The South Australian Council of Churches Incorporated
CONTENTS by paragraph
3. PURPOSE OF SACC
4. POWERS OF SACC
5.4 Member Church Contributions
5.6 Register of Members
6. THE EXECUTIVE COMMITTEE
6.1 Powers and Duties
6.3 Officers of SACC
6.4 Executive Officer
6.5 Casual Vacancies
7. THE SEAL
8. GENERAL COUNCIL/GENERAL MEETINGS
8.1 General Council
8.2 Associate Delegates/Observers
8.3 Annual General Meetings
8.4 Special General Meetings
8.5 Notice of General Meetings
8.6 Proceedings at General Meetings
8.7 Voting at General Meetings
8.8 Special and ordinary resolutions
8.9 Standing Committees
10. DISPUTE RESOLUTION
11. FINANCIAL REPORTING
11.1 Financial Year
11.2 Accounts to be kept
11.3 Accounts and Reports
11.4 Annual Return
11.5 Appointment of Auditor
12. PROHIBITION AGAINST SECURING PROFITS FOR MEMBERS
13. WINDING UP
14. APPLICATION OF SURPLUS ASSETS
The name of the incorporated association is The South Australian Council of Churches Incorporated.
In this Constitution the following words have the following meanings:
a. “SACC” means The South Australian Council of Churches Incorporated
b. “Church” means any church or Christian community which confesses the Lord Jesus Christ as God and Saviour according to Scripture
c. “Member Church” means a church which has formally become a member of SACC
d. “General Council” means the General Council of The South Australian Council of Churches Incorporated
e. “General Meeting” means a General Meeting of members of the General Council convened in accordance with this Constitution
f. “Executive Committee” means the committee of management of SACC
g. “appointed representative” means a person appointed to the General Council or to the Executive Committee by a Member Church of SACC
h. “Executive Officer” means the person responsible for implementing the decisions and facilitating the activities of SACC
i. “Visitor” means the Chairperson of the SA Heads of Christian Churches, or his/her appointee. He/she may give advice if SACC is in doubt as to its powers under its purpose and aims, or be invited to intervene, or may intervene as necessary, in the internal affairs of SACC
j. “Standing Committee” means a committee or commission of the General Council with terms of reference and a term of appointment
k. “NCCA” means the National Council of Churches in Australia
l. “the Act” means the Associations Incorporation Act 1985 in South Australia
m. “month” means a calendar month.
3. PURPOSE OF SACC
The purpose of SACC is to:
a. serve the churches of South Australia in their deeper engagement in ecumenism
b. nurture and nourish the churches’ understanding, spiritual growth and practice of ecumenism
so that, as Jesus prayed, “…they may all be one. As you, Father, are in me and I am in you, may they also be in us, so that the world may believe that you have sent me”. John 17:21
To fulfil its Core Purpose, SACC will create the space for the churches’ learning and exploration on ecumenism so that the churches may be drawn into more visible expressions of Christian unity, in response to the prayer of Jesus, the movement of the Holy Spirit and the hopes and concerns of the whole people of God.
4. POWERS OF SACC
SACC shall have all the powers conferred by section 25 of the Act to further its objects, namely to:
a. acquire, hold, deal with, and dispose of, any real or personal property; and
b. administer any property on trust; and
c. open and operate ADI accounts; and
d. invest its moneys -
i) in any security in which trust moneys may, by Act of Parliament, be invested; or
ii) in any other manner authorised by the rules of SACC; and
e. borrow money upon such terms and conditions as SACC thinks fit; and
f. give such security for the discharge of liabilities incurred by SACC as SACC thinks fit; and
g. appoint agents to transact any business of SACC on its behalf; and
h. enter into any other contract it considers necessary or desirable.
a. Any Church which endorses the Purpose of SACC (Clause 3) and agrees to be bound by this Constitution may apply for membership of SACC.
b. A Church which applies for membership shall be granted membership of SACC, subject to receiving the affirmative vote of a three quarters majority of those present at a meeting of the General Council, provided that sixty (60) days notice in writing has been given to members of the General Council, and to the appropriate authority in each Member Church, of the intention to consider such an application.
c. A Church or Christian community which does not have creedal statements within its tradition and therefore finds it difficult to subscribe formally to what appears to it to be a written creedal statement in clause 2.b. of this Constitution may apply for and be elected to membership provided that the Church or Christian community demonstrates by its life and conduct that it upholds the spirit expressed in the Constitution.”
