Constitution

Further amendments to the original version dated February 2003, as amended in 2013, were approved by the Council at its Annual General Meeting on 29^th August 2020

A. Name

The name of the Council is the NEW SOUTH WALES ECUMENICAL COUNCIL and became the NEW SOUTH WALES ECUMENICAL COUNCIL INCORPORATED. after it was incorporated under the Associations Incorporation Act 1984 (hereinafter called “the Council”).

B. Statement of Objects

1. Basis

The Council is based on the acknowledgment of the Lord Jesus Christ as God and Saviour according to the scriptures and the readiness of the churches to fulfil their common calling to the glory of the one God, Father, Son and Holy Spirit.

2. Objects

The Council exists:-

(a) to bear witness to the unity of the Church as both gift and calling and, in the guidance of the Holy Spirit, to promote a more profound communion- Koinonia;

(b) to be an instrument of the churches in New South Wales whereby they may grow in the understanding and fulfilment of their common calling to unity and to mission;

to facilitate the quest for unity in the Church by enabling the churches

to address together causes of division in the faith and order of the Church, and

to pray together, acknowledging their common heritage in worship;

(d) to encourage understanding of, and participation in, the world-wide mission of God;

(e) to resource and support the churches in that mission, so that, by joint study, consultation, reflection and action,

they may confront men and women more authentically with the gospel of Jesus Christ, and

they may respond more effectively to human need and to the scriptural imperative to seek justice for people everywhere;

(f) to bear witness to the gospel by promoting dialogue with people of other faiths and ideologies in New South Wales.

C. Rules

1. Membership

1.1 Membership shall be open to churches in New South Wales which are willing to co-operate in fulfilling the objectives of the Council. New South Wales may be taken here and elsewhere in this Constitution to include the Australian Capital Territory.

1.2 All member churches of the National Council of Churches in Australia shall have the right to be members of the Council.

1.3 Other churches may be elected to membership of the Council on the affirmative vote of a three-fourths majority of the persons who, being entitled, attend and vote at the Council Meeting, provided that the Executive Committee shall have first considered the application and reported thereon to the Council Meeting, and provided also that at least sixty (60) day’s notice specifying the intention to consider the matter has been given in accordance with these Rules.

2. Cessation of membership

2.1 A church which is a member of the Council ceases to be a member of the Council if the church resigns membership by notice to the General Secretary.

2.2 If a member church ceases to be a member, an appropriate entry will be made in the Register of Members recording the date on which the member church ceased to be a member.

3. Membership entitlement is not transferable

3.1 A right, privilege or obligation which a church has by reason of being a member of the Council:-

(a) is not capable of being transferred or transmitted; and

terminates on cessation of the church’s membership.

4. Register of Members

4.1 The public officer of the Council must establish and maintain a Register of Members of the Council specifying the name and address of each church which is a member of the Council together with the date on which the church became a member.

4.2 The Register of Members must be kept at the principal place of administration of the Council and must be open for inspection, free of charge, by any member church or representative of a member church who is entitled to vote at a Council Meeting, at any reasonable hour.

5. Fees and Subscriptions

5.1 No fees or subscriptions are payable by the member churches to the Council.

5.2 Member churches will, as far as they are able, make the annual budgeted financial contributions to support the Council

6. Members’ Liabilities

6.1 A member church is not liable to contribute towards the payment of the debts and liabilities of the Council or the costs, charges and expenses of winding up of the Council.

7. Resolution of Internal Disputes

7.1 Disputes between a member church and the Council, are to be referred to the National Council of Churches in Australia for mediation by such persons as the National Council shall nominate.

7.2 The Council shall endeavour to mediate disputes between member churches and shall at its discretion refer them for mediation by such persons as the Council shall nominate or to the National Council of Churches in Australia for mediation by such persons as the National Council shall nominate.

8. Association

8.1 The Council shall be in association with the National Council of Churches in Australia which is associated with the World Council of Churches and shall consult with the National Council of Churches in Australia and related Councils in other States before acting on matters that affect either the National Council of Churches in Australia, the Councils in other States, or both.

9. Authority

9.1 The Council may advise, provide opportunity for united action by, and, where that authority is committed to it, take action on behalf of the member churches.

9.2 The Council may speak and act on its own behalf as a Council.

10. General Meetings of the Council

10.1 The Council shall act through its general meeting (“Council Meeting”) which shall be composed of:-

(a) Representatives of the member churches, being:-

(i) The Heads of member churches or their alternates; and

(ii) Two other Representatives appointed by each member church, or Diocese, which belongs to the Council. The Uniting Church, Synod of NSW and the ACT, may nominate four representatives.

(b) The General Secretary who shall have the right to vote except on resolutions which are proposed as special resolutions;

The Honorary Treasurer Who shall have the right to vote except on resolutions which are proposed as special resolutions.

For the purposes of this Rule 10.1 the word “ministers” shall be interpreted by each member church in accordance with its own policy.

10.2 The following persons may attend Council Meetings:-

One Consultant appointed by each division of work of the Council.

A Consultant shall have the right to speak and move motions, but not the right to vote.

(b) Two Observers appointed by each of such non-member churches and Christian organisations of ecumenical character as are invited to do so

by the Council, and by each associated Inter-Church Council. An Observer shall have the right to speak but not to move motions or to vote.

(c) Such members of staff of the Council as the Council may invite to attend Council Meetings. A staff member so invited shall have the right to speak and move motions but not to vote.

10.3 Each member church may appoint alternate Representatives to the Representatives referred to in Rule 10.1(a) and the alternate representatives may attend all Council Meetings and speak thereat but may move motions or vote only when the Representative is not present.

