1  Name

The name of the association shall be Uganda the Pearl of Africa Victoria Association Incorporated.

2  Purposes

The purposes of the Association are:

1. To provide a forum as a platform for members to collectively address common legitimate interests, encourage social, educational, charitable and other relevant activities that mainly impact their settlement in Australia,
2. To support or help facilitations of the settlement of Members in Victoria
3. To preserve and promote Ugandan cultural and social values without undermining

Australian values

1. To provide a forum for Members to share views for the betterment of the Community
2. To educate and facilitate the exchange of information and knowledge within the Community

3  Definitions

In this Constitution, unless otherwise stated,

absolute majority means a majority of the members entitled to vote at the time; associate member means a member referred to in Section 10;

Committee means the Committee having management of the business of the

Association; committee member means a member of the Committee elected or appointed as provided for in this Constitution;

financial year means the calendar year from 1st July to 30th June of the following year;

general meeting means a general meeting of the members of the Association convened in accordance with Part 4 and includes an annual general meeting, and a special general meeting;

law refers to the relevant laws of Victoria or of the Commonwealth of Australia;

member means a member of the Association; full member means a member who is entitled to vote at a general meeting; special resolution means a resolution that requires not less than three-quarters of the members voting at a general meeting, whether in person or by proxy, to vote in favour of the resolution.

4 Powers of the Association

• The Association shall have power to do all things incidental or conducive to achieve its purposes.
• Without limiting subsection (1), the Association may—    (a) acquire, hold and dispose of real or personal property;
• open and operate accounts with financial institutions;
• invest its money in any security in which trust monies may lawfully be invested;
• raise and borrow money on any terms and in any manner as the members think fit
• secure the repayment of money raised or borrowed, or the payment of a debt or liability
• appoint agents to transact business on its behalf;
• enter into any other contract the members consider necessary or desirable.
• The Association may only exercise its powers and use its income and assets (including any surplus) for its purposes.

5 Not for profit organisation

• The Association shall not distribute any surplus, income or assets directly or indirectly to its members.
• Subsection (1) does not prevent the Association from paying a member
• reimbursement for expenses properly incurred by the member; or
• for goods or services provided by the member—

if this is done in good faith on terms no more favourable than if the member was not a member. These transitions must be authenticated by at least three committee members.

6 Eligibility

• Membership shall be open to every Ugandan and anyone who feels connected to the Association’s objectives, and resides or owns property in the State of Victoria. Membership is also open to a designated representative of any Ugandan organisation or individual owning or operating a business or a non-profit organization in Victoria.
• The association will accept Associate Membership , subject to the provisions of Section 10.
• Membership shall not automatically end when a Member ceases to meet the qualifications in/of this Section. Some reasonable cooling period will be considered, unless end of the Membership is due to gross misconduct or gross negligence.

7 Application for Membership

• To apply to become a member of the Association, a person shall submit a written application to a committee member stating that the person—
• wishes to become a member of the Association;
• supports the purposes of the Association; and      (c) agrees to comply with this Constitution.
• The application must be signed by the applicant and seconded by a member; and             (b) must be accompanied by the membership fee.

8 Annual subscription and fee on joining

• At each annual general meeting, the Association shall determine—

 (a) the amount of the annual subscription for the following financial year; and  (b) the deadline for payment of the annual subscription.

• Only qualifying members as per Section 6 shall be required to pay a joining fee and an annual subscription fee as determined by the previous Annual General Meeting.
• The rights of a member (including the right to vote) who has not paid the annual subscription by the due date shall be suspended until the subscription is paid.

9 General rights of members

• A full member of the Association shall have the right—
  • to receive notice of general meetings and of proposed special resolutions in the manner and time prescribed in this Constitution;
  • to submit items of business for consideration at a general meeting;
  • to attend and be heard at general meetings;
  • to vote at a general meeting;
  • to have access to the minutes of general meetings and other documents of the Association; and
  • to inspect the register of members or the financial records of the Association, subject to Section 54(2).
• A member is entitled to vote if—   (a) he/she is not an associate member; and

                                (b) the member's membership rights are not suspended for any reason

10 Associate members

• Associate members of the Association shall include—
  • any members under the age of 18 years; and
  • any other category of member as determined by special resolution at a general meeting.
• An associate member shall not vote or be voted into office but shall have all other rights full members have.

