Plaza Youth Centre Incorporated: Constitution
PLAZA YOUTH CENTRE CONSTITUTION
Table of Contents
Name ............................................................................................................................... 2
Definitions ....................................................................................................................... 2
Vision Statement .............................................................................................................. 2
Aims ................................................................................................................................. 2
Objectives ........................................................................................................................ 3
Powers of the Association ................................................................................................ 3
No Membership ............................................................................................................... 3
Governing Body ................................................................................................................ 3
The Seal ........................................................................................................................... 6
Meetings .......................................................................................................................... 6
Chairperson ...................................................................................................................... 6
Treasurer ......................................................................................................................... 7
Secretary .......................................................................................................................... 7
Minutes............................................................................................................................ 8
Amendment of the Constitution ....................................................................................... 8
Finances ........................................................................................................................... 8
Dissolution ....................................................................................................................... 8
Plaza Youth Centre Constitution – 26th March 2019
Plaza Youth Centre Incorporated: Constitution
Name
1. The name of the incorporated association is PLAZA YOUTH CENTRE referred to herein as
“the association".
Definitions
2. In this constitution the following terms are defined as:-
"Board" means the Board of Management of the association;
"General Meeting" means a general meeting of members of the association
convened in accordance with these rules;
"Member" means a member of the association;
"The Act" means the Associations Incorporation Act SA 1985;
"Special Resolution" means a special resolution as defined in the Act;
"Month" means a calendar month.
Vision Statement
3. OUR VISION IS TO PROVIDE A SAFE AND CARING ENVIRONMENT THAT
ENCOURAGES A HEALTHY FULFILLING AND DIGNIFIED LIFESTYLE TO ENABLE
YOUTH TO ACHIEVE THEIR FULL POTENTIAL.
Aims
4. The aims of the association are:-
4.1. To increase access of disadvantaged youth and families to services, resources,
employment, education and training;
4.2. To promote participation of youth within the community;
4.3. To increase awareness and interest in youth issues;
4.4. To promote a caring safe environment that encourages a sense of belonging with an
emphasis on dignity and tolerance;
Plaza Youth Centre Constitution – 26th March 2019
Plaza Youth Centre Incorporated: Constitution
4.5. To encourage social justice strategies that overcome youth cultural and social barriers
and prejudices;
4.6. To provide effective strategies which improve the quality of life for youth;
4.7. To develop, promote and deliver professional programs which empower young people
to reach their full potential.
Objectives
5. The objectives of the association are:-
5.1. To establish and maintain a Youth Centre to provide health and lifestyle skills, education,
information, leisure and recreation programs and activities for young people aged under 25
years of age and especially for disadvantaged young people aged 12-25 years;
5.2. To promote community involvement in addressing and identifying youth issues to
achieve the aims of the association;
5.3. To involve young people in activities which encourage self-determination for these young
people and enhance the skills of those involved;
5.4. To provide a safe, caring and confidential environment that is conducive to
learning and change;
5.5. To do all such other things as may be incidental to the attainment of these objectives.
Powers of the Association
6. The association shall have all the powers conferred by Section 25 of the Act.
No Membership
7. The Incorporated Body shall have no members. The Incorporated Body shall be administered and
managed by the Board.
Governing Body
8. The Board.
8.1. Powers and duties
8.2. The affairs of the association shall be managed and controlled by a Board which in
addition to any powers and authority conferred by these rules may exercise all such
Plaza Youth Centre Constitution – 26th March 2019
Plaza Youth Centre Incorporated: Constitution
powers and do all such things that are within the objects of the association and are not by
the Act or by these rules required to be done by the association in general meeting.
8.2.1. The Board has the management and control of the funds and other property of the
association.
8.2.2. The Board has authority to interpret the meaning of these rules and any other
matter relating to the affairs of the association on which these rules are silent.
8.2.3. The Board shall appoint a public officer as required by the Act.
8.3. Appointment
8.3.1. The Board will consist of a chairperson, secretary, treasurer and up to 10 committee
members.
