Asia-Pacific Greens Federation Constitution (2015)

Table of Contents

1.1  Definitions
1.2  Interpretation: meaning of certain words
1.3  Interpretation: Application of the Corporations Act
3.1  APGF
3.2  Objects
3.3  Powers
6.1  Members
6.2  Appointment of Members
7.1  Categories
7.2  Eligibility
7.3  Admission
7.4  Fees
7.5  Termination
7.6  Rejection of Applications
7.7  Limited Liability of Members and Constituent Groups
7.8  Contribution by Members and Constituent Groups
8.1  Constitution Bound
8.2  Suspension
8.3  Bankruptcy
8.4  Complaints
9.1  Purpose of General Meetings
9.2  Timing of and Notice of General Meetings
9.3  Contents of Notice
9.4  Failure to Receive Notice
10.1  Quorum
10.2  If Quorum Absent
10.3  Facilitator
10.4  Adjournment of Meeting
10.5  Determination of Votes
10.6  Voting
11.1  APGF Congress
11.2  Global Greens Congress
12.1  Council
12.2  Term of office of Councillors
12.3  Termination of Councillors and Officers
12.4  Vacancy
12.5  Temporary Alternate Councillors
13.1  Functions of the Council
13.2  Bills of Exchange
14.1  Meeting of Councillors
14.2  Voting
14.3  Power to Co-opt
14.4  Facilitator at Meetings of Council
14.5  Validity of actions and resolutions
16.1  Convenor
16.2  Treasurer
16.3  MAC Committee
16.4  Responsibilities of the MAC Committee
16.5 Decision-making by the MAC Committee
17.1  Appointment
17.2  Roles
24.1  Dissolution
24.2  Dereliction of duties
24.3  After dissolution is decided
24.4  Distribution of property

1.  DEFINITIONS AND INTERPRETATION

1.1.  Definitions

In this Constitution, and any Bylaws hereunder unless the context otherwise requires:

  • “APGF” means Asia-Pacific Greens Federation, a company limited by guarantee
  • “Corporations Act” refers to The Corporations Act 2001 whichis an act of the Commonwealth of Australia that sets out the laws dealing with business entities in Australia at federal and interstate level
  • Consensus means the form of decision-making whereby a defined quorum is present at the meeting and there are no recorded objections to a proposed decision being achieved
  • “Constituent Group” is a group admitted to the APGF in accordance with clause 7
  • Council to be read as the Board of Directors insofar as this body may be referred to in the Corporations Act
  • Councillor to be read as a Director as defined in the Corporations Act
  • “Facilitator” is responsible for conducting the meeting, ruling on whether consensus is reached or not, counting the quorum, recording which members are present and who can vote
  • “Gender Balance” is no more than 60% of any one gender
  • “Global Greens” is the partnership of the world’s Green parties and Green political movements, working cooperatively to implement the Global Greens Charter
  • “Global Greens Charter” means the Charter, adopted at the Global Greens Congress in Canberra 2001, as amended or replaced by the Global Greens Congress
  • Green identifies the political values described in the Global Greens Charter
  • “Green Party” is a political party registered as a political party in its country, unless otherwise determined by Council
  • “Management and Coordination Committee” shall be referred to as MAC
  • Member is a natural person appointed by the Green Party or Parties of a country in accordance with clause 6
  • Office Bearer refers to the APGF Convenor and Treasurer
  • Political movement a group of people working together to achieve a political goal.
  • “Women’s Network” is a committee created by the Council as per the Bylaws
  • “Year” shall mean a financial year except in relation to the period of tenure of any office bearer in which case it shall mean the period between one General Meeting and the next succeeding General Meeting

1.2.  Interpretation: meaning of certain words

In this Constitution, unless the context otherwise requires:

a. words importing the singular number include the plural number and vice versa;

b. words importing the masculine gender include the feminine gender and vice versa;

c. expressions referring to writing shall be construed as including references to printing, lithography, photography, email, facsimile, electronic communication and other modes of representing or reproducing words in a visible form;

d. all headings contained in this Constitution are for guidance and do not form part of the substance of the Constitution.

e. The boundaries of the Asia Pacific Region shall be defined by the Council

f. All references to Convenor include Co-Convenors

1.3.  Interpretation: Application of the Corporations Act

Except so far as the contrary intention appears in this Constitution, an expression has, in a provision of this Constitution that deals with a matter dealt with by a particular provision of the Corporations Act, the same meaning as in that provision of the Corporations Act.