11 Ceasing membership

• Membership shall cease on resignation, expulsion or death.
• If a person ceases to be a member of the Association, the Secretary must, as soon as practicable, enter the date the person ceased to be a member in the register of members.

12 Resigning as a member

• A member may resign by notice in writing given to the Association.
• A member is taken to have resigned if the member's annual subscription is more than 12 months in arrears.

13 Register of members

• The Secretary shall keep and maintain a register of members that includes—

                                 (a) for each current member—

• the member's name;
• the address for notice last given by the member;
• the date of becoming a member;
• if the member is an associate member, a note to that effect;
• any other information determined by the Committee; and            (b) for each former member, the date of ceasing to be a member.

• Any member may, at a reasonable time and free of charge, inspect the register of members.

14 Annual General Meetings

• The Committee shall convene an annual general meeting of the Association to be held within five months after the end of each financial year.
• The Committee may determine the date, time and place of the annual general meeting.
• The ordinary business of the annual general meeting is as follows—
  • to confirm the minutes of the previous annual general meeting and of any special general meeting held since then;
  • to receive and consider—
    • the annual report of the Committee on the activities of the

Association during the preceding financial year; and

• the financial statements of the Association for the preceding financial year submitted by the Committee;

• every two years to elect the members of the Committee;
• to create and elect members to sub-Committees as the need arises; and
• to confirm or vary the amounts (if any) of the annual subscription and joining fee.

• The annual general meeting may also conduct any other business of which notice has been given in accordance with this Constitution.

  15 Special General Meetings

• Any general meeting of the Association, other than an annual general meeting is a special general meeting.
• Special general meetings shall be held on such a basis as the Committee may consider it necessary to convene a special general meeting; or at the request of the Members.

  16 Notice of general meetings

• The Secretary shall give to each member of the Association at least 14 days' notice of a general meeting.
• The notice shall—
  • specify the date, time and place of the meeting; and
  • indicate the general nature of each item of business to be considered at the meeting; and
  • if a special resolution is to be proposed—               (i) state in full the proposed resolution; and

                                   (ii) state the intention to propose the resolution as a special resolution.

      17 Proxies

• A member may appoint another member as his or her proxy to vote and speak on his or her behalf at a general meeting.
• The appointment of a proxy must be in writing and signed by the member making the appointment.
• The member appointing the proxy may give specific directions as to how the proxy is to vote on his or her behalf, otherwise the proxy may vote on behalf of the member in any matter as he or she sees fit.
• Notice of appointment of a proxy must be given to the Chairperson of the meeting before or at the commencement of the meeting.

   18 Use of technology

• A member not physically present at a general meeting shall be permitted to participate in the meeting by the use of technology that allows that member and the members present at the meeting to clearly and simultaneously communicate with each other.
• For the purposes of this Part, a member participating in a general meeting as permitted under sub-section (1) is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person.

  19 Quorum at general meetings

• No business shall be conducted at a general meeting unless a quorum of members is present.
• The quorum for an Annual General Meeting is the presence (physically, by proxy or as allowed under Section 18) of 10 per cent of members entitled to vote.
• If a quorum is not present within 30 minutes after the notified commencement time of a general meeting—
  • the meeting must be adjourned to a date not more than 21 days after the adjournment; and
  • notice of the date, time and place to which the meeting is adjourned must

be given to all members as soon as practicable after the meeting.

• If a quorum is not present within 30 minutes after the 2nd time to which a general meeting has been adjourned under sub-section (3)(a), the members present at the meeting (if not fewer than 10) may proceed with the business of the meeting as if a quorum were present.

