Constitution

RULES AIMS AND OBJECTIVES OF TASHI CHOLING DHARMA FOUNDATION INC

1. NAME

The name of the Association shall be The Tashi Choling Dharma Foundation Incorporated (in these rules called “The Association”).

2. INTERPRETATION

(1) In these rules, unless contrary intention appears, “committee” means the committee of management of the Association; “general meeting” means a general meeting of members convened in accordance with clause thirteen.

(2) In these rules, expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography and other modes of representing or reproducing words in a visible form.

(3) Words or expressions contained in these rules shall be interpreted in accordance with the provisions of the “acts of the Interpretation Act 1931” and the Act as in force on the date on which the rules are adopted by the Association.

3. ASSOCIATION’S OFFICE

The office of the Association shall be at 73 Liverpool St., Hobart, PO Box 593, North Hobart 7002.

4. OBJECTS AND PURPOSES OF THE ASSOCIATION

(1) The basic objectives and purposes of the Association shall be:

a. to provide teachers and formal courses of education in Buddhist meditation and philosophy conducive to the development of wisdom, compassion, inner peace, stability and good citizenship;

b. to foster open communication amongst spiritual traditions to promote religious and social harmony;

c. to contribute to the welfare of the global community by undertaking and providing activities and amenities which facilitate, or are ancillary too, (a) and (b).

(2) And solely for the purposes of carrying out the aforesaid objects and not otherwise

  1.  to buy, lease, hire or acquire any real or personal property necessary for the objects of the Association;
  2.  to buy, sell, supply and deal in, goods of all kinds;
  3.  to engage in the construction, maintenance and alteration of buildings for the objects of the Association;
  4.  to accept any gift, whether subject to any trust or not, for any one of the objects of the Association;
  5.  to take such steps from time to time as the members of the Association, or the committee, may deem expedient for the purpose of procuring contributions to the funds of the Association, whether by way of donations, subscriptions or otherwise;
  6.  to write newspapers, periodicals, books, leaflets or other documents as the committee, or the members of the Association, may think desirable for the promotion of the objects of the Association;
  7.  to provide the facilities for the conducting of weddings, funerals, birth celebrations, special prayers for the sick and ailing and other religious ceremonies.
  8.  to raise or borrow moneys may be approved by the members of the Association, or the committee by resolution passed at a general meeting;
  9.  subject to the provisions of the “Trustee Act 1898”, to invest any moneys of the Association, not immediately required for any of its objects, in such a manner as the committee may determine;
  10.  to make any gifts, subscriptions or donations to any of the funds, authorities or institutions to which paragraph (a) of the sub-section (1) of section 78 of the “Income Tax Act 1936 – 64” of the Commonwealth relates;
  11.  to establish and support or aid in the establishment of the basic objects of the Association;
  12.  to do all such other things as are incidental to, or conducive to, the attainment of the basic objects of the Association or any of the objects specified in the foregoing provisions of this sub-clause.

(3) In this clause, “basic objects of the Association” means the objects and purposes of the Association as stated in the application under subsection (2) of section (7) of the Act for the Incorporation of the Association, lodges with the Commissioner pursuant to that section.

5. SPIRITUAL DIRECTOR

1. The Spiritual Director herein specifically designated is the Venerable Zasep Tulku Rinpoche, whose ordination name is Lobsang Tenzin Gyaltsen, a resident of Canada. The tenure of this Spiritual Director shall continue until his death, incapacitating illness or voluntary resignation.

2. The Spiritual Director shall determine and delimit at his/her exclusive option the nature and scope of all studies, rites, meditational and devotional techniques and/or practices as well as any and all religious matters, questions and/or concerns whatsoever which are to be officially endorsed, supported or undertaken by active members in the name of the Association.

3. The role of the Spiritual Director is, but is not limited to

a. assisting groups and/or individuals to learn, practice and integrate Buddha Dharma by teaching, translating and interpreting traditional Tibetan Buddhism following the Gelugpa tradition;

b. providing Dharma counselling and advice to groups and/or individuals

c. providing spiritual, organisational, financial, material and other advice, guidance and/or support through all or any level of the organisation.

