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Constitution

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AWA CONSTITUTION
[AWA Constitution, adopted at the June 13, 2003 General Meeting. Revised October 03, 2012]

ARTICLE I - NAME AND STATUS

A) The name of the organization shall be: The American Women's Association.

B) It operates under the Royal Children's Hospital's Australian Business Number, tax status and public liability insurance and as a not-for-profit organisation coordinates its fundraising efforts with The Royal Children's Hospital Foundation Limited and the Auxiliary Office at the Royal Children's Hospital.  

ARTICLE II - DEFINITIONS
A) Annual Dues - monetary amount set by the Board and owing by Members on an annual basis.

(B)   AWA - the shorthand reference for the American Women's Association. All checks sent to the organization, however, must be made out to the "American Women's Association" to meet banking requirements

C) Board - the group of Members elected by the Full Members or selected or appointed by elected Board members to manage the general affairs and business of the AWA. See Article VII.

D) Board Year - January 1 through December 31; except that the period from August 1, 2013 through December 31, 2014 shall constitute a single Board Year.


E) Financial Year -August 1 through July 31.

F) Function - any occasion where AWA Members get together under the auspices of the AWA, whether for a Member Meeting, Fundraising Event or Social Gathering.

G) Fundraising Event - any effort by Members under the auspices of the AWA the primary purpose of which is to raise funds for the RCH, including one-day events and campaigns sustained over
a period of time.

H) Initiation Fee - monetary amount set by the Board and payable by any Member when she first joins the AWA.

I) Member - any woman who is eligible and meets specified obligations.

J) Notice - any formal communication between the Board and the Members concerning AWA business.

K) RCH - the collective reference in this Constitution for the Royal Children's Hospital of Melbourne, The Royal Children's Hospital Foundation Limited and the Auxiliary Office at the Hospital; where
necessary the specific organization will be referenced.

L) Social Gathering - any get-together of Members under the auspices of the AWA the primary purpose of which is to promote friendship and assist in creating a social support system among
the Members. A Social Gathering may also raise some funds for the RCH but that is not its primary objective.

ARTICLE III - OBJECTIVES
The primary objectives of the AWA shall be:

A) To raise funds for the RCH for specific hospital needs that will be pre-selected by the Board prior to any transfer of those funds;

B) To contribute voluntary services to the RCH and to co-operate and support the RCH's other auxiliaries; and

C) To promote friendship and create a social support system among all Members of the AWA.

ARTICLE IV - MEMBERSHIP

A) Eligibility:

1) The AWA will consider for Membership any woman residing in Australia wishing to contribute to the betterment of the RCH who is:

 

a) an American citizen or the spouse/defacto of an American citizen (a "Full Member"), or

b) an Australian citizen or expatriate of any other country who is not a spouse/defacto of an American citizen (an "Associate Member").

 

2) To maintain the AWA's membership in the Federation of American Women's Clubs Overseas ("FAWCO"), the number of Members who are not themselves American citizens may not exceed 35% of the total membership.

No current Member, however, may be terminated solely to meet this percentage. Should the number of non-American citizen Members exceed 35%, the Board shall use its best efforts to increase the number of American citizen Members to bring the number of non-American citizen Members to or below 35%.

3) Prospective members shall be entitled to attend one General Meeting or Social Gathering prior to joining the AWA.

4) To become a Member, an applicant must:

 

a) Submit a completed application form to the Vice President - Membership or her designate together with payment of Annual Dues and the Initiation Fee, and b) Receive Notice that her application has been
accepted by the Board.

 

5) The reasons an application may be declined include, but are not limited to, the following:

 

a) the applicant is not an American citizen and the percentage of existing non-American citizen Members is at or exceeds 35%;

 

b) the applicant has been terminated from membership in the AWA within the last two years;

c) the applicant is someone who's previous behavior has in the opinion of the Board been contrary to the best interests of the RCH or the AWA.

 

6) Should an application not be accepted, the Board shall notify the applicant in writing along with the reasons therefor. Annual Dues and the Initiation Fee shall be returned promptly to such applicant.