   20 Voting at general meeting

• On any question arising at a general meeting—
  • subject to subsection (3), each member who is entitled to vote shall have one vote; and
  • members may vote personally or by proxy; and
  • except in the case of a special resolution, the question must be decided on a majority of votes.
• If votes are divided equally on a question, the Chairperson of the meeting shall have a second or casting vote.
• If the question is whether or not to confirm the minutes of a previous meeting, only members who were present at that meeting shall vote.

   21 Special resolutions

Where a special resolution is necessary for matters specified in this

Constitution, the resolution shall be passed if not less than three quarters of the members voting at a general meeting (whether in person or by proxy) vote in favour of the resolution.

  22 Determining whether resolution carried

• Subject to subsection (2), the Chairperson of a general meeting shall, on the basis of a show of hands, declare that a resolution has been—
  • carried; or
  • carried unanimously; or
  • carried by a particular majority; or
  • lost—

and an entry to that effect in the minutes of the meeting shall be conclusive proof of that fact.

• If a poll (where votes are cast in writing) is demanded by three or more members on any question—
  • the poll shall be taken at the meeting in the manner determined by the

Chairperson of the meeting; and

• the Chairperson shall declare the result of the resolution on the basis of the poll.

• A poll demanded on the election of the Chairperson or on a question of an adjournment shall be taken immediately.
• A poll demanded on any other question shall be taken before the close of the meeting at a time determined by the Chairperson.

  23 Minutes of general meeting

• The Committee shall ensure that minutes are taken and kept of each general meeting.
• The minutes shall record the business considered at the meeting, any resolution on which a vote is taken and the result of the vote.
• In addition, the minutes of each annual general meeting shall include—
  • the names of the members attending the meeting; and
  • proxies given to the Chairperson of the meeting under Section 17(4); and
  • the financial statements submitted to the members in accordance with

Section 14(3)(b)(ii); and

• a certificate signed by two committee members certifying that the financial statements give a true and fair view of the financial position and performance of the Association.

Division 1—Powers of Committee 24 Role and powers

• A Committee shall manage the business of the Association.
• The Committee may exercise all the powers of the Association except those powers that this Constitution or any relevant law requires to be exercised by general meetings of the members of the Association.
• The Committee may—
  • appoint and remove staff (a person or agency delegated to act on behalf of the committee);
  • establish subcommittees consisting of members with terms of reference it considers appropriate.

25 Delegation

• The Committee may delegate to a member of the Committee, a subcommittee or staff, any of its powers and functions other than—
  • this power of delegation; or
  • a duty imposed on the Committee by the Law.
• The delegation shall be in writing and subject to the conditions and limitations the Committee considers appropriate.
• The Committee may, in writing, revoke a delegation wholly or in part.

Division 2—Composition of Committee and duties of members 26 Composition of Committee

The Committee shall consist of—

• a President;
• a Vice-President;
• a Secretary
• Secretary
• a Treasurer;

(f        Asst. Treasurer

• a Publicity Secretary; and
• Two ordinary members (to be elected at the AGM).
• The Committee may co-opt into it other three members for additional special requirements.

27 General Duties

• The Committee shall be collectively responsible for ensuring that the Association complies with the Laws of Victoria and that individual members comply with this Constitution.
• Committee members shall exercise their powers and discharge their duties with reasonable care and diligence.
• Committee members shall exercise their powers and discharge their duties—
• (a) in good faith in the best interests of the Association; and
• (b) for a proper purpose.
• Committee members and former committee members shall not make improper use of—
  • their position; or
  • information acquired by virtue of holding their position— so as to gain an advantage for themselves or any other person or to cause detriment to the Association.
• The Committee shall receive and approve reports and recommendations from sub-Committees created under Section 14(3)(d).
• In addition to any duties imposed by this Constitution, a committee member shall perform any other duties imposed from time to time by resolution at a general meeting.

28 President and Vice -President

• Subject to subsection (2), the President or, in the President's absence, the VicePresident shall be the Chairperson for any general meetings and for any committee meetings.
• If the President and the Vice-President are both absent, or are unable to preside, the Chairperson of the meeting shall be—
  • in the case of a general meeting—a member elected by the other members

present; or

• in the case of a committee meeting—a committee member elected by the other committee members present.

