The Constitution of the Cretan Federation of Australia and New Zealand
OF AUSTRALIA AND NEW ZEALAND
Mr. CONSTANTINE KAMBOURAKIS Mnia. Ftia.
Mr. EMMANUEL MOUNTAKIS Be. GradIE. AUST.
Mr.MICHAEL HOUDALAKIS BSc.
Mr.ANTONIS TSOURDALAKIS BBus. & BHrm.
ARTICLE 1 PRELIMINARY PART
a) In this constitution, unless there is something in the subject or context inconsistent therewith:- “Articles” means the Articles of this Constitution and all supplementary substituted or amended Articles for the time being in force;
“Committee” means the Board of Directors of the company and shall hereby be referred to in this Constitution as the National Executive Committee of the Federation;
“Conference” means the Annual General Meeting of the Federation;
“Constitution” means the Constitution of the Federation for the time being in force; “Extraordinary Meeting” means all meetings of the members that are not Conferences; “Federation” means the Company named: -The Cretan Federation of Australia and New Zealand Limited by Guarantee whatever its name may be from time to time;
“Founding Member” means Member Organisations which are members of the Federation at the time of incorporation;
“Law” means the Corporations Law and any statutory amendment, modification or enactment thereof for the time being in force;
“Member” means Member Organisation of the Federation;
“Officer” means a member of the National Executive Committee;
“Pancretan” means representing all of Crete;
“Seal” means the Common Seal of the Federation;
“Secretary” means any person appointed to perform the duties of a Secretary of the Federation and includes and Honorary Secretary;
“Special Resolution” means a resolution passed with a majority of seventy-five (75) percent of the members present and voting;
“State” means all of the States and Territories of the Commonwealth of Australia and for the purposes of this Constitution, the whole of New Zealand is regarded as one State;
“Treasurer” means any person appointed to perform the duties of a Treasurer of the Federation and includes an Honorary Treasurer.
b) A reference to a function includes a reference to a power, authority and duty, and, a reference to the exercise of a function includes, if the function is a duty, a reference to the performance of the duty;
c) Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography, facsimile, photocopying, electronic mail and any other modes of representing or reproducing words in the visible form;
d) Words importing the singular number include the plural number and vice versa and words importing the masculine gender include the feminine gender and neuter gender and words importing persons include corporations.
e) Words or expressions contained in this Constitution shall be interpreted in accordance with Division 10 of Part 1.2 of the Law as in force at the date at which this Constitution became binding on the Federation.
PART ii) SPECIFIC INSTRUCTIONS
a) The Federation is established for the purposes set out in Article 4 of this Constitution.
b) The Federation shall not employ its funds in the provision of loans to members or other forms of financial assistance where such employment is in contravention of Section 205 of the Law.
ARTICLE 2 NAMING
The name of the company is THE CRETAN FEDERATION OF AUSTRALIA AND NEW ZEALAND LIMITED BY GUARANTEE and shall hereby be referred to in this Constitution as the Federation.
ARTICLE 3 FOUNDATION
The Cretan Federation of Australia and New Zealand (CFANZ) is a non-profit, non-politically aligned or motivated, community based organisation which was first formed in Australia, on the 13th of April, 1980.
ARTICLE 4 OBJECTIVES
The objectives for which the Federation has been established are:-
a) The further tightening of relations between the Member Organisations of the Federation in Australia and New Zealand.
b) To assist the founding and maintenance of efforts that ensure the survival and prospering of the specific Cretan culture and customs in Australia and New Zealand.
c) The commitment to solving the general problems of the Cretan communities of Australia and New Zealand in relation to the Australian, New Zealand and Greek authorities.
d) The promotion of Crete and Cretan people, in the wider Australian and New Zealand communities, in conjunction with the Member Organisations.
e) To undertake the role of arbitrator between Member Organisations in dispute with one another, when the dispute is deemed detrimental to the Federation by the National Executive Committee. The Member Organisations recognise the arbitratory authority of the Federation.
f) The commitment to seeking unification of Member Organisations of the same state, into one unified state organisation.
g) The cultivation of efforts uniting the Cretans of the world, outside of Greece, into a world-wide Confederation titled the World Council of Cretans
h) The absolute co-operation (to the extent Where there is no undue influence or interference with the administration of the Federation) with the Greek Orthodox Archdiocese of Australia, the Greek Orthodox Metropolis of New Zealand, the legitimate Governments of Greece, Australia and New Zealand, their respective Ministries, Departments, State and Municipal authorities, Embassies and Consulate offices, the Council for Greeks Abroad, as well as all other national Hellenic federations or organisations in Australia and New Zealand.
i) The annual coordination of the Commemoration of the Battle of Crete on an Australian and New Zealand wide scale.
j) The invitation of musical/dancing and/or other cultural groups or individuals from overseas and/or the engagement of local musical/dancing and/or other cultural groups or individuals for the recreation of Cretans in Australia and New Zealand :
k) To participate in efforts that benefit the Greater Hellenic Community in domestic and international affairs.
l) To assist the founding and maintenance in Australia and New Zealand of efforts that uphold the Hellenic Ideals and Language and accept the equal responsibility for this, together with all other Hellenic organisations.
m) To assist in the founding and maintenance of any future Cretan organisations in the Asian region which may desire to unite under the Federation’s umbrella.
n) To subscribe to become a member of and co-operate with any other association or organisation, whether incorporated or not, whose objectives are altogether or in part similar to those of the Federation provided that the Federation shall not subscribe to or support with its funds any association or organisation which does not prohibit the distribution of its income and property among its members to an extent at least as great as that imposed on the Federation under or by virtue of Article 5 of this Constitution.
o) In furtherance of the objectives of the Federation to buy, sell and deal in all kinds of apparatus, literature and other items required by the Member Organisations of the Federation or persons frequenting the Federation’s premises.
p) To purchase, take on lease or in exchange, hire and otherwise acquire any lands, buildings, easements or property, real and personal and any rights or privileges which may be requisite for the purposes of, or capable of being conveniently used in connection with, any of the objectives of the Federation provided that in case the Federation shall take or hold any property which may be subject to any trusts the Federation shall only deal with the same in such manner as is allowed by law having regard to such trusts.
q) To enter into any arrangements with any legitimate Government or authority, supreme, municipal, local or otherwise that may seem conducive to the Federation’s objectives or any of them; and to obtain from any such Government or authority any rights, privileges and concessions which the Federation thinks it desirable to obtain; and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions.
r) To appoint, employ, remove or suspend such managers, clerks, secretaries, servants, workmen and other persons as may be necessary or convenient for the purposes of the Federation.
s) To construct, improve, maintain, develop, work, manage, carry out, alter or control any houses, buildings, grounds, works, or conveniences which may seem calculated directly or indirectly to advance the Federation’s interest, and to contribute to, subsidise ‘or otherwise assist and take part in the construction, improvement, maintenance, development, working, carrying out, alteration or control thereof
t) To invest and deal with the money of the Federation not immediately required in such manner as may be permitted by law for the investment of trust funds.