4. The Spiritual Director shall at his/her exclusive option choose to ratify the election or appointment of all officers and ordinary committee members of the Association, the election or appointment of all office bearers or committee members being provisional upon such ratification. The election or appointment of any office bearer or committee member shall be deemed void in any and every instance wherein the Spiritual Director formally declines to provide such ratification.

5. The committee will facilitate the Spiritual Directors involvement in the organisation through the provision of meeting agenda, minutes, proposals and issues before the committee by the most efficient means of communication and/or where possible by face to face meetings.

6. MEMBERSHIP

(1) A person who is nominated and approved for membership as provided in these rules is eligible to be a member of the Association, on payment of the annual subscription prescribed in, or fixed under, these rules.

(2) A nomination of a person for membership of the Association shall

  1.  be made in writing and accompanied by the written consent of the person nominated (which may be endorsed on the form of nomination) and
  2.  be lodged with the Public Officer of the Association.

(3) The Public Officer or Secretary, shall notify the person nominated, in writing, that their membership has been accepted, and upon payment of the nominees first subscription, enter their name in the register of members, showing name, address and date of commencement for each member. Provision for noting the date of cessation of membership shall also be contained in the register.

(4) Membership of the Association shall cease upon

  1.  resignation, death, expulsion or otherwise and
  2.  is not capable of being transferred or transmitted to any other person.
  3.  failure to pay the membership fee after a reasonable time has elapsed from when it has become due.

7. MEMBERS’ LIABILITY

The members of the Association shall

  1.  have no liability to contribute towards the payment of debts and liabilities of the Association or the costs, charges and expenses of the winding up of the Association except to the amount of any unpaid membership fees, and
  2.  be deemed to be every person who, within the period of twelve months immediately preceding the commencement of the winding up of the Association, as a member of the Association.

8. INCOME AND PROPERTY

(1) The income and property of the Association, however derived, shall be applied solely towards the objects of the Association, and no portion thereof shall be paid to any member of the Association.

(2) Nothing in this rule prevents payment to a servant or member of the Association for

  1.  services rendered or goods supplied in the ordinary course of business
  2.  interest at an agreed rate not more than the current market rate on moneys lent to the Association, and
  3.  a reasonable and proper sum by way of rent for premises let to the Association by the servant or member.

9. RECEIPTS AND EXPENDITURE

(1) True accounting records shall be kept

  1.  of all sums of money received and expended by the Association and the way in which they are expended by the Association;
  2.  of the property, credits and liabilities of the Association, and
  3.  shall be open to the inspection of the members.

(2) The treasurer of the Association shall faithfully keep all accounting records connected with the Association in the form and manner that the committee may decide.

(3) The accounting records referred to in this clause shall be kept at the Association’s office or at such other place as the committee may decide.

10. BANKING AND FINANCE

(1) The treasurer of the Association shall receive, on behalf of the Association, all moneys paid to the Association and shall issue official receipts therefor.

(2) The committee shall cause to be opened a banking account in the name of the Association into which all moneys received shall be paid by the treasurer as soon as practicable thereafter.

(3) Except with the committee’s authority

  1.  no sum exceeding two dollars shall be made from the funds of the Association, but the committee may provide the treasurer with a sum to meet the urgent expenses of the Association, and
  2.  no cheques shall be drawn on the Association’s bank account.

(4) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by any two of the nominated signatures.

11. AUDITOR

(1) At each annual general meeting of the Association, the members shall appoint a person as the auditor of the Association.

(2) The person appointed shall hold office until the annual general meeting next after that at which he/she is appointed, and is eligible for reappointment.

(3) The first auditor of the Association may be appointed by the committee before the first annual general meeting, and if so appointed, shall hold office until the first annual general meeting, unless previously removed by a resolution of the members at a general meeting, in which case the members at the meeting may appoint an auditor to act until the first annual general meeting.

(4) If an appointment is not made at an annual general meeting, or if a casual vacancy occurs in the office of auditor, then the committee shall appoint an auditor of the Association and the person so appointed shall hold office until the next annual general meeting.

(5) Except provided in sub-clause (3) of this clause, the auditor may only be removed from office by special resolution.