2.  EXCLUSION OF REPLACEABLE RULES

Subject to Part 2B.4 of the Corporations Act, the replaceable rules shall not apply to APGF.


3.  PURPOSES

3.1.  APGF

APGF:

a. is a company limited by guarantee

b. will operate for the promotion, development and attainment of its objects

c. will apply its profits (if any) or other income in promoting its objects; and

d. is not carried on for the purpose of profit or gain to its individual members

3.2.  Objects

a. The basic object of APGF is to promote and defend the principles contained in the Global Greens Charter and their official bodies with special regard to the Asia Pacific region; and to act as a recognised Federation of the Global Greens.

b. To further its basic object, the APGF may:

i. build the capacity of Green parties to win elections, develop Green policies, and to operate according to Green values

ii. assist emerging Green parties;

iii. hold meetings and events including the APGF Congress;

iv. work in close cooperation with the Global Greens and its member organizations, participate in the governance of the Global Greens and support and participate in the Global Greens Congress

v. facilitate global communication, joint action, networking, mutual support, policy development, research and campaigning;

vi. facilitate learning and information dissemination about the Greens and Green issues

vii. do such other things as the Council considers necessary or desirable to further the objects set out in clause 3.2(a).

c. The APGF is committed to promoting Gender Balance

3.3.  Powers

The APGF may, in any manner permitted by the Corporations Act exercise any power, take any action and engage in any conduct or procedure, which under the Corporations Act a company limited by guarantee may exercise, take or engage in.  


4.  INCOME AND PROPERTY

The income and property of the APGF shall be applied solely towards the promotion of the objects of the APGF.  APGF shall not declare or pay any dividend or otherwise divide, give or transfer any of its property or income to Members.

a.  This section does not prevent the payment of fees or remuneration to any employees of, or consultants to the APGF, or to any Member or Councillor for services rendered to the APGF, payment of interest for money borrowed, rent for leased premises or goods supplied to it provided that a Member or Councillor shall not be paid any fees for his/ her ordinary services as a Member or Councillor.

b.  Nothing in this section prevents the APGF from making advances to or reimbursing Members or Councillors for expenses properly incurred by them in connection with the affairs of the APGF, including but not limited to a Member or Councillor’s travel and out-of-pocket expenses in connection with attendance at meetings of Councillors, Committees or Members of the APGF or in respect of special services performed for or at the request of the APGF not being the ordinary services of a Member or Councillor.

c.  Any payments to a Councillor or Member shall be approved by the Council.

 

5.  ORGANISATION CONTROL AND POLICY

a. The management and control of the APGF shall be vested in a Council as hereinafter provided.

b. The Council may, subject to the provisions of this Constitution and the decisions of any General Meeting, exercise every power of the APGF.


6.  MEMBERSHIP

6.1.  Members

a. Membership of the APGF is appointed by the Green Parties in each country

b. Each country is entitled to an equal number of Members

c. The number of Members shall be determined in the Bylaws

6.2. Appointment of Members

a. Each Member is appointed in writing by the Green Party - or where there is more than one Green Party, the Green Parties - of a country, and upon such appointment becomes the Green Party or Parties’ representative at General Meetings of the APGF

b.  A Member’s appointment is of no effect until written notice is provided to the Convenor

c.  The Green Party or Parties in each country must ensure the information in the Register of Members for their country is kept up to date and is accurate for each General Meeting

