Constitution
MEMORANDUM OF ASSOCIATION OF QUEENSLAND FUNERAL DIRECTORS’ ASSOCIATION LIMITED
1. The name of the Association is” Queensland Funeral Directors’ Association Ltd”, and in its abbreviated form- “Q.F.D.A. Limited”.
2. The objects for which the Association is established are:
(a) To ascertain and study the general principles governing the business and profession of Funeral Directors, Embalmers, Cremators and others, directly or indirectly concerned with the disposal of the remains of deceased persons.
(b) To establish and maintain or assist in the establishment and maintenance of an Institute or College or course for the purpose of educating its members in the arts and crafts of embalming, death sanitation, cremation, the disposal of the remains of the human dead, and the principles and practices of funeral directing generally.
(c) To work for higher standards, clearer ideals and spirit of service, improved methods of equipment and organisation, increasing satisfactory relations with patrons, manufacturers and the public generally, and to promote a better and more harmonious understanding, not only among its members, but among all funeral directors.
(d) To form a code of practice whereby the transaction of business relating to the aforesaid matters may be simplified and facilitated.
(e) To build, provide, fit up, equip and maintain one or more cemeteries, crematoria or mausoleums, and to use or permit the same to be used for the burial or cremation of human remains and to provide urns and other suitable receptacles for such remains when cremated.
(f) To apply for purchase or otherwise acquire any patents, brevets d’invention, licences, concessions and limited right to use any secret or other information as to any invention which may seem capable of being used for any of the purposes of the Association or the acquisition of which may seem calculated to directly or indirectly benefit the Association and to use, exercise, develop or grant licences in respect of or otherwise turn to account the property right or information so acquired.
(g) With a view to promoting the interest of the Association to purchase, hire or otherwise acquire for the purposes of the Association any real or personal property, and in particular any lands, buildings furniture and effects, to sell, demise, let, mortgage or dispose of same.
(h) To erect, maintain, improve, or alter any buildings for the purpose of the Association.
(i) To borrow or raise money by the issue of, or upon bonds, debentures, bills of exchange, promissory notes, or other obligations or securities of the Association, or by mortgage or charge of all or any part of the property of the Association.
(j) With a view to promoting the interest of the Association to invest and deal with the monies of the Association not immediately required upon such securities, and in such manner as may from time to time be determined.
(k) To establish branches of the Association wherever desirable.
(l) To amalgamate or affiliate with any other Association having objects altogether or in part similar to those of this Association.
(m) To undertake, transact, and execute agency business of all kinds and also trusts of all kinds.
(n) To advertise the Association and its objects in such manner as may be deemed expedient with a view to furthering and increasing the interests of the Association.
(o) To establish or assist in the establishment and maintenance of any journal or publication having for its object either wholly or in part the furtherance of the objects of the Association.
(p) To acquire by subscription purchase or otherwise and to accept and take hold, or sell shares or stock in any Australian Society or undertaking the objects of which shall either in whole or in part be similar to those of this Association or such as may be likely to promote or advance the interests of the Association.
(q) To retain any profits accruing from any activity of the Association or the furtherance of the objects of the Association.
(r) To trade in any way desirable to further the interests of the Association or profession of funeral directing.
(s) To provide for the delivery and holding of lectures meetings and classes calculated directly or indirectly to instruct and educate the members of the Association.
(t) To maintain co-operation and liaison with other similar Associations.
(u) Generally to do such things as may appear identical with, or conducive to the attainment of the above objects or any of them.
3. The income of the Association, whencesoever derived, shall be applied solely towards the promotion of the objects of the Association as set forth in this Memorandum of Association and no portion shall be applied or transferred directly or indirectly by way of a dividend, bonus or otherwise whatsoever by way of profit to members of the Association except in the winding up of the Association provided that nothing herein contained shall prevent the payment in good faith of remuneration to any officer or servant or persons employed by the Association or to any member of the Association or other person in return for services actually rendered to the Association, for the repayment pf money advanced to or for the purpose of the Association by any member hereof, nor prevent the payment of interest on moneys borrowed by the Association at a rate not exceeding current bank overdraft rates charged by the Commonwealth Bank of Australia.
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4. Every member of the Association undertakes to contribute to the assets of the Associatiion in the event of the same being wound up during the time that he is a member or within one year afterwards for payment of the debts and liabilities of the Association contracted before the time at which he ceases to be a member and the cost, charges and expenses of winding up the same and for the adjustment of the rights of the contributories amongst themselves such amount as may be required not exceeding Twenty Dollars ($20.00) or in the case of his liability becoming unlimited such other amount as may be required in pursuance of Paragraph 3 of this Memorandum.
5. If upon winding up or dissolution of the Association there remains after the satisfaction of all its debts and liabilities any money or property whatsoever the same shall not be paid to or distributed among the members of the association but shall be given or transferred to some other institution or institutions having objects similar to the association to be determined by the members of the Association at or before the time of dissolution and in default thereof by the Supreme Court of Queensland or other Court as may have or require jurisdiction in this matter.
6. True accounts shall be kept of the sums of money received and expended by the Association and the manner in respect of which such receipt and expenditure takes place and of the appropriate credits and liabilities of the Association and subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the Articles of Associatiion or the by-laws of the Association for the time being shall be open to inspection of members. Once at least in every year the accounts of the Association shall be examined and the correctness of the balance sheet ascertained by one or more auditor or auditors.
7. The liability of the members is limited.
8. The full names, addresses and occupations of the subscribers to this memorandum of Association are:
NAME ADDRESS OCCUPATION
Charles Edward Smith 111 Eyre St.
Mt Gravatt.
Brisbane.Q.4122 Business Manager
Leslie Hugh Ockenden 5 Banning St.
Mt Gravatt.
Brisbane.Q.4122 Administration Manager
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ARTICLES OF ASSOCIATION OF QUEENSLAND FUNERAL DIRECTORS’ ASSOCIATION LTD
1. PRELIMINARY
1.1 In these presents and in any regulations thereunder, the following terms shall have the meaning respectively assigned to them if not inconsistent with the subject or context:
i) “Code of Ethics and Practice” means the Code of Ethics and Practice referred to in Article 10 as adopted from time to time by the Association
ii) Derivatives of any term to which a meaning is assigned by these articles shall have a corresponding meaning.
iii) Every word of the masculine gender shall be construed as including the feminine gender.
iv) Every word in the singular shall be construed as including the plural number and every word in the plural shall be construed as including the singular number
v) Every word in either of the said genders or numbers shall be construed as including a body corporate as well as an individual.
vi) “Funeral Directing Business” means a business that in the normal course of business engages in the preparation for burial or disposal and the directing and supervising for burial or disposal of dead human bodies
vii) “In writing” or “written” includes printing. lithography and other modes of representing or reproducing words in a visible form.
viii) “Regulations” means regulations made under the authority of these Articles.
ix) “Special Resolution” and “Extraordinary Resolution” shall have the same meanings as those assigned thereto by The Corporations Law
x ) “The Act” shall mean The Corporations Law
xi) “The Association” means the above-named association of which the abbreviated title shall be “QFDA”.
xii) “The Board” means the Board of Directors for the time being appointed in accordance with these Articles.
xiii) “The Office” means the registered office for the time being of the Association.
xiv) “The Register” means the register of members to be kept pursuant to The Act.
xv) “The Standards” means the Minimum Funeral Service Standards as adopted by the Association on 31 May 1996 as amended from time to time.
xvi) The terms “subsidiary, holding company, related body corporate and associated person” shall have the same meaning in these articles as they have in The Act.
xvii) “These presents” means and includes the Memorandum and Articles of Association from time to time in force.
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2. MEMBERSHIP
2.1 Eligibility
2.1.1 Eligibility for membership of the various categories of members shall be as set forth in these
Articles
2.1.2 Notwithstanding any person is eligible for membership the applicant shall not be or become a member of any category except upon due compliance with the rules herein set forth relating to application for membership to the board, and the granting of membership by the members.
2.1.3 No person shall be eligible for membership to any category unless the Board determines in its sole discretion that the applicant is of good character and good business reputation.
2.1.4 Where an applicant for Probationary or Ordinary Membership:-
i) owns;
ii) has a financial interest in;
iii) has one or more common directors with;
iv) has one or more common shareholders with;
v) is a subsidiary, holding company, related body corporate or associated person on;
any other funeral directing business within the state of Queensland the applicant shall not be eligible for membership unless each proprietor of each such other business is a member or also applies for and is accepted to membership of the Association..
2.1.5 Any member who ceases to comply with the membership criteria shall resign as a member of the Association.
2.2 Categories of Membership
2.2.1 The membership of the Association shall consist of Ordinary Members, Special Members, Affiliate Members, Associate Members, Probationary Members, Local Government Members, Retired Members and Life Members.
2.2.2 The number of members shall be unlimited.
2.3 Membership Criteria
2.3.1 Ordinary Member
2.3.1.1. A corporation, individual person or other legal entity carrying on a funeral directing business shall be eligible to apply for membership as an Ordinary Member, provided that the applicant:
i) has been a probationary member of the Association for a period of not less than 1
year or such other period of time as the Board in its absolute discretion shall from time to time prescribe; and
ii) has conducted to the satisfaction of the Board a funeral directing business; and
iii) has maintained for the whole of the probationary period a funeral establishment incorporating suitable premises as prescribed in The Standards, and that such premises and all other premises used for the carrying on of the funeral directing business shall have been inspected by the person appointed by the Board so to do and certified by the Board as complying with The Standards; and
iv) is the owner of a vehicle or vehicles as prescribed in The Standards and which vehicle/vehicles shall have all been inspected by the person appointed by the Board so to do and certified by the Board as complying with The Standards; and
v) provided that any other premises used in carrying on the funeral directing business during the period of the membership shall also be inspected by the person appointed by the Board so to do and certified by the Board as complying with The Standards; and
vi) provided further that any other vehicle used in carrying on the funeral directing business during the period of membership shall be approved and certified by the Board under such conditions as the Board may determine from time to time.
2.3.2 Special Member
2.3.2.1 A corporation, individual person or other legal entity not otherwise an Ordinary Member carrying on a funeral directing business which is established outside the State of Queensland and which is a member of an Association recognised by the Board shall be eligible to apply for Special Membership.
2.3.2.2 A Special Member shall be entitled to all the privileges of the Association save that the member may speak on any subject before the chair only at the discretion of the Chair and shall not move or second a motion and shall have no right to vote.
2.3.3 Affiliate Member
2.3.3.1 Any person having a financial interest in or is an employee of an Ordinary Member or Special Member may apply for Affiliate Membership of the Association provided that he holds a position which is acceptable to the Board with the Ordinary or Special Member.
2.3.3.2 Affiliate Members shall only be entitled to membership and to retain such membership so long as the Ordinary Member or Special Member retains membership of the association and provided that the position of the Affiliate Member with the Ordinary Member or Special Member remains acceptable to the Board.
2.3.3.3 An Affiliate Member shall be entitled to all the privileges of the Association save that the member may speak on any subject before the chair only at the discretion of the Chair and shall not move or second a motion and shall have no right to vote.
2.3.4 Associate Member
2.3.4.1 Any corporation, individual person or other legal entity which is engaged in the manufacture and/or supply of materials, equipment or services for use in the funeral service industry shall be eligible to apply for Associate membership.
2.3.4.2 An Associate Member shall be entitled to all the privileges of the Association save that the member may speak on any subject before the chair only at the discretion of the Chair and shall not move or second a motion and shall have no right to vote.
