branch ................................................................................................. 3 Application of Income and Property ................................................................................... 4 Sub-Branches ....................................................................................................................... 4 Chapters ................................................................................................................................ 5 General Provisions as to Sub-Branch Membership .......................................................... 5 Contraventions by Sub-Branches. ...................................................................................... 5 Sub-Branch Finances and Assets ...................................................................................... 6 The Sub-Branch Conference ............................................................................................... 7 Management by the State Board ......................................................................................... 8 Composition of the State Board .......................................................................................... 8 Vacation of Office of State Board Member ......................................................................... 9 Election of State Board Members, President and Vice President………………………….10 Proceedings of the State Board .......................................................................................... 10 Limit on Benefits for State Board Members ....................................................................... 11 Finances ................................................................................................................................ 11 Common Seal ....................................................................................................................... 12 Standing Policy .................................................................................................................... 12 By-Laws................................................................................................................................. 12 Notices .................................................................................................................................. 13 Authority to Communicate on behalf of the State Branch ................................................ 13 This Constitution .................................................................................................................. 13 Winding Up of the State Branch .......................................................................................... 13
CONSTITUTION OF THE RETURNED & SERVICES LEAGUE OF AUSTRALIA (SA BRANCH) INCORPORATED 1.
2.
Name, Motto and Affiliations 1.1
The name of the organisation is ‘The Returned & Services League of Australia (S.A. Branch) Incorporated’ (‘the State Branch’).
1.2
The State Branch may be commonly referred to as RSL SA.
1.3
The motto of the State Branch is ‘The Price of Liberty is Eternal Vigilance’.
1.4
The State Branch shall be affiliated with the Returned & Services League of Australia Ltd (“the National RSL”).
Registered Office The Registered Office of the State Branch shall be determined by the State Board from time to time.
3.
Interpretation 3.1
This Constitution shall be construed with reference to the Act.
3.2
If the context requires it, every word in the singular number will be construed as including the plural number; and every word in the plural number will be construed as including the singular number.
3.3
In this Constitution: 3.3.1
Act means the Associations Incorporation Act 1985 (SA), as amended from time to time.
3.3.2
ADF personnel means a person who is currently or has been a Member of the Royal Australian Navy, Australian Army or Royal Australian Air Force or the Permanent Forces, Citizen Forces, Reserve Forces, Emergency Forces, or Emergency Reserve Forces.
3.3.3
Annual Sub-Branch Conference means the “annual general meeting” of Sub-Branches when duly convened as such by the State Board.
3.3.4
Appointed State Board Member means a person whom the Elected State Board members have co-opted as a member of the State Board pursuant to Rule 14.1.3.
3.3.5
By-Laws means the By-Laws of the State Branch and of the Sub-Branch made pursuant to the State Branch Constitution.
3.3.6
Chapter means an informal group of ADF personnel (including potential or former SubBranches which do not have the necessary number of members to maintain a formal SubBranch) established to: 3.3.6.1
retain an RSL presence identified with their town or locality;
3.3.6.2
promote the Objects of the State Branch locally.
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4.
3.3.7
Charter means a documented mandate given by the State Branch, in a form approved by the National RSL, to represent the State Branch (and the National RSL if authorised by the National RSL to do so) in a particular geographical region.
3.3.8
Chief Executive Officer (CEO) as appointed by the Board, is he Secretary under the Act.
3.3.9
Elected State Board Member means a person elected as a member of the State Board at a Sub-Branch Conference.
3.3.10
Extraordinary Sub-Branch Conference means a Sub-Branch Conference that is held to resolve a specific issue or issues as distinct from an Annual Sub-Branch Conference.
3.3.11
National Congress means a general meeting of the National RSL.
3.3.12
National Constitution means the governing constitutional documents of the National RSL.
3.3.13
National Executive means the Board of Directors of the National RSL constituted by the National Constitution.
3.3.14
Rules refers to the clauses of the State Branch Constitution.