8.3.2. An employee of the organisation is entitled to be a member of the Board, the
committee or any subcommittee and is entitled to a personal deliberate vote the same
as Board or committee members.
8.3.3. An employee must not take part in a decision relating to employment and at the
request of a majority of the Board will not attend deliberations relating to any
employee or other sensitive issues that the majority of the Board may decide
upon.
8.3.4. Where possible up to 2 of the members of the Board will be aged between 15 and
25 years.
8.3.5. Members of the Board shall be elected for three years.
8.3.6. A retiring Board member is eligible to stand for re-election without
nomination.
8.3.7. No other person shall be eligible to stand for election unless a member of the
Board has nominated that person at least 28 days before the meeting by
delivering the nomination of that person to the secretary of the association.
The nomination shall be signed by the proposer and the nominee.
8.3.8. The Board may appoint a person to fill a casual vacancy, and that Board
member shall hold office until the next annual general meeting of the
association and shall be eligible for election to the Board without
nomination.
Plaza Youth Centre Constitution – 26th March 2019
Plaza Youth Centre Incorporated: Constitution
8.4. Proceedings of the Board
8.4.1. The Board shall meet as often as may be required to conduct the business of
the association and not less than 6 times each year.
8.4.2. The quorum for a meeting of the Board shall be one half of the members of the
Board.
8.4.3. The Chairperson or two other Board members will have the power to call a
Board meeting.
8.4.4. Notice of meetings will be given at the previous Board meeting or by 5 days
written notice distributed to all Board members or in an emergency by such
other notice as may be ratified by the Board.
8.4.5. A member of the Board having a direct or indirect pecuniary interest in a
contract or proposed contract with the association must disclose the nature
and extent of that interest to the Board as required by the Act and shall not
vote with respect to that contract or proposed contract.
8.4.6. Vacancies unfilled or arising in the office bearers or other Board members may
be filled by the Board by co-opting members for the remainder of the term.
8.4.7. The Board may function validly notwithstanding any vacancies provided its number
is not reduced below the quorum.
8.4.8. The Board may appoint sub-committees of Board members and nonmembers for
specific purposes who will meet as they see fit or as directed by the Board and who
will report to the Board.
8.4.9. The Board may appoint an executive of the office bearers together with any other
Board member who will meet to carry out the day-to-day business delegated by the
committee and who will report to the subsequent Board meeting.
8.5. Disqualification of Board members
The office of a Board member shall become vacant if a Board member is:
8.5.1. Disqualified from being a Board member by the Act or
8.5.2. Expelled as a member under these rules or
Plaza Youth Centre Constitution – 26th March 2019
Plaza Youth Centre Incorporated: Constitution
8.5.3. Permanently incapacitated by ill health or
8.5.4. Absent without apology from more than four meetings in a financial year
or
8.5.5. Resignation in writing
The Seal
9. The association shall have a common seal upon which its corporate name must appear in
legible characters.
9.1. The seal must not be used without the express authorization of the Board and every use
of the seal shall be recorded in the minute book of the association.
9.2. The affixing of the seal must be witnessed by the Chairperson.
Meetings
10. Annual Meeting
10.1. Once in every year no later than 30 November, a meeting shall be held for the adoption
of the audited Annual (July to June) accounts of Income and Expenditure and the Balance
Sheet of the Incorporated Body, for the adoption of the Chairperson’s Report of the work of
the Incorporated Body, for the election of members to the Board and the transaction of any
other authorised business appearing on the business agenda.
10.2. At each Annual Meeting those Board members who have completed their three (3) year
term shall retire. Such retiring Board members may offer themselves for re-election. Any
person filling a Casual Vacancy under sub clause 8.3.8 during any of the preceding twelve (12)
months must retire at the next occurring Annual Meeting, but may be re- elected.
Chairperson
11. The Chairperson at any meeting will only have a casting vote if votes are equal except they may
have a deliberating or personal vote at an annual general meeting or special general meeting.
11.1. The Chairperson will chair all meetings of the association.
11.2. The Chairperson together with the Secretary will prepare the agenda for committee
and general meetings.