The Chairperson of the SA Heads of Christian Churches, or his/her appointee, may act as a Visitor to SACC for the term of his/her Chairpersonship.
SACC is affiliated with the NCCA and will work together on the widest practicable basis with the NCCA and similar state/territory ecumenical bodies in Australia.
5.4 MEMBER CHURCH CONTRIBUTIONS
a. The financial contributions will be set generally for a three year period commencing on 1 July 2008 and subject to renewal every three years. The contributions may be the same or vary for each year.
b. Contributions will be
i) Such total sum as the General Council shall from time to time determine in a General Meeting, only after consultation with the Member Churches.
ii) Payable at such time and in such manner as the Executive Committee shall from time to time determine, provided always that the Executive Committee may in its absolute discretion waive the contribution of any Member.
a. A Member Church may resign from membership of SACC by giving 3 months written notice thereof to the Executive Officer or Public Officer of SACC.
b. Any Member Church so resigning shall be liable for any outstanding subscriptions which may be recoverable as a debt due to SACC.
5.6 REGISTER OF MEMBERS
A register of Member Churches shall be kept by the Executive Officer and shall contain:
a. the name and postal address (and/or facsimile number and email address if given) of each Member Church;
b. the date on which each Member Church was admitted to SACC; and
c. if applicable, the date of, and reason(s) for, termination of membership.
6. THE EXECUTIVE COMMITTEE
6.1 POWERS AND DUTIES
a. The affairs of SACC shall be managed and controlled by the Executive Committee which in addition to any powers and authorities conferred by these rules may exercise all such powers and do all such things as are within the purpose of SACC, and are not by the Act or by these rules required to be done by SACC in a General Meeting.
b. The Executive Committee has the management and control of the resources, funds and other property of SACC.
c. The Executive Committee shall have authority to interpret the meaning of these rules and any other matter relating to the affairs of SACC on which these rules are silent.
6.2 MEMBERSHIP OF THE EXECUTIVE COMMITTEE
The Executive Committee shall be comprised as follows:
a. Appointed Representatives
i) Each Member Church may appoint one representative to the Executive Committee.
Interpretative note: Each Member Church is regarded as one unit
in the State of South Australia.
ii) These appointments will generally be for a two year term with a possible extension of two years.
b. Ecumenical Delegates
i) The General Council may elect two people from the General Council to the Executive Committee as ecumenical delegates.
ii) These appointments will generally be for a two year term with one possible extension of two years.
c. The Officers of SACC
The Officers of SACC are the President of SACC, two Vice-Presidents and the Treasurer (see Clause 6.3 below for further information).
d. The Executive Officer [ex-officio] (see Clause 6.4 for further information).
6.3 OFFICERS OF SACC
a. The President
i) The President shall be elected by the General Council from persons who are appointed representatives on the General Council or who have the endorsement of their Member Church.
ii) The President shall hold office until the next Annual General Meeting.
iii) No person shall be eligible to hold the office of President for more than two consecutive terms.
b. The Vice-Presidents
i) The Vice Presidents shall be elected by the General Council from persons who are appointed representatives on the General Council or who have the endorsement of their Member Church.
ii) The Vice-Presidents shall hold office until the next Annual General Meeting.
iii) No person shall be eligible to hold the office of Vice-President for more than two consecutive terms.
c. The Treasurer
i) shall be appointed by the Executive Committee as it sees fit
ii) may not necessarily be a person from a Member Church
iii) shall be eligible to vote at meetings of the Executive Committee but not at meetings of the General Council, unless he/she has been appointed to General Council by a Member Church.
6.4 EXECUTIVE OFFICER
a. The Executive Committee is responsible for the recruitment and appointment of the Executive Officer.
b. The appointment of the Executive Officer shall take place after consultation with and approval by the appropriate authority in the Member Churches.
c. The Executive Officer shall hold office according to such terms as are laid down at the time of the appointment, or are determined between the Executive Committee and the Executive Officer from time to time.
6.5 CASUAL VACANCIES
In the event of a casual vacancy on the Executive Committee, the Executive Committee shall respond as follows:
a. For Appointed Representatives: invite the appropriate authority in the Member Church to appoint a representative
b. For Ecumenical Delegates: seek nomination(s) from among the members of the General Council for election at the next meeting of the General Council
c. For the Officers of SACC: seek nomination(s) from members of the General Council for election at the next meeting of the General Council (subject to Clause 6.3.c)
d. For Executive Officer:
i) An interim appointment shall be made at a meeting of the Executive Committee, after consultation with and approval by the appropriate authority in the Member Churches
ii) Such interim appointment shall not extend beyond the next Annual General Meeting of SACC without the affirmation of the General Council.