12. AUDIT OF ACCOUNTS

(1) At least once in each financial year of the Association, the accounting records of the Association shall be examined by the auditor who shall certify as to their correctness and shall report thereon to the members present at the annual general meeting.

(2) In the auditor’s report, the auditor shall certify

  1.  whether he/she has obtained the information required of him/her;
  2.  whether, in his/her opinion, the accounting records are properly drawn up so as to exhibit a true and correct view of the financial position of the Association according to the information at his/her disposal and the explanations given to him/her as shown by the books of the Association.

(3) The treasurer of the Association shall provide the auditor with a list of all the accounting records of the Association.

(4) The auditor

  1.  has the right of access to the accounting records, books, and documents of the Association;
  2.  may require from the servants of the Association such information and explanations as may be necessary for the performance of his/her duties as auditor;
  3.  may employ persons to assist him/her in investigating the accounting records of the Association, and
  4.  may, in relation to the said accounting records, examine any member of the committee or servant of the Association.

13. ANNUAL GENERAL MEETINGS

(1) An annual general meeting of the Association shall be held each year within three months from the end of the financial year of the Association.

(2) The annual general meeting shall be in addition to any other general meetings held in the same year.

(3) The annual general meeting shall be specified ass such in the notice convening it.

(4) The ordinary business of the annual general meeting shall be

  1.  to confirm minutes of the previous annual general meeting and any general meetings held since;
  2.  to receive any reports on the transactions of the Association;
  3.  to elect the officers of the Association;
  4.  to appoint the auditor and determine his/her remuneration, and
  5.  to determine the remuneration of the servants of the Association.

(5) The annual general meeting may transact special business of which notice is given in accordance with these rules.

(6) All meetings other than annual general meetings shall be called general meetings.

14. GENERAL MEETINGS

(1) The committee may, whenever necessary, convene a general meeting of the Association. A general meeting of the Association must be convened by the committee within twenty-one days of receiving a request from at least one third of the members of the Association and such request shall state the purpose of the meeting signed by the requisitionists and deposited at the office of the Association.

(2) If the committee does not cause a general meeting to be held within twenty-one days from the date on which a requisition is deposited at the office of the Association, the requisitioning so convened shall not be held after three months from the date of the deposit of the requisition.

(3) A general meeting convened by requisitionists in pursuance of these rules shall be convened in the same manner as nearly as possible as that in which these meetings are convened by the committee, and all reasonable expenses incurred in convening the meeting shall be refunded by the Association to the persons incurring them.

(4) At least fourteen days notice of all general meetings, and notices of motion, shall be given to members. In the case of general meetings where a special resolution is to be given to members, at least twenty-one days notice shall be given.

15. BUSINESS AND QUORUM AT GENERAL MEETINGS

(1) No item of business shall be transacted at a general meeting unless a quorum of members is present.

(2) Five members personally present constitute a quorum for the transaction of the business of the general meeting.

(3) At the time of the general meeting, a person is considered to be a member if their name existed on a register of members, on or before the time of the meeting being called, if their membership is current.

16. OFFICE BEARER TO PRESIDE AT GENERAL MEETINGS

(1) An office bearer of the Association shall be deemed to be the facilitator at every general meeting of the Association.

(2) If the facilitator is not present at a general meeting of the Association, then the members present shall elect one of their number to be the facilitator at that meeting.

17. ADJOURNMENT OF GENERAL MEETINGS

(1) Where a quorum is present at a general meeting, the facilitator may, with the consent of the members present, adjourn the meeting to another place and at another time but no other business may take place than that which was left unfinished when the adjournment took place.

(2) There is no need to give any notice of the business to be transacted at the adjourned meeting unless a period of fourteen days has elapsed since the original meeting.

18. VOTING AND DETERMINATION OF QUESTIONS ARISING AT GENERAL MEETINGS

(1) A question arising at a general meeting shall be determined on a show of hands, unless on the result of a show of hands a poll is demanded.

(2) The facilitator at that meeting may direct the manner of the taking of the poll and that poll shall be taken before the close of that meeting, except in the case of an adjournment or on the election of a facilitator, which shall be taken immediately.