u) To borrow or raise or secure the payment of money in such manner as’ the Federation may think fit and to secure the same or the repayment of performance of any debt liability contract guarantee or other engagement incurred or to be entered into by the Federation in any way and in particular by the issue of debentures perpetual or otherwise charged upon all or any of the Federations property (both present and future), and to purchase, redeem or payoff any such securities.
v) To make, draw, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading and other negotiable or transferable instruments.
w) In furtherance of the objectives of the Federation to sell, improve, manage, develop, exchange, lease, dispose of, turn to account or otherwise deal with all or any part of the property and rights of the Federation.
x) To take or hold mortgages, liens and charges to secure payment of the purchase price or any unpaid balance of the purchase price, of any part of the Federation’s property of whatsoever kind sold by the Federation, or any money due to the Federation from purchasers and others.
y) To take any gift of property whether subject to any special trust or not, for anyone or more of the objectives of the Federation but subject always to the proviso in Paragraph (p) of this Article 4.
z) To take such steps by personal or written appeals, public meetings or otherwise, as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Federation, in the shape of donations, annual subscriptions or otherwise.
aa) To print and publish any newspapers, periodicals, books or leaflets that the Federation may think desirable for the promotion of its objectives.
ab) To organise excursions, dances, trips, lectures, performances, forums, presentations, exhibitions or any other cultural or social event that may be deemed necessary to further the objectives of the Federation.
ac) To endeavour to establish an independent Treasury thereby not burdening the Member Organisations apart from their Annual Subscription.
ad) The Federation in no way whatsoever, is permitted to amalgamate, unite formerly or be absorbed by any other organisation incorporated or not unless otherwise decided by a majority vote of the member organisations.
ae) To make donations for patriotic or charitable purposes.
af) To do all such other things as are incidental or conducive to the attainment of the objectives and the exercise of the powers of the Federation. Without limiting the generality of the foregoing the Federation has the powers set out in the Law.
ARTICLE 5 NON-PROFITABILITY
a) The assets, income and property of the Federation whencesoever derived, shall be applied solely in furtherance of the objectives of the Federation as set forth in this Constitution; and no portion thereof shall be paid, transferred or distributed directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit, to the Member Organisations of the Federation, except as bona fide compensation for services rendered or expenses incurred on behalf of the Federation.
ARTICLE 6 MEMBER ORGANISATION LIABILITY
a) The liability of the Member Organisations is limited.
b) Every Member Organisation of the Federation undertakes to contribute to the property of the Federation in the event of the same being wound up while they are a Member Organisation, or within one (1) year after they cease to be a Member Organisation, for payment of the debts and liabilities of the Federation contracted before they cease to be a member Organisation, and of the costs, charges, and expenses of winding up such an amount as may be required not exceeding AU$1.00.
ARTICLE 7 MEMBERSHIP
PART i) MEMBERSHIP QUALIFICATION
An organisation is qualified to be a member of the Federation if, but only if:
a) The organisation is an incorporated Cretan association under the statutory incorporation rules and regulations of its home State;
b) The organisation’s aims and objectives are consistent with those of the Federation and its members;
c) The organisation’s activities show beyond doubt that it co-operates with other Cretan organisations in its State;
d) The organisation is not a profit-generating entity.
PART ii) MEMBERSHIP
a) The Founding Members and such other organisations that the Federation shall admit to membership in accordance with this Article shall be members of the Federation.
b) The number of members with which the Federation proposes to be incorporated is fifteen (15) but the Federation may from time to time register an increase of members.
PART iii) APPLICATIONS FOR MEMBERSHIP
a) Every applicant for membership of the Federation shall be proposed by one and seconded by another current financial member of the Federation. The application for membership shall be in writing, signed by the President of the applicant organisation, their proposer and seconder and shall be in such form as the Committee from time to time prescribes. All applications shall be accompanied by a certified copy of the applicants Incorporation Certificate or equivalent, and a copy of the organisation’s current Constitution.
b) The signature of the proposer and seconder must be that of the President of the member which proposes and seconds the applicant organisation.
d) At the next meeting of the Committee after the receipt of any application for membership, such application shall be discussed by the Committee, who shall thereupon acknowledge in writing within seven (7) days of the meeting, that the said application has been received. The Committee shall also within seven (7) days of the meeting, inform in writing, all the current members that an application for membership has been received and that they are required to vote for acceptance or rejection.
e) All members are required to respond in writing, within thirty (30) days of the date on the notification letter, to the aforementioned application with their acceptance or rejection. In no case shall members be required to give any reason for the rejection of an applicant.
f) At the next meeting of the Committee, after the receipt of the last member’s response, a tally of the members’ responses shall be made to determine whether an application is accepted or rejected. Acceptance or rejection shall be determined by a simple majority. In cases where there is an equality of negative and. positive responses~ the Committee shall have the casting vote. The Secretary must inform all the members within seven (7) days of the outcome.
g) Acceptance is only provisional and must be ratified by the members at the next Conference of the Federation, by the passing of a special resolution that must appear on the Conference’s agenda.
h) The Committee must inform, in writing, applicants obtaining provisional membership within seven (7) days of acceptance. This letter of provisional acceptance shall be accompanied by the Federation’s current Constitution. Provisional members are members in name only and do not enjoy any of the rights or privileges nor do they have any of the obligations or liabilities of current members as set out in this Constitution. As such they are not required to forward any monies until such time as their membership is ratified.
i) Applicants which are rejected must be informed by the Committee, in writing, within seven (7) days of the decision being made. The Committee must give the reasons for rejection.
j) Applicants may appeal against a decision to reject by requesting a hearing at the next Conference of the Federation. This request must be made in writing and must be received by the Committee within fourteen (14) days of the notification of rejection. This notice to appeal must appear on the Conference’s agenda.
k) At the Conference, after hearing or reading the appeal of the applicant, the members present will vote on acceptance or rejection.
l) If the decision to reject the applicant is overturned, the members may pass a special resolution to accept the applicant. If the rejection is upheld, there will be no further avenue for appeal against the decision and the applicant, if present, must leave the Conference immediately.
m) The right to veto applications for membership is given to current financial members of the Federation which reside in the same State as the applicant Organisation. This right of veto is not transferable and only applies to matters regarding acceptance or rejection of applications and no other.
n) The right of veto can only be exercised by members present at the Federation’s Conferences.
o) There is no avenue for appeal against the exercising of the power of veto.
p) When an applicant’s membership is ratified under these rules, it is required to forward the entrance fee within two (2) calendar months of the date of ratification in order for the membership to be confirmed.
q) Confirmation of an applicant’s acceptance into the Federation is made upon receipt of the entrance fee.
r) The applicant’s entrance fee will be calculated on the day of ratification and will be announced by the Treasurer on the day of the Conference that this ratification takes place.
s) If the entrance fee is not paid by the time specified in Paragraph (P), of this Part (iii), the Committee may in its discretion cancel the admission of the applicant for membership in the Federation.