2.3.5 Probationary Member
2.3.5.1 A corporation, individual person or other legal entity carrying on a funeral directing business which applies for membership of the Association shall be required to complete not less than one year or such other period of time as the Board in its absolute discretion shall from time to time prescribe as a probationary member before being eligible to apply for membership as an Ordinary Member, commencing as from the date that the Application for Membership was approved at a general meeting of members.
2.3.5.2 Applicants for probationary membership will:
i) be the occupier of a funeral establishment incorporating suitable premises as prescribed in The Standards, and such premises and all other premises used for the carrying on of the funeral directing business shall have been inspected by the person appointed by the Board so to do and certified by the Board as complying with The Standards; and
ii) be the owner of a vehicle or vehicles as prescribed in The Standards and which vehicle/vehicles shall have all been inspected by the person appointed by the Board so to do and certified by the Board as complying with The Standards; and
iii) will be required to meet The Standards in all respects before admission as a probationary member.
2.3.5.3 On completion of nine months of the probation period, the member may lodge an application for membership as an Ordinary Member. This application will be handled as for a new application.
2.3.5.4 The granting of probationary membership in no way indicates that subsequent acceptance as an Ordinary Member will be forthcoming.
2.3.5.5 A Probationary Member shall be entitled to all the privileges of the Association save that the member may speak on any subject before the chair only at the discretion of the Chair and shall not move or second a motion and shall have no right to vote.
2.3.6 Local Government Member
2.3.6.1 Any Local Government which in the opinion of the Board performs sufficient of the functions of a funeral directing business for residents of its Local Government area shall be eligible to apply for membership as a Local Government member.
2.3.6.2 A Local Government Member shall be entitled to all the privileges of the Association save that the member may speak on any subject before the chair only at the discretion of the Chair and shall not move or second a motion and shall have no right to vote.
2.3.7 Retired Member
2.3.7.1 Persons who were actively engaged in the affairs of the Association but who are no longer
actively engaged in a funeral directing business shall be eligible to apply for Retired membership.
2.3.7.2 A Retired Member shall be entitled to all the privileges of the Association save that the member may speak on any subject before the chair only at the discretion of The Chair and shall not move or second a motion and shall have no right to vote.
2.3.8 Life Member
2.3.8.1 A person who in the unanimous opinion of the Board has given long and outstanding meritorious service to the Association may be recommended by the Board for life membership of the Association. The appointment of a Life Member shall only be made at an Annual General Meeting or at an Extraordinary General Meeting of the Association after due notice of the recommendation to make such appointment shall have been given in the agenda of such meeting.
2.3.8.2 A Life Member shall not be liable to pay any annual subscription but shall be entitled to all privileges of the Association including the right to vote at all general meetings of the Association.
2.3.8.3 In instances where a Life Member is the nominated representative of a member, that member shall be liable to pay the annual subscription.
2.4 Nominated Representatives – Primary and Secondary
2.4.1 A person shall be nominated in writing to represent an Ordinary Member, Special Member, Local Government Member, Probationary Member or Associate Member as Primary Representative and such representative shall hold a position with the member that is acceptable to the Board whose decision shall be final, and by virtue of this appointment, the representative shall have the power to make decisions on behalf of and to vote for the member.
2.4.2 Such appointment shall remain in force until the member shall notify the Secretary in writing of the cessation of such appointment.
2.4.3 No person shall be eligible to represent a member unless that person is of good character and good business reputation as determined by the Board in its absolute discretion.
2.4.4 All members shall have the right to nominate a Secondary Representative who subject to the next sub-clause shall meet the above requirements.
2.4.4.1 The Secondary Representative may speak on any subject before the chair only at the discretion of The Chair and shall not move or second a motion and shall have no right to vote, or to make decisions on behalf of the member save in the absence of the Primary Representative.
2.5 Applications for membership
2.5.1 All applications for membership of the Association shall be made in writing in the form prescribed by the Board, and shall be lodged with the Secretary of the Association. Applications for membership in the categories of Ordinary Member, Special Member and Affiliate, shall be accompanied by references from two responsible persons acceptable to the Board.
2.5.2 On receipt of the Application, should the Board decide in its absolute discretion that the referees are not acceptable, the applicant may be asked to provide references from other referees.
2.5.3 All applications shall be dealt with by the Board (subject to its right to adjourn the application to a subsequent meeting) at its first meeting following receipt of the application.
2.5.4 The Board may, in its absolute discretion and without assigning any reason therefor, refuse an application for any category of membership.
2.5.5 The Board, having exercised its decision to accept an application for membership other than for Probationary Member , Ordinary Member or Special Member, shall table such application at the first general meeting of members following its acceptance of the application for consideration. The meeting shall decide by simple majority whether or not to admit the applicant to membership.
2.5.5 In the case of applications for Probationary Member, Ordinary Member and Special Member:
a) The Secretary shall notify all members of such application by listing the application in the next edition of the Association Newsletter; and
b) Any Ordinary Member or Life Member may object in writing to any applicant being admitted to membership and such objection must be received by the Secretary prior to the commencement of the general meeting at which the application is to be voted upon.
c) The application and any objections thereto shall be considered by the next general meeting held not less than three months nor more than six months after the meeting at which the application was received by the board.
2.5.6 The general meeting shall decide by simple majority whether or not to admit the applicant to membership.
2.5.7 In the case of the general meeting declining to admit an applicant to membership, the Association shall not be required to assign any reason thereto.
2.6 Resignation of Membership
2.6.1 Any Ordinary Member of the Association who ceases to carry on a funeral directing business or who sells, transfers or assigns his interest therein, shall be deemed to have resigned from the Association.
2.6.2 Any member of the Association may resign from membership upon giving to the Secretary thirty day’s written notice thereof and paying all dues and other financial obligations payable before the date of expiry of such notice.
2.6.3 Upon resignation of membership the member shall forthwith return to the Secretary all certificates and other forms of designation of membership.
2.7 Complaints, Disputes and Penalties
2.7.1. A complaint against a member may be brought by a member of the public or by another member of the Association.
2.7.2. Complaints must be made in writing to the Secretary and where made by another member of the Association, must be accompanied by a fee as determined by the Board from time to time.
2.7.3. Disputes between members of the Association may also be brought to the Association for its assistance in the resolution of such disputes and must be notified in writing and accompanied by such fee as the Board may from time to time determine.
2.7.4. Complaints will initially be brought to the Board of directors which shall determine the matter as expeditiously as possible. The Board’s determination will be conveyed to both parties in writing as soon as possible after the matter is concluded.
2.7.5. Where the Board determines that a member against whom a complaint has been made has breached the Code of Ethics and Practice of the Association, failed to observe The Standards or in some other way has acted in a manner detrimental to the Association or to the funeral service industry as a whole, the Board may impose one or more of the following penalties:
i) Reprimand
ii) Severe Reprimand
iii) A fine not exceeding the amount paid by that member as membership Subscription for the current financial year
iv) Suspension of membership of the Association for a period not exceeding 12 months from the date the penalty was imposed
v) Expulsion from membership of the Association.
2.7.6. A member against whom the Board makes an adverse finding or imposes a penalty under the preceding sub-clause shall have the right to appeal the Board’s determination by having the matter considered at a General Meeting of the members. The determination of the General Meeting shall be final and binding on the member, the Board and the Association.
2.8 Suspension or termination of membership
2.8.1 The Board may suspend or terminate membership of any member who, in the opinion of the Board, has ceased to hold the qualifications for membership of the Association or is in arrears in payment of his subscriptions or any financial obligations hereunder or becomes mentally ill, bankrupt or insolvent or has been convicted of an indictable offence.
2.8.2 No membership shall be suspended or terminated unless such member shall have first been given written notice of the intention to suspend or terminate the membership of such member and have been given notice in writing of the time and place to appear or be represented before the Board and given the opportunity to show cause why membership should not be suspended or terminated.
2.8.3 If the member intends to be represented the member shall no later than seven (7) working days before the time appointed to appear before the Board provide in writing to the Secretary the full name address occupation and details of any legal or other qualifications held by the representative.
2.8.4 Upon termination or suspension of membership the member may appeal to the Association in general meeting to reconsider the suspension or termination.
2.8.5 Upon termination or suspension of membership the member shall forthwith return to the secretary all certificates and other forms of designation of membership.
2.9 Continuity of membership of bodies corporate
2.9.1 Where any member is a body corporate not being a company whose shares are listed on any Stock Exchange in Australia and more than fifty percent (50%) of the shares are transferred to persons not being shareholders at the time of admission to membership of the member the Board in its absolute discretion may require the member to resign and to apply again for membership as if the member had never been a member of the Association. Should the member refuse to resign, his membership shall be terminated forthwith.
2.9.2 It shall be incumbent upon a member to whom this article applies to advise the Board in writing as soon as practicable after the transfer of shares that the transfer of shares as referred to in the preceding paragraph has taken place.
2.9.3 The Board in its absolute discretion may deem that a transfer of shares to which this article applies has taken place and require the member to resign and re-apply for membership as provided in this article.
2.10 Register of members
2.10.1 There shall be kept in the Office of the Association by the Secretary under the control of the Board a Register of Members. There shall be entered into the register of members such information as the Board shall direct but such information shall include:
i) The name of the member and of the nominated representative(s) thereof
ii) The category of membership
iii) The business name(s), if any, under which the member trades
iv) The address of the members office and every branch office
v) In the case of Affiliate Members, the name and address of the member by which the Affiliate Member is employed.
2.10.2 The Register of Members shall be amended forthwith upon receipt of any information required to be recorded therein.
2.11 Certificates of membership
2.11.1 A Certificate of Membership may be issued in the name of each member entitled to receive it and any such certificate shall remain the property of the Association and shall be returned immediately upon demand by the Board.
2.12 Reinstatement
2.12.1 Where any member submits his resignation from the Association in accordance with the provisions of Article 2.6 hereof, then at the sole discretion of the Board such member may within a period of six (6) months from the date of acceptance by the Board of such resignation, and provided that the cause that required such resignation has been removed, become eligible for reinstatement by the Board as a member in the same category as he previously was admitted.
2.13 Fees and subscriptions
2.13.1 The annual subscription payable to the Association by an Ordinary Member shall be charged on a scale determined from time to time by the members at the Annual General Meeting of the Association calculated by reference to the number of funerals of adult deceased persons (excluding cases where a substantial discount was allowed for charitable reasons) conducted annually within the State of Queensland (based on the calendar year January 1 to December 31).
2.13.2 In calculating the number of funerals conducted, any transactions which include the sale of a coffin shall be counted as a funeral.
2.13.3 The annual subscription for all other categories of membership shall be determined by the members at the Annual General Meeting from time to time.
2.13.4 All fees shall be payable by June 30th following the Annual General Meeting.
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3. BOARD OF DIRECTORS
3.1 Election of the Board of Directors
3.1.1 At the first Annual General Meeting following adoption of this article, the Association shall elect A President, Vice President, Treasurer and not more than eight (8) directors. At subsequent Annual General Meetings, Article 3.1.8 shall take effect.
3.1.2 Any Primary Representative of an Ordinary Member or a Life Member of the Association wishing to nominate another Primary Representative of an Ordinary Member or a Life Member as a Director at an annual general meeting shall lodge with the Secretary before the time fixed for the annual general meeting, the form required by the Board proposing such person for election signed by the Primary Representative of an additional Ordinary Members or Life Member and with the
consent of the person nominated endorsed thereon. The person nominated shall be elected if approved by a majority of all Ordinary and Life Members present at such annual general meeting.
3.1.3 Should there be an insufficient number of candidates nominated the Chair may call for nominations from the meeting and if required by the Chair any nomination must be seconded and if the person so nominated consents to the nomination that person will be eligible for election.
