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THE
QUEEN JADWIGA FOUNDATION INC.
RULES
1.
Name
The name of the incorporated foundation is The Queen Jadwiga Foundation.
2.
Definitions
(1) In these Rules, unless the contrary intention appears-
"Act" means the Associations Incorporation Act 1981;
"financial
year" means the year ending on 30 June;
"Advisory Council"
means the management committee of the Foundation;
"member"
means a member of the Foundation;
"Regulations" means
regulations under the Act;
"relevant
documents" has the same meaning as in the Act;
“Christian values” means values that are subject of the teaching
of the Roman Catholic Church.
3.
Alteration of the rules
These Rules and the statement of purposes of the Foundation must not be
altered except in accordance with the Act.
In addition to the Rules the prospective
member should declare that he/she never will act or promote any values that
are contradictory to the Christian values, and he/she will not belong to
any organization whose activities are contradictory with Christian values.
These rules cannot be changed or to be a subject of any alternation. This
declaration and the statement of purposes of the Foundation must not be
altered.
The activities of the Queen Jadwiga
Foundation are set up within the activity framework and this framework can
not be altered without approval in writing by the founder dr. Zbigniew Les or person
that is authorized by dr. Zbigniew Les.
The members of the Advisory Council should
hold a PhD from any recognized University.
4.
Membership, entry fees and subscription
(1) A person who applies and is approved for membership is eligible to
be a member of the Foundation on payment of the entrance fee and annual
subscription payable.
(2) A person who is not a member of the Foundation at the time of the
incorporation of the Foundation (or who was a member at that time but has
ceased to be a member) must not be admitted to membership unless-
(a) he
or she applies for membership,
(b) the
admission as a member is approved by the Advisory Council, and
(c) he
or she declares not to act against Christian values or not to belong to any
organization whose activities are contradictory to Christian values.
(3) An application of a person for membership of the Foundation must:
(a) be made in
writing; and
(b) be lodged with
the Foundation.
(4) The Advisory Council or Director must determine whether to approve
or reject the application.
(5) If an application for membership is approved, the applicant will be
notified in writing of the approval for membership, and
(a) request payment within 28 days after
receipt of the notification of the sum payable as the entrance fee and the
first year's annual subscription.
(6) An applicant for membership becomes a member and is entitled to
exercise the rights of membership when his or her name is entered in the
register of members.
(7) If application is rejected the applicant will be notified in writing
that the application has been rejected.
(8) A right, privilege, or obligation of a person by reason of
membership of the Foundation-
(a) is not capable
of being transferred or transmitted to another person; and
(b) terminates upon
the cessation of membership whether by death or resignation or otherwise.
(9) The annual subscription is the relevant amount (as shown in
Appendix) and is payable in advance on or before 1 July in each year.
5.
Register of members
(1) The register of members containing-
(a) the name and
address of each member; and
(b) the date on
which each member's name was entered in the register,
must be kept and
maintain within the Foundation.
6.
Ceasing membership
(1) A member of the Foundation who has paid all moneys due and payable
by a member to the Foundation may resign from the Foundation by giving one
month's notice in writing of his or her intention to resign.
(2) After the expiry of the period referred to
in sub-rule (1):
(a) the
member ceases to be a member
(b) the date on which the member ceased to
be a member has to be recorded in the register.
7.
Discipline, suspension and expulsion of
members
(1) Subject to these Rules, if the Advisory Council or Director is of
the opinion that a member has refused or neglected to comply with these
Rules, or has been guilty of conduct unbecoming a member or prejudicial to
the interests of the Foundation, the Advisory Council or Director may by
resolution--
(a) fine that member an amount not
exceeding $500; or
(b) suspend that member from membership of
the Foundation for a specified period; or
(c) expel that member from the Foundation.
8.
Disputes and mediation
(1) The grievance procedure set out in this rule applies to disputes
under these Rules between-
(a) a member and another member; or
(b) a member and the Foundation.
(2) The parties to the dispute must meet and discuss the matter in
dispute, and, if possible, resolve the dispute within 14 days after the
dispute comes to the attention of all of the parties.
(3) If the parties are unable to resolve the dispute at the meeting, or
if a party fails to attend that meeting, then the parties must, within 10
days, hold a meeting in the presence of a mediator.
(4) The mediator must be-
(a) a person chosen by agreement between
the parties; or
(b) in the absence of agreement-
(i) in the case
of a dispute between a member and another member, a person appointed by the
Advisory Council or Director, or
(ii) in
the case of a dispute between a member and the Foundation, a person who is
a mediator appointed or employed by the Dispute Settlement Centre of
Victoria (Department of Justice).
(5) A member of the Foundation can be a mediator.
(6) The mediator cannot be a member who is a party to the dispute.
(7) The parties to the dispute must, in good faith, attempt to settle
the dispute by mediation.
(8) The mediator, in conducting the mediation, must--
(a) give the parties to the mediation
process every opportunity to be heard; and
(b) allow due consideration by all parties
of any written statement submitted by any party; and
(c) ensure that natural justice is
accorded to the parties to the dispute throughout the mediation process.
(9) The mediator must not determine the dispute.
(10) If the mediation process does not result in the dispute being
resolved, the parties may seek to resolve the dispute in accordance with
the Act or otherwise at law.
9.
Annual general meetings
(1) The Advisory Council or Director may determine the date, time and
place of the annual general meeting of the Foundation.
(2) The notice convening the annual general meeting must specify that
the meeting is an annual general meeting.
(3) The ordinary business of the annual general meeting shall be-
(a) to confirm the minutes of the previous
annual general meeting and of any general meeting held since that meeting;
and
(b) to receive from the committee reports
upon the transactions of the Foundation during the last preceding financial
year; and
(d) to receive and consider the statement
submitted by the Foundation in accordance with section 30(3) of the Act.