(3) When a question arising from a general meeting shall be voted upon, a member has one vote only.

(4) Votes may be given in two ways

  1.  personally, or
  2.  by proxy vote, which is a vote given by an absentee member, in writing and signed, to another member who shall be present at the meeting.

(5) A question arising will be determined by consensus. Where consensus cannot be reached within a reasonable and appropriate period of time, then the question will be determined by majority vote.

19. MANAGEMENT BY COMMITTEE

(1) The Association shall have its affairs managed by the committee as constituted under this clause. The committee shall be the office bearers of the Association.

(2) The office bearers shall be

  1.  Treasurer
  2.  Secretary
  3.  Public Officer
  4.  President

(3) The committee shall consist of the office bearers and at least one (1) other elected member.

(4) The committee shall be elected at each annual general meeting of the Association.  Any casual vacancies occurring in the committee may be filled by another member so requested by the committee. The election or appointment of all committee members shall be considered provisional pending ratification by the Spiritual Director and shall be deemed void upon the receipt of formal notification from the Spiritual Director that such ratification is withheld.

(5) Each member of the committee shall hold office from the date of their election or requisition until the next annual general meeting of the Association and is eligible for re-election.

(6) The committee shall meet as soften as necessary to conduct the affairs of the Association.

(7) The quorum for the meetings of the committee shall be three or half the number of committee members, whichever is the greater.

(8) The committee may

  1.  subject to these rules, exercise all such powers and functions as may be exercised by the Association, other than those powers and functions that are required by these rules to be exercised by general meetings of the Association, and
  2.  subject to the Act and these rules, have power to perform all such acts and things as appear to it to be essential for the proper management of the business and affairs of the Association.

(9) Nominations of candidates for election as officers of the Association or as ordinary committee members

  1. shall be made in writing signed by the candidate, and
  2. shall be delivered to the public officer of the Association at or before the annual general meeting.
  3.  If insufficient nominations are received to fill all vacancies on the committee, the candidates nominated shall be deemed to be elected and further nominations shall be received at the annual general meeting.
  4.  If the number of the nominations received is equal to the number of vacancies to be filled, the persons nominated shall be deemed to be elected.
  5.  If the number of nominations exceeds the number of vacancies to be filled, a ballot shall be held.
  6.  The ballot for the election of officers and ordinary committee members shall be conducted at the annual general meeting in such usual and proper manner as the facilitator may direct.

(10) To comply with the requirements of section (1) of clause (18) of these rules, and subsection (21) of clause 2 (interpretation of “committee”) of the Associations Incorporation Act 1964, the inaugural and subsequent annual general meetings of the Association shall not be deemed concluded until the committee has been selected.

(11) An office bearer of the Association shall cease to hold office if that person dies

  1.  Becomes of unsound mind
  2.  Becomes bankrupt or applies to take advantage of any law relating to bankrupt or insolvent debtors or compounds with his/her creditors, or makes any assignment of his/her estate for their behalf,
  3.  Resigns his/her office in writing addressed to the committee,
  4.  Fails, without leave granted by the committee, to attend three consecutive meetings of the committee, or
  5.  Ceases to be a member of the Association.

20. MEETINGS OF THE COMMITTEE AND SUB-COMMITTEES

(1) Notice of committee meetings shall be given at the previous meeting, and special meetings of the committee shall be convened by at least one third of its members, specifying the general nature of the business to be transacted at that meeting.

(2) No business shall be transacted unless a quorum is present and if within half an hour of the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned until the same time and place in the following week unless the meeting was a special meeting in which case it lapses.

(3) Questions arising at meetings of the committee shall be determined on a show of hands, or if demanded, a poll be taken in such a manner as the facilitator may determine.

(4) Each member present at the committee meeting is entitled to one vote. Resolutions shall be passed by consensus of members present. If consensus cannot be reached within a reasonable period of time, then resolutions will be passed by majority vote.

21. DISCLOSURE OF INTERESTS IN CONTRACTS

(1) A member of the committee who is interested in any contract or arrangement to be made with the Association, shall disclose their interest at the first meeting of the Association at which the contract or arrangement is first taken into consideration.

