Australian Ecumenical Council for Spiritual Direction

AUSTRALIAN ECUMENICAL COUNCIL FOR SPIRITUAL DIRECTION INCORPORATED

ASSOCIATIONS

INCORPORATIONS ACT 1985

CONSTITUTION INDEX

1. Name of Association

2. Purposes of Council

3. Philosophy of Council

4. Powers of Council

5. Property of Council

6. Membership

7. The Committee

8. Committee meetings

9. Committee business

10. President

11. Secretary

12. Treasurer

13. Annual General Meeting

14. Special general meeting

15. Notice of general meeting

16. General meeting procedure

17. Proxy

18. Auditors

19. Common seal

20. Rules

21. Altering this Constitution

22. Winding up

23. Indemnity

24. No liability

25. Interpretation

CONSTITUTION

OF

AUSTRALIAN ECUMENICAL COUNCIL FOR SPIRITUAL DIRECTION INCORPORATED

1. Name of Association

The Association is called Australian Ecumenical Council for Spiritual Direction Incorporated and hereinafter is called the Council ("the Council").

2. Purposes of Council

The purposes of the Council are to:

2.1 Foster the ministry of spiritual direction⁽¹⁾ in Australia by:

2.1.1 Setting standards for formation programs;

 
2.1.3 Affiliating associations and networks of spiritual directors;

2.1.4 Recognising formation programs for spiritual directors that meet the Council's standards;

2.1.6 Encouraging the ongoing personal, spiritual, and professional development of spiritual directors;

2.3 To do other things incidental to the above purposes as necessary.

3. Philosophy of Council

The Council may have regard to but is not bound by the following considerations in the administration of the purposes and the powers of the Council:

3.1 That spiritual direction seeks to listen to the life giving presence of God;

3.2 That the spiritual journey is unique to each person and that God fashions and transforms according to the secret call within us;

3.3 That the ministry of spiritual direction is a sacred trust, calling for the highest standards of formation, practice, and accountability;

4. Powers of Council

The powers of the Council in accordance with its purposes and philosophy are:-

4.1 to seek or receive membership fees, donations, gifts and property of any kind;

4.2 to publish periodicals, reports or other documents;

4.3 to provide education and disseminate literature relating to the Council or its purposes;

4.4 to assist in setting up any body having similar or related purposes;

4.5 to join or co-operate with any other body in order to further any purpose of  the Council;

4.6 to contribute to any body, or support any body, with purposes of a social, educational, benevolent, patriotic or charitable nature;

4.7 to set up endowments, scholarships, bursaries and educational grants;

4.8 to arrange and provide recreation and other activities for members;

4.9 to deal with property of all kinds and in any manner;

4.10 to enter into any arrangement;

4.11 to invest any property of the Council in any manner;

4.12 to borrow money on any terms, operate bank accounts and give any security;

4.13 to carry on any business or legal proceedings;

4.14 to pay any expense;

4.15 to engage and dismiss workers;

4.16 to administer any property held on trust;

4.17 to do all such other acts and things to further the purposes of the Council as the Council or the Committee thinks fit;

4.18 to do anything else that the Council or Committee decides.

5. Property of Council

All income and property of the Council may only be applied for the purposes of the Council. None of it may be paid or transferred directly or indirectly to the members or relatives of members. However, this does not restrict the payment in good faith of:-

5.1 reasonable remuneration to any officer or member of the Council for services actually rendered;

5.2 reasonable rental for property let or hired to the Council by a member; or

5.3 any payment incidental to the Council's activities provided it is consistent with the Council's purposes.

6. Membership

6.1 The initial members are 12 persons who have been appointed by a process  of consultation and  discernment⁽²⁾ throughout the spiritual direction community in Australia.

6.2 On the second, fourth and sixth anniversaries of the establishment of the Council, four of the original members must resign from the Council. These members are not eligible for reappointment for another four years. On each of these anniversaries and every second anniversary of the establishment of the Council after those four new members of the Council are appointed by the process set out in clause

6.3. Those members hold office for four years only.  At the end of that period, those members must resign, and are not eligible for appointment for another four years. In all cases, the resignations are effective from the Annual General Meeting after the relevant anniversary. No members can hold office for more than six years. No former member is eligible for appointment until four years has elapsed. In all cases, the resignations are effective from the next Annual General Meeting after the relevant anniversary.

6.3 Membership will be determined by a process of consultation with the spiritual direction community of Australia (resulting in nomination) and discernment (resulting in appointment as a member), reflecting an ecumenical, geographic and gender balance. Existing members consult with the wider Australian community of Spiritual Directors, to identify appropriate persons for appointment, reflecting an ecumenical, geographical and gender balance. Only persons who have been selected by this process may be invited to become a member at the next general meeting of the council. Acceptance of the nomination is required by the nominee.

6.4 A member may resign at any time by notice in writing to the Secretary.
No membership fees are refundable upon resignation.

6.5 A member ceases to be a member if the member:

6.5.1 dies

6.5.2 becomes mentally incapacitated; or

6.5.3 is convicted of an indictable offence.