3.3.15
Service Member shall be one of the classes of Sub-Branch membership. All ADF personnel shall be considered Service Members subject to qualifications which shall be set out in the By-Laws; and the By-Laws may include other classes of current or former military personnel in the definition of Service Member.
3.3.16
State Board is effectively the committee of management of the State Branch.
3.3.17
Sub-Branch means an incorporated association which has substantially the same objects as the State Branch and which holds a Charter from the State Branch.
3.3.18
Sub-Branch Conference means a general meeting of the Sub-Branches.
Objects The objects of the State Branch are: 4.1
to promote the interests and welfare of ADF personnel and their dependants;
4.2
to assist and care for sick, elderly and needy ADF personnel by providing, or assisting to provide, pensions, benefits, accommodation, medical treatment, rehabilitation and other forms of welfare;
4.3
to perpetuate the close and kindly ties of friendship created by mutual service as ADF personnel or in the forces of nations traditionally allied with Australia and the recollections associated with that experience, to maintain a proper standard of dignity and honour among all ADF personnel, and to set an example of public spirit and noble hearted endeavour;
4.4
to ensure preservation of the memory and the records of those who suffered and died for the Nation; to ensure the erection of memorials to their valour and that they have suitable burial places; to establish and preserve in their honour, ANZAC Day, Remembrance Day and other commemorative occasions;
4.5
It aims to uphold loyalty to Australia and its Sovereign and to uphold the Westminster system of Government and the Constitution of the Nation. 2
4.6
to promote the defence of the Nation, and guard the good name and preserve the interests and standing of the ADF personnel;
4.7
to encourage members of the National RSL, the State Branch and Sub-Branches and citizens to serve Australia with a spirit of self-sacrifice and loyalty;
4.8
to maintain a national association that is non-sectarian and, in relation to party politics, nonpartisan;
4.9
to support and promote the Standing Policy, from time to time, of the National RSL; and
4.10 to do all such other lawful things incidental to the attainment of any of the above objects.
5.
Powers of the State Branch 5.1
The State Branch may exercise any power allowed by section 25 of the Act.
5.2
The State Branch shall establish, maintain and control Sub-Branches within the State of South Australia, the Northern Territory and Broken Hill.
5.3
The State Branch may establish, maintain, furnish and equip premises, information bureaux, libraries, literary, social, educational and benevolent institutions for the benefit and advancement of members of the National RSL, the State Branch and its Sub-Branches;
5.4
The State Branch may publish material conducive to its objects.
5.5
The State Branch may subscribe or donate to, or join, or co-operate with any other organisation or group whose objects are similar to the Objects of the State Branch and which prohibits the distribution of its or their income and property, amongst its or their members, to an extent at least as great as is imposed under this Constitution.
5.6
The State Branch may establish and accept trusts established for the welfare or benefit of the National RSL, the State Branch or its Sub-Branches, or of ADF personnel or their dependants.
5.7
The State Branch may make grants to and give assistance to such persons, trusts, groups, associations, societies, institutions or other organisations and authorities and to establish such scholarships as the National RSL or State Branch may, from time to time determine, provided it furthers the Objects of the State Branch.
5.8
The State Branch may not do anything which would put at risk the charitable status of the State Branch according to national laws from time to time.
5.9
The State Branch: 5.9.1
may expend up to $50,000 in one transaction;
5.9.2
shall consult with all Sub-Branch Presidents for a transaction between $50,000 and $100,000; and
5.9.3
shall seek written approval from the Sub-Branches for any transaction greater than $100,000.
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6.
Application of Income and Property 6.1
7.
The income and property of the State Branch and its Sub-Branches shall be applied exclusively for the promotion of the Objects. No amount may be distributed directly or indirectly to any other organisation or to any individual except as: 6.1.1
An honorarium approved per Rule 19; or
6.1.2
Bona fide payment for goods provided or services rendered for the benefit of the National RSL, State Branch, or the Sub-Branches; or
6.1.3
Payment to persons, trusts, groups, associations, societies, institutions or other organisations and authorities to further the charitable Objects of the State Branch; or
6.1.4
Payment to support the National RSL, Sub-Branches or Chapters for activities which will further the Objects of the State Branch.