7) A special title of "Honorary Life Member" is given to those Members with twenty-five years of membership in the AWA. Annual Dues for any Honorary Life Member are optional.


B) Obligations:

1) Payment of Annual Dues and Initiation Fee

 

a) The Board shall set the amount of the Annual Dues for all Members and the amount of the Initiation Fee for new Members.

b) Removed

c) Except as specified in d) below, all new Members are required to pay full Annual Dues plus the Initiation Fee at the time of joining.

d) Removed

e) A late payment of Annual Dues may result in an additional fee, as set by the Board, and non-receipt of the AWA newsmagazine.

 

2) Payment for Functions

 

a) All Members are responsible for paying the cost of any Function they attend, as set and pre-announced by the Board.

b) Unless decided otherwise by the Board, all costs must be paid prior to the Function in order to reserve a place at the Function.

c) For any Function where Members must reserve a place prior to the Function, a Member shall be held responsible for any cancellation charges or other costs incurred by the AWA on her behalf because of such Member's and any guest's non-attendance at the Function.


3) Status, Privileges and Obligations

a) Any non-American Full Member shall retain full membership status regardless of any disassociation with her American spouse/de facto. Any Associate Member who acquires
an American spouse/de facto after joining may request to change her status to Full Member.

b) Associate Members share both the privileges and obligations of Full Members.

C) Termination

1) A Member may terminate her membership by giving Notice to the Board.

2) Membership may be terminated by the Board for:

a) non-payment of Annual Dues within 30 days of the due date;

b) non-fulfilment of volunteer services or financial responsibilities; or

c) conduct prejudicial to the interests of the AWA or the RCH, in which case the Board must:

i) Pass a resolution specifying the conduct of the Member and the decision to terminate membership due to the conduct.

ii) Send written notice by registered mail to the Member at her last known address setting out:

I) the resolution; and

II) the date, time and place of the next Board meeting at which the Member may address the Board. Such meeting shall be held not earlier than fourteen days and not later than thirty
days after the notice has been sent to the Member. Such meeting shall be attended by all Board members unless they are interstate, overseas or physically unable to do so.

iii) Allow the Member to
submit a written statement prior to the Board meeting instead of appearing in person.

iv) At the meeting, after considering the Member's response, the Board will vote to affirm or revoke the resolution.

I) Affirmation of the resolution must be by unanimous vote of the Board members personally present at the meeting.

II) If the resolution is affirmed, Notice of the resolution, the Member's response, and the affirmation shall be held in the Board's working files for five years thereafter and such terminated Member shall not be eligible to apply for re-admittance for the
following two years.

III) If the resolution is not affirmed by unanimous vote, it shall be deemed to be revoked and shall be placed in the Board files only for historical record.

IV) Written notice of the Board's affirmation or revocation shall be sent by registered mail to the Member at her last known address within fourteen days of Board
meeting.

V) The Board's affirmation or revocation is final, binding and conclusive and not subject to appeal or review.

3) Termination of membership, whether by a Member or by the Board, shall result in the Member's name being removed from the membership list and the newsmagazine mailing list,
and shall render such Member ineligible to participate in AWA Social Gatherings or Meetings, but shall not result in a refund of any Annual Dues or Initiation Fees.

ARTICLE V - MEMBER MEETINGS

A) General Meetings:

1) General Meetings shall be held at a time and place designated by the Board. There shall be no less than three General Meetings per year at which AWA business is conducted.

2) Prospective members and their guests are welcome at General Meetings and shall make advanced reservations and pay any costs as specified in the Notice of the Meeting.
3) The Annual General Meeting in any year shall be the first General Meeting of a new Financial Year. The annual report for the previous year shall be presented at the Annual General Meeting.

4) The results of the annual audit will be made available to the Members at the second General Meeting of the Financial Year if it has been received from the auditors. If not received by the second General Meeting, the results of
the annual audit shall be published in the newsmagazine when they become available.