3.1.4 All Directors must be Primary Representatives of Ordinary Members or be Life Members.
3.1.5 A President or a Vice President shall not hold that office for more than three (3) terms in succession without the approval of the Board
3.1.6 The continuing members of the Board may act notwithstanding any vacancy in their body. The minimum number of Directors shall be six (6) members and the maximum number shall be eight (8) members. Such minimum and maximum numbers may be altered by resolution passed at any general meeting of the Association provided that the minimum number is not reduced below the number of three (3).
3.1.7 If there is an insufficient number of candidates nominated, the Directors may appoint a person or persons to fill the vacancy or vacancies but so that the total number of Directors shall not exceed the maximum number fixed by the Articles.
3.1.8 The office of a Director shall ipso facto be vacated:
i) if he ceases to be the nominated Primary Representative of a Member;
ii) if he resigns;
iii) if the member for whom the Director is the Primary Representative is in arrears for more than 90 days or such time as decided by the Board after the due date for payment of its annual subscription;
iv) if he becomes bankrupt;
v) if he becomes of unsound mind or is a person whose person or estate is liable to be dealt with in any way under the law relating to mental health;
vi) if he is convicted of an indictable offence;
vii) if he is removed from office by a resolution of the Association in general meeting;
viii) if he is ineligible for office or to continue in office or is removed from office under
the provisions hereof;
ix) if he becomes prohibited from being a Director of a company by reason of any order made under The Act;
x ) if he ceased to be a Director by operation of The Act
xi) if he holds any undeclared office of profit under the Association;
xii) if he holds any undeclared direct or indirect interest in any contract or proposed contract with the Association ; or
xiii) if he is a Primary Representative of a Member which has ceased to be a Member.
3.1.9 Each Director who is appointed to the Board shall be appointed a Director for a term of one year. At all annual general meetings all positions shall be declared vacant and elections of President, Vice President, Treasurer and directors shall be conducted. Any retiring member of the Board shall be eligible for re-election and shall continue in office until the new Board is elected.
3.1.10 The Directors may at any time appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing directors, but so that the total number of directors does not at any time exceed the number determined in accordance with these articles.
3.1.11 Any Director so appointed holds office only until the next following Annual General Meeting and is then eligible for re-election.
3.1.12 The Immediate Past President shall remain as a director and shall not be subject to election whilst holding such office.
3.2 Powers and duties of the Board
3.2.1 Unless otherwise provided in these Articles, the management and control of the Association and of its funds shall be vested in the Board which in addition to the powers and authorities expressly conferred on it may exercise all such powers and do all such acts and things as may be exercised and done by the Association and which are not hereby expressed directed or required to be exercised or done by the Association in general meeting.
3.2.2 Without prejudice to the general powers conferred by the last preceding Article and the other powers conferred by these Articles, the Board shall have the following powers:
i) It may determine from time to time the Association's fees, charges and levies other than annual membership subscriptions as may be appropriate.
ii) It may make vary or repeal Regulations for the administration of the Association and the powers exercisable by them and may make and from time to time amend enlarge or revoke and make new Regulations ancillary to but not inconsistent with these Articles on all matters whether the same be expressed amongst its powers or not and it may from time to time prescribe all forms which it may consider necessary or expedient for the purpose of carrying out its duties.
iii) It may establish prizes or scholarships with such conditions attached as it may think fit.
iv) It may publish or approve and supervise the publication of journals books and papers and utilise any other means of communication.
v) It may at its discretion appoint remove or suspend such secretaries officers clerks agents servants and contractors for permanent temporary or special services as it may from time to time think fit and may determine their duties and fix their salaries or emoluments and may require security in such instances and to such amounts as it
shall think fit. It may also appoint from time to time the bankers and legal advisers of the Association.
vi) It may purchase rent or otherwise acquire and furnish suitable premises for the use of the Association.
vii) It may take cognizance of anything affecting the Association and shall have power to bring before it or its Committees or before general meetings of the Association any matters which it considers material to the Association and may make any recommendation in relation thereto. It may initiate or superintend an investigation under the Articles or Regulations of the Association.
viii) It must each year print a report of the proceedings of the Association during the preceding year including, a report of the proceedings of the annual general meeting of the Association, a list of all categories of members of the Association and such other information as it may deem of interest and it may circulate the same among the Members of the Association.
ix) So far as it may concern the Association it may institute conduct defend or abandon any legal proceedings by and against the Association or its officers or otherwise concerning the affairs of the Association and also may compound and allow time for payment or satisfaction of any debts due or of any claims or demands by or against the Association.
x ) It may make and give receipts releases and other discharges for moneys payable to the Association and for the claims and demands of the Association.
xi) It may invest and deal with any moneys of the Association upon such security and in such manner as it determines from time to time.
xii) It may establish maintain and conduct libraries for the use of Members of the Association and such other persons as the Board may from time to time approve.
xiii) It may adopt and give effect to a scheme for the payment of pensions or other
retiring allowances to employees of the Association.
xiv) It may make Regulations in regard to the making of awards and the graduation of students.
xv) It may establish branches of the Association which will operate in accordance with these Articles and regulations made by the Board.
xvi) It may establish procedures for the handling of complaints and disputes concerning members.
xvii) It may make such other Regulations as it may determine from time to time.
3.3 Proceedings of the Board
3.3.1 Questions arising at any meeting of the Board shall be decided by a vote, each Director being entitled to one vote. In the case of equality of votes The Chair shall have a second or casting vote.
3.3.2 The President and Vice President may each be removed from that office if three-quarters of the Directors agree by resolution in writing. Otherwise, the President and Vice President shall each respectively hold office until his successor is appointed and any casual vacancy occurring in these offices may be filled by a resolution of the Board of which notice shall have been given to all members of the Board. Any successor so appointed to fill a casual vacancy shall hold office only as long as the person in whose place he is appointed would have held office if the casual vacancy had not occurred.
3.3.3 A meeting of the Board for the time being at which a quorum is present shall be competent to exercise all or any of the authorities powers and discretions vested in it by any means whatsoever.
3.3.4 The Board may delegate any of its powers or functions (not being duties imposed on such Board as the Directors of the Association by the Act or the general law) to one or more committees consisting of such person or persons as the Board thinks fit including non-Members of the Association. Any committee so formed shall conform to any Regulation that may be imposed by the Board and subject thereto shall have the power to co-opt any Individual Member or Corporate Members of the Association and all members of such committees shall have one (1) vote.
3.3.5 The meetings and proceedings of every such committee consisting of two (2) or more members shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Board so far as the same are applicable thereto, but in the case of an equality of votes, The Chair of a meeting of a committee shall not have a second or casting vote.
3.3.6 No resolution of any committee shall bind the Board until adopted by the Board.
3.3.7 The Board shall cause minutes to be regularly kept for the purpose of recording the proceedings of its meetings or of meetings of its committees and of the name of all those present thereat and of all general meetings of the Association. The minutes of any meeting signed by The Chair of that meeting or of the next succeeding meeting of the Board or of any committee thereof or the company as the case may be shall be conclusive evidence of the transactions recorded in such minutes.
3.3.8 A resolution of the Board shall be a resolution passed at a meeting of the Board and shall be passed by a majority of the votes as hereinbefore provided.
3.3.9 The Board may meet together, either in person or by telephone, facsimile or any other form of instantaneous communication, for the dispatch of business, adjourn and otherwise regulate its meetings as it thinks fit.
3.3.10 A meeting of the Board shall be convened at any time upon the request of two (2) Directors.
3.3.11 A quorum shall consist of three (3) members of the Board.
3.3.12 If there is a vacancy or vacancies in the office of a Director or offices of Directors, the remaining Directors may act but, if the number of remaining Directors is not sufficient to constitute a quorum at a meeting of Directors, they may act only for the purpose of increasing the number of
Directors to a number sufficient to constitute such a quorum or for the purpose of convening a general meeting of the Association.
3.3.13 The President shall preside as chairman at every meeting of the Board or if there is no President or if at any meeting he is not present within fifteen (15) minutes after the time appointed for holding the meeting the Vice president shall be chairman or in the absence of both then the Directors may choose one of their number to be chairman of the meeting.
3.3.14 The Board may appoint one or more advisory committees or councils which shall act in an advisory capacity only. They shall conform to any Regulations that may be imposed by the Board and subject thereto shall have power to co-opt any Member or non-Member of the Association and all members of such advisory committees or councils shall have one (1) vote.
3.3.15 An advisory committee or council may meet and adjourn as it thinks proper. 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 Chair shall not have a second or casting vote.
3.3.16 All acts done by any meeting of the Board or of a committee or by any person acting as a Director shall notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director or person acting as aforesaid or that the Director or any of them were disqualified, be as valid as if every person had been duly appointed and was qualified to be a member of the Board or committee.
3.3.17 A resolution in writing signed by three-fourths of the Directors 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. Any such resolution may consist of several documents in like form each signed by one or more directors.
3.4 Directors may contract with the company
3.4.1 No director shall be disqualified by his office from contracting or entering into any
arrangement with the Association either as vendor, purchaser or otherwise, nor shall any such contract or arrangement or any contract or arrangement entered into by or on behalf of the Association in which any director shall be in any way interested be avoided, nor shall any director so contracting or being so interested be liable to account to the Association for any profit realised by any such contract or arrangement, by reason of such director holding that office or of the fiduciary relationship thereby established, but every director shall as soon as practicable after the relevant facts come to the director's knowledge, disclose at a meeting of the Board any interest in contracts or proposed contracts with the Association or of any office or property held by the directors which may create duties or interests in conflict with the directors’ duties or interests as directors.
3.4.2 A director who has a material personal interest in any contract or arrangement may not vote on the matter and must not be present while the matter is being considered by the Board unless the Board has (in the absence of the director) passed a resolution to the contrary. A Director who is interested in any contract or arrangement or proposed contract or agreement may notwithstanding such interest attest the affixing of the Seal to any document evidencing or otherwise connected with such contract or arrangement.
3.5 Expenses of Directors
3.5.1 Every Director may be paid from Association funds all reasonable travel, accommodation and other expenses incurred by the Director in attending meetings of the Association or of the Board or of any committees of the Board or while engaged on business of the Association.
3.6 Regulations
3.6.1 The Board may from time to time make, amend and repeal Regulations (subject to the Act, to the Memorandum and to these Articles) in respect of any matter authorised by these Articles and in respect of any subject or matter for the general order of the Association and the management and
conduct of its affairs and whether or not such subject or matter is expressly referred to in these Articles as one concerning which Regulations may be made.
3.6.2 Every Regulation when enforced shall be binding upon all Members of the Association and shall have the same effect as these Articles. The decision of the Board on the construction or interpretation of any Regulation shall be conclusive and shall bind all Members.
3.6.3 Notwithstanding the foregoing provisions of these Articles, the Association by resolution may amend or repeal Regulations made by the Board provided however that no such amendment or repeal of any Regulation made by the Board shall affect the validity of any act, matter or thing done or permitted to be done by the Board or by any member of the Board under the Regulations then in force.
3.7 Conciliation Committee
3.7.1 The Board may, at its discretion, appoint a Conciliation committee for the purpose of defending any action or actions or claims made by the Employees’ Union, or employees of any other body entitled to do so, and the members of the Conciliation Committee may deal with the same subject to the direction of the Board.
3.8 Secretary
3.8.1 The Secretary shall in accordance with the Act be appointed by the Board for such term upon such conditions as it thinks fit and any Secretary so appointed may be removed by it. Nothing herein shall prevent the Board from appointing a Member of the Company as Secretary.