Sub-Branches 7.1
The State Branch may establish within its jurisdiction such Sub-Branches as it may deem necessary or desirable. A Sub-Branch may only be established and maintained if it has at least twenty (20) Service Members who reside in a particular locality.
7.2
If the State Branch approves formation of a Sub-Branch, the State Branch shall provide the SubBranch with a Charter in a form approved by the National RSL. The Sub-Branch shall only use the name of and represent the National RSL in accordance with the terms of its Charter.
7.3
Every Sub-Branch must adopt, for its constitution, the model rules which shall be set out in the ByLaws, except by resolution of the State Board. The Sub-Branches shall, if directed by the State Board, amend their constitutions (pursuant to the Act) to reflect any changes made to the model rules. If a Sub-Branch is in breach of this rule the Sub-Branch right to vote at the Annual Sub-Branch Conference is suspended until the breach is remedied.
7.4
The Sub-Branches are the members of the State Branch for the purposes of the Act.
7.5
The State Branch and Sub-Branches shall be bound by and promote the Standing Policy of the National RSL.
7.6
Two or more Sub-Branches may amalgamate in accordance with the provisions of the Act and subject to first obtaining the written consent of the State Branch. The Charters issued to each SubBranch so amalgamated shall be deemed to have been revoked, and the State Branch shall issue a new Charter to the amalgamated Sub-Branch.
7.7
No Sub-Branch shall transfer or offer to transfer, lease or offer to lease, or create or authorise to be created, any security or interest in any real estate or assets held or owned by it either legally or beneficially without the prior written approval of the State Branch.
7.8
A Sub-Branch: 7.8.1
may expend up to $20,000 in one transaction;
7.8.2
shall consult with its membership for a transaction between $20,000 and $40,000; and
7.8.3
shall seek written approval from the State Branch for any transaction greater than $40,000.
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7.9
Each Sub-Branch shall incorporate under the Act.
7.10 The By-Laws may make additional rules for the governance and management of Sub-Branches. 7.11 In order for a Sub-Branch to maintain its Charter, a Sub-Branch must comply with all relevant Local, State and Federal Legislations and regulations (for example, ATO Regulations in respect of Honorariums).
8.
9.
10.
Chapters 8.1
The State Branch may establish within its jurisdiction such Chapters as it may deem necessary or desirable. A Chapter may only be established if applied for by at least ten (10) ADF personnel. These constituent members of a proposed chapter must share a common bond in terms of their residence, or the theatre or military organisation in which they served.
8.2
If the State Branch approves formation of a Chapter, the State Branch shall provide the Chapter with a Charter in a form approved by the National RSL. The Chapter shall only use the name of and represent the National RSL in accordance with the terms of its Charter.
8.3
A Chapter must be affiliated to either a Sub-Branch in their Region or the Adelaide Sub-Branch. A Chapter shall report on its activities and membership statistics when required to do so by the body with which it is affiliated. The body with which a Chapter is affiliated shall make reasonable endeavours to monitor the Chapter and encourage the maintenance and growth of the Chapter.
8.4
The By-Laws may make additional Rules for the governance and management of Chapters.
8.5
A Sub-Branch with less than ten (10) Service Members may, on application to the State Branch, become a Chapter.
General Provisions as to Sub-Branch Membership 9.1
The State Branch requires a Sub-Branch to ensure membership applicants agree in writing to be bound by this Constitution.
9.2
Applicants for membership of a Sub-Branch or Chapter are subject to rejection or disqualification any time up to 6 months after the application is received by a Sub-Branch. The State Board has absolute discretion to so reject a membership application or disqualify a membership within the 6 month period.
9.3
The State Board may declare any member of a Sub-Branch not to be a fit and proper person for membership of a Sub-Branch, in which case the Sub-Branch must expel the person as soon as possible. The State Branch may only make such a declaration after attempting to serve reasonable notice upon the person informing the person in general terms of the reasons why such a declaration is being considered, and then considering any written submission received in response to the notice.