• The President or, in the President’s absence, the Vice-President shall be the official representative of the Association. The Committee may appoint any other person officially to represent the Association instead of the President or VicePresident.

29 Secretary

• The Secretary shall perform any duty or function required under Victorian Law to be performed by the secretary of an incorporated association.
• The Secretary shall—
  • maintain the register of members in accordance with Section 13; and
  • keep custody of the common seal of the Association and all books, documents and securities of the Association; and
  • subject to this Constitution, provide members with access to the register of members, the minutes of general meetings and other books and documents; and
  • perform any other duty or function imposed on the Secretary by this Constitution.

30 Treasurer

• The Treasurer shall—
  • receive all moneys paid to or received by the Association and issue receipts for those moneys in the name of the Association; and
  • ensure that all moneys received are paid into the account of the Association within five working days after receipt; and
  • make any payments authorised by the Committee or by a general meeting of the Association from the Association's funds.
  • keep the financial records of the Association; and
  • provide a quarterly financial report to the Committee; and
  • coordinate the preparation of the financial statements of the Association and their certification by the Committee prior to their submission to the annual general meeting of the Association.
• The Treasurer must ensure that at least one other committee member has access to the accounts and financial records of the Association.

31Publicity Secretary

The Publicity Secretary shall establish a plan to maintain and encourage involvement in the activities of the Association, including meetings and gatherings; initiate social activities; and perform any other activities that the Committee may from time to time assign to him or her.

Division 3—Election of Committee members and tenure of office 32 Eligibility to be a Committee member

A member shall be eligible to be elected or appointed as a committee member if the member—

• is 18 years or over; and
• is entitled to vote at a general meeting.

33 Nominations

• Prior to the election of each position, the Chairperson of the meeting shall call for nominations to fill that position.
• An eligible member of the Association may—
  • nominate himself or herself; or
  • with the member's consent, be nominated by another member.

34 Election to specific positions

• At the annual general meeting, after two years of holding the position separate elections shall be held for each of the following positions—

(a)President;

(b)Vice-President;

(c)Secretary;

 (d)Asst. Secretary (e)Treasurer;

(f)Asst. Treasurer

(g)Publicity Secretary

(h)Two elected committee members.

• The committee may co-opt to it up to three members for additional special requirements. When the committee exercises this option, members must be informed, as soon as practicable, of the co-opted members and the special requirement for each.
• If only one member is nominated for the position, the Chairperson of the meeting shall declare the member elected to the position.
• If more than one member is nominated, a ballot shall be held in accordance with Section 36.
• On his or her election, the new President may take over as Chairperson of the meeting.

35 Election of ordinary members

• A single election may be held to fill all of those positions.
• If the number of members nominated for the position of ordinary committee member is less than or equal to the number to be elected, the Chairperson of the meeting shall declare each of those members to be elected to the position.
• If the number of members nominated exceeds the number to be elected, a ballot shall be held in accordance with Section 36.

36 Ballot

• If a ballot is required for the election for a position, the Chairperson of the

meeting shall appoint a member to act as returning officer to conduct the ballot.

• The returning officer shall not be a member nominated for the position.
• Before the ballot is taken, each candidate may make a short speech in support of his or her election.
• The election shall be by secret ballot.
• If the ballot is for a single position, the voter shall write on the ballot paper the name of the candidate for whom they wish to vote.
• If the ballot is for more than one position—
  • the voter shall write on the ballot paper the name of each candidate for whom they wish to vote;
  • the voter shall not write the names of more candidates than the number to be elected.
• Ballot papers that do not comply with subsection (6)(b) shall not be counted.
• The returning officer shall declare elected the candidate or, in the case of an election for more than one position, the candidates who receive the most votes.
• If the returning officer is unable to declare the result of an election under subsection (8) because two or more candidates received the same number of votes, the returning officer shall—
  • conduct a further election for the position in accordance with subsections

(4) to (8) to decide which of those candidates is to be elected; or

• with the agreement of those candidates, decide by lot which of them is to be elected.