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4. ACCOUNTS
4.1 Record keeping and reporting
4.1.1 The Board shall cause proper accounts and other records to be kept and shall distribute copies of every profit and loss account and balance sheet (including every document required by law to be attached thereto) accompanied by a copy of the auditor's report thereon as required by the Act PROVIDED HOWEVER that the Board shall cause to be made out and laid before each annual general meeting a balance sheet and profit and loss account made up to a date not more than five (5) months before the date of the meeting.
4.1.2 A copy of each balance sheet (including every document required by law to be annexed thereto) which is laid before the Association in annual general meeting, together with a copy of the
auditor's report, shall not less than fourteen (14) days before the date of the general meeting be sent to all persons entitled to receive notice of the general meeting.
4.2 Financial year
4.2.1 The financial year for the Association shall end on the last day of February.
4.3 Funds
4.3.1 The funds of the Association shall be promptly paid into an account with such recognised financial institution as the Board shall determine. All instruments drawn on the Bank account shall bear the signatures of any two of the President, Vice-President, Treasurer and a Director.
4.3.2 The members at any General meeting may vote a sum or sums out of the funds of the Association for the relief of any member or of the dependent or dependents of any deceased member or for any charitable purpose or to an officer or member of the Association for any service rendered to the Association, provided due notice shall have been included in the Notice of Meeting.
4.4 Inspection of records by members
4.4.1 The Board shall from time to time determine at what times and places and under what conditions or Regulations the accounting and other records of the Association shall be open to inspection by the Members.
4.5 Audit
4.5.1 A qualified auditor or qualified auditors shall be appointed and his or their duties will be
regulated in accordance with the Act.
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5. SEAL
5.1 The Board shall provide for the safe custody of the seal which shall only be used by the authority of the Board or of a committee of Directors authorised by the Board on its behalf 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 Director or by some other person appointed by the Board for that purpose.
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6. GENERAL MEETINGS
6.1 Annual General Meeting
6.1.1 An annual general meeting of the Association shall be held in accordance with the provisions of the Act.
6.2 General meetings
6.2.1 All meetings of the Association other than the annual general meeting shall be called general meetings.
6.2.2 Not less than four (4) general meetings shall be held in each calendar year.
6.2.3 The Board may, by giving appropriate notice call a general meeting. Every notice shall specify the purpose for which such a meeting is called. No other business shall be considered at such a meeting.
6.2.4 Subject to the provisions of the Act relating to special resolutions and agreements for shorter notice, at least fourteen (14) days written notice of each general meeting (exclusive of the date on which the notice is served or deemed to be served and exclusive of the day for which notice is given) specifying the place the day and the hour of meeting and in case of special business the general nature of that business shall be given to such persons as are entitled to receive notice of the meeting.
6.2.5 All business shall be special that is transacted at an extraordinary general meeting and all that is transacted at an annual general meeting shall be special with the exception of the
consideration of the accounts, balance sheets and the report of the Board and auditors and the appointment of the auditors, if necessary.
6.3 Proceedings at general meetings
6.3.1 No business shall be transacted at any general meeting unless a quorum of Members present in person is present at the time when the meeting proceeds to business. Unless otherwise provided in these Articles, five (5) members present in person or by proxy shall be a quorum. No business, except the adjournment of the meeting, shall be transacted unless a quorum is present.
6.3.2 If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to no earlier than 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.
6.3.3 The President shall preside as chair at every general meeting of the Association or if there is no President or if he is not present within fifteen (15) minutes after the time appointed for the holding of the meeting or is unwilling to act, the Vice President shall be The Chair or if the Vice President is not present or is unwilling to act then the members present shall elect one of their number to be The Chair of the meeting.
6.3.4 The Chair 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 business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty (30) days or more notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or the business to be transacted at an adjourned meeting.
6.4 Voting
6.4.1 At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by at least five (5) members present in person. Unless a poll is so demanded a declaration by The Chair that a resolution has on show of hands been carried or carried unanimously or by a particular majority or lost and an entry to that effect in the book containing the minutes of
the proceedings of the Association shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. The demand for a poll may be withdrawn.
6.4.2 If a poll is duly demanded it shall be taken in such a manner and either at once or after an interval or adjournment or otherwise as The Chair directs and the result of the poll shall be the resolution of the meeting at which the poll was demanded but a poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith.
6.4.3 In the case of an equality of votes whether on a show of hands or on a poll The Chair of the meeting at which the show of hands takes place or at which the poll is demanded shall not be entitled to a second or casting vote.
6.4.4 Each Ordinary Member and Life Member may vote in person or by proxy. On a show of hands every Member present in person or by proxy who is eligible to vote shall have one vote. Life Members shall be entitled to one (1) vote.
6.4.5 On a poll every Ordinary Member or Life Member present in person or by proxy shall have the same voting rights as above.
6.4.6 Unless all sums payable by any Member to the Company have been paid such Member shall not, unless the Board otherwise determines, be entitled to vote at a general meeting either personally or by representative, proxy or attorney or as representative, proxy or attorney for another Member or to exercise any privilege as a Member.
6.4.7 Any instrument appointing a proxy shall be in writing under the hand of the Member or of his or its attorney duly authorised in writing. A Member shall be entitled to instruct his or its proxy in favour of or against any proposed resolutions. Unless otherwise instructed the proxy may vote as he thinks fit. The instrument appointing a proxy may be in the following form or in a common or usual form;
Form of General Proxy
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I, __________________________________
of__________________________________
being a Member of the Queensland Funeral Directors’ Association Ltd hereby appoint_________________
of _________________
or failing him The Chair of the meeting as my proxy to vote for me on my behalf at the general meeting of the Company, to be held on the_________________
day of 19___________
and at any adjournment thereof. My proxy is hereby authorised to vote *in favour of/against the following resolutions/s:__________________________________________________
Signed this_________________ day of ____________________20
Signature)________________________________________
NOTE: If the Member desires to vote for or against any resolution the Member shall instruct the proxy accordingly. Unless otherwise instructed, the proxy may vote as he thinks fit.
* Delete whichever is not desired.
6.4.8 The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority shall be deposited with the Secretary before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or in the case of a poll, not less than forty-eight (48) hours, or such other time as the Board may determine, before the time appointed for the taking of the poll and in default the instrument of proxy shall not be valid.
6.4.9 Any Member who is eligible to vote and is or intends to be absent or resident abroad may deposit in the office an instrument duly stamped (if necessary) appointing a proxy which will be valid for all meetings whatsoever during such absence or residence or until revocation.
6.4.10 No instrument appointing a proxy shall be valid after the expiration of 12 months from the date of its execution.
6.4.11 A vote given in accordance with the terms of an instrument of proxy or attorney shall be valid notwithstanding the previous death or unsoundness of mind of the principal (or in the case of a Corporate Member if it is wound up) or revocation of the instrument or of the authority under which the instrument was executed provided that no notification in writing of such death, unsoundness of mind, winding up or revocation as aforesaid has been received by the Association at the registered office before the commencement of the meeting or adjourned meeting at which the instrument is used.
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7. NOTICES
7.1 Any notice required by law or by or under these Articles to be given to any Member shall be given by sending it by post or electronically to the address given to the Association by that Member.
7.2 Notice of every general meeting of the Association shall be given to:
i) every Member except those Members who have not supplied to the Association an address for the giving of notices to them;
ii) the auditor or auditors for the time being of the Association; and
iii) each Director.
7.3 No other person shall be entitled to receive notice of general meetings.
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8. INDEMNITY
8.1 The Associaiton is to indemnify each officer of the Association out of the assets of the Association to the relevant extent against any liability incurred by the officer in or arising out of the conduct of the business of the Association or in or arising out of the discharge of the duties of the officer unless the liability was incurred by the officer through his or her own dishonesty, lack of good faith or breach of duty.
8.2 In addition to Article 8.1, an officer of the Association, an officer of a subsidiary of the Association and any member of a committee established under these Articles may be indemnified to the relevant extent out of the assets of the Association against any liability incurred by the officer or member of such committee in or arising out of the conduct of the business of the Association or of
the subsidiary or in or arising out of the discharge of the duties of the officer where the Board considers it appropriate to do so.
8.3 Where the Board considers it appropriate to do so, the Association may pay amounts by way of premium in respect of any contract effecting insurance on behalf or in respect of an officer of the Association or a subsidiary against liability incurred by the officer in or arising out of the conduct of the business of the Association or of the subsidiary or in or arising out of the discharge of the duties of the officer.
8.4 In this Article:
i) "officer" means:
a) a director, secretary, executive officer, lecturer or employee;
or
b) a person appointed as a trustee by, or acting as a trustee at the request of, the Association or any member of a committee established under these Articles, and includes a former officer.
ii) "duties of the officer" includes, in any particular case where the Board considers it appropriate, duties arising by reason of the appointment, nomination or secondment in any capacity of an officer by the Association or, where applicable, any member of a committee established under these Articles to any other corporation.
iii) "to the relevant extent" means:
a) to the extent the Association is not precluded by law from doing so;
b) to the extent and for the amount that the officer is not otherwise
entitled to be indemnified and is not actually indemnified by another
person (including, in particular, an insurer under any insurance policy);
and
c) where the liability is incurred in or arising out of the conduct of the
business of another corporation or in the discharge of the duties of the
officer in relation to another corporation, to the extent and for the
amount that the officer is not entitled to be indemnified and is not
actually indemnified out of the assets of that corporation.
iv) "liability" means all costs, charges, losses, damages, expenses, penalties and
liabilities of any kind including, in particular, legal costs incurred in defending any
proceedings (whether criminal, civil, administrative or judicial) or appearing
before any court, tribunal, government authority or otherwise.
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9. ZONES
9.1 Upon the request of not less than ten, or such lesser number as the Board may determine, members carrying on business in any district, the Board may agree to the formation of a zone of the Association in that district, and such zone shall have power to appoint its own officers and committees, open an account in a bank, and authorise officers of the zone to operate on the zone's account.
9.2 Each zone shall operate over areas to be determined by the Board, and each zone shall be known as the name of its city, town or district or by such other name as may be approved by the Board.
9.3 The zone shall be active in the interests of members within the boundaries defined by the Board and shall not disband and/or reform without the consent of the Board and the convening, control and conduct of zone meetings shall be subject to any directions of the Board.
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10. CODE OF ETHICS AND PRACTICE
10.1 In order to foster and perpetuate high ethical standards in the funeral profession, each member upon acceptance into the membership shall pledge himself to adhere to The Code of Ethics and Practice as adopted by the Association from time to time.
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11. MEMBERSHIP IN OTHER ASSOCIATIONS
11.1 Upon the Association deciding at a General Meeting to become a part of or affiliated with other Associations of Funeral Directors, the Board is empowered to arrange for the collection and payment of the agreed capitation fees and representation to such Association under any agreement made with that Association.
11.2 Representatives to such Associations shall be elected at the Annual General Meeting in each year and the number of representatives shall be according to the ratio determined by that Association.
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12. CERTIFICATES OF APPRECIATION
12.1 The Board shall have the power to present Certificates of Appreciation to members or others who, in the opinion of the board, have proven worthy of receiving such certificates.
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13. ALTERATION AND AMENDMENT
13.1 These presents shall not be altered, amended or suspended or any new clause added without the sanction of a special resolution passed by three quarters of the members at an Annual General Meeting or an Extraordinary General Meeting called for that purpose of which notice shall have been given in accordance with Article 6.2.4 (unless waived in accordance with The Act) and PROVIDED THAT notice of any such alteration, amendment, suspension or addition shall be proposed and seconded by members of the Association.
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14. PROFITS AND WINDING UP
14.1 The provisions of Clauses 6 and 7 of the Memorandum of Association relating to the winding up or dissolution of the Company shall have effect and be observed as if the same were repeated in these Articles.