PART iv) CESSATION OF MEMBERSHIP
An organisation ceases to be a member of the Federation if it: ¬
1) Resigns its membership; or
2) Does not pay its entrance fee; or
3) Does not pay its membership fees for two (2) consecutive years; or
4) Is expelled from the Federation.
PART v) MEMBERSHIP ENTITLEMENTS NOT TRANSFERABLE
A right, privilege or obligation which an organisation has by reason of being a member of the Federation is not transferred or transmitted in any way to another organisation and, terminates on cessation of the organisation’s membership.
PART vi) RESIGNATION OF MEMBERSHIP
a) A member of the Federation is not entitled to resign that membership except in accordance with this Article.
b) A member of the Federation may at any time resign from membership in the Federation by giving notice in writing of at least one (1) calendar month to the Committee of the members intention to resign. On expiration of the period of notice, the member ceases to be a member.
c) The resigning member shall continue to be liable for any annual membership fee and all other arrears due and unpaid at the date of resignation and for all other monies due by it to the Federation and in addition for any sum not exceeding AUS$1.00 for which it is liable as a member of the Federation under and by virtue of Article 6 of this Constitution.
d) If a member of the Federation ceases to be a member under
Part (vi) of this Article 7, and in every other case where a member ceases to hold membership, the Secretary must make an appropriate entry in the Register of Members recording the date on which the member ceased to be a member.
PART vii) REGISTER OF MEMBERS
a) The Secretary of the Federation must establish and maintain a Register of Members of the Federation specifying the names and addresses of each organisation that is a member of the Federation with the date on which the organisation became a member.
b) This Register of Members must also contain the names, addresses, telephone and facsimile numbers and email and internet addresses if applicable, of all the Office bearers and representatives of each member.
c) The Register of Members must be kept with the Secretary of the Federation and must be open for inspection, free of charge, by any member of the Federation at any reasonable time.
d) The Secretary will reproduce this Register of Members and distribute the most current copy to all the members after every amendment.
PART viii) FEES AND SUBSCRIPTIONS
a) A member of the Federation must, on admission to membership, pay to the Federation within two (2) calendar months of the date of ratification, an entrance fee.
b) The entrance fee is calculated by dividing the balance of the Federation’s accounts, not including trust accounts, minus any outstanding bills, This amount will be the entrance fee.
c) All Members must pay the nominated fee agreed upon at each and every Conference. The Federation from time to time at its Conferences may prescribe different amounts.
d) All annual membership fees shall become due and payable in advance on the first (1st) day of December of every year.
e) Only in times of severe financial hardship and at the discretion of the Committee can a member be exempt from its payment of the annual membership fee.
f) There are no exemptions to the payment of the entrance fee.
g) Requests for exemptions of the annual membership fee must be made in writing, stating the exact nature of the financial hardship, no later than two (2) months prior to the due date.
h) Exemptions will only be granted for one year at a time Members requiring continuing exemption from the annual membership fee must re-apply in writing, no later than two (2) calendar months prior to the due date in every subsequent year an exemption is applied for.
i) All members obtaining an exemption from their annual membership fee are liable for payment of these fees when they are financially sound. This financial soundness will be determined by the Committee at its discretion and can take place at any time during the year.
j) If the annual membership fee shall remain unpaid for a period of two (2) calendar months after it becomes due then the member may, after written notice of default shall have been sent to it by the Secretary or Treasurer, be debarred by resolution of the Committee from all privileges of membership.
k) The Committee may reinstate the member and restore all of its privileges on payment of all arrears.
l) If any member defaults payment of its annual membership fee for two (2) consecutive years it will automatically be expelled from the Federation.
m) Re-instatement of a member expelled under paragraph (l), of this Part (viii), can only take place after all outstanding annual membership fees are paid, and is subject to the roles of Part (iii) of this Article 7.
PART ix) MEMBER’S LIABILITIES
The liability of a member of the Federation to contribute towards the payment of the debts and-liabilities of the Federation or the costs, charges and expenses of the winding up of the Federation is denoted explicitly in Article 6 of this Constitution.
PART x) EXPULSION OF MEMBERS
a) If any member shall wilfully refuse or neglect to comply with a provision or provisions of this Constitution or is guilty of any conduct which in the opinion of the Committee is unbecoming of a member, detrimental or prejudicial to the interests of the Federation, the Committee shall have the power to expel the member from the Federation and erase its name from the Register of Members.
b) The Committee will give the member in question, written notice at least twenty-one (21) days before the meeting of the Committee at which a resolution for its expulsion is passed. This notice will contain the date, time and place of the meeting, what is alleged against the member and the intended resolution for its expulsion. At this meeting, no other business is to be discussed.
c) The member facing expulsion will have the opportunity of giving orally or in writing any explanation or defence it may think fit at the meeting of the Committee where the resolution for expulsion is to be considered.
d) Members may elect to have the question of their expulsion dealt with by the Federation at an Extraordinary Meeting.
e) Requests in writing, from members having the question of their expulsion moved to an Extraordinary meeting, must be lodged with the Secretary at least twenty-four (24) hours before the time for the meeting at which the resolution for its expulsion is to be considered by the Committee. This Extraordinary Meeting must be convened by the Committee within three (3) months after receipt of the request.
f) If at a meeting, be it a Committee meeting or an Extraordinary meeting, a resolution for the expulsion of the member be passed by a simple majority of those members present and voting, the member shall be expelled and its name removed from the Register of Members.
g) Members expelled under Part (x) of this Article 7, may apply for membership in the Federation after a period of two (2)years and are subject to the rules set out in Part (iii) of this Article 7.
PART xi) RESOLUTION OF DISPUTES
a) Disputes between members (in their capacity as members) of the Federation are to be dealt with by the Committee.
b) The Committee must consider representations from all the parties in dispute and rule upon the information given in a fair and just manner.
c) The decision of the Committee may be appealed against at the next Conference of the Federation where the dissatisfied member must after presenting its reasons propose a motion to overturn the decision of the Committee. The decision of the members at the Conference is final and binding on all parties.
d) Disputes between members (in their capacity as members) and the Committee must be referred to the next Conference of the Federation where the Committee, and the members in dispute with the Committee, may make their respective representations. Upon completion of these representations, the members present will vote on a resolution that will resolve the dispute. The decision of the members at the Conference is final and binding on all parties.