6.6 PROCEEDINGS OF THE EXECUTIVE COMMITTEE
a. The Executive Committee shall elect its Chairperson whose primary role is to ensure the good running of meetings of the Executive Committee.
b. The Executive Committee shall appoint a Public Officer as required by the Act.
c. The Executive Committee shall meet together for the dispatch of business at least every two months.
d. The Executive Committee may meet in person and/or by telephone and/or by other electronic means.
e. Unless the meeting time is set at a previous meeting, the Chairperson or Executive Officer must give Executive Committee members at least 14 days notice of a meeting except where the Chairperson or Executive Officer decides the matters for discussion are urgent.
f. Questions arising at any meeting of the Executive Committee shall be decided by a majority of votes, and in the event of equality of votes the President (or in his/her absence, a Vice-President) shall have a casting vote in addition to a deliberative vote.
g. A quorum for a meeting of the Executive Committee shall be one half of the members who have appointed representatives of the Executive Committee provided that, among those who comprise the Executive Committee (excluding the Executive Officer and the Treasurer), at least half of the Member Churches are represented.
h. A member of the Executive Committee having a direct or indirect pecuniary interest in a contract, or proposed contract, with SACC must disclose:
i) the nature and extent of that interest to the Executive Committee as required by the Act, and shall not vote with respect to that contract or proposed contract.
ii) the nature and extent of his or her interest in the contract at the next Annual General Meeting of SACC.
i. The Executive Committee may at any time invite individuals to sit on its meetings to assist on particular issues.
6.7 DISQUALIFICATION OF EXECUTIVE COMMITTEE MEMBERS
The office of an Executive Committee member shall become vacant if an Executive Committee member is:
a. disqualified from being an Executive Committee member by the Act;
b. absent without apology or leave of absence from more than one third of the meetings in a financial year.
7. THE SEAL
7.1 SACC shall have a common seal upon which its corporate name shall appear in legible characters.
7.2 The affixing of the seal shall be witnessed by any two people who hold the following positions:
i) Officers of SACC
ii) Executive Officer.
7.3 Every use of the seal shall be recorded in the minute book of the General Council.
8. GENERAL COUNCIL/GENERAL MEETINGS
8.1 GENERAL COUNCIL
a. The General Council has responsibility for the vision, direction and overall stewardship of the resources of SACC.
b. The General Council is composed of persons appointed by a Member Church, the Officers of SACC (refer Clause 6.3.c for details in relation to the Treasurer’s eligibility) and elected Standing Committee members (refer Clause 8.9.i for details).
c. The work of the General Council shall be conducted at General Meetings, of which there will be at least two a year, including the Annual General Meeting.
8.2 ASSOCIATE DELEGATES/ OBSERVERS TO THE GENERAL COUNCIL
a. A Church which is not a member of SACC may be invited by the General Council to send a number of Associate Delegates to the meetings of the General Council and to the other activities of SACC.
b. An Organisation of ecumenical character may be invited by the General Council to send one Observer to the meetings of the General Council.
c. Such Churches or Organisations may be invited by the General Council to send Associate Delegates – or in the case of an Organisation, an Observer - to the meetings of the General Council, subject to receiving the affirmative vote of a three quarters majority of those present at a meeting of the General Council, provided that sixty (60) days notice in writing has been given of the intention to consider such an invitation.
d. An individual who:
i) is from a Member Church, or from a Church which participates in the meetings of SA Heads of Christian Churches or from a church which at national level is a member of the NCCA, and
ii) has an interest in matters ecumenical, and
iii) can demonstrate a commitment to the purpose, the ethos and the Constitution of SACC
is welcome to attend General Meetings of SACC as an Observer.
8.3 ANNUAL GENERAL MEETINGS
a. The Executive Committee shall call an Annual General Meeting in accordance with these rules.
b. The order of the business at the meeting shall be:
i) the confirmation of the minutes of the previous Annual General Meeting and of any special General Meeting held since that meeting
ii) the consideration of the accounts and the auditor’s report (if auditor’s report is required)
iii) reports of Standing Committees
iv) the election of two people from General Council as Executive Committee members
v) the election of the President and Vice Presidents of SACC
vi) the appointment of an auditor
vii) any other business requiring consideration by General Council at a General Meeting.
