Home > Janrua’s Constitution

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1.1      AIMS AND OBJECTIVES.

The Aims and Objectives of the Janrua Foundation Inc. are:

  • To be registered as a ‘Public Benevolent Institution’, which seeks to stop the onslaught of mental health illnesses and reduces them to such a degree that they are not a threat to society any longer.
  • It does so by –
    • Researching, comparing and evaluating the best and most efficient healing modalities and then educating, guiding and enabling the public as well as mental health professionals to choose the best method for themselves and their clients.
    • Cooperating with aligned health professionals, organisations and institutes to provide the best therapy for each individual.
    • Providing financial assistance to those experiencing financial hardship, so that they are able to access the suggested therapy.
    • Priority is to be given to the Aboriginal people of Australia.

1.2    GIFT FUND

The Janrua Foundation Inc. will exist as a Gift Fund to maintain its Aims and Objectives. The public will be invited to contribute as a significant part to the Gift Fund.

1.3      NON-PROFIT CLAUSE

The assets and income of the organization shall be applied solely in furtherance of its above mentioned objects and no portion shall be distributed directly or indirectly to the members of the organization except as bona fide compensation for services rendered or expenses incurred on behalf of the organization.

 

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2. MEMBERSHIP

2.1      “Foundation” Members shall be persons who have:

  • accepted the above Aims and Objectives,
  • must have certification as mental health counsellor or coach
  • support all healing modalities, whether conventional or alternative, that make a positive impact in a person’s life
  • applied in writing for membership,
  • paid the prescribed Membership fee if any, and
  • been accepted as Member by majority vote of a Board or General Meeting.

2.2      Associate Members shall be professionals, workers and individuals who:

  • accept or have accepted the above Aims and Objectives,
  • support healing modalities that make a difference, no matter whether they are conventional or alternative,
  • applied in writing for membership,
  • paid the prescribed Membership fee if any, and
  • have been accepted as Associate Member by majority vote of a Board or General Meeting.

2.3      Organisational Members shall be organisations who:

  • accept or have accepted the above Aims and Objectives,
  • support healing modalities that make a difference, no matter whether they are conventional or alternative,
  • applied in writing for membership,
  • paid the prescribed Membership fee if any, and
  • have been accepted as Organisational Member by majority vote of a Board or General Meeting.

2.3.1   An Organisational Member may appoint from its (staff) members a representative who may speak and vote on its behalf.

2.4      Membership Suspension

2.4.1   Membership may be suspended by not less than two-thirds majority at a Board or General Meeting.

2.4.2  Any suspended member may request the suspension to be reconsidered at one subsequent General Meeting by giving written notice not less than 2 weeks prior to such meeting.

2.4.3  The Janrua Foundation Inc. shall not be required to accept the renewal of membership of a suspended member when renewal next falls due.

2.4.4  Membership shall cease on:

  • Resignation delivered in writing to the premises of the Janrua Foundation Inc..
  • Termination of employment by the Janrua Foundation Inc..
  • Non-renewal of membership within two months of expiry.

 

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3. MANAGEMENT

3.1      The management of the Janrua Foundation Inc. shall be vested in its elected Board.

3.2      Board Members

3.2.1   Board Members must be “Foundation” Members

3.2.2   The number of Board Members shall be three (minimum) to seven (maximum).

3.2.3   The elected Board Members shall cover the following roles:

  • Chair/President;
  • Treasurer;
  • Secretary; and
  • Public Officer

3.2.4   If the Janrua Foundation Inc. employs part or full-time staff, one senior employee might be elected as representative of the staff to become a Board Member.

3.2.5  The Board may invite representatives of its sub-committees to participate and report at a Board Meeting. These sub-committee members will not have any voting rights.

3.2.6   The Board may elect up to two persons to sit at Board Meetings to provide the Board with required expertise. These experts will not have any voting rights.

3.2.7   The Board Members shall be elected by consensus in the Annual General Meeting of the Janrua Foundation Inc. or if required, by a special General Meeting.

3.2.8   An Office Bearer or Member of the Board shall cease to hold such office upon:-

  • Resignation in writing delivered to the premises or to an office bearer of the Board;
  • Absence for three successive Board Meetings without explanation acceptable to the Board;
  • Permanent or temporary suspension by an unanimous vote of all other Board Members present at a duly constituted Board meeting. Such suspension may be revoked by majority vote at a subsequent Board Meeting, and a suspended member may require such suspension to be reconsidered at a General Meeting called pursuant to clause 4 of this constitution.

3.2.9   Unfilled or arising vacancies of Office Bearers or other Board Members may be filled by the Board by inviting and electing other Ordinary Members for the unexpired remainder of the term without the need of calling a General Meeting.

3.2.10 The board may function validly notwithstanding any vacancies so long as its number is not reduced below the quorum.