PART xii) DISCIPLINING OF MEMBERS
a) A complaint may be made by any member of the Federation that some other member of the Federation has persistently refused or neglected to comply with a provision or provisions of this Constitution or has persistently and wilfully acted in a manner detrimental and prejudicial to the interests of the Federation.
b) On receiving such a complaint, the Committee must cause notice of the complaint to be served on the member concerned and must give the member at least fourteen (14) days from the date of the notice served within which to make submissions in person or in writing, to the Committee in connection with the complaint.
c) If the member that the complaint is made against continues to act in the manner described in Paragraph (a), of this Part (xii), the Committee may move to expel the member under the powers given to it by Part (x) of this Article 7.
ARTICLE 8 PARTICIPATION (REPRESENTATION)
a) Each member shall participate in the Federation with six (6) representatives.
b) In cases where there is more than one member from a state, the entire state will be represented up to (6) representatives and the number of representatives of each member will be shared equally amongst them.
c) Each member of the Federation is obliged to declare their representatives by the first (1st) day of December of every year.
d) Each member of the Federation is obliged to inform the Federation Committee two ( 2 ) weeks prior to the AGM of any changes to its representatives.
e) The representatives of the members will be elected by the Executive Committees of their organisation for a period of one ( 1 ) calendar year
f) Every member has the right to appoint representatives to the Federation, financial individual members who are not part of the Executive Committee of their organisation.
ARTICLE 9 NATIONAL EXECUTIVE COMMITTEE
PART i) THE ADMINISTRATION (PRESIDENCY)
a) The Administration of the Federation shall alternate between all the states.
b) All states are eligible to apply for the Administration of the Federation. Applications for the Administration must be made, and only made, in person by a member’s representative at the Federation’s Conferences that terminate the previous Administration.
c) States applying for the Administration must be able to prove to all the members that they are capable of managing the affairs of the Federation to a high standard.
d) The Administration is passed from one state to another by way of vote at the Federation’s Conferences. A simple majority of votes by all the members present at the Conference is required to award the Administration to a state.
e) The Administration of the Federation is awarded for a period of three ( 3 ) years.
f) member organisation (State) wanting to administer the Federation must request this in writing 28 days prior to the AGM in-order for to be included on the Agenda so that it can be discussed and voted on at the AGM.
g) The Executive (State) administering the Federation can administer the Federation for a maximum of two three year terms.
PART ii) THE COMMITTEE
a) The Committee is to be called the National Executive Committee of the Federation and subject to the Law, this Constitution and to any resolution passed at a Conference, is to control and manage the affairs of the Federation.
b) The Committee promotes exclusively the objectives of the Federation as specified in the Memorandum of Association and shall not interfere with the internal administration of the members.
c) The Committee may exercise all such functions as may be exercised by the Federation, other than those functions that are required by this Constitution to be exercised by a Conference of the members of the Federation.
d) The Committee has the power to perform all such acts and do all such things as appear to the Committee to be necessary or desirable for the proper management of the affairs of the Federation.
e ) The National Executive Committee shall consist of up to 14 officers. These being a President, a Secretary and a Treasurer from the same member organisation (State) administrating the Federation. The remaining positions be filled by all member organisations with a maximum of one position per member organisation. One position to be a non-voting member appointed by the member organisation administrating the Federation from Greece as the Greek Liaison officer.
The Executive (State) administrating the Federation can run for a maximum of two three year terms.
The Vice President to be elected by the National board at their first meeting.
f) The. Officers of the Committee must be of Cretan origin, descent and or by marriage
g) The Federation may from time to time by ordinary resolution passed at a Conference increase the number of Officers of the Committee.
h) Every new Committee, once appointed, must inform all the members of the Federation of the Officer’s names, addresses, telephone and facsimile numbers and email and internet addresses if applicable, within seven (7)days of the their appointment.
i) Every new Committee, once appointed, must inform all of the members of the Federation and any other interested parties, institutions or organisations, in writing within seven (7) days, of the new official mailing address of the Federation.
j) The Committee does not have the power to borrow money and to mortgage or charge the Federation’s property, or any part thereof: nor to issue debentures and other securities whether outright or as security for any debt liability or obligation of the Federation, without these matters being discussed and voted upon by the members at Conferences or Extraordinary Meetings.
k) All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for money paid to the Federation, shall be signed, drawn and accepted, endorsed or otherwise executed, as the case may be, by both the President and the Treasurer or in such other manner as the Committee from time to time determines.
PART iii) APPOINTMENT OF OFFICERS
a) Persons appointed to serve as Officers of the Committee of the Federation, must be chosen from amongst the financial individual members of Member Organisation(s) of the Federation, in the state where the Administration resides.
b) The manner in which persons are appointed as Officers of the Committee is left to the discretion of the Executive Committee(s) of the member(s) of the Federation in the state that has been awarded the Administration.
The appointment of Officers shall take place within seven (7) days prior to the Conference, so that all Officers are presented to the member organisations at the Conference.
c) A person appointed to be the President, Secretary or Treasurer of the Federation cannot be the President of the Executive Committee of his/her parent organisation
d) Persons appointed as Officers of the Committee serve for the entire period that their state possesses the Administration. At the Conference that terminates their state’s possession of the Administration, the Committee as a whole retires.
e) An Officer of the Committee may resign his/her position at any time provided he/she informs, in writing, both the Committee and his/her parent organisation of his/her intention to resign at least fourteen (14) days prior to resignation.
f ) The National Executive Committee shall appoint a Crete Liaison Officer as a non voting member of the National Committee.
PART iv) CASUAL VACANCIES
a) Members in the state in which the Administration resides, shall have the power at any time, and from time to time, to appoint a financial individual member of their organisation, who is not an Executive Committee member, to the Committee of the Federation, to fill a casual vacancy. A person so appointed shall hold office until the term of his/her state’s Administration expires.
b) The position of an Officer of the Committee shall become vacant if the Officer:
1) ceases to be a member of the Committee by virtue of the law;
2) becomes bankrupt or makes any arrangement or composition with his/her creditors generally;
3) becomes prohibited from being a Director of a Company by reason of any other made under the Law;
4) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health;
5) resigns his/her Office in the manner described in Part ( iii) of this Article 9;
6) for more than two (2) months is absent without permission of the Committee from meetings of the Committee held during that period;
7) holds any Office of profit under the Federation;
8) ceases to be a member of his/her parent organisation.
9) his/her parent organisation ceases to be a member of the Federation;
10) is removed from his/her Office in the manner prescribed in Part (v) of this Article 9;
11) is directly or indirectly interested in any contracted or proposed contract with the Federation provided, however, that an Officer shall not vacate his/her Office by reason of his/her being a member of any corporation, society or association which has entered or proposes to enter into a contract with the Federation if such corporation, society or association is among the class of companies, referred to in the proviso of Part v) of Article 11 in this Constitution and if he/she shall have declared that nature of his/her interest in the manner required by the law.