5) Election of a new Board shall be held at a General Meeting held not less than 30 days before the end of a Board



6) Any other AWA business may be discussed at any General Meeting at the Board's discretion.

B) Special Meetings:

1) Special Meetings may be called at any time for any reason by the Board.

2) Special Meetings shall be held at a time and place determined by the Board.

C) Notice of Meetings:

1) Members shall be given at least ten days' Notice of a Meeting.

2) The Notice shall state:

a) the business of the Meeting;

b) whether any issue will require a vote and the method of voting; and

c) whether an advanced reservation is required and whether there is any cost associated with the Meeting and the amount thereof.

D) Administration of Meetings

1) The President, or in the President's absence a Board member designated by the President, shall chair each Meeting.

2) The President or her designate shall present all business that was specified in the Notice of the Meeting.

3) The Members personally present at a Meeting constitutes a quorum for conducting business at a Meeting.


ARTICLE VI - MEMBER VOTING

A) All Full Members in good financial standing are eligible to vote on matters raised at any General or Special Meeting.

B) Each such Full Member shall have one vote.

C) Voting shall be by any of the following methods, as determined by the Board and specified in the Notice of such Meeting:

1) If attending the Meeting in person, by show of hands or by paper ballot completed at the meeting;

2) If not attending in person, by paper or electronic ballot returned prior to the Meeting as stipulated in the Notice of the meeting.

D) If the Board specifies in the Notice of meeting that voting shall be only by those actually present at a Meeting, a Full Member at the Meeting may demand that such vote be done by paper
ballot.

E) Where votes are made by ballot, the Board shall appoint a non-Board Member as the election official to receive the ballots and to present the results to the Members at the Meeting.

F) The Full Members attending in person and the Full Members who are absent but whose ballots have been received in accordance with the procedures set forth in the Notice of the Meeting
shall constitute a quorum for voting purposes.

G) Except as specified in Article X - Amendments, all matters so raised must be passed with a majority of the votes cast by the Members.

ARTICLE VII - THE BOARD

A) Composition

1) The general affairs and business of the AWA shall be managed by the Board, which shall consist of the following fixed positions ("Fixed Positions"):
a) President;
b) Vice President - Membership
c) Vice President - Fundraising;
d) Secretary;
e) Treasurer;
f) Internal Communications;
g) Director of Public Relations

AND

h) if the Board deems it necessary for the effective functioning of the Board and the AWA, it may create up to three additional positions ("Additional Positions") in any one Board
Year.

i) All Full Members in good financial standing are eligible for any position on the Board, except as specified in below.

2) Election to the Fixed Positions:

a) Nominating Committee:

(i) A Nominating Committee shall be appointed by the Board four months prior to the third General Meeting.

(ii) The Nominating Committee shall consist of non-Board Members and meet as often as they deem necessary to form a slate of nominees.

(iii) Additionally, the President of the AWA and the President of the RCH Auxiliaries shall be ex-officio non-voting members of the Nominating Committee and shall receive at least ten day's prior notice of all its meetings.

(iv)The ex-officio members shall provide unbiased factual information and guidance to the Nominating Committee but shall not seek to influence its deliberations.

(v) The Nominating Committee shall:

a) canvas the membership to construct a slate of nominees for the Fixed Positions;

b) submit its slate of at least one Member per Fixed Position to the Board for inclusion in the Notice of General Meeting;

C) conduct its business in confidence and, except to its ex-officio members, shall not release any of its considerations to the Board, the RCH or the Members until it
submits its slate to the Board;

d) include a clear statement of its guidelines and operating procedures for the selection process with its slate of nominees and these shall also be included in the Notice of
General Meeting.

(vi)Where the Nominating Committee determines that more than one Member is equally qualified to hold a Fixed Position, it may present alternate nominees for a Fixed Position
in its slate.

b) Nominations:

(i) Any Member may recommend herself or any other Member to the Nominating Committee for a Fixed Position, provided that any Member so recommended is a Full Member in good financial
standing and that the Member consents to being so nominated.