9.4
The By-Laws may make provision for terms and conditions of membership (including applications for and resignations from Sub-Branches).
Contraventions by Sub-Branches 10.1 If a Sub-Branch contravenes or fails to observe or perform any of the provisions of this Constitution or the By-Laws, or fails to be bound by or uphold the Standing Policy or has been guilty of conduct prejudicial to the interests of the National RSL or the State Branch, the State Board may cause notice in writing specifying such contravention, failure to observe or perform, or conduct, to be forwarded to the Secretary of that Sub-Branch. A copy of such notice shall be forwarded to the National Board.
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10.2 The notice referred to in Sub-Rule 10.1 shall specify a period of time within which the Sub-Branch shall remedy the matters specified. 10.3 If the Sub-Branch fails to comply, a Sub-Branch Conference may resolve by a 75% majority of voting Members present to: 10.3.1
remove all officers of the Sub-Branch from office and direct the State President or some other Service Members to take charge of the affairs of the Sub-Branch subject to such conditions as the State Branch may deem necessary; and/or
10.3.2
revoke the Charter issued to the Sub-Branch.
10.4 Upon the Sub-Branch Conference passing a resolution pursuant to Sub-Rule 10.3, all officers of the Sub-Branch shall be deemed to have vacated office and the person referred to in the said resolution may exercise all the powers of its officers until the election referred to in Sub-Rule 10.5 is held. 10.5 The person directed pursuant to Sub-Rule 10.3a shall, not later than ninety (90) days after that direction, convene a general meeting of all Service Members who are Members of that Sub-Branch for the purpose of electing new officers of the Sub-Branch. 10.6 A person who immediately prior to the resolution referred to in Sub-Rule 10.3a, held office as an officer of that Sub-Branch shall not be eligible to be elected to office at the general meeting referred to in Rule 10.5. 10.7 Any Sub-Branch aggrieved by a resolution of the Sub-Branch Conference, passed pursuant to powers conferred by this Rule, may appeal in writing through the State Branch to the National Executive. Such an appeal shall be accompanied by the supporting reasons for the appeal and the sum of $500 (or such other amount as may be determined by the National RSL). 10.8 Upon the hearing of an Appeal referred to in Sub-Rule 10.7, the National Board, or its appointed Investigating Officer shall hear submissions by both the State Branch and the Sub-Branch concerned or may direct that each make written submissions. 10.9 If the Charter of a Sub-Branch is revoked pursuant to Sub-Rule 10.3b, the Sub-Branch shall be deemed to have ceased to operate and all its Members shall thereupon be deemed to have been transferred to a Sub-Branch nominated by the State Branch. Its assets, after payment of all its debts and liabilities, shall vest in accordance with Sub-Rule 11.5. 10.10 If any Sub-Branch is in default with payment of its Capitation Fees for a period of three (3) months, its right to vote at any subsequent Sub-Branch Conference shall be suspended for so long as such default continues.
11.
Sub-Branch Finances and Assets 11.1 Each Sub-Branch and Chapter may be required to pay a capitation fee to the State Branch. 11.2 A Sub-Branch is not liable for the debts and liabilities of the State Branch. 11.3 Each Sub-Branch shall provide an audited balance sheet of its financial accounts to the State Branch within thirty (30) days of its Annual General Meeting. 11.4 A Sub-Branch shall, if required in writing by the State Board, within 14 days produce for inspection all its books of accounts, minute books, statutory registers kept under any law (if applicable) and records and supply such returns and other information as the State Board may from time to time require.
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11.5 If any Sub-Branch ceases to operate or is dissolved or wound-up, its assets shall, after payment of all its debts and liabilities and subject to the applicable law, vest in the State Branch to be used by the State Branch as far as possible for its purposes in the place where the Sub-Branch formerly carried out its activities. 11.6 Subject to Rule 10, the State Branch may manage the process of dissolution or winding up.
12.