(4) The annual general meeting may conduct any special business of which
notice has been given in accordance with these Rules.
10. Meeting
of the Advisory Council and meting of the special groups
(1) In the first five years of the activities of The Queen Jadwiga
Foundation all decisions will be undertaken by the Director and the
Advisory Council of The Queen Jadwiga Foundation. The Advisory Council will
make decision about the alternation of this rule if there is a need for
such an alternation.
Members of the Special Groups that will carry out selected project (e.g.
The QJF Art and Science Gallery) will hold meeting depending on the need
for the discussion of the current activities. The results of the meeting of
the Special Group need to be approved by the Director or the Advisory
Council.
11. Presiding
at meetings of the Advisory Council
(1) The Director or in the Director's absence, the Vice-Director, shall
preside as Chairperson at each meeting of the Advisory Council.
Any question arising at a meeting of the Advisory Council will be
resolved by the Director or selected expert from the Advisory Council.
12. Committee
of Management
(1) The affairs of the Foundation shall be managed by the Director and
the Advisory Council.
(2) The Director and the Advisory Council
(a) shall control and manage the business
and affairs of the Foundation; and
(c) subject to these Rules, the Act and
the Regulations, has power to perform all such acts and things as appear to
the Director and Advisory Council to be essential for the proper management
of the business and affairs of the Foundation.
(3) The Advisory Council shall consist not less
than three experts in one of the scientific field that is relevant to the activities
of the Foundation.
13. Election
of members of the Advisory Council
(1) Nominated candidates for election as a member of the Advisory
Council of the Foundation must hold PhD, and-
(a) nominations have to be made in writing, signed by the Director
of the Foundation and accompanied by the written consent of the candidate
(which may be endorsed on the form of nomination); and
(b) be delivered to the Foundation.
14. Notice
of general meetings
(1) At least 14 days, or if a special resolution has been proposed at
least 21 days, before the date fixed for holding a general meeting of the
Foundation, a notice stating the place, date and time of the meeting and
the nature of the business to be conducted at the meeting must be sent to
each member of the Foundation.
(2) Notice may be sent--
(a) by prepaid post to the address
appearing in the register of members; or
(b) if the member requests, by facsimile
transmission or electronic transmission.
(3) No business other than that set out in the notice convening the
meeting may be conducted at the meeting.
(4) A member intending to bring any business before a meeting may notify
in writing, or by electronic transmission, the members of the Advisory
Council or the Director, who must include that business in the notice
calling the next general meeting.
15. Quorum
at general meetings
(1) No item of business may be conducted at a general meeting unless a
quorum of members entitled under these Rules to vote is present at the time
when the meeting is considering that item.
(2) Five members personally present (being members entitled under these
Rules to vote at a general meeting) constitute a quorum for the conduct of
the business of a general meeting.
(3) If, within half an hour after the appointed time for the
commencement of a general meeting, a quorum is not present - in the case of
a meeting convened upon the request of members--the meeting must be
dissolved.
16. Proxies
1. Each
member is entitled to appoint another member as a proxy by notice given to
the member of the Advisory Council or the Director no later than 24 hours
before the time of the meeting in respect of which the proxy is appointed.
17. Office
holders
(1) The Senior Member of the Foundation shall be--
(a) a Director;
(b) a Vice-Director; and
(c) a Treasurer;
(2) The provisions of rule 23, so far as they
are applicable and with the necessary modifications, apply to and in
relation to the election of persons to any of the offices referred to in
sub-rule (1).
(3) Each Senior Member of the Foundation shall hold office until the
date given by the Advisory Council or the Director.
(4) In the event of a casual vacancy in any office referred to in
sub-rule (1), the Advisory Council or the Director may appoint one of its
members to the vacant office.
18. Vacancies
The office of the member Advisory Council of the Foundation, becomes
vacant if the member-
(a) ceases to be a member of the
Foundation; or
(b) becomes an insolvent under
administration within the meaning of the Corporations Law; or
(c) resigns from
office by notice in writing given to the Director.
19. Quorum
for committee meetings
(1) Any 4 members of the Advisory Council constitute a quorum for the
conduct of the business of a meeting of the Advisory Council.
20. Funds
(1) The Treasurer of the Foundation must -
(a) collect and receive all moneys due to
the Foundation and make all payments authorised
by the Foundation; and
(b) keep correct accounts and books
showing the financial affairs of the Foundation with full details of all
receipts and expenditure connected with the activities of the Foundation.
(2) All cheques, drafts, bills of exchange,
promissory notes and other negotiable instruments must be signed by the
Director or the Treasurer.
(3) The funds of the Foundation shall be derived from entrance fees,
annual subscriptions, donations and such other sources as the Director
determines.
21. Seal
(1) The common seal of the Foundation must be kept in the custody of the
Foundation.
22. Winding
up
In the event of the winding up or the cancellation of the incorporation
of the Foundation, the assets of the Foundation must be to the disposal of
the King of Poland, or in absence of the King the Cardinal of Cracow in
accordance with the provisions of the Act.
23. Custody
and inspection of books and records
(1) All books, documents and securities of the Foundation must be kept
in the custody or under the Control the member from Advisory Council or
Director.
(2) All accounts, books, securities and any other relevant documents of
the Foundation must be available for inspection free of charge by a member
whose financial contribution to the Foundation is more than (50,000$) upon
request.
(3) Other members may ask the Director or Advisory Council to set up the
investigating committee to check all accounts, books, securities and any
other relevant documents of the Foundation in the case when there is a
justified concern about the improper financial management
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