3.3      Board Meetings

3.3.1   The Board shall meet as often as may be required.

3.3.2   The Board Meeting quorum for making valid decisions shall be 2/3 (two thirds) of Board Members to be present.

3.3.3   Either the Chairperson/President or two other members of the Board shall have the power to call a Board Meeting.

3.3.4   Board Meetings can be held in a real or virtual board room, face-to-face or per audio or video conference.

3.3.5   Notice of Board Meetings shall be given at the previous Board Meeting or by 7 days written notice distributed to all Board Members or in an emergency by such other notice as shall be ratified by the Board.

3.4      Board Directions, Decisions & Votes

3.4.1  The Board may appoint sub-committees of Members and non-Members for specific purposes, who shall meet as they see fit or as directed by the Board and who shall report to the Board.

3.4.2   If the Janrua Foundation Inc. does not have part or full time staff, the Board may appoint an executive team of at least three volunteering Members, who shall meet to carry out the day-to-day business delegated by the Board and who shall report at subsequent Board Meetings.

3.4.3  Board Members shall upon election or nomination become Members in their own right.  They may express the views of any organisation which they represent, but must vote in the interests of the Board and to carry out the Aims & Objectives of the Janrua Foundation Inc.

3.4.4   Board Members must not vote in any decision in which they or a close associate have a financial interest and must not use their position to obtain any financial or other advantage for themselves or for a close associate.

 

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4.  ANNUAL GENERAL MEETINGS (“AGM”)

4.1      The Janrua Foundation Inc. AGM shall be held every calendar year and not more than four months after the close of its financial year.

4.2      General Meetings can be held in a real or virtual environment, face-to-face or online per audio or video conference.

4.3     The business of the AGM shall be:-

  • To confirm the Minutes of the preceding Annual General Meeting;
  •        To receive the Chairperson’s report for the previous financial year;
  •        To receive the Treasurer’s report and the – if required – audited financial statements for the previous financial year, together with the financial budget for the current financial year;
  • To announce the commencement of the term of nominated and representative members;
  • To elect or re-elect Board Members who must consent in person or in writing;
  • To conduct any other business placed on the agenda before the commencement of the meeting.

4.4      The Annual General Meeting and all General Meetings shall be open to the public. Resolutions of a General Meeting shall be tabled for consideration at the subsequent Board Meeting.

4.5      Written notice of 21 to 28 days for AGMs and not less than 7 days for all General Meetings shall be distributed to all members who do not visit the premises regularly.

4.6      All Members shall each be entitled to one vote at any General Meeting at which they are present.

4.7      A quorum at any General Meeting shall be three Members or at least one quarter (25%) of the entire membership, if its total numbers exceed twelve (12).

4.8      If at any General Meeting there is no quorum within 30 minutes of the time appointed for the meeting, then the meeting will be adjourned for a period of 7 to 28 days. In case the quorum for such adjourned meeting isn’t reached, the meeting shall lapse altogether.

 

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5. POWERS

5.1      The powers of the Board shall be the powers contained in the Board’s Incorporation Act and without limiting those powers the Board shall be entitled to hold real or personal property, open and operate bank accounts, invest in trustee securities, and enter into any necessary or desirable contract including a contract of employment.

5.2      The Board shall be entitled to exercise the full powers of the Janrua Foundation Inc. and without limiting those powers shall have the management and control of the funds and other property of Janrua Foundation Inc., provided that the Janrua Foundation Inc. must obtain the approval of a General Meeting before borrowing money or securing any payment by charging the property of Janrua Foundation Inc.

 

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6. VOTING

6.1      Voting shall be by a show of hands except that any contested election at an Annual General Meeting or otherwise shall be by secret ballot. If the meeting is held online, then anonymous electronic voting is permitted.

6.2      The Common Seal (if any) is to be kept by the Secretary. The Common Seal which shall be affixed only by resolution of the Board or of a General Meeting and in the presence of two Board Members including at least one Office Bearer.

6.3      The Chairperson/President shall have a deliberative vote and shall in addition have a casting vote if votes are required.

6.4      The Chairperson/President together with the Secretary shall prepare the agenda for Board and General Meetings.

6.5      The Chairperson/President shall act as spokesperson unless an alternative spokesperson has been appointed by the Board or a General Meeting. The spokesperson shall make statements in accordance with previously agreed policy, or in an emergency following consultation with at least two Ordinary Members of the  Board.

 

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7. TREASURER

7.1      The Treasurer will maintain a Gift Fund for all gifts, deductible contributions, of money or property made to Janrua Foundation Inc.

7.2      The Treasurer will maintain a separate bank account for, fund raisers such as raffles, sponsorships or commercial activities such as sale of goods.

7.3      The Treasurer shall ensure that all monies received are paid into an account authorised by the Board in the name of the Janrua Foundation Inc. Payments shall be made in cash or bank transfer authorised/signed by either the Chairperson/ President or the Treasurer.