37 Term of office

• Subject to subsection (3) and Section 38, the elected committee will hold office for a period of two years (elections at every second year). A member shall hold office until the positions of the Committee are declared vacant at the next Annual General Meeting.
• A committee member may be re-elected.
• A general meeting of the Association may—
  • by special resolution remove a committee member from office; and
  • elect an eligible member of the Association to fill the vacant position in accordance with this Constitution.

38 Vacation of office

• A committee member may resign from the Committee by written notice addressed to the Committee.
• A person shall cease to be a committee member if he or she—
  • ceases to be a member of the Association; or
  • fails to attend three consecutive committee meetings (other than special or

urgent committee meetings) without leave of absence under Section 48; or  (c) otherwise ceases to be a committee member.

39 Filling casual vacancies

• The Committee may appoint an eligible member of the Association to fill a position on the Committee that—
  • has become vacant under Section 38; or
  • was not filled by election at the last annual general meeting.
• If the position of Secretary becomes vacant, the Committee shall appoint a member to the position within 14 days after the vacancy arises.
• Section 37 shall apply to any committee member appointed by the Committee under subsection (1) or (2).
• The Committee may continue to act despite any vacancy in its membership.

Division 4—Meetings of the Committee 40 Meetings of the Committee

• The Committee shall meet on a monthly basis or as deemed appropriate by the Committee at a date, time and place determined by the Committee.
• Special committee meetings may be convened by the President or by any four members of the Committee.
• Unless otherwise specified and required by the person convening the meeting, committee meetings shall be open to other Members of the Association. 41Notice of meetings
• Notice of each committee meeting shall be given to each member no later than seven days before the date of the meeting.
• Notice may be given of more than one committee meeting at the same time.
• The notice shall state the date, time and place of the meeting.
• If a special committee meeting is convened, the notice shall include the general nature of the business to be conducted.
• The only business that may be conducted at the meeting is the business for which the meeting is convened.

42  Urgent meetings

• In cases of urgency, a meeting can be held without notice being given in accordance with Section 41 provided that as much notice as practicable is given to each committee member by the quickest means practicable.
• Any resolution made at the meeting shall be passed by an absolute majority of the Committee.
• The only business that may be conducted at an urgent meeting is the business for which the meeting is convened.

43 Use of technology

• A committee member who is not physically present at a committee meeting may participate in the meeting by the use of technology that allows that committee member and the committee members present at the meeting to clearly and simultaneously communicate with each other.
• For the purposes of this Part, a committee member participating in a committee meeting as permitted under subsection (1) is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person.

44 Quorum

• No business may be conducted at a Committee meeting level unless a quorum is present
• The quorum for a committee meeting shall be the presence in person or as allowed under Section 43 of five committee members.
• If a quorum is not present within 30 minutes after the notified commencement time of a committee meeting—
  • in the case of a special meeting—the meeting shall lapse;
  • in any other case—the meeting shall be adjourned to a date no later than 14 days after the adjournment and notice of the time, date and place to which the meeting is adjourned must be given in accordance with Section 41.

45 Voting

• On any question arising at a committee meeting, each committee member present at the meeting shall have one vote.
• A motion shall be carried if a majority of committee members present at the meeting vote in favour of the motion.
• Subsection (2) shall not apply to any motion or question, which is required by this Constitution to be passed by an absolute majority of the Committee.
• If votes are divided equally on a question, the Chairperson of the meeting shall have a second or casting vote.
• Voting by proxy shall not be permitted.

46 Conflict of interest

• A committee member who has a material or personal interest in a matter being considered at a committee meeting shall be required to disclose the nature and extent of that interest to the Committee.
• The member—
  • shall not be present while the matter is being considered at the meeting; and
  • shall not vote on the matter.
• This provision shall not apply to a material or personal interest that the member has in common with all, or a substantial proportion of, the members of the Association.