PART v) REMOVAL OF OFFICERS
a) If an Officer or Officers of the Committee, wilfully refuses or neglects to comply with a provision or provisions of this Constitution or is guilty of any conduct which in the opinion of his/her parent organisation(s) is unbecoming of an Officer of the Committee of the Federation, is detrimental or prejudicial to the interests of the Federation, the parent organisation shall have the power to remove that Officer or Officers from the Committee.
b) The Executive Committee(s) of the Officer or Officers’ parent organisation(s) will give the Officer or Officers in question, written notice at least thirty (30) days before the meeting of the Executive Committee(s) at which a resolution for their removal is passed. This notice will contain the date, time and place of the meeting, the reason for removal and the intended resolution for their removal. At this meeting, no other business is to be discussed.
c) The member(s) proposing the removal of an Officer or Officers, must also, in writing, give thirty (30) days notice to all the other members of the Federation, of the intended resolution to remove a certain Officer or Officers from the Committee of the Federation. This notice will contain the date, time and place of the meeting and must clearly state the reasons for this proposed resolution of removal.
d) The representatives of the members of the Federation so notified in Paragraph (c) of this Part (v ), must be given the opportunity to attend the meeting where the resolution to remove an Officer or Officers will take place but only as observers. These representatives may contribute to any discussion or debate on the proposed resolution to remove an Officer or Officers but have no vote on the matter nor any power to interfere in the official proceedings of this meeting.
e) The Officer or Officers facing removal will be given the opportunity of giving orally or in writing any explanation or defence they may think fit at the meeting of their parent organisation’s Executive Committee(s) where the resolution for removal is to be considered.
f) If at this meeting a resolution for the removal of an Officer or Officers is passed by a simple majority of those Executive Committee members present and voting, the Officer or Officers shall be removed from Office immediately and must be replaced within seven (7)days according to the rules under Part (iii) of this Article 9. There is no avenue of appeal for the removed Officer or Officers against this decision.
g) Members in state’s other than where the Administration resides, may request the removal of an Officer or Officers of the Committee, who they feel has persistently refused or neglected to comply with a provision or provisions of this Constitution. This motion and the reasons for it must be made in person by the member’s representatives at the Federation’s Conferences only. The Officer or Officers which the member or members are requesting the removal of, must be present and must be given the opportunity to answer any allegations made against him/her.
h) Upon hearing both sides of the matter, all members present will vote on the motion. If the motion to remove is passed by a simple majority, the Officer or Officers shall be removed from Office and from the Conference immediately. There is no avenue of appeal for the removed Officer or Officers against this decision. The vacant Office(s) must be filled immediately in the manner prescribed under Part (iii) of this Article 9.
i) If an Officer or Officers facing a motion of removal is not present at the Conference where the motion is proposed, without adequate reason as determined by the members present at the Conference, he/she may be removed in their absence if the motion to remove is passed.
PART vi) SECRETARY
a) The Secretary shall in accordance with the Law be appointed by his/her parent organisation in the manner prescribed in Part (iii) of this Article 9. The Secretary can only be removed in the manner prescribed in Part (v) of this Article 9.
b) The Secretary of the Federation must, within seven (7)days of his/her appointment notify all the members of his/her name, address, telephone and facsimile numbers, and e:mail and internet addresses if applicable.
c) It is the duty of the Secretary of the Federation to cause minutes to be made of:-
1) all appointments of Officers of the Committee;
2) names of Officers of the Committee present at all meetings of the Federation and of the Committee;
3) all proceedings at all meetings of the Committee.
PART vii) TREASURER
a) The Treasurer shall in accordance with the Law be appointed by his/her parent organisation in the manner prescribed in Part (iii) of this Article 9. The Treasurer can only be removed in the manner prescribed in Part (v) of this Article 9.
b) It is the duty of the Treasurer of the Federation to ensure that all money due to the Federation is collected and received and that all payments authorised by the Federation are made.
c) The Treasurer shall ensure that proper accounting and financial books are kept showing the financial affairs of the Federation, including full details of all receipts and expenditure connected with the activities of the Federation.
d) The Treasurer at every meeting of the Committee must present the balance of accounts held by the Federation along with all outstanding payments that must be made by the Federation.
e) The Treasurer shall distribute to all the members, copies of every profit and loss account and balance sheet (including every document required by law to be attached thereto) accompanied by a copy of the Auditor’s report thereon as required by the law provided, no later than twenty-one (21) days before each Conference of the Federation. The Committee shall then cause to be made out and. laid before the members at the Conference, a balance sheet and profit and loss account made up to date not more than one (1) calendar month before the date of the Conference.
PART viii) PROCEEDINGS OF MEETINGS AND QUORUM
a) The Committee of the Federation must meet at least 5 times in a calendar year at such place and time as the Committee may determine.
b) The Committee may meet together for the dispatch of business, adjourn and otherwise regulate its meetings as it thinks fit.
c) An Officer of the Committee may at any time and the Secretary shall on the requisition of an Officer of the Committee summon a meeting of the Committee.
d) Oral or written notice of a meeting of the Committee must be given by the Secretary to each Officer of the Committee at least 7 Days (or such other period as may be unanimously agreed on by the Officers of the Committee) before the time appointed for the holding of the meeting.
e) Subject to the Law, a quorum necessary for the transaction of business of the Committee shall be seven ( 7 ).
f) The continuing Officers of the Committee may act notwithstanding any vacancy in the Committee, as long as their number is not reduced below the number fixed by these rules as the necessary quorum of the Committee.
g) No business is to be transacted by the Committee unless a quorum is present and it: within half an hour of the time appointed for the meeting a quorum is not present, the meeting is to stand adjourned to the same place and at the same hour of the same day in the following week.
h) If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting is to be dissolved.
i) The President shall preside as Chairman at every meeting of the Committee, or if there is no President or if at any meeting he is not present within ten (10) minutes after the time appointed for holding the meeting, the Vice-President shall be Chairman. If the President or Vice-President are not present at the meeting or are unwilling to act, then the Officers may choose one of their number to be Chairman of the meeting.
j) Minutes of each and every meeting of the Committee of the Federation must be recorded by the Secretary or in his/her absence by another Officer chosen from those present at the meeting.
k) Each meeting of the Federation must be opened by the Chairman, who shall then instruct the Secretary to read the minutes of the previous meeting.
l) Such minutes shall be approved by all the Officers present at the meeting upon passing or amending of them.
m) All acts done by any meeting of the Committee or by any person acting as an Officer of the Committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such Officer of the Committee or person acting as foresaid or that the Officers of the Committee or any of them were disqualified, be as valid as if every such Officer had been appointed and was qualified to be an Officer of the Committee.
n) A resolution in writing signed by all the Officers of the Committee for the time being entitled to receive notice of a meeting of the Committee, shall be as valid and effectual as if it had been passed at a meeting of the Committee duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more Officers of the Committee.