(ii) The slate of nominees shall be sent in a Notice not less than thirty days prior to the date of the third General Meeting.

(iii) Thereafter, any Full Member in good financial standing wishing to run as an opposing candidate must submit a written statement to that effect with an explanation of her reasons
for opposing a nominee on the slate to the Nominating Committee not less than fourteen days prior to the General Meeting. Notice of any such opposing candidate and her reasons
and any comment of the Nominating Committee shall be sent either in the Notice of the General Meeting or, if the Notice has been issued, then in a supplemental Notice with new
voting instructions sent not less than ten days prior to the General Meeting.

(iv)Only if there is no provision made in the Notice for absentee balloting, may a Full Member in good financial standing nominate herself as an opposing candidate for a Fixed Position
at the General Meeting. Such Member must orally present to the Meeting a reasoned explanation for running in opposition to a nominee on the slate.

(v) Voting shall be for the slate of nominees, a particular alternative nominee on the slate or a declared opposition candidate, as the case may be; there shall be no provision for
write-in candidates.



3) Term Of Office:


a)Those elected to the Fixed Positions of the Board shall serve for a term of one Board Year.

b)Anyone selected for an Additional Position on the Board shall serve from the time of her selection until the end of the Board Year.

c)Except as specified in below, no Member may serve for more than two consecutive terms in a Fixed Position of the same capacity.

d) A Member selected for an Additional Position may not serve in an Additional Position on the Board, regardless of what that position is called, for more than
two consecutive Board Years. Such Member is free, however, to seek nomination to a Fixed Position.

e)Any member of the Board may resign her position by giving no less than seven days' Notice to the Board.

f)Any position may be declared vacant by a majority vote of the Board if:

(i) the incumbent is expected to be or has been outside Australia for a cumulative period of two or more months in a Board Year; or

(ii) the incumbent is not fulfilling her duties. h) The Board shall have the power to fill by appointment any vacancy which occurs during a Board Year.

i) Any Member appointed by the Board to fill a vacancy of a Fixed Position shall be deemed to have served a full year if appointed more than six months prior to the next Board
election. Any shorter term shall not be counted and that Member may serve in the same capacity for two consecutive terms beginning with the next election.

B) Powers and Duties 1) Subject to the terms of this Constitution, the Board is empowered to make or alter operating procedures for itself and the AWA.

2) The Board is the sole AWA liaison between the Members and the RCH and the Members and the Panel of Advisors with respect to AWA matters.

3) The Board is responsible to the RCH and the Members to maintain careful budgetary and cost control of all AWA Functions.

4) The Board shall pre-approve all budgets for all AWA Functions where AWA funds are to be expended.

5) The Board shall pre-approve any written contract with an outside entity that obligates the AWA, and such contract shall be signed by two Board members.

6) In addition, where it has not been previously approved as part of a budget or a written contract with an outside entity, the Board shall vote in advance of any single fund disbursement of $3,000.00 or
more.

7) If the AWA should be dissolved, the Board shall see that all outstanding debts and liabilities are paid and all remaining monies are transferred to the RCH.

8) In the event that the President is temporarily absent, presidential powers and duties shall go to such other Board member as the President designates.

9) The President shall temporarily delegate responsibility of any Board member's duties to another Board member should the incumbent be unavailable for a period of time and such position has not been declared vacant. The incumbent shall provide all relevant information
to the designated temporary replacement to allow that person to effectively fulfil the duties of the position.

10) Each Board member shall keep an up-to-date file with a job description and full details for performing the position. Files for Fixed Positions shall be handed to the Member next elected to
that position; files for Additional Positions shall be handed to the President of the next Board.

11) All files created in conjunction with a Board position or AWA Function, whether created by the Board or any other Member or committee of Members, are the property of the AWA. The Board is responsible
for collecting and maintaining these files.

12) All intellectual property created by or for the AWA is the property of the AWA and the Board is responsible for its use and dissemination. This intellectual property shall include, but is not limited to, the AWA logo, advertisements voluntarily created by a Member for the AWA
newsmagazine, and programs, menus and signage created for AWA Functions.