8.4 SPECIAL GENERAL MEETINGS
a. The Executive Committee may call a special General Meeting of the General Council at any time.
b. Upon a requisition in writing of not less than 20% of the General Council, the Executive Committee shall convene a special General Meeting to take place not sooner than one week and not later than one month after the receipt of the requisition, for the purpose specified in the requisition.
c. Every requisition for a special General Meeting shall be signed by the relevant members of the General Council and shall state the purpose of the meeting.
d. If a special General Meeting is not convened within one month, as required by 8.4.b above, the requisitionists, or at least 50% of their number, may convene a special General Meeting.
e. Such a meeting shall be convened in the same manner as nearly as practical as a meeting convened by the Executive Committee, and for this purpose the Executive Committee shall ensure that the requisitionists are supplied free of charge with particulars of the individuals entitled to receive a notice of meeting.
f. The reasonable expenses of convening and conducting such a meeting shall be borne by SACC.
8.5 NOTICE OF GENERAL MEETINGS
a. Subject to 8.5.b, at least 40 days notice of any General Meeting shall be given to members of the General Council. The notice shall set out where and when the meeting will be held, and particulars of the nature and order of the business to be transacted at the meeting.
b. Notice of a meeting at which a special resolution is to be proposed shall be given at least 60 days prior to the date of the meeting.
c. A notice may be given to any member of the General Council by serving the member of the General Council with the notice personally, or by sending it by post, email or facsimile to the contact address provided by a member of General Council.
d. Where a notice is sent by post:
i) the service is effected by properly addressing, prepaying and posting a letter or packet containing the notice; and
ii) unless the contrary is proved, service will be taken to have been effected at the time at which the letter or packet would be delivered in the ordinary course of post.
e. Where a notice is sent by email or facsimile, unless the contrary is proved, service will be taken to have been effected within 24 hours of sending.
8.6 PROCEEDINGS AT GENERAL MEETINGS
a. Two thirds of the members of the General Council, provided that at least half of the Member Churches are represented, shall constitute a quorum for the transaction of business at any General Meeting.
b. If within 30 minutes after the time appointed for the meeting a quorum is not present, a meeting convened upon the requisition of members of the General Council shall lapse. In any other case, the meeting shall stand adjourned to the same day in the next week, at the same time and place, or at such other place as advised. If at such adjourned meeting a quorum is not present within 30 minutes of the time appointed for the meeting the members present shall form a quorum.
c. Subject to 8.6.d, the Executive Committee will arrange for a person to chair a General Meeting.
d. If the Chairperson is not present within five minutes after the time appointed for holding the meeting, or he/she is present but declines to take or retires from the chair, or he/she is unable to attend the meeting, the Executive Committee may invite an Executive Committee member or a member of the General Council to be the Chairperson of that meeting.
8.7 VOTING AT GENERAL MEETINGS
a. Subject to these rules, members of the General Council have only one vote at a meeting of the General Council.
b. Subject to these rules, a question for decision at a General Meeting, other than a special resolution, must be determined by a majority of not less than three-quarters of members present at the meeting of the General Council.
c. A question for decision at a General Meeting shall be generally determined by a show of hands or similar visible means.
d. A secret ballot may be called by any member of the General Council and shall be conducted in a manner specified by the person presiding. The result of the ballot is the resolution of the meeting on that question.
e. A vote or secret ballot for the election of a person presiding or on a question of adjournment must be taken immediately, but any other vote or secret ballot may be conducted at any time before the close of the meeting.
8.8 SPECIAL AND ORDINARY RESOLUTIONS
a. A special resolution of SACC means a resolution passed at a duly convened meeting of the members of General Council if:
i) at least 60 days written notice specifying the intention to propose the resolution as a special resolution has been given to all members of the General Council;
ii) it is passed at a meeting referred to in this paragraph by a majority of not less than three-quarters of members present at that meeting.
b. An ordinary resolution is a resolution passed by a simple majority at a General Meeting.
8.9 STANDING COMMITTEES OF THE GENERAL COUNCIL
a. The General Council shall have power to establish such Standing Committees as are necessary to carry out its purpose.
b. The terms of reference for Standing Committees shall be determined from time to time by the General Council.
c. Standing Committees shall be accountable to the General Council for their activities and use of resources and shall report at least annually to the General Council.
d. The Executive Committee shall have oversight of membership of a Standing Committee.
e. Standing Committees will comprise individuals appointed or endorsed by a Member Church. These appointments will generally be for a two year term which is renewable on a two yearly basis.