6.6 In any of the situations set out in Clauses 6.4 and 6.5, the vacant position for the balance of that former member's term must be filled by the process of consultation and discernment.

6.7 The Council may:-

6.7.1 reprimand a member;

6.7.2 suspend the membership of a member; or

6.7.3 cancel the membership of a member. However, the Council must give the member at least 2 months notice in writing of its intention to do so. The Council must also give the member a reasonable opportunity to make submissions to the Council before it votes on such a motion.

6.8 Membership does not give any right or interest in any property of the Council.

6.9 No member is liable to contribute to any liabilities of the Council, or any costs of winding it up.

6.10 The Secretary must keep and maintain a register of members. The following must be entered in the Register of Members:

6.10.1 The full name of the member;

6.10.2 The address, telephone, email address, and facsimile number, if any, of the member;

6.10.3 The date of admission to and cessation of membership;

6.10.4 Such other information as required by the Council.

6.11 Each member must notify the Secretary in writing of any change in that person's name, address, telephone, email address or facsimile number within 1 month after the change.

6.12 The register is available for inspection free of charge by any member upon request. A member  may make a copy of entries in the register.

7. The Committee

7.1 The Committee consists of all of the members of the Council.

7.2 The initial Committee members will be Kevin Canty, Philip Carter, Mary Cresp, Sue Dunbar, Brian Gallagher, Jan Geason, Jill Manton, Robin Pryor, Joan Ryan, Deirdre Scott, Elaine Smith, Michael Smith and John Stewart. Otherwise, Committee members are elected at the AGM after being selected through the process of discernment under clause 6.3.

7.3 Subject to this Constitution, Office Holders hold office for two years.

7.4 The Office Holders are the President, Secretary and Treasurer of the Council.

7.5 An Office Holder may be considered for re-appointment at the AGM.

7.6 Office Holders will be appointed by a process of consultation (resulting in nomination) and discernment (resulting in appointment). If, however, the Committee fails, by this process, to appoint an office-holder, it may proceed to appointment by ballot.

7.7 Anybody may be invited to nominate for appointment to be an Office Holder at any time prior to the relevant appointment. A person may be invited to nominate for appointment to more than one position on the Committee. However, except in the case of Secretary and Treasurer, a person cannot be appointed to more than one position.

7.8 A nomination need not be in writing. No seconder of a nomination is required.

7.9 If there is only one nominee for a position as Office Holder, that person will be declared appointed. Otherwise, there will be a ballot for the position. The person with the most votes is appointed to the position. However, if there is an equality of votes, successive ballots will be taken until the deadlock is broken.

7.10 The Committee may fill any casual vacancy as Office Holder, including a vacancy remaining after an AGM.

7.11 The Committee may, by special resolution, remove any Office Holder who has:

7.11.1 contravened this Constitution; or

7.11.2 neglected to carry out his or her duties under this Constitution; or

7.11.3 been absent for two consecutive Committee meetings without the consent of the Committee; or

7.11.4 committed an act of bankruptcy as described in the Bankruptcy Act;

  7.12 A removed Office Holder may appeal to a general meeting of the Council. He or she will be reinstated if the general meeting unanimously votes for reinstatement.

8. Committee meetings

8.1 The Committee will meet as and when deemed necessary. If two Committee members request a meeting, the Committee must meet as soon as practicable.

8.2 Notice of a Committee meeting may be given at a previous meeting, or by facsimile transmission, email or post, or by telephone or other personal notification. 7 days notice is sufficient. Any notice by post is deemed given the day after posting.

8.3 A Committee meeting is convened for any period when a quorum of Committee members are actually in touch with each other by telephone or video conference facility. Likewise, a Committee member is deemed present at a Committee meeting if he or she takes part in the meeting via a telephone call or video conference facility.

8.4 A quorum of the Committee consists of six Committee members.

8.5 Each Committee member, including the President, has one vote on any proposal for decision when a vote is necessary or any matter for decision. In the case of an equality of votes, the President does not have a casting vote, and the proposal lapses.

8.6 Any proposal set out in a document signed by all Committee members is deemed to have been passed at a duly convened meeting. Such a document may be signed in counterparts (i.e. separate copies).

8.7 A Committee member must disclose any financial interest in any contract or proposed contract  with the Council.

8.8 No Committee member may take part in any decision about any contract or proposed contract in which they have a financial interest.

9. Committee business

9.1 The Committee is responsible for the administration and management of the Council. It must also carry out any decisions of a general meeting.

9.2 The Committee may delegate any of its functions to any particular Committee member or members.

9.3 It may also appoint sub-committees to carry out any of its functions. Any person (including a non-member) may be a member of a sub-committee. However, at least one Committee member must be a member of each sub-committee.