13) The Board shall keep the Members informed of the Board and Member activities through the AWA newsmagazine.

C) Meeting and Voting:

1) The Board shall meet in person as often as may be considered necessary, but not less than once every forty-five days, and at such time and place as designated by the President. Any
member who is unable to attend must notify the President in advance of the meeting.

2) A quorum of one-half the Board members personally present is required for business to be conducted.

3) Each Board member, whether in a Fixed or Additional Position, shall have one vote on any motion.

4) Except as provided in Article IV(C), ordinary motions are carried by a majority vote. In the event of the votes being equal, the President shall exercise a second, deciding vote.

5) Once a majority vote has occurred, the decision becomes that of the entire Board and all Board members then speak to the Members, the RCH and the general public about the
decision with one voice. Any Board member who refuses to do so must resign immediately.

6) In between meetings in person, the Board is free to communicate with each other, and if necessary, vote on any issue other than Member termination via the telephone or any form of electronic media then in use by all Board members. All Board members present in Australia
must be informed of any motion requiring such a vote and such a motion shall carry with a majority vote of those so informed.

7) A permanent record shall be kept in a durable book for safekeeping of all the Board's decisions, actions and instructions.

D) Committees

1) The Board may create any committees of its own members or of the Members of the AWA that it deems necessary to carry out the activities of the
AWA.

2) The President shall be an ex-officio non-voting member of all committees. In addition, the Board member under whose area of responsibility a committee is formed shall be an
ex-officio voting member of that committee.

E) Panel of Advisors

1) The Board shall invite the United States Consul General in Melbourne to be the Patron Advisor on its Panel of Advisors.

2) The Board may invite Members or non-Members to be on its Panel of Advisors.

3) The Board may meet with the Panel of Advisors to draw on their experience/skills/knowledge-base to assist the Board with the general affairs, business and management of the AWA.

4) The Panel of Advisors shall not have voting rights on any decision of the Board.


ARTICLE VIII - FINANCIAL MATTERS



A) The Financial Year of the AWA shall be the same as the Board Year.

B) All financial transactions, including amounts collected by the AWA in the form of Annual Dues, Initiation Fees and other cash and in-kind donations, shall be accounted for by the Board and
the Board shall make financial statements available to the Members and the RCH in the
Board's annual report.

C) The income and assets of the AWA shall be applied solely in furtherance of its above-mentioned objectives and no portion shall be distributed directly or indirectly to the Members except as bona
fide compensation for expenses incurred on behalf of the AWA.

D) For any Function where an admission price is charged, all reservations shall be sent to the Treasurer or her designate.

E) The Treasurer or her designate shall bank all monies and issue all receipts and payments.

F) The funds of the AWA shall be held at a commercial bank approved by the RCH or be placed in the AWA RCH account until transferral to a nominated hospital department or fund.

G) All AWA checks issued and any form for transferral of funds to a hospital department fund must have two Board member signatures. Signature forms shall be lodged by each incoming Board
with the bank and the RCH as required.

H) All Function budgets shall be pre-approved by the Board.

I) Any written contract with an outside entity that obligates the AWA shall receive prior Board approval and shall be signed by two Board members.

J) In addition, unless previously approved by the Board as part of a budget or a written contract with an outside entity, any single expenditure of $3,000.00 or more must receive Board approval
prior to making that expenditure.

K) There shall be an annual audit of the AWA's accounts. The results of the audit shall be made available to Members as specified in Article V and upon request.

L) In the event of the dissolution of the AWA, the amount remaining after such dissolution and the satisfaction of all debts and liabilities shall be transferred to the RCH to be used for the benefit
of the hospital.


ARTICLE IX - FUNDRAISING EVENTS AND SOCIAL GATHERINGS

A) All Members are encouraged to actively support the various AWA Functions, especially the fundraising events.

B) All AWA Functions shall be open to any Member; geography and interest shall be the only delimiting variables (i.e., neighbourhood coffees, book club).