11.3. The Chairperson will encourage full balanced participation in meetings by
all members and will rule on matters of order.
Plaza Youth Centre Constitution – 26th March 2019
Plaza Youth Centre Incorporated: Constitution
11.4. The Chairperson will act as spokesperson unless an alternative spokesperson
has been appointed by the Board at a general meeting.
11.5. The spokesperson will only make statements in accordance with previously agreed
policy or, in an emergency, following consultation with the Board.
Treasurer
12. The Treasurer will be responsible for the finances of the association.
12.1. The treasurer will cause monies received to be paid into an account authorized by
the Board in the name of the association.
12.2. Payments must be petty cash or by cheque signed by two authorised signatories of
whom there must be no more than five appointed by the Board or by
electronic fund transfer (EFT) authorised by the treasurer and one member of the
Board.
12.3. Major or unusual expenditures must be authorised in advance by the Board.
12.4. The Treasurer must ensure records are kept of all receipts and payments and other
financial transactions and must make the records available for inspection by any
member at their request.
12.5. The Treasurer will ensure that financial budgets and statements are prepared and
will submit a report on the finances at each Board meeting.
12.6. The Treasurer will present an audited report at each Annual Meeting of the
association.
12.7. The Treasurer may recommend an auditor to the committee.
Secretary
13. The Secretary is responsible for:
13.1. giving notice of meetings in accordance with the provisions of this constitution
and
13.2. Ensuring the records of the association are kept including the constitution and
policies, register of minutes of meetings and of notices, a file of correspondence and
a record of submissions.
Plaza Youth Centre Constitution – 26th March 2019
Plaza Youth Centre Incorporated: Constitution
Minutes
14. The Secretary will record minutes, or at the request of the Secretary or of a majority of the
meeting, another member of the Board may be elected as Minute Secretary.
14.1. Proper minutes of all proceedings of general meetings of the association and of
meetings of the Board shall be entered within one month after the relevant
meeting in minute books kept for the purpose.
14.2. The minutes kept pursuant to this rule must be confirmed by the members of the
Board at a subsequent meeting.
14.3. The minutes kept pursuant to this rule shall be signed by the chairperson of the
meeting at which the proceedings took place or by the chairperson of the next
succeeding meeting at which the minutes are confirmed.
14.4. Where minutes are entered and signed they shall, until the contrary is proved, be
evidence that the meeting was convened and duly held, that all proceedings held at
the meeting shall be deemed to have been duly held, and that all appointments
made at a meeting shall be deemed to be valid.
Amendment of the Constitution
15. In accordance with the Act subject to this Clause, this Constitution may only be altered, added to
or amended by a special resolution of the Board.
Finances
16. Prohibition against securing profits for members
16.1. Persons who by authority accept or incur any pecuniary liability on behalf of the
association will be indemnified against any personal loss by the association.
16.2. The income, property and funds of the association must be used and applied solely
to the promotion of the objects of the association and must not be paid or
transferred to members or relatives of members except for payments made in good
faith to any person in return for services actually rendered in the furtherance of the
objects of the association and without due preference.
Dissolution
17. Winding up
Plaza Youth Centre Constitution – 26th March 2019
Plaza Youth Centre Incorporated: Constitution
17.1. The association may be dissolved by special resolution at a meeting of the Board
called for that purpose where:-
17.1.1. At least 21 days written notice specifying the intention to propose the resolution as
a special resolution has been given to all members of the Board and
17.1.2. It is passed at a meeting referred to in this paragraph by a majority of not less
than three quarters of such members of the association as, being entitled to do so,
vote in person or, where proxies are allowed, by proxy, at that meeting.
17.2. On dissolution all property whether real or personal remaining after payment of all
debts and legal liabilities must be transferred to such other body formed for
promoting similar objects or charitable objects approved by the association and
the funding body provided that:-
17.2.1. Such other body also prohibits the distribution of income and property to the
members to the extent stated in this constitution;
Plaza Youth Centre Constitution – 26th March 2019