6.3. Termination of Members & Removal from the Register of Members

Appointment, reaffirmation, and all revocation of Members will be conducted in Accordance with the Corporations Act


7.  CATEGORIES OF CONSTITUENT GROUPS

7.1.  Categories

a. Green Party: is a political party registered as a political party in its country, unless otherwise determined by Council

b. Associate: an emerging Green party or Green political movement

c. Partner: a non-profit, non-governmental organisation, foundation or institute

7.2.  Eligibility

Constituent Groups are eligible for admission to the APGF provided they:

  • have policies and a mission that are not inconsistent with the Global Greens Charter;
  • agree to endorse the APGF objects;
  • are not affiliated with any other international association of political parties;
  • satisfy the following eligibility criteria:

a.  Green Party:

i. participates actively in political life, the APGF, the Global Greens and where feasible contests elections

ii. operates in a democratic, non-discriminatory and open manner with clear rules and procedures

iii. applies Gender Balance principles throughout their organisational structures and processes

iv. conducts their organisation in a financially transparent and accountable manner

v. avoids actions that may bring the APGF or the Global Greens into disrepute

vi. pays their designated membership fee by the due date

vii. provides the APGF with an annual report with information set out in the Bylaws

viii. regularly attends APGF meetings and congresses

b. Associate:

i. is endorsed by at least one APGF Green Party

ii. works collaboratively with the APGF

iii. attends APGF meetings as often as possible

c. Partner:

i. is willing to work collaboratively with the APGF on joint-efforts

ii. strives for the ongoing strengthening of the APGF

iii. Meets criteria (if any) set out in the Bylaws

7.3.  Admission

a. Applications for admission shall be made in the form and manner and upon payment of the application fee (if any) prescribed from time to time by the Council.

b. Admission is by resolution of the Council and subject to the terms and conditions determined by the Council.

7.4.  Fees

a. Annual fees are due on January 1 of each year

b. No Constituent Group shall be allowed to be relieved of the payment of the annual fee except as otherwise specified in the Constitution or Bylaws

c. A notice of the annual fee due (if any) and of any previous fee overdue by the Constituent Group shall be given to the Constituent Group annually

d. A Constituent Group shall be liable for the annual fee notwithstanding any failure to give a notice or a true notice

e. Annual fees shall be paid by the dates set out in the schedule of fees as determined by the Council for each Constituent Group.

f. Annual fees are not payments in advance and shall not by reason of resignation, termination or for any other reason be returned to the Constituent Group.

g. Any Constituent Group who has any fee overdue or levy payable past 30 June shall not be entitled to exercise any of the rights and privileges of an APGF Constituent Group

h. Any Constituent Group who has any fee overdue or levy payable for a period stated in the Bylaws automatically ceases to be a Constituent Group of APGF unless otherwise determined by the Members in General Meeting

7.5.  Termination

A Constituent Group:

a. may resign from the APGF by written notice given to the Convenor

b. shall cease to be a Constituent Group of the APGF if its annual fee remains unpaid past 31 December

c. may be terminated by decision of the Council if it has brought the APGF into disrepute or has acted contrary to the interests of the APGF

d. has a right of appeal against termination to a General Meeting

7.6.  Rejection of Applications

a. An applicant who is refused admission by the APGF, may by notice in writing to the Convenor, appeal to a General Meeting for the purpose of determining that application for membership

b. The Councillors shall convene such a General Meeting within three months or such later period as may be prescribed by the Corporations Act following the date of receipt by the Convenor of notice of intention to appeal

7.7.  Limited Liability of Members and Constituent Groups

The liability of the Members and Constituent Groups is limited.

7.8.  Contribution by Members and Constituent Groups

a. Every Member and Constituent Group of the APGF undertakes to contribute to the property of the APGF

b. In the event of the APGF being wound up, payment of the debts and liabilities of the APGF, including the costs, charges, and expenses of winding up and for the adjustments of the rights of the contributories among themselves, shall not exceed $2

 

8.  CONDITIONS OF MEMBERSHIP AND CONSTITUENT GROUPS

8.1.  Constitution Bound

Each Member and Constituent Group shall be bound by this Constitution.