47 Minutes of meeting

• The Committee shall ensure that minutes are taken and kept of each committee meeting.
• The minutes shall record:
  • the names of the members in attendance at the meeting;
  • the business considered at the meeting;
  • any resolution on which a vote is taken and the result of the vote;               (d) any material personal interest disclosed under Section 46.

48 Leave of absence

• The Committee may grant a committee member leave of absence from committee meetings for a period not exceeding three months.
• The Committee shall not grant leave of absence retrospectively unless it is satisfied that it was not feasible for the committee member to seek the leave in advance.

49 Source of funds

The Association shall derive its funds from joining fees, annual subscriptions, donations, fund-raising activities, grants, interest and any other sources approved by the Committee.

50 Management of funds

• The Association shall open an account with a financial institution from which all expenditure of the Association is made and into which all of the Association's revenue is deposited.
• Subject to any restrictions imposed by the general meeting of the Association, the Committee shall approve expenditure on behalf of the Association.
• The Committee shall authorise the Treasurer to expend funds on behalf of the Association up to a specified limit without requiring approval from the Committee for each item on which the funds are expended.
• All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by two committee members.
• Unless otherwise specified by the Committee, the two members in subsection

(4) shall be the President and the Treasurer.

• All funds of the Association shall be deposited into the financial account of the Association no later than five working days after receipt.
• The Association shall not authorise a loan of the Association’s funds to any individual, organisation, or government agency.

51 Financial records

• The Association shall keep financial records that—
  • correctly record and explain its transactions, financial position and performance; and
  • enable financial statements to be prepared as required by Law.
• The Association shall retain the financial records for seven years after the transactions covered by the records are completed.
• The Treasurer shall keep in his or her custody, or under his or her control—
  • the financial records for the current financial year; and
  • any other financial records as authorised by the Committee.

52 Financial statements

• For each financial year, the Committee shall ensure that the requirements under Victorian Law relating to the financial statements of the Association are met.
• Without limiting subsection (1), those requirements shall include—          (a) the preparation of the financial statements;
  • if required, the review or auditing of the financial statements;
  • the certification of the financial statements by the Committee;
  • the submission of the financial statements to the annual general meeting of the Association;
  • the lodgement with the Registrar of Incorporated Associations the financial statements and accompanying reports, certificates, statements and fee.

53 Registered address

The registered address of the Association shall be the address determined from time to time by resolution of the Committee.

54 Custody and inspection of books and records

• Member(s) may on reasonable written request inspect free of charge—
  • the register of members;
  • the minutes of general meetings;
  • subject to subsection (2), the financial records, books, securities and any other relevant document of the Association, including minutes of Committee meetings.
• The Committee may refuse to permit a member to inspect records of the Association that relate to confidential, personal, employment, commercial or legal matters or where to do so may be prejudicial to the interests of the Association.
• For purposes of this Section—

relevant documents means the records and other documents, however compiled, recorded or stored, that relate to the incorporation and management of the Association and includes the following—

• its membership records;
• its financial statements;
• its financial records;
• records and documents relating to transactions, dealings, business or property of the Association.

55   Resolution of Disputes

• Where a dispute arises in the committee in the conduct of the Association’s business, or where a dispute arises among members requiring the attention of the committee, the committee shall appoint, with the consent of the parties involved in the dispute, a member who is not involved in the dispute, to mediate between the parties.
• If the member appointed by the committee in subsection (1) is unable to settle the dispute, each of the two parties involved in the dispute shall appoint one arbitrator. The two arbitrators shall in turn appoint one more arbitrator, who will chair the arbitration. In case the two arbitrators fail to appoint a neutral arbitrator, the President of the Association, if not part of the dispute, shall appoint the third arbitrator.

56 Winding up and cancellation

• The Association may be wound up voluntarily by special resolution.
• The special resolution to wind up the Association shall also indicate the body to which the surplus assets of the Association are to be given.

57 Amendment of the Constitution

This Constitution shall only be amended by special resolution of a general meeting of the Association.