10. President

10.1 The President is the Chair of all meetings of the Council and the Committee.

10.2 In the absence of the President, those present may choose one of their number to be the Chair.

10.3 The Chair's ruling on any matter of meeting procedure is final and binding on the meeting.

11. Secretary

11.1 The Secretary must:-

11.1.1 carry out all secretarial functions for the Council;

11.1.2 give all notices that may be required under this Constitution;

11.1.3 generally carry into effect the directions of the Committee.

11.2 The Secretary must keep accurate minutes of the meetings and decisions of the Council and the Committee.

12. Treasurer

12.1 The Treasurer must:-

12.1.1 administer all funds of the Council

12.1.2 pay all funds received into an Council bank account as soon as practicable after receiving them;

12.1.3 pay the Council's debts as they become due.

12.2 The Treasurer must keep accurate records of all financial affairs, money matters, and fund raising activities of the Council.

12.3 All Council cheques must be signed by the Treasurer and some other Committee member nominated for that purpose by the Committee.

12.4 The Treasurer must present to the Committee regular statements of the financial position of the Council.

12.5 The Treasurer must present the Council's annual financial statements at the AGM.

13. Annual General Meeting

13.1 The AGM will be held once each year at a time and place fixed by the Committee.

13.2 Each AGM must deal with the following matters (and no other matters):-

13.2.1 to receive apologies;

13.2.2 to confirm the minutes of the previous AGM, and any intervening general meeting;

13.2.3 to receive the President's report;

13.2.4 to receive and, if decided, accept the Council's annual financial statements;

13.2.5 to appoint Office Holders for the following year;

13.2.6 to deal with any other matter notified in the notice of meeting.

14. Special general meeting

14.1 A special general meeting of members must be called by the Secretary following:-

14.1.1 a resolution to that effect of the Committee or an AGM;

14.1.2 receipt of a written request signed by at least 25% of the members (providing the request states the matters to be dealt with at the meeting).

14.2 Within 21 days of any of the above events, the Secretary must give notice of the special general meeting.

14.3 The notice must state the matters to be dealt with at the meeting.  No other matters may be dealt with at the meeting.

15. Notice of general meeting

15.1 Notice of any general meeting may be given to members:-

15.1.1 in any Council newsletter;

15.1.2 by individual written notice posted to each member;

15.1.3 by notice put up at any premises used or occupied by the Council; or

15.1.4 in any other manner fixed by the Committee.

15.2 At least 14 days notice of any general meeting must be given, and for this purpose notice by post is deemed given the day after posting.

15.3 The provisions of this clause need not be complied with if the Secretary signs a declaration that he or she believes that by the time for the meeting at least 90% of members are aware of the fact, date, time and place of the meeting.

16. General meeting procedure

16.1 Subject to the next sub-clause, the quorum for a general meeting is 50% of the members personally present and being those members eligible to vote at a general meeting.

16.2 If a quorum is not present at any meeting within 30 minutes of the commencement time, the Chair must adjourn the meeting for not less than 7 days. Those members present at the adjourned meeting time constitute a quorum.

16.3 Voting at general meetings will be a majority of the members present and voting in person.

16.4 Each member, including the Chair, has one vote on any motion or matter for decision. In the case of an equality of votes, the Chair does not have a casting vote, and the motion must be declared lost.

17. Proxy:

Proxies are not allowed. A member is only entitled to exercise a member's rights in person.

18. Auditors

18.1 The Committee may appoint (and remove) auditors to audit the Council's annual financial statements, or for any other purpose. However, if required by law, auditors must be appointed.

18.2 The auditors have the power to call for any Council books or records at any time.

19. Common seal

19.1 The common seal of the Council may only be used with the authority of the Committee.

19.2 Every document to which the seal is affixed must be signed by two Committee members.

20. Rules

20.1 The Committee may make, alter or rescind rules relating to the Council and its members.

20.2 However, no such rule may be inconsistent with this Constitution.

20.3 A rule has the like force as if it was part of this Constitution.

21. Altering this Constitution

This Constitution may be altered or replaced at any time by a special resolution of a general meeting.

22. Winding up

22.1 The Council may be wound up at any time by a special resolution of a general meeting.

22.2 Upon winding up, any surplus assets after payment of liabilities must be transferred to such charity or institution as the general meeting decides by special resolution, and otherwise in accordance with the Councils Incorporation Act.

23. Indemnity

Each Committee member is indemnified by the Council against all loss, damages and expenses paid or incurred by him or her as a Committee member in the proper exercise of his or her duties.

24. No liability

No member or Committee member is liable for:-

24.1 the errors or defaults of any other member or Committee member;

24.2 any defect of title to any property acquired by or on behalf of the Council;

24.3 any loss or damage arising from the insolvency or tortious act of any person controlling any property of the Council; or

24.4 any other loss or damage to the Council unless due to the default of the member or Committee member.

25. Interpretation

"Special resolution" means a motion supported by three quarters of those present at the meeting.

(2) Consultation and discernment means communication and consultation with the spiritual direction community in Australia, followed by prayerful listening to the movement of God's spirit in the community and in the association's deliberations, followed by unanimous consensus and if this proves unsuccessful then by ballot.