8.2.  Suspension

If a Member or Constituent Group ceases to fulfil eligibility requirements, the Council may suspend participation in the APGF until the Council determines that the body once again satisfies the eligibility requirements.

8.3.  Bankruptcy

Any Constituent Group who becomes bankrupt, insolvent or executes an assignment of property for the benefit of creditors and any Constituent Group being a corporation which goes into voluntary administration, compulsory or voluntary liquidation, other than for the purpose of reconstruction shall, by virtue of that bankruptcy, insolvency, execution of assignment, administration, or liquidation cease to be a Constituent Group of the APGF unless it can satisfy the Council that no discreditable conduct by the Constituent Group has occurred.

8.4.  Complaints

a. Any complaint that a Constituent Group or a Member has been convicted of a criminal offence and/or has acted or behaved in a manner prejudicial to the APGF (including in its role as a Global Greens Federation) or in breach of the objects, purposes and standards of the APGF shall be referred to the Convenors who shall immediately refer the complaint to the Council

b. The Council will convene a Conciliation Panel to assist in settling disputes.  This Panel’s operations are set out in the Bylaws

c. The Council has the responsibility to investigate complaints

d. The Council can suspend the Constituent Group in particular circumstances whilst an investigation is carried out, but also subject to a right of appeal to the General Meeting


9.  GENERAL MEETINGS

9.1.  Purpose of General Meetings

a. The purpose of General Meetings is to enable Members to consider and discuss the operations of the APGF, to make decisions as they affect the direction of the APGF, and to consider other matters as required of General Meetings by this Constitution and the Corporations Act.

b. The business of the General Meeting shall be to receive the audited accounts, conduct elections as necessary, approve the budget and any other business as notified. If the auditor and the Treasurer are present, the facilitator must allow a reasonable opportunity for the Members to ask the auditor or the Treasurer questions relevant to the audit

9.2.  Timing of and Notice of General Meetings

a. A General Meeting of the APGF is to be held at least once each year, with one meeting to be held within 5 months of the end of the financial year

b. Members can participate in a General Meeting in person, by telephone, electronic or other internet based form of audio or visual communication

c. General Meetings may formally be spread over a period of time to allow for decisions to be taken and recorded online

d. Subject to the provisions of the Corporations Act relating to agreements for shorter notice, a minimum of 14 days’ notice (exclusive of the day on which the notice is served or deemed to be served, and exclusive of the day for which notice is given) shall be given to Members

9.3.  Contents of Notice

A notice of a General Meeting must be drafted in a manner that permits all Members and Constituent Groups to clearly understand the issues to be considered at the meeting and must:

a. set out the place, date, time and manner of the meeting (and, if the meeting is to be held other than in person, the technology that will be used to facilitate this);

b. subject to the Corporations Act, state the general nature of the business of the meeting;

c. if a special resolution is to be proposed at the meeting, set out the intention to propose the special resolution and state the resolution;

d. contain a statement that a Member has a right to appoint a proxy as specified in clause 10.6; and

e. set out or include any additional information or documents specified by the Corporations Act.

9.4.  Failure to Receive Notice

The accidental non-receipt of notice of a meeting by any person entitled to receive notice thereof shall not invalidate any resolution or proceedings of any meeting.  

9.5 Notices

A Notice can be sent by email to the address notified by the Constituent Group for that purpose.


10.  PROCEEDINGS AT GENERAL MEETINGS

10.1.  Quorum

No business shall be transacted at any General Meeting unless a quorum of Members participate. Two-thirds of total Members of APGF eligible to vote at the meeting and participating as in 9.2(b) shall constitute a quorum.

10.2.  If Quorum Absent

If the meeting is convened upon the requisition of Members and a quorum is absent, the meeting shall be dissolved. In any other case the meeting shall stand adjourned to such other time and place as the facilitator of the meeting may determine.

