The Constitution (Legal Documentation)
AUSTRALIAN CAPITAL TERRITORY
THE CORPORATIONS LAW
A Company Limited By Guarantee
CONSTITUTION
OF
BRIDGE BACK TO LIFE FOUNDATION LTD
ROMANO & CO LAWYERS
Level 4 Colonial Building
159-173 LONDON CIRCUIT
CANBERRA ACT 2601
Phone: (02) 62476277
Fax: (02) 62486818
Email: mail@romano.com.au
Ó Copyright Reserved Romano & Co Canberra 1999 Ref. DRR
THE COMPANIES ACT
A COMPANY LIMITED BY GUARANTEE
CONSTITUTION
OF
BRIDGE BACK TO LIFE FOUNDATION LTD
1. The name of the Company is “Bridge Back To Life Foundation Ltd” (hereinafter called “the Organisation”.)
2. The objects for which the Organisation is established are:-
(a) To provide and promote residential out of home care and services for youth who are in government care.
(b) To ameliorate the economic and social conditions of counselling and therapeutic steps to enable affected persons to redeem themselves and become independent of alcohol or drugs.
(c) To apply to all persons, corporations and government bodies for such assistance as may be necessary whether financial or otherwise, for the promotion of the above objects. And or find means for retaining and rehabilitate persons of affected of by alcohol or drugs.
(d) To. apply to all necessary statutory and government bodies and appropriate commissions, for appropriate consents, authorisations and exemptions in connection with the Charitable objectives herein mentioned.
(e) To subscribe to, become a member of and co-operate with any other Organisation, association or Organisation whether incorporated or not, whose objects are altogether or in part similar to those of the Organisation, provided that the Organisation shall not subscribe to or support with its funds any club, association or Organisation which does not prohibit the distribution of its income and property among its members to an extent at least as great as that imposed on the Organisation under or by virtue of Clause 3 of this Memorandum, and, further provided that such Organisation or association satisfies the requirements of the Commonwealth Income Tax (Assessment) Act 1936 as amended.
(f) To purchase, take on lease or in exchange, hire and otherwise acquire any lands, buildings easements or property, real and personal, and any rights or privileges which may be required for the purpose of, or capable of being conveniently used in connection with any of the objects of the Organisation. Provided in case that the Organisation shall only deal with the same in such manner as is allowed by law having regard to such trusts.
(g) To enter into any arrangements with any Government or authority, supreme, municipal, local or otherwise, that may seem conducive to the Organisation’s objects or any of them; and to obtain from any such Government or authority any rights, privileges and concessions which the Organisation may think it desirable to obtain; and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions.
(h) To appoint, employ, remove or suspend such managers, clerks, secretaries, servants, workmen and other persons as may be necessary or convenient for the purposes of the Organisation.
(i) To establish and support or aid in the establishment and support of associations, institutions, funds, trusts and conveniences calculated to benefit it employees or past employees of the Organisation or the dependants or connections of any such persons; and to grant pensions and allowances; and to make payments towards insurance; and to subscribe or guarantee money for charitable or benevolent objects or for any public, general or useful objects.
(j) To construct, improve, maintain, develop, work, manage, carry out, alter or control any houses, buildings, grounds, works or conveniences which may seem calculated directly or indirectly to advance the Organisation’s interests, and to contribute to subsidies or otherwise assist and take part in the construction, management, carrying out, alteration or control thereof.
(k) To invest and deal with the money of the Organisation not immediately required in such manner as may be permitted by law for the investment of trust funds.
(l) To borrow or raise or secure the payment of money in such manner as the Organisation may think fit and to secure the same or the repayment or performance of any debt liability contract guarantee or other engagement incurred or to be entered into by the Organisation in any way and in particular by the issue of debentures perpetual or otherwise charges upon all or any of the Organisation’s property (both present and future), and to purchase, redeem or pay off any such securities.
(m) To make, draw, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading and other negotiable or transferable instruments.
(n) In furtherance of the objects of the Organisation to sell, improve, manage, develop, exchange, lease, dispose of, turn to account or otherwise deal with all or any part of the property and rights of the Organisation.
(o) To take or hold mortgages liens and charges to secure payment of the purchase price or any unpaid balance of the purchase price, of any part of the Organisation’s property of whatsoever kind sold by the Organisation or any money due to the Organisation from purchasers and others.
(p) To take any gift of property real or personal whether subject to any special trust or not, for any one or more of the objects of the Organisation but subject always to the proviso in paragraph (f) of this clause 2.
(q) To take such steps by person or written appeals, public meanings or otherwise, as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Organisation, in the shape of donations, annual subscriptions or otherwise.
(r) To print and publish any newspapers, periodicals, books or leaflets that the Organisation may think desirable for the promotion of its objects.
(s) To hold and maintain all its property and assets under the control and administration of persons elected in accordance with these articles.
(t) To engage in and or invite one or more religious order to conduct the daily functions of caring for the needy, as heretofore provided and in this regard it may lease out to such order or orders all or part of any project building, establishment and or property generally at an annual rental of and as minimal as on Australian dollar or its equivalent in kind per annum.
(u) In furtherance of the objects of the Organisation to purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagements from any legally available source.