f. Standing Committees may include a minority of persons other than the individuals appointed or endorsed by a Member Church:
i) Such persons will have an interest in matters ecumenical and will have a demonstrated commitment to the purpose, the ethos, the rules of SACC and the work of the Standing Committee.
ii) Such persons may be nominated by the Standing Committee and will be considered by the Executive Committee for appointment.
iii) Their participation on the Standing Committee will generally be for a two year term which is renewable on a two yearly basis.
g. Chairpersons of Standing Committees may be selected by the members of the Standing Committee. The role of the chairperson is to ensure the good running of the meeting.
h. All members of Standing Committees shall have full voting status within the activities of their respective committees.
i. Standing Committees may elect annually, from among the Committee members who have been appointed or endorsed by a Member Church, up to two people who may vote at meetings of General Council.
j. In the case of a casual vacancy, the Standing Committee may ask the Executive Committee to seek a new appointment.
a. Proper minutes of all proceedings of General Meetings of the General Council and of meetings of the Executive Committee and Standing Committees, shall be entered in minute books kept for the purpose.
b. The minutes kept pursuant to this rule must be confirmed by the General Council or Executive Committee or Standing Committee at a subsequent meeting.
c. 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.
d. 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.
10. DISPUTE RESOLUTION
a. The dispute resolution procedure set out in this rule applies to disputes in relation to the business of SACC under these Rules between
i) a Member Church/appointed representative and another Member Church/appointed representative.
ii) a Member Church/appointed representative and SACC.
b. The parties to the dispute must meet and discuss the matter in dispute, and, if possible resolve the dispute within 14 days after the dispute comes to the attention of all of the parties.
c. If the parties are unable to resolve the dispute at the meeting the parties may choose to meet and discuss the dispute before the Visitor or an independent third person agreed to by the parties.
d. In this rule "Member Church/appointed representative" includes any person who was a Member Church/appointed representative not more than six months before the dispute occurred.
11. FINANCIAL REPORTING
11.1 FINANCIAL YEAR
The financial year of SACC shall be for a period of 12 months and commence on 1 July and ending on 30 June of each year.
11.2 ACCOUNTS TO BE KEPT
SACC shall keep and retain such accounting records as are necessary to correctly record and explain the financial transactions and financial position of SACC in accordance with the Act.
11.3 ACCOUNTS AND REPORTS
The accounts, together with the auditor’s report on the accounts, the Executive Committee’s statement and the Executive Committee’s report, shall be laid before the General Council at the Annual General Meeting.
11.4 ANNUAL RETURN
In the event that SACC becomes a prescribed association under the Act, it will ensure that the annual (periodic) return will be lodged with the Office of Consumer and Business Affairs within six months after the end of each financial year. It must be accompanied by a copy of the accounts, the auditor’s report, the Executive Committee’s statement, and the Executive Committee’s report.
11.5 APPOINTMENT OF AUDITOR
a. At each Annual General Meeting, the General Council shall appoint a person to be auditor of SACC.
b. The auditor shall fulfil this role until the next Annual General Meeting and is eligible for re-appointment.
c. If an appointment is not made at an Annual General Meeting, the Executive Committee shall appoint an auditor for the current financial year.
12. PROHIBITION AGAINST SECURING PROFITS FOR MEMBERS
The income and capital of SACC shall be applied exclusively to the promotion of its purpose and no portion shall be paid or distributed directly or indirectly to Member Churches or their associates except as bona fide remuneration of a member for services rendered or expenses incurred on behalf of SACC.
13. WINDING UP
a. SACC may be wound up in the manner provided for by the Act.
b. In the event of the winding up of SACC, any remaining funds and assets, after payment of all expenses and liabilities, will be dealt with as for the application of Surplus Assets (Clause 14).
14. APPLICATION OF SURPLUS ASSETS
a. If after the winding up of SACC there remain “surplus assets” as defined in the Act, such surplus assets shall be distributed to any organisation which has similar purpose and has rules which prohibit the distribution of its assets and income to its members.
b. Such organisation or organisations shall be identified and determined by a resolution of the General Council in General Meeting.
a. These rules may be altered by special resolution of the members of the General Council. This includes rescission or replacement by substitute rules.
b. The rules and any alterations shall be registered with the Office of Consumer and Business Affairs, Corporate Affairs and Compliance Branch, as required by the Act.
c. The registered rules shall bind SACC and every member to the same extent as if they have respectively signed and sealed them, and agreed to be bound by all of the provisions thereof.
d. SACC may adopt a trading/operating name.
The General Council shall approve by-laws to cover detailed procedures for the functioning of SACC.
End of Constitution