The Sub-Branch Conference 12.1 The Sub-Branch Conference is the supreme governing body of the State Branch. Resolutions of the Sub-Branch Conference are binding on the State Branch and all Sub-Branches. 12.2 The Annual Sub-Branch Conference shall be held every year within six (6) months of the end of the financial year. 12.3 The State Board shall cause written notice to be given to all Sub-Branches and Chapters at least sixty (60) days before an Annual Sub-Branch Conference. 12.4 The State Board shall provide a Sub-Branch Conference agenda to all Sub-Branches and Chapters at least twenty-one (21) days before a Sub-Branch Conference. 12.5 The business of the Annual Sub-Branch conference shall be: 12.5.1
to note apologies and attendance;
12.5.2
to receive communications, if any, from the National RSL;
12.5.3
to receive a report from the President;
12.5.4
to receive a report from or on behalf of the Accountants including presentation of the Auditor’s report in respect of the accounts of the State Branch;
12.5.5
to confirm or vary capitation fees to be paid by Sub-Branches and Chapters to State Branch;
12.5.6
to elect members of the State Board;
12.5.7
to confirm (and, if necessary, appoint) the Public Officer of the State Branch;
12.5.8
to confirm (and, if necessary, appoint) the Auditor of the State Branch;
12.5.9
to resolve any other matters of which notice has been given in the meeting notice for the Annual Sub-Branch Conference.
12.6 In addition to the Annual Sub-Branch Conference, the State Board or one tenth (10%) of the SubBranches may request in writing that an Extraordinary Sub-Branch Conference be held. Such a request must specify the business to be resolved at the Conference. If such a request is received at the registered office of the State Branch, the CEO (or if the CEO does not, the President) shall, within seven (7) days send out a notice to all Sub-Branches and Chapters specifying the time, place and business of the meeting. The notice of the Extraordinary Sub-Branch Conference shall specify a date for the Conference not less than thirty (30) days nor more than forty (40) days from the date of the notice. If neither the CEO nor the President carry out the obligation set out in this clause, the requisitionists may call an Extraordinary Sub-Branch Conference in accordance with the notice requirements of this Rule.
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12.7 Each Sub-Branch has the right to one vote on any question arising at a Sub-Branch Conference; each Sub-Branch may nominate and send one delegate, and an alternative delegate, to attend a Sub-Branch Conference and to vote and speak on behalf of the Sub-Branch. The alternative delegate nominated by the Sub-Branch may vote and speak on behalf of the Sub-Branch if the first nominated delegate is absent at the time. 12.8 Each Chapter has the right to nominate and send one delegate, and an alternative delegate, to attend a Sub-Branch Conference as observers only. 12.9 All State Board Members and Regional Coordinators may speak at a Sub-Branch conference however, have no vote.
13.
Management by the State Board 13.1 The business of the State Branch shall be managed by and vested in the State Board, which may exercise all powers of the State Branch which are not by the provisions of the Act or this Constitution required to be exercised by a Sub-Branch Conference. 13.2 The State Board may create and appoint persons to salaried positions and set out By-Laws for the appointment of, voluntary positions which assist the State Branch in fulfilling the Objects of the State Branch. 13.3 Without limitation to the powers of the State Board set out in Rule 14.1, the State Board may:
14.
13.3.1
delegate from time to time any of its powers to such Committees as it thinks fit on such terms as it may determine; and
13.3.2
amend the By-Laws as it deems appropriate, subject to Rule 22, provided that such amendments shall not conflict with the terms of this Constitution.
Composition of the State Board 14.1 The State Board shall consist of between seven (7) and ten (10) State Board members, comprised as follows: 14.1.1
A President shall be elected by an Annual Sub-Branch Conference for a period of three (3) years;
14.1.2
Six (6) other Elected State Board members; and
14.1.3
up to three (3) State Board members shall be appointed by the Elected State Board members, having regard to Rule 14.9, for either a specified period not exceeding three (3) years or for a specific and finite project (which may in exceptional cases take longer than three (3) years).