PART ix) DELEGATION BY COMMITTEE TO SUB-COMMITTEE
a) The Committee may, by instrument in writing, delegate to one or more subcommittees (consisting of such representatives of the members as the Committee sees fit) the exercise of such of the functions of the Committee as are specified in the instrument, other than: 1) this power of delegation; 2) a function which is the duty imposed on the Committee by the Law.
b) A function the exercise of which has been delegated to a sub¬committee under this Article 9 may, while the delegation remains unrevoked, be exercised from time to time by the sub-committee in accordance with the terms of the delegation and to any subsequent regulations that may be imposed on it by the Committee.
c) Despite any delegation under this Article 9, the Committee may continue to exercise any function delegated.
d) A sub-committee may meet and adjourn as it thinks fit.
e) The Committee may, by instrument in writing, revoke wholly or in part any delegation under this article.
f) A sub-committee may elect a Chairman of its meetings; if no such Chairman is elected, or if at any meeting the Chairman is not present within ten (10) minutes after the time appointed for holding the meeting, the sub-committee members present may choose one of their number to be Chairman of the meeting.
g) Any act or thing done or suffered by a sub-committee acting in the exercise of a delegation under this Article 9, has the same force and effect as it would have if it had been done or suffered by the Committee.
PART x) DELEGATION BY COMMITTEE TO REPRESENTATIVES
a) The Committee, at its discretion, may appoint a person or persons to represent the Federation in circumstances where it is physically impossible for any of the Officers of the Committee to attend any hearing, activity, meeting, forum, dinner, ball, press conference, or be a part of any service, parade, ceremony or any other event or occasion where the Federation is called upon or invited to attend.
b) The Committee, at its discretion, may appoint a person or persons to represent the Federation in meetings or other like proceedings of organisations and/or other committees, where the Federation holds a permanent seat until such time as the Committee revokes the delegation or the Federation ceases to hold its seat.
c) This delegation of representation of the Federation granted under the circumstances outlined in Paragraph (a) of this Part (x) terminates automatically when the event or occasion where the appointed representative attends, concludes.
d) The Committee may revoke a delegation to represent it at any time.
PART xi) VOTING AND DECISIONS
a) Subject to these regulations, questions arising at any meeting of the Committee (or of any sub-committee appointed by the Committee) shall be decided by a majority of votes of Officers of the Committee (or members of any sub-committee) present and voting at the meeting.
b) A determination by a majority of the Officers of the Committee (or of members of any sub-committee) shall for all intents and purposes be deemed a determination of the Committee (or sub-committee).
c) Each Officer of the Committee (or each member of any subcommittee) present at any meeting (including the person presiding at the meeting) is entitled to one (I) vote.
d) In the event of an equality of votes, the Chairman of the meeting shall have a second or casting vote.
e) An Officer of the Committee shall not vote in respect of any contract or proposed contract with the Company in which he/she is interested, or any matter arising thereout, and if he/she does so vote his/her vote shall not be counted.
ARTICLE 10 MEETINGS OF THE MEMBERS
PART i) ANNUAL CONFERENCES
a) The first Annual Conference of the Federation after incorporation shall be held at such time, not more than twelve (12) calendar months after the date of registration with the Australian Securities Commission.
b) An Annual Conference of the Federation shall be held in accordance with the provisions of the Law. All meetings other than the Annual Conference shall be called Extraordinary Meetings.
c) Annual Conferences of the Federation shall be conducted once in every calendar year during the first weekend of January. The Committee from time to time, when circumstances demand it, may with the agreement of the host member (or members), convene the Conference on a different weekend of January.
d) The venue for the Annual Conferences shall alternate between all the States.
e) A decision on the venue of the next Annual Conference shall be made by vote, at the preceding Conference (after all nominations for the venue have been discussed), by all the members present.
f) The member (or members) hosting the next Annual Conference must appoint a sub-committee to organise and co-ordinate the Annual Conference, in conjunction with the Committee. This sub-committee shall be called the Annual Conference Organising Committee.
g) The host member (or members) of the next Annual Conference must inform the Committee by the thirtieth (30th) of June before the Conference, of the names, addresses, telephone and facsimile numbers and e:mail and internet addresses if applicable, of the members of the Annual Conference Organising Committee so appointed by them.
h) The Annual Conference Organising Committee will liaise continuously with the Committee on all matters concerning the organising of venues, times, places, accommodation, promotion, invitation and all other activities associated with the upcoming Annual Conference.
PART ii) CALLING OF AND BUSINESS AT ANNUAL CONFERENCES
a) The Committee shall cause to be sent to every member of the Federation at the members address appearing in the Register of Members, at least fourteen 14 days in advance, written notice specifying the date, time, place and all other administrative information directly related to any Annual Conference of the Federation.
b) An Annual Conference must be specified as such in the notice convening it.
c) The official Agenda specifying the nature of all general and special business that is to be transacted at the Annual Conference must be sent to all the members no later than fourteen (14) days prior to the date of the Annual Conference.
d) Any member wishing to include an item of business in the Annual Conference’s Agenda, must lodge a written request with the Secretary no later than twenty-one (21) days before the date of the Annual Conference.
e) In addition to any other business which may be transacted at an Annual Conference, the business of an Annual Conference is to include the following:- 1) the confirmation of the minutes of the last preceding Annual Conference and of any extraordinary meeting held since that Conference; 2) to receive from the Committee reports on the activities of the Federation during the last preceding year; 3) the presentation of the financial report of the Treasurer.
PART iii) DELEGATES TO MEETINGS OF THE FEDERATION
a) At any meeting of the members of the Federation, each state must be represented by a maximum of six (6) delegates.
b) Only member’s representatives appointed in the manner specified under Article 8 of this Constitution, may take part as delegates, at Annual Conferences or Extraordinary Meetings of the Federation,
c) Each member may send up to six (6) representatives as delegates to Annual Conferences or Extraordinary Meetings.
f) Notwithstanding Paragraph (e) of this Part (iii), in cases where there is more than one member from a state, the number of delegates of each member will be shared equally amongst them.
g) In a state where there is more than one member organisation, A Member organisation may at any time in writing to the Federation transfer one or more of its representative positions to the other member/s for the Annual Conference. All members must always retain a minimum of one (1) delegate place
h) All members sending delegates to an Annual Conference or Extraordinary Meeting must notify the Committee in writing, of the names of the delegates that will be attending no later than twenty-one (21) days prior to the date of the meeting.
i) If for any reason a nominated delegate is unavailable or unable to attend an upcoming Annual Conference or Extraordinary Meeting, members may appoint another delegate to take their place by advising the Committee in writing, at least three (3) days prior to the date of an Annual Conference or Extraordinary Meeting. Notifications received less than two (2) days prior to an Annual Conference or Extraordinary Meeting will only be accepted at the discretion of the Committee.