10.3.  Facilitator

A Facilitator shall be appointed for every General Meeting of the APGF. The Facilitator of a General Meeting must allow a reasonable opportunity for Members at the meeting to ask questions about or make comments on the management of the APGF.

10.4.  Adjournment of Meeting

a. The Facilitator can adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place

b. When a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting

10.5.  Determination of Votes

a. Subject to this Constitution, all questions arising at any meeting of Members shall be decided primarily by consensus

b. If a serious attempt to reach consensus fails, a question shall only be put to a vote with the agreement of a two-thirds majority of Members at the meeting

c. Questions put to a vote shall be decided by a majority of two-thirds of the votes cast by Members and for all purposes be deemed a determination of the APGF

d. Meetings may formally be spread over a period of time to allow for decisions to be taken and recorded online

10.6.  Voting

A Member may exercise one vote in person or by proxy.  


11.  CONGRESS

11.1.  APGF Congress

a. The APGF Congress is a meeting of all Constituent Groups

b. Congress is convened by the APGF Council at least once every five years, save for exceptional circumstances

c. The functions of the Congress are:

i. to adopt resolutions on any political, policy, administrative or other matter which it considers relevant, subject to the Bylaws

ii. to act as an information exchange, networking opportunity, and a vehicle for any other APGF capacity building activities

d. The composition of delegations, voting rights, decision-making and other matters are set out in the Bylaws

11.2.  Global Greens Congress

a. The APGF will encourage Constituent Groups to participate actively in the Global Greens Congress

b. The Council will facilitate the payment of Global Greens fees by Constituent Groups and take such other actions as are necessary to enable them to participate in the Global Greens Congress


12.  COUNCIL

12.1.  Council

a. The APGF is committed to promoting Gender Balance

b. The Council will be comprised of the following:

i. One Councillor from each country which has a Green Party accepted as a constituent group under 7.1

ii. Two women appointed by the APGF Women’s Network in the event that the percentage of women on the Council nominated under 12b(i) is below 40%.  The process through which the Women’s Network makes these appointments will be set out in the Bylaws.

iii. An additional Councillor resident in Australia in order to comply with the requirements of the Corporations Act.

iv. The Office Bearers.

c. A Member may not be a Councillor

12.2.  Termination of Councillors and Officers

The term of office for a Councillor shall cease on:

a. Notice in writing by the Green Party or Parties given to the Convenor

b. Notice in writing by a Councillor of their retirement from the office being given to the Convenor

c. Removal from office by an ordinary resolution of Members at a General Meeting

d. Failure to attend the number of consecutive Council meetings as prescribed by the Bylaws

e. Disqualification under the Corporations Act

f. the date of the first General Meeting held after 30 June each year.

12.3.  Vacancy

In the event that an Office Bearer position or Councillor appointed by the General Meeting becomes vacant, the Council will appoint a replacement to serve until the next General Meeting.

12.4.  Temporary Alternate Councillors

In the event that a Councillor appointed by a Green Party or Parties is unable to attend any meeting of the Council, the relevant Green Party or Parties may appoint a representative as a temporary alternate for that Councillor who shall participate in that Councillor’s place for the period specified by the Green Party or Parties.  Such appointments only take effect upon notification being received in writing by the Convenor.


13.  POWERS AND DUTIES OF COUNCILLORS

13.1.  Functions of the Council

The control, management and conduct of the affairs of the APGF, subject to the provisions of this Constitution, shall be vested in the Council which may exercise all the powers of the APGF and may, without affecting the generality of the foregoing:

a. adopt and administer the Bylaws

b. undertake a periodic review to ensure that Constituent Groups meet the criteria for their category set out in the Bylaws

c. contribute money to the Global Greens and collect or manage money on behalf of the Global Greens

d. borrow money on behalf of the APGF either with or without security and if with security may give security by mortgage, charge or lien over all or any part of the property of the APGF

e. invest money of the APGF and from time to time vary those investments

f. appoint any staff, appoint or engage any professional or other assistance or service required by the APGF in the carrying out of its activities and pay reasonable remuneration and fees

g. open any banking account and operate the same

h. pay all expenses in setting up and registering the APGF

i. exercise all such other powers of the APGF as are not, by the Corporations Act or by this Constitution, required to be exercised by the APGF in General Meeting

13.2.  Bills of Exchange

All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for money paid to the APGF shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be as the Council from time to time determines.