14.2 At the 2018 Annual Sub-Branch Conference, two (2) members shall be elected to the Board for a three (3) year term, two (2) members shall be elected to the Board for a two (2) year term and two (2) members shall be elected for a one (1) year term. After that, one third of the Board positions shall become vacant at each Annual Sub-Branch Conference. In addition, if there have been one or more casual vacancies since the preceding Annual Sub-Branch Conference, the Annual Sub-Branch Conference shall, by separate election, fill each such casual vacancy for the unexpired remainder of the term pertaining to each casual vacancy.
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14.3 The term of elected State Board members shall expire at the Annual General Meeting held in the third year after their election, and they shall be eligible for re-election provided that a State Board member may not serve for more than two concurrent terms on the State Board. 14.4 Only Service Members who are financial members of a Sub-Branch are eligible for election as Elected State Board members. The By-Laws may impose additional requirements for eligibility. 14.5 Contested elections shall be conducted by secret ballot. 14.6 At least two (2) of the Elected State Board members shall be Members of a Sub-Branch situated outside of metropolitan Adelaide (as defined in By-Laws). 14.7 The number of Elected State Board members shall at all times outnumber the number of Appointed State Board members by two or more. If this condition is not being met at a particular time, the State Board must call an Extraordinary Sub-Branch Conference to elect the number of Service Members necessary to fill all casual vacancies among Elected State Board member positions. 14.8 The State Board may appoint a financial Service Member to fill a casual vacancy. A State Board member appointed pursuant to this Rule holds office until the end of the next Annual Sub-Branch Conference following his appointment. 14.9 The Annual Sub-Branch Conference and the State Board shall consider electing or appointing (as the case may be) members of the State Board so that together they possess expertise in the following areas:
15.
14.9.1
Accounting and finance;
14.9.2
Legal;
14.9.3
Commercial and Business;
14.9.4
Corporate Governance;
14.9.5
Marketing and Public Relations; and
14.9.6
Operations of the State Branch and the National RSL.
Vacation of Office of State Board Member 15.1 The position of a State Board member shall fall vacant if the State Board member: 15.1.1
is absent from (3) consecutive State Board meetings without leave of absence granted by the State Board;
15.1.2
resigns office;
15.1.3
becomes of unsound mind or a person who is, or whose estate is, liable to be dealt with in any way under the laws relating to mental health;
15.1.4
becomes an insolvent under administration or makes any composition or arrangement with his creditors or any class of them;
15.1.5
dies; or
15.1.6
becomes by virtue of the Act or any other law, incapable or prohibited from holding office.
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15.2 A Sub-Branch Conference may by resolution remove any State Board member from office.
16.
Election of State Board Members, President and Vice Presidents 16.1 The President shall be elected by an Annual Sub-Branch Conference and shall hold office for a period of three (3) years. 16.2 Two Vice Presidents shall be elected by the Elected State Board members from among their number at the first State Board meeting following each Annual Sub-Branch Conference and otherwise as necessary to fill a casual vacancy in these positions. The elected State Board members shall decide which of the two Vice Presidents will be the Senior Vice President. 16.3 If the President advises the State Board that he is, or will be, unable to attend to his Presidential duties for any period then, subject to Sub-Rule 17.5, the Senior Vice President shall during such period, adopt the position of Acting President. 16.4 If at any time a casual vacancy exists in the office of President:
17.
16.4.1
if the vacancy occurs more than twelve (12) months prior to the expiration of the term of the vacating President, the State Board may elect one of its Elected Members to fill the vacancy until the next Sub-Branch Conference.
16.4.2
Shall immediately take steps to hold an election to fill such vacancy.
16.4.3
if the vacancy occurs less than twelve (12) months prior to the expiration of the term of the vacating President, the State Board may elect one of its Elected Members to fill the vacancy until expiry of such term.