PART iv) PRESIDING MEMBER AT MEETINGS OF THE FEDERATION
a) The Federation President shall always preside as Chairman at an Annual Conference of the Federation. If he / she cannot attend the Vice President shall Preside as Chairman at the Annual Conference of the Federation
b) The President of the Federation shall preside as Chairman at all Extraordinary Meetings of the Federation, or if there is no President, or if he/she is not present within (15) minutes after the time appointed for the holding of the Meeting or is unwilling to act, the Vice-President shall be the Chairman or if the Vice-President is not present or is unwilling to act, then the Officers of the Committee shall elect one of their number to be the Chairman of the Meeting.
PART v) PROCEEDINGS AT MEETINGS OF THE FEDERATION
a) All delegates must register their names and other details before the commencement of the meeting.
b) No business shall be transacted at any Annual Conference or Extraordinary Meeting unless a quorum of members is present at the time when the meeting proceeds to business. Save as herein otherwise provided, six ( 6 ) members and five (5) states represented, shall be a quorum.
c) If within half an hour from the time appointed for the meeting, a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved, in any other case it shall stand adjourned to the same date in the next month at the same time and place, or to such other day and at such other time and place as the Committee may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present (being not less than three (3) from different states) shall be a quorum.
d) The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), 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 at which the adjournment took place. When a meeting is adjourned for thirty (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 for the business to be transacted at the adjourned meeting.
e ) The Secretary of the Federation shall take minutes at the Annual Conference. The Secretary of the Federation shall enter them in the Federation’s Annual Conference/Extraordinary Meeting Minutes Book and shall then send copies to all the members within ( 60 ) days .
f) The Secretary of the Federation must record the minutes at all Extraordinary Meetings. These minutes must be signed by the Secretary and counter-signed by the Chairman of the meeting. The Secretary shall then send a copy of the minutes to all the members within fourteen (14) days of the conclusion of the Extraordinary Meeting.
g) Despite the number of delegates present from each state, each state has six (6) and only six votes.
h) In cases where there is more than one member from the same state, the state’s allocated six (6) votes shall be shared equally amongst them.
i) The Officers of the Committee do not have a vote unless one of them is presiding over the meeting as Chairman and is exercising the right of a casting vote.
j) A delegate who is of unsound mind or whose person or estate is liable to be dealt with in any way under the law relating to mental health may not vote.
k) No member shall be entitled to exercise its right to vote at any Annual” Conference and/or Extraordinary Meeting if its annual subscription shall be more than one (1) month in arrears at the date of the meeting.
l) At any Annual Conference or Extraordinary Meeting, a resolution or motion put to the vote’ of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:- 1) by the Chairman; or 2) by at least three (3) members present . Unless a poll is so demanded a declaration by a Chairman that a resolution or motion has on a show of hands been earned or earned unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Federation shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution or motion. The demand for a poll may be withdrawn.
m) If a poll is duly demanded it shall be taken in such manner and either at once or after an interval or adjournment or otherwise as the Chairman directs and the result of the poll shall be the resolution of the meeting at which the poll was demanded but a poll demanded on the election of a Chairman or on a question of adjournment shall be taken immediately.
n) In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a casting vote.
PART vi) EXTRAORDINARY MEETINGS
a) The Committee may, whenever it thinks fit, convene an Extraordinary Meeting of the Federation.
b) The Committee must, on the requisition in writing from at least two (2) members from different states, convene an Extraordinary Meeting of the Federation. The Committee must convene the Extraordinary Meeting requested within three (3) calendar months after the receipt of the request.
c) An exemption from the two (2) member requirement of Paragraph b) results only if the circumstances in Article 7, Part x), Paragraph e) occur.
d) A request from members, for an Extraordinary Meeting must state the purpose or purposes of the meeting and must be signed by the Presidents of the members making the request and must be lodged with the Secretary.
e) The Secretary must, at least thirty (30) days prior to the date fixed for the holding of the Extraordinary Meeting, cause to be sent to each member at the member’s address appearing in the Register of Members, a written notice specifying the place, date and time of the meeting and the nature of the special business proposed to be transacted and any special resolutions that will be proposed at the meeting.
f) No business, other than that specified in the notice convening an Extraordinary Meeting shall be transacted.
ARTICLE 11 Miscellaneous
PART i) NATIONAL YOUTH BOARD
a) The Youth Federation Board is governed by the same constitution (this constitution).
PART ii) EMBLEM – COMMON SEAL
a) The Emblem of the Federation is the symbol of the “Wingless Victory”, in the centre, the map of Crete, the Greek, Australian and New Zealand flags.
b) The Common Seal comprises of two concentric circles in which is placed the Emblem of the Federation.
c) The Committee shall provide for the safe custody of the Seal, which shall only be used by the authority of the Committee or of a subcommittee of Officers of the Committee authorised by the Committee in that behalf, and every instrument to which the Seal is affixed shall be signed by an Officer of the Committee and shall be counter-signed by the Secretary or by a second Officer of the Committee or by some other person appointed by the Committee for the purpose.
d) The Federation encourages the use of its Emblem by all the members on their official letterhead. The Emblem’s dimension so appearing, is restricted to a size no greater than 1.5 cm in height by 1.5 cm in width, and can only be accompanied by the following phrase: “Member of The Cretan Federation of Australia and New Zealand”.
PART iii) FUNDS AND ACCOUNTS
a) The Committee shall from time to time determine in accordance with Part iv) of this Article 11 of this Constitution at what times and places and under what conditions or regulations the accounting and other records of the Federation shall be open to the inspection of members not being Officers of the Committee and no member shall have any right of inspecting any account or book or paper of the Federation except as conferred by statute or by Part iv) of this Article 11 of this Constitution or authorised by the Committee or by the Federation in general meeting.
b) The funds of the Federation are to be derived from entrance fees and annual membership fees from members, donations and, subject to any resolution passed by the Federation in general meeting, such other sources as the Committee determines.
c) All money received by the Federation must be deposited as soon as practicable and without deduction to the credit of the Federation’s bank account.
d) The Federation must, as soon as practicable after receiving any money, issue an appropriate receipt.
e) The Federation’s accounts shall be held by a bank within Australia and for the time being until such time as otherwise decided by the Committee, the bank shall be the National Australia Bank.
PART iv) AUDITING
a) True accounts shall be kept of the sums of money received and expended by the Federation and the matter in respect of which such receipt and expenditure takes place and of the property, credits and liabilities of the Federation and subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the Federation for the time being in force shall be open to the inspection of the Member Organisations.
b) Once every year the accounts of the Federation shall be examined by one or more properly accredited, qualified and independent Auditor or Auditors whose report shall be presented to the Member Organisations in accordance with the provisions of the Law at the Federation’s Annual Conferences.
c) A properly qualified and independent auditor or auditors appointed shall have their remuneration fixed and duties regulated in accordance with the Law and this Article 11.
d) For the purposes of auditing and for all other financial matters, the Federation’s financial year will be from the first (1st) day of December in a year to the thirtieth (30th) day of November in the next year.