(2) If a member of the committee becomes interested in a contract or arrangement after it is made or entered they shall disclose their interest at the first meeting of the committee after they became so interested.

(3) No member of the committee shall vote as a member of the committee in respect of any contract or arrangement in which they are interested unless with the consensus permission of the quorum of the committee.

22. SUB COMMITTEES

(1) All sub committees formed under these rules are subject to the objects and purposes of the Association and those rules pertaining therein.

(2) The committee may at any time appoint a sub committee from the committee as it may think fit and shall prescribe the powers and functions thereof.

(3) The committee may co-opt as members of a sub committee such persons as it thinks fit, whether or not those persons are members of the Association, but such a person is not entitled to vote.

23. ANNUAL SUBSCRIPTION

(1) Until otherwise fixed pursuant to sub clause (2) of this clause, the annual subscription to be paid by members, shall be the sum as determined by the committee.

(2) The amount of annual subscription may be altered from time to time as determined by the committee.

(3) The annual subscription of a member is due and payable on or before the first day of the financial year of the Association.

24. FINANCIAL YEAR

The financial year of the Association is the period beginning on the 1 November in each year and ending on 31 October next following.

25. NOTICES

A notice may be served on a member of the Association by or on behalf of the Association either personally or by sending through the post addressed to the last registered place of abode of the member.

26. EXPULSION OF MEMBERS

(1) Subject to this rule, the committee may expel a member from the Association if, in the opinion of the committee, the member has been guilty of conduct detrimental to the interests of the Association.

(2) The expulsion of a member pursuant to sub rule (1) of this rule does not take effect

  1.  until the expiration of fourteen days after the service on the member of a notice under sub rule (3) of this rule, or
  2.  if the member exercises hiss right of appeal under this rule, until the conclusion of the special general meeting convened to hear the appeal,

whichever is the later date.

(3) Where the committee expels a member from the Association, the public officer of the Association shall, without undue delay, cause to be served on the member a notice in writing

  1.  stating that the committee has expelled the member
  2.  specifying the grounds for the expulsion, and informing the member that if he so desires he may, within fourteen days after the service of the notice on him, appeal against the expulsion as provided in this rule.

(4) A member on whom a notice under sub rule (3) of this rule is served may appeal against the expulsion to a special general meeting by delivering or sending by post to the public officer of the Association, within fourteen days after the service of that notice, a requisition in writing demanding the convening of such a meeting for the purpose of hearing his appeal.

(5) Upon receipt of a requisition under sub rule (3) of this rule, the public officer shall forthwith notify the committee of its receipt and the committee shall thereupon cause a special general meeting of members to be held within twenty-one days after the date on which the requisition is received by the public officer.

(6) At a special general meeting convened for the purpose of this rule

  1.  no business other than the question of the expulsion shall be transacted;
  2.  the committee may place before the meeting details of the grounds of the expulsion and the committee’s reasons for the expulsion;
  3.  the expelled member shall be given an opportunity to be heard and
  4.  the members present shall vote by secret ballot on the question whether the expulsion should be lifted or confirmed.

(7) If at the special general meeting a majority of the members present vote in favour of the lifting of the expulsion, the expulsion shall be deemed to have been lifted and the expelled member is entitles to continue his membership of the Association.

(8) If at the special general meeting a majority of the members present vote in favour of the confirmation of the expulsion, the expulsion takes effect, and the expelled member ceases to be a member of the Association.

27. DISPUTES

(1) Subject to this rule, a dispute between a member of the Association and the Association, shall be determined by arbitration in accordance with the provision of the “Arbitration Act of 1892”.

(2) Nothing in this rule affects the operation of clause twenty-five.

28. SEAL OF THE ASSOCIATION

(1) The seal of the Association shall be in the form of a rubber stamp, inscribed with the name of the Association encircling the word “seal”.

(2) The seal of the Association shall be kept in the custody of the Secretary and shall be only affixed to a document with the authority of the committee. The affixing of the seal shall be attended by the signatures of either two members of the committee, or one member of the committee and the public officer of the Association or such other person as the committee may appoint for that purpose.