14.2 The Association may be dissolved by a resolution passed at an Extraordinary General meeting by a majority of three-fourths in number of members present and entitled to vote.
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1. The name of the Association is” Queensland Funeral Directors’ Association Ltd”, and in its abbreviated form- “Q.F.D.A. Limited”.
2. The objects for which the Association is established are:
(a) To ascertain and study the general principles governing the business and profession of Funeral Directors, Embalmers, Cremators and others, directly or indirectly concerned with the disposal of the remains of deceased persons.
(b) To establish and maintain or assist in the establishment and maintenance of an Institute or College or course for the purpose of educating its members in the arts and crafts of embalming, death sanitation, cremation, the disposal of the remains of the human dead, and the principles and practices of funeral directing generally.
(c) To work for higher standards, clearer ideals and spirit of service, improved methods of equipment and organisation, increasing satisfactory relations with patrons, manufacturers and the public generally, and to promote a better and more harmonious understanding, not only among its members, but among all funeral directors.
(d) To form a code of practice whereby the transaction of business relating to the aforesaid matters may be simplified and facilitated.
(e) To build, provide, fit up, equip and maintain one or more cemeteries, crematoria or mausoleums, and to use or permit the same to be used for the burial or cremation of human remains and to provide urns and other suitable receptacles for such remains when cremated.
(f) To apply for purchase or otherwise acquire any patents, brevets d’invention, licences, concessions and limited right to use any secret or other information as to any invention which may seem capable of being used for any of the purposes of the Association or the acquisition of which may seem calculated to directly or indirectly benefit the Association and to use, exercise, develop or grant licences in respect of or otherwise turn to account the property right or information so acquired.
(g) With a view to promoting the interest of the Association to purchase, hire or otherwise acquire for the purposes of the Association any real or personal property, and in particular any lands, buildings furniture and effects, to sell, demise, let, mortgage or dispose of same.
(h) To erect, maintain, improve, or alter any buildings for the purpose of the Association.
(i) To borrow or raise money by the issue of, or upon bonds, debentures, bills of exchange, promissory notes, or other obligations or securities of the Association, or by mortgage or charge of all or any part of the property of the Association.
(j) With a view to promoting the interest of the Association to invest and deal with the monies of the Association not immediately required upon such securities, and in such manner as may from time to time be determined.
(k) To establish branches of the Association wherever desirable.
(l) To amalgamate or affiliate with any other Association having objects altogether or in part similar to those of this Association.
(m) To undertake, transact, and execute agency business of all kinds and also trusts of all kinds.
(n) To advertise the Association and its objects in such manner as may be deemed expedient with a view to furthering and increasing the interests of the Association.
(o) To establish or assist in the establishment and maintenance of any journal or publication having for its object either wholly or in part the furtherance of the objects of the Association.
(p) To acquire by subscription purchase or otherwise and to accept and take hold, or sell shares or stock in any Australian Society or undertaking the objects of which shall either in whole or in part be similar to those of this Association or such as may be likely to promote or advance the interests of the Association.
(q) To retain any profits accruing from any activity of the Association or the furtherance of the objects of the Association.
(r) To trade in any way desirable to further the interests of the Association or profession of funeral directing.
(s) To provide for the delivery and holding of lectures meetings and classes calculated directly or indirectly to instruct and educate the members of the Association.
(t) To maintain co-operation and liaison with other similar Associations.
(u) Generally to do such things as may appear identical with, or conducive to the attainment of the above objects or any of them.
3. The income of the Association, whencesoever derived, shall be applied solely towards the promotion of the objects of the Association as set forth in this Memorandum of Association and no portion shall be applied or transferred directly or indirectly by way of a dividend, bonus or otherwise whatsoever by way of profit to members of the Association except in the winding up of the Association provided that nothing herein contained shall prevent the payment in good faith of remuneration to any officer or servant or persons employed by the Association or to any member of the Association or other person in return for services actually rendered to the Association, for the repayment pf money advanced to or for the purpose of the Association by any member hereof, nor prevent the payment of interest on moneys borrowed by the Association at a rate not exceeding current bank overdraft rates charged by the Commonwealth Bank of Australia.
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4. Every member of the Association undertakes to contribute to the assets of the Associatiion in the event of the same being wound up during the time that he is a member or within one year afterwards for payment of the debts and liabilities of the Association contracted before the time at which he ceases to be a member and the cost, charges and expenses of winding up the same and for the adjustment of the rights of the contributories amongst themselves such amount as may be required not exceeding Twenty Dollars ($20.00) or in the case of his liability becoming unlimited such other amount as may be required in pursuance of Paragraph 3 of this Memorandum.
5. If upon winding up or dissolution of the Association there remains after the satisfaction of all its debts and liabilities any money or property whatsoever the same shall not be paid to or distributed among the members of the association but shall be given or transferred to some other institution or institutions having objects similar to the association to be determined by the members of the Association at or before the time of dissolution and in default thereof by the Supreme Court of Queensland or other Court as may have or require jurisdiction in this matter.
6. True accounts shall be kept of the sums of money received and expended by the Association and the manner in respect of which such receipt and expenditure takes place and of the appropriate credits and liabilities of the Association and subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the Articles of Associatiion or the by-laws of the Association for the time being shall be open to inspection of members. Once at least in every year the accounts of the Association shall be examined and the correctness of the balance sheet ascertained by one or more auditor or auditors.
7. The liability of the members is limited.
8. The full names, addresses and occupations of the subscribers to this memorandum of Association are:
NAME ADDRESS OCCUPATION
Charles Edward Smith 111 Eyre St.
Mt Gravatt.
Brisbane.Q.4122 Business Manager
Leslie Hugh Ockenden 5 Banning St.
Mt Gravatt.
Brisbane.Q.4122 Administration Manager
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ARTICLES OF ASSOCIATION OF QUEENSLAND FUNERAL DIRECTORS’ ASSOCIATION LTD
1. PRELIMINARY
1.1 In these presents and in any regulations thereunder, the following terms shall have the meaning respectively assigned to them if not inconsistent with the subject or context:
i) “Code of Ethics and Practice” means the Code of Ethics and Practice referred to in Article 10 as adopted from time to time by the Association
ii) Derivatives of any term to which a meaning is assigned by these articles shall have a corresponding meaning.
iii) Every word of the masculine gender shall be construed as including the feminine gender.
iv) Every word in the singular shall be construed as including the plural number and every word in the plural shall be construed as including the singular number
v) Every word in either of the said genders or numbers shall be construed as including a body corporate as well as an individual.
vi) “Funeral Directing Business” means a business that in the normal course of business engages in the preparation for burial or disposal and the directing and supervising for burial or disposal of dead human bodies
vii) “In writing” or “written” includes printing. lithography and other modes of representing or reproducing words in a visible form.
viii) “Regulations” means regulations made under the authority of these Articles.
ix) “Special Resolution” and “Extraordinary Resolution” shall have the same meanings as those assigned thereto by The Corporations Law
x ) “The Act” shall mean The Corporations Law
xi) “The Association” means the above-named association of which the abbreviated title shall be “QFDA”.
xii) “The Board” means the Board of Directors for the time being appointed in accordance with these Articles.
xiii) “The Office” means the registered office for the time being of the Association.
xiv) “The Register” means the register of members to be kept pursuant to The Act.
xv) “The Standards” means the Minimum Funeral Service Standards as adopted by the Association on 31 May 1996 as amended from time to time.
xvi) The terms “subsidiary, holding company, related body corporate and associated person” shall have the same meaning in these articles as they have in The Act.
xvii) “These presents” means and includes the Memorandum and Articles of Association from time to time in force.
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2. MEMBERSHIP
2.1 Eligibility
2.1.1 Eligibility for membership of the various categories of members shall be as set forth in these
Articles
2.1.2 Notwithstanding any person is eligible for membership the applicant shall not be or become a member of any category except upon due compliance with the rules herein set forth relating to application for membership to the board, and the granting of membership by the members.
2.1.3 No person shall be eligible for membership to any category unless the Board determines in its sole discretion that the applicant is of good character and good business reputation.
2.1.4 Where an applicant for Probationary or Ordinary Membership:-
i) owns;
ii) has a financial interest in;
iii) has one or more common directors with;
iv) has one or more common shareholders with;
v) is a subsidiary, holding company, related body corporate or associated person on;
any other funeral directing business within the state of Queensland the applicant shall not be eligible for membership unless each proprietor of each such other business is a member or also applies for and is accepted to membership of the Association..
2.1.5 Any member who ceases to comply with the membership criteria shall resign as a member of the Association.
2.2 Categories of Membership
2.2.1 The membership of the Association shall consist of Ordinary Members, Special Members, Affiliate Members, Associate Members, Probationary Members, Local Government Members, Retired Members and Life Members.
2.2.2 The number of members shall be unlimited.
2.3 Membership Criteria
2.3.1 Ordinary Member
2.3.1.1. A corporation, individual person or other legal entity carrying on a funeral directing business shall be eligible to apply for membership as an Ordinary Member, provided that the applicant:
i) has been a probationary member of the Association for a period of not less than 1
year or such other period of time as the Board in its absolute discretion shall from time to time prescribe; and
ii) has conducted to the satisfaction of the Board a funeral directing business; and
iii) has maintained for the whole of the probationary period a funeral establishment incorporating suitable premises as prescribed in The Standards, and that such premises and all other premises used for the carrying on of the funeral directing business shall have been inspected by the person appointed by the Board so to do and certified by the Board as complying with The Standards; and
iv) is the owner of a vehicle or vehicles as prescribed in The Standards and which vehicle/vehicles shall have all been inspected by the person appointed by the Board so to do and certified by the Board as complying with The Standards; and
v) provided that any other premises used in carrying on the funeral directing business during the period of the membership shall also be inspected by the person appointed by the Board so to do and certified by the Board as complying with The Standards; and
vi) provided further that any other vehicle used in carrying on the funeral directing business during the period of membership shall be approved and certified by the Board under such conditions as the Board may determine from time to time.
2.3.2 Special Member
2.3.2.1 A corporation, individual person or other legal entity not otherwise an Ordinary Member carrying on a funeral directing business which is established outside the State of Queensland and which is a member of an Association recognised by the Board shall be eligible to apply for Special Membership.
2.3.2.2 A Special Member shall be entitled to all the privileges of the Association save that the member may speak on any subject before the chair only at the discretion of the Chair and shall not move or second a motion and shall have no right to vote.
2.3.3 Affiliate Member
2.3.3.1 Any person having a financial interest in or is an employee of an Ordinary Member or Special Member may apply for Affiliate Membership of the Association provided that he holds a position which is acceptable to the Board with the Ordinary or Special Member.
2.3.3.2 Affiliate Members shall only be entitled to membership and to retain such membership so long as the Ordinary Member or Special Member retains membership of the association and provided that the position of the Affiliate Member with the Ordinary Member or Special Member remains acceptable to the Board.
2.3.3.3 An Affiliate Member shall be entitled to all the privileges of the Association save that the member may speak on any subject before the chair only at the discretion of the Chair and shall not move or second a motion and shall have no right to vote.
2.3.4 Associate Member
2.3.4.1 Any corporation, individual person or other legal entity which is engaged in the manufacture and/or supply of materials, equipment or services for use in the funeral service industry shall be eligible to apply for Associate membership.
2.3.4.2 An Associate Member shall be entitled to all the privileges of the Association save that the member may speak on any subject before the chair only at the discretion of the Chair and shall not move or second a motion and shall have no right to vote.
2.3.5 Probationary Member
2.3.5.1 A corporation, individual person or other legal entity carrying on a funeral directing business which applies for membership of the Association shall be required to complete not less than one year or such other period of time as the Board in its absolute discretion shall from time to time prescribe as a probationary member before being eligible to apply for membership as an Ordinary Member, commencing as from the date that the Application for Membership was approved at a general meeting of members.