7.4      The Treasurer shall ensure that records are kept of all receipts and payments and other financial transactions. Such records shall be available for inspection by any member.

7.5     The Treasurer shall endure that financial budgets and statements are prepared and shall submit a report on the finances to each Board Meeting.

7.6      The Treasurer shall ensure that annual Financial Statements comprising either an account of receipts and payments and a statement of assets and liabilities – or an account of income and expenditure and a balance sheet, shall be prepared following the end of the Janrua Foundation Inc.’s financial year, which shall commence on 1st of July and end on 30st of June the following year unless altered at a General Meeting.

7.7      The Treasurer shall ensure that the annual Financial Statements are audited – if required – before presentation to the Annual General Meeting by an independent auditor, who shall be appointed by the Board, provided that if the Auditor is changed the Treasurer shall so inform the Annual General Meeting in the Treasurer’s Report.

 

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8. SECRETARY

8.1      The Secretary shall ensure that notice of meetings is given in accordance with the provisions of this constitution.

8.2      The Secretary shall ensure that records are kept of Janrua Foundation Inc. including the constitution and policies, records of members, a register of minutes of meetings and of notices, a file of correspondence, and records of submissions or reports made by or on behalf of Janrua Foundation Inc.

8.3      In the absence of the Secretary or at the request of the Secretary or of a majority of the meeting another member shall be elected as minutes’ secretary.

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9. PUBLIC OFFICER

9.1      The Board shall appoint a Public Officer (as directed in the Act.) amongst its Board Members.

9.2      The Public Officer shall notify the Australian Charity and Non-Profit Commission (ACNC) of such appointment and shall file annual reports, returns and notices as required by Law.

9.3      The Public Officer shall hold office until another person is appointed to the position by the Board.

 

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10. EMPLOYEES

10.1      An employee of the Janrua Foundation Inc. may be a member of the Janrua Foundation Inc. or any sub-committee.

10.2      A person performing paid work for the Janrua Foundation Inc. on a regular substantial basis and being a Board Member shall not take part in decisions relating to paid work and shall remain absent from deliberations relating to any worker if so requested by a majority of the Board.

 

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11. NOTICES

11.1    Written notices can be delivered and distributed by electronic mail to the registered email address of each Member and to the published email address of the Janrua Foundation Inc.

 

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12. AMENDMENT OF CONSTITUTION AND RULES

12.1    The Board by three-fourths majority vote may repeal or amend this constitution and may make, repeal or amend rules or by-laws for the proper administration of meetings or business provided that such Rules, and such repeal or amendments, shall be notified of the subsequent General Meeting.

  • The alteration shall be registered with the ACNC or any other organisation as required by the Act.
  • The registered rules shall bind the Janrua Foundation Inc. and every member to the same extent as if they have respectively signed and sealed them, and agreed to be bound by all of the provisions thereof.

 

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13. LIABILITY, PROPERTY AND DISSOLUTION

13.1    Persons who with the authority of the Board incur any debt or liability on behalf of the Janrua Foundation Inc. shall have such liability met by Janrua Foundation Inc. so that they incur no personal loss.

13.2    The income, property and fund of Janrua Foundation Inc. shall be used solely towards the promotion of the Aims & Objectives and shall not be paid or transferred to any Members or relatives of Members provided that nothing herein shall prevent any payment in good faith to any person in return for services actually rendered or to any person in furtherance of the objects of the Janrua Foundation Inc. and without undue preference.

13.3    In the event of the fund being wound up or dissolved, any surplus assets remaining after the payment of the fund’s liabilities shall be transferred to another fund, authority or institution which has similar objectives and to which income tax deductible gifts can be made.

13.4   If the Janrua Foundation Inc. shall have been approved pursuant to Section 78 of The Income Tax Assessment Act, then such other body shall also be so approved.

13.5    Janrua Foundation Inc. shall not be dissolved except by approval of not less than three fourths of the members present and voting at a General Meeting called for that purpose of which not less than one calendar month’s written notice including notice of the proposed dissolution has been distributed to all members.

13.6    If the Gift Fund is wound up or if the endorsement (if any) of the organization as a deductible gift recipient is revoked, any surplus assets of the Gift Fund remaining after the payment of liabilities attributable to it, shall be transferred to a fund, authority or institution to which income tax deductible gifts can be made.

 

14. WINDING UP

14.1    The Janrua Foundation Inc. may be wound up in the manner provided for in the Act

 

15. APPLICATION OF SURPLUS ASSETS

15.1    If after the winding up of the Janrua Foundation Inc. there remains ”surplus assets” as defined in the Act, such surplus assets shall be distributed to any organisation which has similar objects and has rules which prohibit the distribution of its assets and income to its members.

15.2    The Janrua Foundation Inc. may determine to distribute surplus assets to nominated charities. Such organisation or organisations shall be identified and determined by a resolution of members in a General Meeting.

 

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