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Through visionary leadership, we foster a culture of trust, collaboration, and innovation.

Constitution of Invisible Illnesses Inc.

Part 1: Preliminary
1. Name of the Association

The name of the association is Invisible Illnesses Inc. ("the Association").


2. Objects and Purposes of the Association

The objects and purposes of the Association are to:

Provide support and advocacy for individuals with invisible illnesses.
Raise awareness and educate the public about invisible illnesses.
Offer various support services, including assessments, counselling, and well-being services.
Promote community engagement and inclusion for individuals with invisible illnesses.


3. Definitions

In this Constitution:

"CEO" means the Chief Executive Officer of the Association.
Financial Member" means a member who has paid their membership fees and is in good standing.
"Volunteer" means an individual appointed by the CEO to support the activities of the Association.
"AGM" means Annual General Meeting.
"SGM" means Special General Meeting.

"Quorum" means the minimum number of members required to hold a valid meeting, which is four (4) members.


Part 2: Membership
4. Categories of Membership

The Association shall have two categories of membership:

Financial Membership: Members who pay an annual membership fee and have voting rights.
Affiliated Membership: Organisations or individuals who support the Association but do not have voting rights.


5. Membership Application

Applications for membership shall be made in writing and submitted to the CEO for approval.
The CEO has the discretion to accept or reject any application for membership.


6. Membership Fees

The annual membership fees for Financial Members shall be determined by the CEO and reviewed periodically.
Membership fees are due on the anniversary of the member's joining date each year. Failure to pay the membership fee within 30 days of the due date may result in termination of membership.


7. Rights of Members

Financial Members have the right to vote at General Meetings.
Affiliated Members may attend General Meetings and participate in discussions but do not have voting rights.


8. Termination of Membership

Membership may be terminated by resignation, non-payment of fees, or by decision of the CEO.
A Member may resign from the Association by giving written notice to the CEO.
The CEO may terminate the membership of any Member whose conduct is detrimental to the interests of the Association, provided that the Member has been given an opportunity to be heard.


Part 3: Governance
9. Governance Structure

The governance of the Association is currently overseen by the CEO. In the future, a Board of Directors may be established to support governance activities.

10. Responsibilities and Powers of the CEO

The CEO is responsible for:

  • Overseeing the daily operations of the Association.

  • Implementing policies and strategies to achieve the Association's objectives.

  • Appointing volunteers to ensure roles are filled as needed.

  • Ensuring the Association complies with all legal and regulatory requirements.

  • Authorising expenditure within specified limits.

  • Representing the Association in all external matters.

  • Convening General Meetings as required.

11. Appointment of Volunteers

The CEO has the authority to appoint volunteers to support the activities and services of the Association.
Volunteers will be provided with role descriptions and are expected to adhere to the Association’s policies and procedures.


12. Meetings of the CEO and Volunteers

Regular meetings will be held between the CEO and volunteers to discuss the progress of activities and services.
The CEO shall determine the frequency and agenda of these meetings.


13. Ambassadors

The Association may appoint ambassadors to represent and promote the Association's interests and activities.
Ambassadors shall be appointed by the CEO and will be provided with guidelines outlining their roles and responsibilities.


Part 4: General Meetings
14. Annual General Meeting (AGM)

The AGM shall be held within five (5) months of the end of the financial year.
The business of the AGM shall include the presentation of financial statements, reports on activities, and any other business of which notice has been given.

15. Special General Meetings (SGM)

SGMs may be convened by the CEO or by a written request signed by at least five percent (5%) of the Financial Members.
The CEO must convene an SGM within twenty-one (21) days of receiving a valid request.


16. Notice of General Meetings

Notice of a General Meeting shall be given to all Members at least twenty-one (21) days prior to the meeting.
Notices shall include the date, time, location, and agenda of the meeting.


17. Quorum for General Meetings

The quorum for a General Meeting shall be four (4) Financial Members.
If a quorum is not present within thirty (30) minutes of the scheduled start time, the meeting shall be adjourned to a date, time, and place determined by the CEO. If at the adjourned meeting a quorum is not present within thirty (30) minutes, the Financial Members present shall constitute a quorum.


18. Voting at General Meetings

Each Financial Member is entitled to one (1) vote at General Meetings. Voting shall be by a show of hands unless a ballot is demanded.
A ballot may be demanded by at least three (3) Financial Members present and entitled to vote.
Proxy voting is permitted in accordance with procedures determined by the CEO.


Part 5: Financial Management
19. Financial Year

The financial year of the Association shall be from 1 July to 30 June.

20. Financial Records

The Association shall keep accurate financial records and shall prepare financial statements in accordance with applicable accounting standards.
The financial records shall be audited annually by a qualified auditor appointed by the Financial Members at the AGM.


21. Bank Accounts

The Association shall maintain bank accounts in its name.
All funds of the Association shall be deposited into the bank accounts as soon as practicable after receipt.
The CEO shall determine the signatories to the bank accounts.


22. Expenditure

All expenditure must be approved by the CEO.
The CEO may authorise expenditure within a specified limit to be incurred by designated volunteers.


23. Audit

The financial statements shall be audited annually by a qualified auditor appointed by the Financial Members at the AGM.
The auditor shall not be a volunteer or employee of the Association.


Part 6: Conflict of Interest
24. Conflict of Interest

Any Director or volunteer who has a conflict of interest or material personal interest in a matter being considered by the Association must disclose the nature and extent of that interest to the CEO.
The disclosure must be recorded in the minutes of the meeting at which it is made.
The Director or volunteer with the conflict of interest must not be present during any deliberation or decision-making process on that matter, unless the other Directors agree that the interest should not disqualify them from participation.


Part 7: Not-for-Profit Body
25. Not-for-Profit Status

The Association shall operate as a not-for-profit body.
The assets and income of the Association shall be applied solely to further its objects and purposes, and no portion shall be distributed directly or indirectly to its members except as bona fide compensation for services rendered or expenses incurred on behalf of the Association.


26. Deductible Gift Recipient (DGR) Status

The Association shall take all necessary steps to obtain and maintain DGR status with the Australian Taxation Office.
All donations to the Association shall be used in accordance with the DGR guidelines and solely for the purposes of furthering the Association’s objects.


Part 8: Reporting and Compliance
27. Reporting Bodies

The Association shall comply with all reporting requirements of the Australian Charities and Not-for-profits Commission (ACNC) and the Department of Mines, Industry Regulation and Safety.
Annual reports and financial statements shall be submitted to these bodies as required by law.


28. Amendments to the Constitution

This Constitution may be amended by a resolution passed by a two-thirds majority of Financial Members present and voting at a General Meeting, provided that at least twenty-one (21) days' notice of the proposed amendment has been given to all Members.

29. Dissolution

The Association may be dissolved by a resolution passed by a two-thirds majority of Financial Members present and voting at a General Meeting, provided that at least twenty-one (21) days' notice of the proposed dissolution has been given to all Members.
Upon dissolution, any remaining assets shall be distributed to another not-for-profit organisation with similar purposes, as determined by the Financial Members at the General Meeting.


30. Common Seal

The Association shall have a common seal, which shall be kept in the custody of the CEO.
The common seal shall not be used without the authority of the CEO, and every use of the common seal shall be recorded in the minutes of the meeting at which the use was authorised.


31. Indemnity

Every volunteer and employee of the Association shall be indemnified against any liability incurred in good faith in the performance of their duties for the Association.

This constitution serves as a comprehensive framework for the governance and operation of Invisible Illnesses Inc., ensuring clarity, accountability, and effective management of the Association's activities and resources.

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