2.3.5.2 Applicants for probationary membership will:
i) be the occupier of a funeral establishment incorporating suitable premises as prescribed in The Standards, and such premises and all other premises used for the carrying on of the funeral directing business shall have been inspected by the person appointed by the Board so to do and certified by the Board as complying with The Standards; and
ii) be the owner of a vehicle or vehicles as prescribed in The Standards and which vehicle/vehicles shall have all been inspected by the person appointed by the Board so to do and certified by the Board as complying with The Standards; and
iii) will be required to meet The Standards in all respects before admission as a probationary member.
2.3.5.3 On completion of nine months of the probation period, the member may lodge an application for membership as an Ordinary Member. This application will be handled as for a new application.
2.3.5.4 The granting of probationary membership in no way indicates that subsequent acceptance as an Ordinary Member will be forthcoming.
2.3.5.5 A Probationary Member shall be entitled to all the privileges of the Association save that the member may speak on any subject before the chair only at the discretion of the Chair and shall not move or second a motion and shall have no right to vote.
2.3.6 Local Government Member
2.3.6.1 Any Local Government which in the opinion of the Board performs sufficient of the functions of a funeral directing business for residents of its Local Government area shall be eligible to apply for membership as a Local Government member.
2.3.6.2 A Local Government Member shall be entitled to all the privileges of the Association save that the member may speak on any subject before the chair only at the discretion of the Chair and shall not move or second a motion and shall have no right to vote.
2.3.7 Retired Member
2.3.7.1 Persons who were actively engaged in the affairs of the Association but who are no longer
actively engaged in a funeral directing business shall be eligible to apply for Retired membership.
2.3.7.2 A Retired Member shall be entitled to all the privileges of the Association save that the member may speak on any subject before the chair only at the discretion of The Chair and shall not move or second a motion and shall have no right to vote.
2.3.8 Life Member
2.3.8.1 A person who in the unanimous opinion of the Board has given long and outstanding meritorious service to the Association may be recommended by the Board for life membership of the Association. The appointment of a Life Member shall only be made at an Annual General Meeting or at an Extraordinary General Meeting of the Association after due notice of the recommendation to make such appointment shall have been given in the agenda of such meeting.
2.3.8.2 A Life Member shall not be liable to pay any annual subscription but shall be entitled to all privileges of the Association including the right to vote at all general meetings of the Association.
2.3.8.3 In instances where a Life Member is the nominated representative of a member, that member shall be liable to pay the annual subscription.
2.4 Nominated Representatives – Primary and Secondary
2.4.1 A person shall be nominated in writing to represent an Ordinary Member, Special Member, Local Government Member, Probationary Member or Associate Member as Primary Representative and such representative shall hold a position with the member that is acceptable to the Board whose decision shall be final, and by virtue of this appointment, the representative shall have the power to make decisions on behalf of and to vote for the member.
2.4.2 Such appointment shall remain in force until the member shall notify the Secretary in writing of the cessation of such appointment.
2.4.3 No person shall be eligible to represent a member unless that person is of good character and good business reputation as determined by the Board in its absolute discretion.
2.4.4 All members shall have the right to nominate a Secondary Representative who subject to the next sub-clause shall meet the above requirements.
2.4.4.1 The Secondary Representative may speak on any subject before the chair only at the discretion of The Chair and shall not move or second a motion and shall have no right to vote, or to make decisions on behalf of the member save in the absence of the Primary Representative.
2.5 Applications for membership
2.5.1 All applications for membership of the Association shall be made in writing in the form prescribed by the Board, and shall be lodged with the Secretary of the Association. Applications for membership in the categories of Ordinary Member, Special Member and Affiliate, shall be accompanied by references from two responsible persons acceptable to the Board.
2.5.2 On receipt of the Application, should the Board decide in its absolute discretion that the referees are not acceptable, the applicant may be asked to provide references from other referees.
2.5.3 All applications shall be dealt with by the Board (subject to its right to adjourn the application to a subsequent meeting) at its first meeting following receipt of the application.
2.5.4 The Board may, in its absolute discretion and without assigning any reason therefor, refuse an application for any category of membership.
2.5.5 The Board, having exercised its decision to accept an application for membership other than for Probationary Member , Ordinary Member or Special Member, shall table such application at the first general meeting of members following its acceptance of the application for consideration. The meeting shall decide by simple majority whether or not to admit the applicant to membership.
2.5.5 In the case of applications for Probationary Member, Ordinary Member and Special Member:
a) The Secretary shall notify all members of such application by listing the application in the next edition of the Association Newsletter; and
b) Any Ordinary Member or Life Member may object in writing to any applicant being admitted to membership and such objection must be received by the Secretary prior to the commencement of the general meeting at which the application is to be voted upon.
c) The application and any objections thereto shall be considered by the next general meeting held not less than three months nor more than six months after the meeting at which the application was received by the board.
2.5.6 The general meeting shall decide by simple majority whether or not to admit the applicant to membership.
2.5.7 In the case of the general meeting declining to admit an applicant to membership, the Association shall not be required to assign any reason thereto.
2.6 Resignation of Membership
2.6.1 Any Ordinary Member of the Association who ceases to carry on a funeral directing business or who sells, transfers or assigns his interest therein, shall be deemed to have resigned from the Association.
2.6.2 Any member of the Association may resign from membership upon giving to the Secretary thirty day’s written notice thereof and paying all dues and other financial obligations payable before the date of expiry of such notice.
2.6.3 Upon resignation of membership the member shall forthwith return to the Secretary all certificates and other forms of designation of membership.
2.7 Complaints, Disputes and Penalties
2.7.1. A complaint against a member may be brought by a member of the public or by another member of the Association.
2.7.2. Complaints must be made in writing to the Secretary and where made by another member of the Association, must be accompanied by a fee as determined by the Board from time to time.
2.7.3. Disputes between members of the Association may also be brought to the Association for its assistance in the resolution of such disputes and must be notified in writing and accompanied by such fee as the Board may from time to time determine.
2.7.4. Complaints will initially be brought to the Board of directors which shall determine the matter as expeditiously as possible. The Board’s determination will be conveyed to both parties in writing as soon as possible after the matter is concluded.
2.7.5. Where the Board determines that a member against whom a complaint has been made has breached the Code of Ethics and Practice of the Association, failed to observe The Standards or in some other way has acted in a manner detrimental to the Association or to the funeral service industry as a whole, the Board may impose one or more of the following penalties:
i) Reprimand
ii) Severe Reprimand
iii) A fine not exceeding the amount paid by that member as membership Subscription for the current financial year
iv) Suspension of membership of the Association for a period not exceeding 12 months from the date the penalty was imposed
v) Expulsion from membership of the Association.
2.7.6. A member against whom the Board makes an adverse finding or imposes a penalty under the preceding sub-clause shall have the right to appeal the Board’s determination by having the matter considered at a General Meeting of the members. The determination of the General Meeting shall be final and binding on the member, the Board and the Association.
2.8 Suspension or termination of membership
2.8.1 The Board may suspend or terminate membership of any member who, in the opinion of the Board, has ceased to hold the qualifications for membership of the Association or is in arrears in payment of his subscriptions or any financial obligations hereunder or becomes mentally ill, bankrupt or insolvent or has been convicted of an indictable offence.
2.8.2 No membership shall be suspended or terminated unless such member shall have first been given written notice of the intention to suspend or terminate the membership of such member and have been given notice in writing of the time and place to appear or be represented before the Board and given the opportunity to show cause why membership should not be suspended or terminated.
2.8.3 If the member intends to be represented the member shall no later than seven (7) working days before the time appointed to appear before the Board provide in writing to the Secretary the full name address occupation and details of any legal or other qualifications held by the representative.
2.8.4 Upon termination or suspension of membership the member may appeal to the Association in general meeting to reconsider the suspension or termination.
2.8.5 Upon termination or suspension of membership the member shall forthwith return to the secretary all certificates and other forms of designation of membership.
2.9 Continuity of membership of bodies corporate
2.9.1 Where any member is a body corporate not being a company whose shares are listed on any Stock Exchange in Australia and more than fifty percent (50%) of the shares are transferred to persons not being shareholders at the time of admission to membership of the member the Board in its absolute discretion may require the member to resign and to apply again for membership as if the member had never been a member of the Association. Should the member refuse to resign, his membership shall be terminated forthwith.
2.9.2 It shall be incumbent upon a member to whom this article applies to advise the Board in writing as soon as practicable after the transfer of shares that the transfer of shares as referred to in the preceding paragraph has taken place.
2.9.3 The Board in its absolute discretion may deem that a transfer of shares to which this article applies has taken place and require the member to resign and re-apply for membership as provided in this article.
2.10 Register of members
2.10.1 There shall be kept in the Office of the Association by the Secretary under the control of the Board a Register of Members. There shall be entered into the register of members such information as the Board shall direct but such information shall include:
i) The name of the member and of the nominated representative(s) thereof
ii) The category of membership
iii) The business name(s), if any, under which the member trades
iv) The address of the members office and every branch office
v) In the case of Affiliate Members, the name and address of the member by which the Affiliate Member is employed.
2.10.2 The Register of Members shall be amended forthwith upon receipt of any information required to be recorded therein.
2.11 Certificates of membership
2.11.1 A Certificate of Membership may be issued in the name of each member entitled to receive it and any such certificate shall remain the property of the Association and shall be returned immediately upon demand by the Board.
2.12 Reinstatement
2.12.1 Where any member submits his resignation from the Association in accordance with the provisions of Article 2.6 hereof, then at the sole discretion of the Board such member may within a period of six (6) months from the date of acceptance by the Board of such resignation, and provided that the cause that required such resignation has been removed, become eligible for reinstatement by the Board as a member in the same category as he previously was admitted.
2.13 Fees and subscriptions
2.13.1 The annual subscription payable to the Association by an Ordinary Member shall be charged on a scale determined from time to time by the members at the Annual General Meeting of the Association calculated by reference to the number of funerals of adult deceased persons (excluding cases where a substantial discount was allowed for charitable reasons) conducted annually within the State of Queensland (based on the calendar year January 1 to December 31).
2.13.2 In calculating the number of funerals conducted, any transactions which include the sale of a coffin shall be counted as a funeral.
2.13.3 The annual subscription for all other categories of membership shall be determined by the members at the Annual General Meeting from time to time.
2.13.4 All fees shall be payable by June 30th following the Annual General Meeting.
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3. BOARD OF DIRECTORS
3.1 Election of the Board of Directors
3.1.1 At the first Annual General Meeting following adoption of this article, the Association shall elect A President, Vice President, Treasurer and not more than eight (8) directors. At subsequent Annual General Meetings, Article 3.1.8 shall take effect.
3.1.2 Any Primary Representative of an Ordinary Member or a Life Member of the Association wishing to nominate another Primary Representative of an Ordinary Member or a Life Member as a Director at an annual general meeting shall lodge with the Secretary before the time fixed for the annual general meeting, the form required by the Board proposing such person for election signed by the Primary Representative of an additional Ordinary Members or Life Member and with the
consent of the person nominated endorsed thereon. The person nominated shall be elected if approved by a majority of all Ordinary and Life Members present at such annual general meeting.
3.1.3 Should there be an insufficient number of candidates nominated the Chair may call for nominations from the meeting and if required by the Chair any nomination must be seconded and if the person so nominated consents to the nomination that person will be eligible for election.