C) Any idea for a Function shall be submitted to the appropriate member of the Board well in advance of any planning or committee formation for such Function. D) Where an admission price is charged, all Function
administrative expenses shall be paid out of monies raised by ticket sales for that Function.

E) Fundraising Events:

1) All Fundraising Events shall have budgeted monetary goals as set out by the Vice President - Fundraising and approved by the Board.

2) The Vice President - Fundraising shall convene volunteer committees for each fundraising event.

3) All committees must:

a) take direction from the Vice President - Fundraising as the representative of the Board and communicate to her the details of their activities;

b) maintain a record of each meeting and copies of all correspondence;

c) distribute the minutes of any meeting to all committee members and the Vice President - Fundraising in a timely manner;

d) submit all budgets and any written contracts to the Board for approval prior to any commitment of funds to an external party;

e) handle all funds appropriately in conjunction with the Vice President - Fundraising and the Treasurer or her designate, including

(i) keeping them apprised of all expenditures and obtaining written invoices or receipts for all expenditures;

(ii) seeking Board approval of any single expenditure of $3,000.00 or more that was not part of a previously approved budget or written contract;

(iii) submitting all invoices and receipts to the Treasurer for payment or reimbursement in a timely manner;

(iv)directing all reservations to the Treasurer;

(v) submitting all other monies to the Treasurer for deposit.

(vi)submitting all necessary information to the Treasurer in a timely manner for invoicing participants and sponsors and issuing receipts to donors as required; and

f) forward to the Vice President - Fundraising all records of a fundraising event within one month of its conclusion.

g) forward all receipts for reimbursement to the Treasurer within one month of the conclusion of the event.

4) the Treasurer has the right to refuse reimbursement of:

a) any expenditure without a written invoice or receipt;

b) any invoice or receipt submitted later than one month after the event; or

c) any amount in excess of the budgeted amount previously approved by the Board for that expenditure.

5) The Board has the right at any time to remove from any committee a Member who refuses to follow the direction of the Vice President - Fundraising or the written guidelines of the Board.

F) Social Gatherings:

1) A designated member of the Board of Directors shall coordinate the leaders for all Social Gatherings.

2) The primary purpose of Social Gatherings is to fulfil the objective of promoting friendship and creating a social support system among all Members, and thus they do not necessarily have to raise any funds for the RCH.

3) For any Social Gathering where Members are charged an admission price, however, a designated member of the Board of Directors shall: a) convene volunteer committees for any such ticketed Social Gathering and these committees must follow all of the provisions set out above for Fundraising Events, except that they shall be responsible to the Vice President - Membership instead of the Vice President - Fundraising;

b) ensure that any such ticketed Social Gathering will raise at least a nominal amount for the RCH; and

c) have the right, with Board approval, to cancel any such Social Gathering should it appear to be unable to raise a nominal amount from the net proceeds (ticket sales less expenses)for the gathering.

4) For any other Social Gathering where monies are donated by participants for the benefit of the RCH, the leader of that Social Gathering shall account for all funds to the Treasurer and forward them to the Treasurer for deposit.

ARTICLE X - AMENDMENTS

A) This Constitution may only be amended by a two-thirds vote of those Full Members in good financial standing voting at any General or Special Meeting, whether in person or by absentee ballot as provided by the Board in the Notice of the Meeting.

B) The text of any proposed amendment to the Constitution shall be included in the Notice of the General or Special Meeting.

ARTICLE XI - NOTICE

A) Except where otherwise specified herein, any notice that is required to be given to the Members by the Board or to the Board by the Members may be given by any one or more of the following methods:

1) by publication in the AWA newsmagazine;

2) by post to their last known address;

3) by facsimile to their last known facsimile number;

4) by electronic communication to their last known address.

B) The Board shall determine the method or methods used in any given situation. In accordance with Robert's Rules of Order (www.rulesonline.com), the Bylaws of the Federation of American Women's Clubs Overseas, Inc. (www.fawco.org), and the Constitution of the Royal Children's Hospital Auxiliaries.

END