Proceedings of the State Board 17.1 The State Board shall meet at such times and places as may be determined by it from time to time. 17.2 A meeting may be conducted by the State Board members communicating with each other by any technological means whereby they are able to simultaneously participate in discussion notwithstanding they are not physically present in the same place. 17.3 Save in the case of an emergency, the Secretary or President shall give every State Board member five (5) business days’ notice of a meeting of the State Board. The notice shall specify the time and place and general nature of the business. 17.4 Unless, and until the State Board determines otherwise, six (6) State Board members present in person and entitled to vote shall form a quorum for a meeting of the State Board provided that at least four (4) of those six (6) members are Elected State Board members. 17.5 If within thirty (30) minutes from the time appointed for the meeting, a quorum is not present, the meeting shall stand adjourned to such place, date and time as the Chairman of the meeting for the time being shall then decide, provided that no such meeting shall stand adjourned for a period of more than fourteen (14) days following the date of adjournment. 17.6 If at such an adjourned meeting a quorum is not present, those present shall constitute a quorum and may proceed to transact the business for which the meeting was called. 17.7 At every meeting of the State Board, the Chairman shall preside unless he is unwilling to act or is absent, in which case, those Elected State Board members present shall elect one of their number as Chairman.
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17.8 A resolution in writing signed by all the State Board members entitled to vote thereon, shall be as valid and effectual as if it had been passed at a meeting of the State Board duly convened and held. Any such resolution may be executed in one or more counterparts. 17.9 All acts done by any meeting of the State Board shall, notwithstanding that it be afterwards discovered there was some defect in the appointment of any State Board member, or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a State Board member. 17.10 All decisions of the State Board shall be made by simple majority. In the event of an equality of votes, the Chairman shall have a casting vote. The Chairman does not have a deliberative vote. 17.11 The provisions of the Act regarding disclosure of interests and voting where a conflict of interests arises shall apply to the State Board members.
18.
Limit on Benefits for State Board Members 18.1 The President shall be entitled to an honorarium if the State Board recommends a specific amount to a Sub-Branch Conference and the Sub-Branch Conference approves the recommendation without amendment. The honorarium, if approved, is intended to reflect the commitment and service provided by the President generally; it is not intended in any way to reflect a pro rata payment for time spent on presidential duties or to reflect an employment relationship. 18.2 Other than as prescribed in this Rule 18, State Board members shall not be entitled to any fees or allowances merely by virtue of carrying out their duties as a State Board member. 18.3 State Board members shall be entitled to reimbursement of such expenses incurred in carrying out their duties as the State Board may determine from time to time. 18.4 State Board members shall not receive payment for professional services (other than employment) rendered to the State Branch while a member of the State Board. 18.5 The State Branch shall insure employee, officers of the State Branch, State Board members and Regional Coordinators against a liability incurred in good faith while acting in such capacity. 18.6 Subject to the Act, the State Branch shall indemnify any State Board member, Regional Coordinator, officer or employee of the State Branch for any personal loss suffered as a result of carrying out their duties competently and in good faith and subject to such other terms as the State Board may determine.
19.
Finances 19.1 The State Board shall cause proper books of accounts to be kept with respect to: 19.1.1
all sums of money received and expended, and the manner in respect of which the receipt and expenditure takes place;
19.1.2
all sales and purchases of real and personal property by the State Branch; and
19.1.3
the assets and liabilities of the State Branch.
19.2 Such accounts shall be kept at the registered office of the State Branch, or subject to the Act, at such other place as the State Board thinks fit and shall be available for inspection, upon reasonable notice, by any State Board member or the President, Secretary or Treasurer of any Sub-Branch.
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19.3 The financial year of the State Branch shall begin on the first day of January and shall end on the thirty-first day of December in each year. 19.4 The State Board shall cause to be prepared and to be laid before the Annual Sub-Branch Conference such Income and Expenditure Accounts, Balance Sheets and reports in accordance with the current Australian Accounting Standards Board requirements.
20.