3.1.4 All Directors must be Primary Representatives of Ordinary Members or be Life Members.
3.1.5 A President or a Vice President shall not hold that office for more than three (3) terms in succession without the approval of the Board
3.1.6 The continuing members of the Board may act notwithstanding any vacancy in their body. The minimum number of Directors shall be six (6) members and the maximum number shall be eight (8) members. Such minimum and maximum numbers may be altered by resolution passed at any general meeting of the Association provided that the minimum number is not reduced below the number of three (3).
3.1.7 If there is an insufficient number of candidates nominated, the Directors may appoint a person or persons to fill the vacancy or vacancies but so that the total number of Directors shall not exceed the maximum number fixed by the Articles.
3.1.8 The office of a Director shall ipso facto be vacated:
i) if he ceases to be the nominated Primary Representative of a Member;
ii) if he resigns;
iii) if the member for whom the Director is the Primary Representative is in arrears for more than 90 days or such time as decided by the Board after the due date for payment of its annual subscription;
iv) if he becomes bankrupt;
v) if he becomes of unsound mind or is a person whose person or estate is liable to be dealt with in any way under the law relating to mental health;
vi) if he is convicted of an indictable offence;
vii) if he is removed from office by a resolution of the Association in general meeting;
viii) if he is ineligible for office or to continue in office or is removed from office under
the provisions hereof;
ix) if he becomes prohibited from being a Director of a company by reason of any order made under The Act;
x ) if he ceased to be a Director by operation of The Act
xi) if he holds any undeclared office of profit under the Association;
xii) if he holds any undeclared direct or indirect interest in any contract or proposed contract with the Association ; or
xiii) if he is a Primary Representative of a Member which has ceased to be a Member.
3.1.9 Each Director who is appointed to the Board shall be appointed a Director for a term of one year. At all annual general meetings all positions shall be declared vacant and elections of President, Vice President, Treasurer and directors shall be conducted. Any retiring member of the Board shall be eligible for re-election and shall continue in office until the new Board is elected.
3.1.10 The Directors may at any time appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing directors, but so that the total number of directors does not at any time exceed the number determined in accordance with these articles.
3.1.11 Any Director so appointed holds office only until the next following Annual General Meeting and is then eligible for re-election.
3.1.12 The Immediate Past President shall remain as a director and shall not be subject to election whilst holding such office.
3.2 Powers and duties of the Board
3.2.1 Unless otherwise provided in these Articles, the management and control of the Association and of its funds shall be vested in the Board which in addition to the powers and authorities expressly conferred on it may exercise all such powers and do all such acts and things as may be exercised and done by the Association and which are not hereby expressed directed or required to be exercised or done by the Association in general meeting.
3.2.2 Without prejudice to the general powers conferred by the last preceding Article and the other powers conferred by these Articles, the Board shall have the following powers:
i) It may determine from time to time the Association's fees, charges and levies other than annual membership subscriptions as may be appropriate.
ii) It may make vary or repeal Regulations for the administration of the Association and the powers exercisable by them and may make and from time to time amend enlarge or revoke and make new Regulations ancillary to but not inconsistent with these Articles on all matters whether the same be expressed amongst its powers or not and it may from time to time prescribe all forms which it may consider necessary or expedient for the purpose of carrying out its duties.
iii) It may establish prizes or scholarships with such conditions attached as it may think fit.
iv) It may publish or approve and supervise the publication of journals books and papers and utilise any other means of communication.
v) It may at its discretion appoint remove or suspend such secretaries officers clerks agents servants and contractors for permanent temporary or special services as it may from time to time think fit and may determine their duties and fix their salaries or emoluments and may require security in such instances and to such amounts as it
shall think fit. It may also appoint from time to time the bankers and legal advisers of the Association.
vi) It may purchase rent or otherwise acquire and furnish suitable premises for the use of the Association.
vii) It may take cognizance of anything affecting the Association and shall have power to bring before it or its Committees or before general meetings of the Association any matters which it considers material to the Association and may make any recommendation in relation thereto. It may initiate or superintend an investigation under the Articles or Regulations of the Association.
viii) It must each year print a report of the proceedings of the Association during the preceding year including, a report of the proceedings of the annual general meeting of the Association, a list of all categories of members of the Association and such other information as it may deem of interest and it may circulate the same among the Members of the Association.
ix) So far as it may concern the Association it may institute conduct defend or abandon any legal proceedings by and against the Association or its officers or otherwise concerning the affairs of the Association and also may compound and allow time for payment or satisfaction of any debts due or of any claims or demands by or against the Association.
x ) It may make and give receipts releases and other discharges for moneys payable to the Association and for the claims and demands of the Association.
xi) It may invest and deal with any moneys of the Association upon such security and in such manner as it determines from time to time.
xii) It may establish maintain and conduct libraries for the use of Members of the Association and such other persons as the Board may from time to time approve.
xiii) It may adopt and give effect to a scheme for the payment of pensions or other
retiring allowances to employees of the Association.
xiv) It may make Regulations in regard to the making of awards and the graduation of students.
xv) It may establish branches of the Association which will operate in accordance with these Articles and regulations made by the Board.
xvi) It may establish procedures for the handling of complaints and disputes concerning members.
xvii) It may make such other Regulations as it may determine from time to time.
3.3 Proceedings of the Board
3.3.1 Questions arising at any meeting of the Board shall be decided by a vote, each Director being entitled to one vote. In the case of equality of votes The Chair shall have a second or casting vote.
3.3.2 The President and Vice President may each be removed from that office if three-quarters of the Directors agree by resolution in writing. Otherwise, the President and Vice President shall each respectively hold office until his successor is appointed and any casual vacancy occurring in these offices may be filled by a resolution of the Board of which notice shall have been given to all members of the Board. Any successor so appointed to fill a casual vacancy shall hold office only as long as the person in whose place he is appointed would have held office if the casual vacancy had not occurred.
3.3.3 A meeting of the Board for the time being at which a quorum is present shall be competent to exercise all or any of the authorities powers and discretions vested in it by any means whatsoever.
3.3.4 The Board may delegate any of its powers or functions (not being duties imposed on such Board as the Directors of the Association by the Act or the general law) to one or more committees consisting of such person or persons as the Board thinks fit including non-Members of the Association. Any committee so formed shall conform to any Regulation that may be imposed by the Board and subject thereto shall have the power to co-opt any Individual Member or Corporate Members of the Association and all members of such committees shall have one (1) vote.
3.3.5 The meetings and proceedings of every such committee consisting of two (2) or more members shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Board so far as the same are applicable thereto, but in the case of an equality of votes, The Chair of a meeting of a committee shall not have a second or casting vote.
3.3.6 No resolution of any committee shall bind the Board until adopted by the Board.
3.3.7 The Board shall cause minutes to be regularly kept for the purpose of recording the proceedings of its meetings or of meetings of its committees and of the name of all those present thereat and of all general meetings of the Association. The minutes of any meeting signed by The Chair of that meeting or of the next succeeding meeting of the Board or of any committee thereof or the company as the case may be shall be conclusive evidence of the transactions recorded in such minutes.
3.3.8 A resolution of the Board shall be a resolution passed at a meeting of the Board and shall be passed by a majority of the votes as hereinbefore provided.
3.3.9 The Board may meet together, either in person or by telephone, facsimile or any other form of instantaneous communication, for the dispatch of business, adjourn and otherwise regulate its meetings as it thinks fit.
3.3.10 A meeting of the Board shall be convened at any time upon the request of two (2) Directors.
3.3.11 A quorum shall consist of three (3) members of the Board.
3.3.12 If there is a vacancy or vacancies in the office of a Director or offices of Directors, the remaining Directors may act but, if the number of remaining Directors is not sufficient to constitute a quorum at a meeting of Directors, they may act only for the purpose of increasing the number of
Directors to a number sufficient to constitute such a quorum or for the purpose of convening a general meeting of the Association.
3.3.13 The President shall preside as chairman at every meeting of the Board or if there is no President or if at any meeting he is not present within fifteen (15) minutes after the time appointed for holding the meeting the Vice president shall be chairman or in the absence of both then the Directors may choose one of their number to be chairman of the meeting.
3.3.14 The Board may appoint one or more advisory committees or councils which shall act in an advisory capacity only. They shall conform to any Regulations that may be imposed by the Board and subject thereto shall have power to co-opt any Member or non-Member of the Association and all members of such advisory committees or councils shall have one (1) vote.
3.3.15 An advisory committee or council may meet and adjourn as it thinks proper. 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 Chair shall not have a second or casting vote.
3.3.16 All acts done by any meeting of the Board or of a committee or by any person acting as a Director shall notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director or person acting as aforesaid or that the Director or any of them were disqualified, be as valid as if every person had been duly appointed and was qualified to be a member of the Board or committee.
3.3.17 A resolution in writing signed by three-fourths of the Directors 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. Any such resolution may consist of several documents in like form each signed by one or more directors.
3.4 Directors may contract with the company
3.4.1 No director shall be disqualified by his office from contracting or entering into any
arrangement with the Association either as vendor, purchaser or otherwise, nor shall any such contract or arrangement or any contract or arrangement entered into by or on behalf of the Association in which any director shall be in any way interested be avoided, nor shall any director so contracting or being so interested be liable to account to the Association for any profit realised by any such contract or arrangement, by reason of such director holding that office or of the fiduciary relationship thereby established, but every director shall as soon as practicable after the relevant facts come to the director's knowledge, disclose at a meeting of the Board any interest in contracts or proposed contracts with the Association or of any office or property held by the directors which may create duties or interests in conflict with the directors’ duties or interests as directors.
3.4.2 A director who has a material personal interest in any contract or arrangement may not vote on the matter and must not be present while the matter is being considered by the Board unless the Board has (in the absence of the director) passed a resolution to the contrary. A Director who is interested in any contract or arrangement or proposed contract or agreement may notwithstanding such interest attest the affixing of the Seal to any document evidencing or otherwise connected with such contract or arrangement.
3.5 Expenses of Directors
3.5.1 Every Director may be paid from Association funds all reasonable travel, accommodation and other expenses incurred by the Director in attending meetings of the Association or of the Board or of any committees of the Board or while engaged on business of the Association.
3.6 Regulations
3.6.1 The Board may from time to time make, amend and repeal Regulations (subject to the Act, to the Memorandum and to these Articles) in respect of any matter authorised by these Articles and in respect of any subject or matter for the general order of the Association and the management and
conduct of its affairs and whether or not such subject or matter is expressly referred to in these Articles as one concerning which Regulations may be made.
3.6.2 Every Regulation when enforced shall be binding upon all Members of the Association and shall have the same effect as these Articles. The decision of the Board on the construction or interpretation of any Regulation shall be conclusive and shall bind all Members.
3.6.3 Notwithstanding the foregoing provisions of these Articles, the Association by resolution may amend or repeal Regulations made by the Board provided however that no such amendment or repeal of any Regulation made by the Board shall affect the validity of any act, matter or thing done or permitted to be done by the Board or by any member of the Board under the Regulations then in force.
3.7 Conciliation Committee
3.7.1 The Board may, at its discretion, appoint a Conciliation committee for the purpose of defending any action or actions or claims made by the Employees’ Union, or employees of any other body entitled to do so, and the members of the Conciliation Committee may deal with the same subject to the direction of the Board.
3.8 Secretary
3.8.1 The Secretary shall in accordance with the Act be appointed by the Board for such term upon such conditions as it thinks fit and any Secretary so appointed may be removed by it. Nothing herein shall prevent the Board from appointing a Member of the Company as Secretary.
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4. ACCOUNTS
4.1 Record keeping and reporting
4.1.1 The Board shall cause proper accounts and other records to be kept and shall distribute copies of every profit and loss account and balance sheet (including every document required by law to be attached thereto) accompanied by a copy of the auditor's report thereon as required by the Act PROVIDED HOWEVER that the Board shall cause to be made out and laid before each annual general meeting a balance sheet and profit and loss account made up to a date not more than five (5) months before the date of the meeting.