14.  PROCEEDINGS OF THE COUNCIL

14.1.  Meeting of Councillors

a. The Council may meet together for the management of business, adjourn and otherwise regulate its meetings as the Councillors think fit. The Convenor shall on the requisition of a Councillor summon a meeting of the Council at any time

b. Quorum for a Council meeting is two-thirds of Councillors

c. Meetings of the Council may be held in person, over the internet or by means of electronic or telephonic conference calls

d. Meetings may formally be spread over a period of time to allow for decisions to be taken and recorded online

e. At least six meetings of the Council will be held in each Financial year

14.2.  Voting

a. Subject to this Constitution, questions arising at any meeting of the Council shall be decided primarily by consensus

b. If consensus is not achieved, questions put to a vote shall be decided by a majority of two-thirds of the votes cast by Councillors participating either in person or by proxy or an alternate appointed in accordance with clause 12.4 and shall for all purposes be deemed a determination of the Council of the APGF

14.3.  Power to Co-opt

The Council may co-opt people with specific expertise or knowledge and appoint advisers and observers as it considers necessary. Such co-opted persons may not vote or block consensus.

14.4.  Facilitator at Meetings of Council

A Facilitator shall be appointed by the Council for each meeting.

14.5.  Validity of actions and resolutions

All acts done by any meeting of the Council or by any person acting as a Councillor, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Councillor or person acting as aforesaid, or that they or any of them were disqualified, shall be as valid as if every such person had been duly appointed and was qualified to be a Councillor. 


15.  MINUTES

The Council shall record and keep minutes of all appointments of office bearers, other officers, names of Members and Councillors participating at meetings of the APGF and of all resolutions and proceedings of General Meetings of the APGF and of the Council and shall cause such minutes to be signed by the Facilitator of the meeting within a reasonable time after the meeting or by the Facilitator of the next meeting. 


16.  OFFICE BEARERS AND THE MANAGEMENT AND COORDINATION COMMITTEE

16.1.  Convenor

a. Is elected at a General Meeting

b. If the Convenor position becomes vacant between General Meetings, then the Council can appoint a replacement

c. The Convenor is responsible for coordinating the work of the MAC Committee and the Council

d. The Convenor may be a single individual or two Individuals of which there is Gender Balance

e. The Convenor’s role and responsibilities are defined in the Bylaws.

16.2.  Treasurer

a. The Council will appoint a suitably qualified person as Treasurer from amongst the Council or by appointing an additional person to the Council for that purpose

b. The Treasurer’s role and responsibilities are defined in the Bylaws

16.3.  Management and Coordination Committee (MAC)

a. The Council will establish a MAC and other committees as needed

b. The MAC is comprised of members of the Council and is responsible to the Council

c. The MAC is responsible for implementing the decisions of the Council that relate to operational management and administration between Council meetings, and advising the Council on the work of the APGF

d. The role and composition of the MAC will be elaborated in the Bylaws

e. Decisions will be made by consensus of the Councillors on the MAC

16.4. Election of Office Bearers and Councillors

Elections will be held at a General Meeting each year for the Office Bearers and Councillor positions.