Common Seal 20.1 The State Branch shall have a Common Seal. 20.2 The persons authorised to use the Common Seal shall, unless the State Board otherwise determines, be the person for the time being discharging the duties of President and the person for the time being discharging the duties of the Chief Executive Officer, acting jointly. Impression of the Common Seal in accordance with this Rule shall bind the State Branch notwithstanding the absence of the authority required by Rule 20.3. 20.3 The Common Seal shall not be affixed to a document except by the authority of the State Board, and all such use shall be recorded in a register maintained for that purpose.
21.
Standing Policy 21.1 The State Branch and the Sub-Branches are bound by the Standing Policy of the National RSL from time to time. 21.2 If the Standing Policy of the National RSL is silent on a particular matter, a Sub-Branch Conference may determine policy for the State Branch and Sub-Branches and, in the absence of such determination, the State Board may determine policy (to be proposed for ratification at the next SubBranch Conference). 21.3 The State Branch and all its Sub-Branches shall be non-sectarian, and on all questions of party politics shall maintain a neutral attitude.
22.
By-Laws 22.1 Subject to 22.3, the State Board shall have power to make, amend and repeal By-Laws for the proper management of the affairs of the State Branch and the Sub-Branches. 22.2 The By-Laws may cover matters including (but not limited to) classes of membership of SubBranches and Chapters, communication between the State Board and Sub-Branches, creation of voluntary roles such as Regional Co-ordinator, credentials of delegates to Sub-Branch Conferences, membership, finances, and property. 22.3 The State Board may only make, amend or repeal By-Laws after giving at least thirty (30) days written notice of the proposed change to Regional Coordinators and Sub-Branches. The notice shall invite Regional Coordinators and Sub-Branches to respond, and such responses shall be considered by the State Board before making any change. The proposed By-Law may be varied to reflect the responses. 22.4 Any new By-Laws set by the State Board since the last meeting of the Sub-Branch Conference shall be laid before the next Sub-Branch Conference, which may amend or repeal any By-Law made by the State Board, provided that any bona fide act done in reliance on a By-Law shall be valid despite subsequent amendment or repeal of the By-Law.
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22.5 A By-Law shall:
23.
22.5.1
be subject to this Constitution;
22.5.2
not be inconsistent with any provision contained in this Constitution; and
22.5.3
shall be binding as if it were contained in this Constitution.
Notices 23.1 A Notice may be given: 23.1.1
either personally;
23.1.2
by sending it by post to the last address notified to the State Branch; or
23.1.3
to the last email address of which State Branch has been notified.
Where a notice is sent by post, service of the notice shall be deemed to be effective by properly addressing, pre-paying and posting the notice. 23.2 Notices served personally or by email shall be deemed to be received at the time they are served or sent. Notices sent by post shall, if they are posted by 4pm, be deemed to be received three (3) business days later.
24.
Authority to Communicate on behalf of the State Branch Only the State Board has the authority to communicate on behalf of the State Board or the State Branch publicly or by way of deputation to any government official or agency. The State Board may determine how and by whom any such communication shall be made; in the absence of any such determination, the President has authority to communicate on behalf of the State Board and the State Branch.
25.
This Constitution 25.1 This Constitution may only be amended by a resolution passed at a Sub-Branch Conference by at least 75% of the votes cast. 25.2 If a resolution to amend this Constitution is to be presented to a Sub-Branch Conference, the details of the proposed amendment (including repeal and replacement) shall be provided to Sub-Branches and Chapters with the Sub-Branch Conference notice at least sixty (60) days prior to the Sub-Branch Conference. 25.3 Each Sub-Branch and State Board member shall be entitled to receive a free copy of this Constitution. Any Service Member shall be entitled to receive a copy of this Constitution on payment of such an amount as may be fixed by the State Board from time to time.
26.
Winding Up of the State Branch If the State Branch ceases to operate or is dissolved or is wound up, its assets shall, after the satisfaction of all its debts and liabilities and subject to the Act, vest in the National RSL, to be used by the National RSL as far as possible for its purposes in South Australia, Northern Territory and Broken Hill. All the SubBranches established by the State Branch shall thereupon do all things necessary to affiliate directly with the National RSL.
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