4.1.2 A copy of each balance sheet (including every document required by law to be annexed thereto) which is laid before the Association in annual general meeting, together with a copy of the
auditor's report, shall not less than fourteen (14) days before the date of the general meeting be sent to all persons entitled to receive notice of the general meeting.
4.2 Financial year
4.2.1 The financial year for the Association shall end on the last day of February.
4.3 Funds
4.3.1 The funds of the Association shall be promptly paid into an account with such recognised financial institution as the Board shall determine. All instruments drawn on the Bank account shall bear the signatures of any two of the President, Vice-President, Treasurer and a Director.
4.3.2 The members at any General meeting may vote a sum or sums out of the funds of the Association for the relief of any member or of the dependent or dependents of any deceased member or for any charitable purpose or to an officer or member of the Association for any service rendered to the Association, provided due notice shall have been included in the Notice of Meeting.
4.4 Inspection of records by members
4.4.1 The Board shall from time to time determine at what times and places and under what conditions or Regulations the accounting and other records of the Association shall be open to inspection by the Members.
4.5 Audit
4.5.1 A qualified auditor or qualified auditors shall be appointed and his or their duties will be
regulated in accordance with the Act.
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5. SEAL
5.1 The Board shall provide for the safe custody of the seal which shall only be used by the authority of the Board or of a committee of Directors authorised by the Board on its behalf 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 Director or by some other person appointed by the Board for that purpose.
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6. GENERAL MEETINGS
6.1 Annual General Meeting
6.1.1 An annual general meeting of the Association shall be held in accordance with the provisions of the Act.
6.2 General meetings
6.2.1 All meetings of the Association other than the annual general meeting shall be called general meetings.
6.2.2 Not less than four (4) general meetings shall be held in each calendar year.
6.2.3 The Board may, by giving appropriate notice call a general meeting. Every notice shall specify the purpose for which such a meeting is called. No other business shall be considered at such a meeting.
6.2.4 Subject to the provisions of the Act relating to special resolutions and agreements for shorter notice, at least fourteen (14) days written notice of each general meeting (exclusive of the date on which the notice is served or deemed to be served and exclusive of the day for which notice is given) specifying the place the day and the hour of meeting and in case of special business the general nature of that business shall be given to such persons as are entitled to receive notice of the meeting.
6.2.5 All business shall be special that is transacted at an extraordinary general meeting and all that is transacted at an annual general meeting shall be special with the exception of the
consideration of the accounts, balance sheets and the report of the Board and auditors and the appointment of the auditors, if necessary.
6.3 Proceedings at general meetings
6.3.1 No business shall be transacted at any general meeting unless a quorum of Members present in person is present at the time when the meeting proceeds to business. Unless otherwise provided in these Articles, five (5) members present in person or by proxy shall be a quorum. No business, except the adjournment of the meeting, shall be transacted unless a quorum is present.
6.3.2 If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to no earlier than 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.
6.3.3 The President shall preside as chair at every general meeting of the Association or if there is no President or if he is not present within fifteen (15) minutes after the time appointed for the holding of the meeting or is unwilling to act, the Vice President shall be The Chair or if the Vice President is not present or is unwilling to act then the members present shall elect one of their number to be The Chair of the meeting.
6.3.4 The Chair 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 business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty (30) days or more notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or the business to be transacted at an adjourned meeting.
6.4 Voting
6.4.1 At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by at least five (5) members present in person. Unless a poll is so demanded a declaration by The Chair that a resolution has on show of hands been carried or carried unanimously or by a particular majority or lost and an entry to that effect in the book containing the minutes of
the proceedings of the Association shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. The demand for a poll may be withdrawn.
6.4.2 If a poll is duly demanded it shall be taken in such a manner and either at once or after an interval or adjournment or otherwise as The Chair directs and the result of the poll shall be the resolution of the meeting at which the poll was demanded but a poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith.
6.4.3 In the case of an equality of votes whether on a show of hands or on a poll The Chair of the meeting at which the show of hands takes place or at which the poll is demanded shall not be entitled to a second or casting vote.
6.4.4 Each Ordinary Member and Life Member may vote in person or by proxy. On a show of hands every Member present in person or by proxy who is eligible to vote shall have one vote. Life Members shall be entitled to one (1) vote.
6.4.5 On a poll every Ordinary Member or Life Member present in person or by proxy shall have the same voting rights as above.
6.4.6 Unless all sums payable by any Member to the Company have been paid such Member shall not, unless the Board otherwise determines, be entitled to vote at a general meeting either personally or by representative, proxy or attorney or as representative, proxy or attorney for another Member or to exercise any privilege as a Member.
6.4.7 Any instrument appointing a proxy shall be in writing under the hand of the Member or of his or its attorney duly authorised in writing. A Member shall be entitled to instruct his or its proxy in favour of or against any proposed resolutions. Unless otherwise instructed the proxy may vote as he thinks fit. The instrument appointing a proxy may be in the following form or in a common or usual form;
Form of General Proxy
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I, __________________________________
of__________________________________
being a Member of the Queensland Funeral Directors’ Association Ltd hereby appoint_________________
of _________________
or failing him The Chair of the meeting as my proxy to vote for me on my behalf at the general meeting of the Company, to be held on the_________________
day of 19___________
and at any adjournment thereof. My proxy is hereby authorised to vote *in favour of/against the following resolutions/s:__________________________________________________
Signed this_________________ day of ____________________20
Signature)________________________________________
NOTE: If the Member desires to vote for or against any resolution the Member shall instruct the proxy accordingly. Unless otherwise instructed, the proxy may vote as he thinks fit.
* Delete whichever is not desired.
6.4.8 The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority shall be deposited with the Secretary before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or in the case of a poll, not less than forty-eight (48) hours, or such other time as the Board may determine, before the time appointed for the taking of the poll and in default the instrument of proxy shall not be valid.
6.4.9 Any Member who is eligible to vote and is or intends to be absent or resident abroad may deposit in the office an instrument duly stamped (if necessary) appointing a proxy which will be valid for all meetings whatsoever during such absence or residence or until revocation.
6.4.10 No instrument appointing a proxy shall be valid after the expiration of 12 months from the date of its execution.
6.4.11 A vote given in accordance with the terms of an instrument of proxy or attorney shall be valid notwithstanding the previous death or unsoundness of mind of the principal (or in the case of a Corporate Member if it is wound up) or revocation of the instrument or of the authority under which the instrument was executed provided that no notification in writing of such death, unsoundness of mind, winding up or revocation as aforesaid has been received by the Association at the registered office before the commencement of the meeting or adjourned meeting at which the instrument is used.
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7. NOTICES
7.1 Any notice required by law or by or under these Articles to be given to any Member shall be given by sending it by post or electronically to the address given to the Association by that Member.
7.2 Notice of every general meeting of the Association shall be given to:
i) every Member except those Members who have not supplied to the Association an address for the giving of notices to them;
ii) the auditor or auditors for the time being of the Association; and
iii) each Director.
7.3 No other person shall be entitled to receive notice of general meetings.
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8. INDEMNITY
8.1 The Associaiton is to indemnify each officer of the Association out of the assets of the Association to the relevant extent against any liability incurred by the officer in or arising out of the conduct of the business of the Association or in or arising out of the discharge of the duties of the officer unless the liability was incurred by the officer through his or her own dishonesty, lack of good faith or breach of duty.
8.2 In addition to Article 8.1, an officer of the Association, an officer of a subsidiary of the Association and any member of a committee established under these Articles may be indemnified to the relevant extent out of the assets of the Association against any liability incurred by the officer or member of such committee in or arising out of the conduct of the business of the Association or of
the subsidiary or in or arising out of the discharge of the duties of the officer where the Board considers it appropriate to do so.
8.3 Where the Board considers it appropriate to do so, the Association may pay amounts by way of premium in respect of any contract effecting insurance on behalf or in respect of an officer of the Association or a subsidiary against liability incurred by the officer in or arising out of the conduct of the business of the Association or of the subsidiary or in or arising out of the discharge of the duties of the officer.
8.4 In this Article:
i) "officer" means:
a) a director, secretary, executive officer, lecturer or employee;
or
b) a person appointed as a trustee by, or acting as a trustee at the request of, the Association or any member of a committee established under these Articles, and includes a former officer.
ii) "duties of the officer" includes, in any particular case where the Board considers it appropriate, duties arising by reason of the appointment, nomination or secondment in any capacity of an officer by the Association or, where applicable, any member of a committee established under these Articles to any other corporation.
iii) "to the relevant extent" means:
a) to the extent the Association is not precluded by law from doing so;
b) to the extent and for the amount that the officer is not otherwise
entitled to be indemnified and is not actually indemnified by another
person (including, in particular, an insurer under any insurance policy);
and
c) where the liability is incurred in or arising out of the conduct of the
business of another corporation or in the discharge of the duties of the
officer in relation to another corporation, to the extent and for the
amount that the officer is not entitled to be indemnified and is not
actually indemnified out of the assets of that corporation.
iv) "liability" means all costs, charges, losses, damages, expenses, penalties and
liabilities of any kind including, in particular, legal costs incurred in defending any
proceedings (whether criminal, civil, administrative or judicial) or appearing
before any court, tribunal, government authority or otherwise.
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9. ZONES
9.1 Upon the request of not less than ten, or such lesser number as the Board may determine, members carrying on business in any district, the Board may agree to the formation of a zone of the Association in that district, and such zone shall have power to appoint its own officers and committees, open an account in a bank, and authorise officers of the zone to operate on the zone's account.
9.2 Each zone shall operate over areas to be determined by the Board, and each zone shall be known as the name of its city, town or district or by such other name as may be approved by the Board.
9.3 The zone shall be active in the interests of members within the boundaries defined by the Board and shall not disband and/or reform without the consent of the Board and the convening, control and conduct of zone meetings shall be subject to any directions of the Board.
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10. CODE OF ETHICS AND PRACTICE
10.1 In order to foster and perpetuate high ethical standards in the funeral profession, each member upon acceptance into the membership shall pledge himself to adhere to The Code of Ethics and Practice as adopted by the Association from time to time.
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11. MEMBERSHIP IN OTHER ASSOCIATIONS
11.1 Upon the Association deciding at a General Meeting to become a part of or affiliated with other Associations of Funeral Directors, the Board is empowered to arrange for the collection and payment of the agreed capitation fees and representation to such Association under any agreement made with that Association.
11.2 Representatives to such Associations shall be elected at the Annual General Meeting in each year and the number of representatives shall be according to the ratio determined by that Association.
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12. CERTIFICATES OF APPRECIATION
12.1 The Board shall have the power to present Certificates of Appreciation to members or others who, in the opinion of the board, have proven worthy of receiving such certificates.
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13. ALTERATION AND AMENDMENT
13.1 These presents shall not be altered, amended or suspended or any new clause added without the sanction of a special resolution passed by three quarters of the members at an Annual General Meeting or an Extraordinary General Meeting called for that purpose of which notice shall have been given in accordance with Article 6.2.4 (unless waived in accordance with The Act) and PROVIDED THAT notice of any such alteration, amendment, suspension or addition shall be proposed and seconded by members of the Association.
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14. PROFITS AND WINDING UP
14.1 The provisions of Clauses 6 and 7 of the Memorandum of Association relating to the winding up or dissolution of the Company shall have effect and be observed as if the same were repeated in these Articles.
14.2 The Association may be dissolved by a resolution passed at an Extraordinary General meeting by a majority of three-fourths in number of members present and entitled to vote.
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