PART v) PAYMENTS
a) Provided that nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration to any, Member Organisation or servant of the Federation, in return for any services actually rendered to the Federation, nor prevent the payment of interest at a rate not exceeding interest at the rate for the time being charged by bankers in Australia and New Zealand (whichever is the lowest at the time) for overdrawn accounts on money lent or reasonable and proper rent for premises. Any payment to any company of which an Officer of the Committee may be a member and in which such Officer shall not hold more than one – hundredth part of the capital, such Officer shall not be bound to account for any share of profits he/she may receive in respect of such payment.
b) At the discretion of the Committee, persons who are Officers of the Committee will be entitled to bona fide compensation for reasonable expenses incurred on behalf of the Federation.
c) The Federation President is entitled to spend up to $ 1000 AUS per year on travel related expenses for purposes related to the Federation.
PART vi) NOTICES
a) For the purpose of these Articles, a notice may be served by or on behalf of the Federation on any member either personally, by sending it by post to its registered address, facsimile transmitted, or electronically mailed at the member’s address shown in the Register of Members.
b) If a notice or document is sent to a person or organisation by properly addressing, prepaying and posting to the person or organisation a letter containing the notice or document, the notice or document is, unless the contrary is proved, taken for the purposes of these Articles to have been served on the person at the time at which the letter would have been delivered in the ordinary course of post.
c) Notice of every meeting of the members shall be given in any manner hereinbefore authorised to:- 1) Every member except those members who have not supplied to the Federation an address for the giving of notices to them; 2) The auditor or auditors for the time being of the Federation.
PART vii) CUSTODY OF BOOKS
Except as otherwise provided by these Articles, the Secretary or the President must keep in his or her custody or Wider his or her control all records, books, archives and other documents relating to the Federation.
PART viii) INSPECTION OF BOOKS
The records, books and other documents of the Federation must be open to inspection, free of charge by any member of the Federation at any reasonable hour.
PART ix) LANGUAGE OF THE Minutes
a) All minutes of meetings held by the Committee, shall be recorded in English. However, if a Committee from time to time so wishes, it can instruct the Secretary of the Federation to record the minutes in Greek as well as in English.
b) All minutes of Annual Conferences and Extraordinary meetings shall be recorded in English or in Greek as may be determined at the beginning of any such meeting by the members present. The Committee shall make provision for any of these minutes recorded in Greek, to be properly translated into English when required to do so by any judicial, legislative or bureaucratic instruction.
PART x) INDEMNITIES & INSURANCE
a) To the extent permitted by law, every person who is or has been an Officer of the Federation, will be indemnified out of the property of the Federation against any liability for costs and expenses incurred by that Officer in defending any Proceedings in which judgement is given in that Officer’s favour, or in which the Officer is acquitted, or in connection with an application in relation to any Proceedings in which the court grants relief to the Officer Wider the Corporation Law.
b) To the extent permitted by Law, every person who is or has been an Officer of the Federation, will be indemnified out of the property of the Federation against any liability to another person (other than the Company or a related Body Corporate of the Company) where the liability is incurred by the Officer in his or her capacity as an Officer of the Federation PROVIDED THAT this indemnity shall not apply where the liability arises out of conduct involving a lack of good faith.
c) To the extent permitted by Law, the Federation may pay or agree to pay, a premium in respect of a contract insuring a person who is or has been an Officer of the Federation against a liability: 1) Incurred by the person in his or her capacity as an Officer of the Federation PROVIDED THAT the liability does not arise out of conduct involving any breach of duty in relation to the Federation or a contravention of Sections 232(5) or (6) of the Law; or 2) For costs and expenses incurred by that person in defending Proceedings, whatever their outcome.
d) The Federation must effect and maintain Public liability Insurance to a minimum value of AUS
e) In Paragraphs (a), (b) and (c) of this Part (x), the term “Proceedings” means any proceedings, whether civil or criminal, being proceedings in which it is alleged that the Officer has done or omitted to do some act, matter or thing in his or her capacity as an Officer of the Federation (including proceedings alleging that he or she was guilty of negligence, default, breach of trust or breach of duty in relation to the Federation).
f) In Paragraphs (a), (b) and (c) of this Part (x), the term “Officer” has the meaning given to that term in Section 241(4) of the Law and it includes every member of the Committee.
PART xi) WINDING UP/DISSOLUTION
a) The Federation exists and operates permanently and only dissolves in the event where less than two (2) Member Organisations are actively participating. These two (2) remaining Member Organisations must be from different States.
b) If upon the winding up or dissolution of the Federation, there remains after satisfaction of all its debts and liabilities any property whatsoever, the same shall be paid to or distributed among the remaining Member Organisations of the Federation.
PART xii) AMENDMENTS TO THE CONSTITUTION
a) Notwithstanding anything contained in these Articles, the Federation may adopt any by-laws, standing orders or constitutional rules as may be passed from time to time by special resolution at any meeting of the members of the Federation.
b) The statement of objectives and the rules in this Constitution may be altered, rescinded or added to only by a special resolution of the Federation.
PART xiii) THE EXISTENCE OF THE CONSTITUTION
The present constitution was approved at the Annual Conference of The Cretan Federation of Australia and New Zealand held in Melbourne, Victoria on the 10th day of January, 1998 and was updated at the Annual Conference of the Cretan Federation of Australia and New Zealand held in Melbourne on the 9th Day of January 2016.
PART xiv) FOUNDING MEMBERS
The names and addresses of the Founding Members are as follows:-
1. Cretan Association of Sydney and NSW Ltd Inc. P.O. Box 383, Campsie NSW 2194
2. Pancretan of Melbourne and Victoria Ltd 90 Cathies Lane, Wantirna South VIC 3152
3. Cretan Brotherhood of Melbourne and Victoria Ltd P.O. Box 1089, Brunswick M.D.C. VIC 3056
4. Cretan Association of Canberra and Districts Ltd G.P.O. Box 1699, Canberra ACT 2061
5. Pancretan United of Queensland P.O. Box 5435, West End QLD 4101
6. Cretan Association of Queensland Inc. P.O. Box 5217, West End QLD 4101
7. Cretan Association of South Australia Inc. 1 West Thebarton Road, Thebarton SA 5031
8. Cretan Association of Tasmania 42 South Ann Road, Rokeby TAS 7019
9. Cretan Brotherhood of Western Australia 92 Cockman Road, Greenwood WA 6024
10. Cretan Association of Darwin and the Northern Territory 214 Trower Road, Wagaman NT 0810
11. Cretans Association of New Zealand Inc. G.P.O. Box 33387, Lower-Hutt New Zealand
12. Hania Social Club Inc. 84 High Street, Northcote VIC 3070
13. Cretan Association of Iraklians, Melbourne P.O. Box 316, West Footscray VIC 3012
14. Family Brotherhood of the Prefecture of Lecithin P.O. Box 1034, Thornbury VIC 3071
15. Rethimnian Association, Melbourne and Victoria 5 Herod Place, Westmeadows VIC 3049