16.5.  Responsibilities of the Management and Coordination Committee (MAC)

a. The MAC is responsible for the operational management and administrative work of the APGF between meetings of the Council

b. The MAC is not a policy making body

c. The MAC role and responsibilities are elaborated in the Bylaws

16.6.  Decision-making by the Management and Coordination Committee (MAC)

a. The quorum for MAC meetings is three Councillors

b. Decisions will be made by consensus


17.  GLOBAL GREENS REPRESENTATIVES

17.1.  Appointment

a. The Congress will elect three full and three alternate representatives of the APGF to the Global Greens Coordination (GGC) as defined in the Bylaws

b. The Global Greens representatives of the APGF will have Gender Balance

c. The Lead and Alternate Representatives will be determined according to the Bylaws

d. If a position of a GGC representative becomes vacant, the Council may appoint a replacement

17.2.  Roles

a. The Lead Representative is responsible for coordinating the APGF’s GGC representatives

b. Specific roles and responsibilities of the GGC representatives are set out in the Bylaws


18.  COMPANY SECRETARY

The Company Secretary

a. Is not required to be a Member or Councillor of APGF

b. Shall be appointed by the Council

c. Shall cease to hold the office of Company Secretary when the Council determines.


19.  REGISTER OF MEMBERS

APGF shall keep a Register of Members in which is entered:

a. the names and contact information of the Members

b. the date on which the name of a Member was entered in the register

c. the date on which any Member ceased to be a Member


20.  SEAL

APGF shall not be required to have a common seal.


21.  ACCOUNTS

a. The Council shall maintain proper accounting and other records to be kept and shall distribute copies of every profit and loss account and balance sheet including every document required by law attached thereto prior to each meeting of Council and, accompanied by a copy of the auditor’s report thereon as required by the Corporations Act to all Councillors prior to the General Meeting held within 5 months of the end of the financial year.

b. The accounts of APGF shall be open to the inspection of Members and Green Parties upon request


22.  FINANCIAL YEAR

APGF’s financial year shall be the period 1 July to 30 June.


23.  AUDIT

a. An auditor’s report shall be undertaken of the financial records of the APGF for every financial year

b. The auditor’s report for the year shall be submitted to the Council within four months of the end of the financial year being reviewed


24.  WINDING-UP

24.1.  Dissolution

a. The Council or a minimum of two-thirds of the Members of the APGF may propose that the APGF be dissolved

b. The General Meeting must consider this proposal and may decide to dissolve the APGF

c. If it is impractical for the General Meeting to be convened in a timely manner, the Council in consultation with the Members must consider this proposal and may decide to dissolve the APGF

d. A decision by the General Meeting or the Council to dissolve the APGF must be made by consensus

24.2. Dereliction of duties

a. Where the legal and/or fiduciary duties of the APGF can no longer be duly exercised, a proposal to dissolve the APGF shall be put to the Council by the MAC Committee or by any two Members

b. The decision by the Council to dissolve the APGF must be made by consensus

24.3. After dissolution is decided

As from the moment the decision is taken to dissolve the APGF, it is required to mention at all times that it is ‘in dissolution’.

24.5. Distribution of property

If, upon the winding-up or dissolution of the APGF, there 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 APGF, but shall be given or transferred to some other corporation or body which has objects similar to the objects of the APGF which prohibits 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 APGF under or by virtue of clause 4 of this Constitution.  Such corporation or body shall be determined by the Members of the APGF at or before the time of dissolution, and in default thereof by application to the Supreme Court of the Australian Capital Territory for determination.


25.  ALTERATIONS TO CONSTITUTION

This Constitution may be altered, rescinded or repealed by special resolution of a General Meeting of the APGF.


26.  DECISIONS ON THE MEANING OF CONSTITUTION

If any doubt arises as to the proper meaning of these provisions the decision of the Council shall be final and conclusive and its decision shall be recorded in the Minutes of the proceedings of the Council unless and until a further decision by Members in General Meeting.


27.  BYLAWS

a. The Council may make Bylaws as they may deem appropriate for the proper conduct, control and management of the APGF

b. The Members in General Meeting may amend the Bylaws

AttachmentSize
PDF icon APGF Constitution (2015).pdf369.77 KB