(v) To make donation for patriotic or charitable purposes, provided that the recipient of such donations satisfies the requirements of the Income Tax (Assessment) Act 1936 as amended, and is certified as a benevolent and charitable entity.
(w) To do all such other things as are incidental or conducive to the attainment of the objects and the exercise of the powers of the Organisation.
The powers set forth clause 2 hereof are deemed exhaustive but may be added to or restricted by a two third majority of members from time to time at a Special General Meeting convened for that purpose.
3. The income and property of the Organisation, whensoever derived, shall be applied solely towards the promotion of the objects of the Organisation as set forth in this Memorandum of Association; and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise, howsoever by way of the profit, to the members of the Organisation.
In particular the income and property of the Organisation may only be utilised in and about the A.C.T. and such other places within the Commonwealth of Australia as may be approved from time to time and not to any person or persons or for any purpose, outside the Commonwealth of Australia. Such income and property shall further only be utilised for the establishment of institutions and/or establishments envisaged by objects 2(a) hereof and the other objects of the Memorandum as are incidental thereto and not for any other purpose.
Provided that nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration to any officer or servant of the Organisation, or to any member of the Organisation, in return for any services actually rendered to the Organisation, nor prevent the payment of interest at a rate not exceeding interest at the rate for the time being charged by Bankers in Canberra for overdrawn accounts on money lent, or reasonable and proper rent for premises demised or let by any member to the Organisation; but that no member of the management or governing body or the Organisation shall be appointed to any salaried office of the Organisation, or any office of the Organisation paid by fees, and, that no remuneration or other benefit in money or money’s worth shall be given by the Organisation to any member of such council or governing body except repayment of out-of-pocket expenses and interest at the rate aforesaid on money lent or reasonable and proper rent for premises demised or let to the Organisation. Provided that the provision last aforesaid shall not apply to any payment to any company of which a member of the management or governing body may be a member and in which such member shall not hold more than one hundredth part of the capital, and such member shall not be bound to account for any share of profits he may receive in respect of such payments.
4. It shall not be essential that at all times the membership of the Company includes members of a religious order.
5. No addition, alteration or amendment shall be made to or in the Memorandum of Articles of Association for the time being in force, unless the same shall have been previously submitted to and approved by two thirds of all the shareholders of the Company present at a Special General Meeting convened specifically for that purpose.
Providing always that notice of any proposed amending is given at least three months before such meeting. Such notice to be accompanied by the proposed amendment duly approved and recommended by two members entitled to and capable of voting at any general meeting.
6. The liability of the members is limited.
7. Every member of the Organisation undertakes to contribute to the assets of the Organisation, in the event of the same being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the Organisation contracted before he ceases to be a member, and or the costs, charges, and expenses of winding up and for the adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding one hundred dollars ($100.00).
8. If upon the winding up or dissolution of the Organisation, the remains, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Organisation but shall be given to or transferred to some other institution or institutions having objects of the Organisation, and which shall prohibit the distribution of its or their income and property among its or their members, to an extent at least as great as is imposed on the Organisation under or by virtue of Clause 3 hereof, such institution or institutions to be determined by the Board of Directors in general sessions with members of the Organisation at or before the time of dissolution of in the absence of such determination by the religious order so appointed as aforesaid, or by the Chief Judge of the Supreme Court of the Australian Capital Territory or such other Judge of the Court as may have or acquire jurisdiction in the matter, and if and so far as effect cannot be given to the aforesaid provision, then to some charitable object; provided that such other institution or institutions as aforesaid shall satisfy the requirements of the Commonwealth Income Tax (Assessment) Act 1936 as amended as a benevolent charitable body.
9. True accounts shall be kept of the sums of money received and expended by the Organisation and the matter in respect of which such receipt and expenditure takes place, and of the property, credits, and liabilities of the Organisation; and, subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the Organisation for the time being in force, shall be open to the inspection of the members. At least every year, the accounts of the Organisation shall be examined and the correctiveness of the balance-sheet ascertained by one or more properly qualified Auditor or Auditors.
10. The names, addresses and occupations of the subscribers are as follows:
- Barbara Holborow
Patron - Rhonda Marree Obad
Social Worker / Welfare Officer - Katherine Therese Obad
Public Servant - Dermid Joseph McDermott
Catholic Priest - Leonie Joanee McKena
Case Worker - The Canberra Hospital - Dr Steven Mark Ahern
Doctor - Helen Domazet
- Veronica Osztrenkovics
Customer Service Representative - Robyn Lee Ahlstedt
School Teacher - Carol Krstanoski
Home Duties - Richard Dobson Krogh
CIT Teacher - Department of Community Development, Faculty of Communications & Community Services - Olivia Jane Wilson
CIT Teacher, Registered Psychologist (Intern) - Elizabeth Blackmore
CaseWorker - Denise Grguric
- Christopher James Collins
Engineer - Natasha E Lorenzen
Graphic Designer - Derek Robert Hardman
Aboriginal Health / Mental Health Worker - Mr Domenico Romano
Solicitor - Yvonne Lesley Davies
Home Duties - Vera Lloyd
Lecturer - John William McKenna
Manager - David Ross Rugendyke
- Steven Robert Benjamin Willetts