10.4(a)Upon request by any person entitled to vote at a Council Meeting, a motion shall not be declared carried unless there are Representatives of more than two member churches voting in the affirmative.

(b) Subject to paragraph (a) and Rule 1.3, a motion (other than a motion which is proposed as or may only be proposed as a special resolution) shall be declared carried if the majority of the persons attending and voting at the General Meeting vote in the affirmative.

10.5 The Council shall hold a Council Meeting at least once each calendar year, which will also be the Annual General Meeting of the Council.

10.6 The quorum for a Council Meeting shall be fifteen (15) Representatives from at least five (5) member churches.

10.7 (a) With the exception of the first annual Council Meeting following incorporation, the Council must, at least once in each calendar year and within the period of 6 months after the expiration of each financial year of the Council, convene an annual Council Meeting.

(b) The Council must hold its first annual Council Meeting after incorporation:-

within the period of 18 months after its incorporation under the Associations Incorporation Act, 1984 (“the Act”); and

(ii) within the period of 6 months after the expiration of the first financial year of the Council.

(c) Paragraphs (a) and (b) have effect subject to any extension or permission granted by the Director General of the Department of Fair Trading under section 26(3) of the Act.

10.8 (a) Council Meetings shall, subject to the Act and to Rule 10.7, be convened on such dates and at such places and times as the Executive Committee thinks fit.

(b) Notice of a Council Meeting shall be given to each person who is entitled to attend and vote at the Meeting.

10.9 (a) In addition to any other business which may be transacted at an annual Council Meeting, the business of an annual Council Meeting is:-

(i) to confirm the minutes of any preceding Council Meeting which have not previously been confirmed at a Council Meeting;

(ii) to receive from the Executive Committee reports on the activities of the Council during the last preceding financial year;

(iii) to elect the officers of the Council and the other members of the Executive Committee who are appointed by the Council;

(iv) to receive and consider the statement which is required to be submitted to members under section 26(6) of the Act.

(b) An annual Council Meeting must be specified as such in the notice convening it.

10.10 (a) The Executive Committee may, whenever it thinks fit, convene a special Council Meeting.

(b) The Executive Committee must, on the requisition in writing of at least two (2) member churches, convene a special Council Meeting.

(i) must state the purpose or purposes of the meeting; and

(ii) must be signed by the member churches making the requisition and for this purpose, a requisition signed by at least one of the Representatives of a member church under Rule 10.1(a) shall be taken to be signed by the member church; and

(iii) must be lodged with the General Secretary; and

may consist of several documents in a similar form, each signed by one or more of the member churches making the requisition.

(d) If the Executive Committee fails to convene a special Council Meeting to be held within 1 month after that date on which a requisition of member churches for the meeting is lodged with the General Secretary, any one or more of the member churches which made the requisition may convene a special Council Meeting to be held not later than 3 months after that date.

(e) A special Council Meeting convened by a member church or member churches as referred to in paragraph (d) must be convened as nearly as is practicable in the same manner as Council Meetings are convened by the Executive Committee.

10.11 At a general meeting:-

(a) the President or, in the President’s absence, a Vice President, is to preside; or

(b) if the President and the Vice President are absent or unwilling to act, such one of the remaining Representatives of member churches referred to in Rule 10.1(a) as may be chosen by the Representatives present at the meeting is to preside.

10.12 (a) A Council Meeting may be held by members communicating with each other by any technological means by which they are able simultaneously to hear each other and participate in discussion.

(b) Members of the Council need not all be physically present in the same place for a meeting to be held.

(c) A member of the Council who participates in a meeting of the Council held in accordance with this Rule is taken to be present and shall be entitled to vote at the meeting.

(d) The Executive Committee may determine whether a Council Meeting is to be held electronically or in part electronically or using any other technological means by which participants in the Council Meeting are able simultaneously to hear each other and participate in discussion.

11. Officers of the Council

11.1The officers of the Council shall be:-

(a) a President;

two Vice-Presidents;

a General Secretary, who may be an Honorary General Secretary;

an Honorary Treasurer.

11.2 The President and Vice-Presidents shall be elected annually from among the Representatives of member churches referred to in Rule 10.1(a).

11.3 The Honorary Treasurer shall be elected annually, but not necessarily from among the Representatives of member churches referred to in Rule 10.1(a).

11.4 The office of President shall not be held by any person for more than one term, being two (2) consecutive years, extendable to three (3) years by the Council Meeting on the recommendation of the Executive Committee.

11.5 The appointment of the General Secretary shall be made by the Executive Committee, and for periods not exceeding three (3) years.

11.6 In the event of casual vacancies occurring in the positions stated in Rule 11.1, the Executive Committee has authority to make appointments to fill such vacancies and the persons so appointed will hold office until the following annual Council Meeting of the Council.

The General Secretary shall be appointed as the Public Officer unless the Executive Committee determines otherwise.

12. Executive Committee

12.1 The Council shall appoint an Executive Committee which is empowered to act on behalf of the Council between Council Meetings in respect of any of the responsibilities of the Council except such as the Council Meeting may determine.

12.2 The Executive Committee shall consist of:-

(a) The officers of the Council;

(b) Nine members appointed annually by the Council Meeting from among the Representatives of the member churches;

12.3 The following persons may attend meetings of the Executive Committee:-

(a) One representative from each division of work of the Council appointed by the Committee of such division of work. Such representatives shall have the right to speak and move motions and to vote;

(b) Such staff members of the Council as the Executive Committee may invite to attend its meetings. A staff member so invited shall have the right to speak and move motions but not to vote;

(c) One Observer appointed by each non-member church which has been invited to appoint observers to the Council Meeting. Observers may speak but not move motions or vote.

12.4 Each member of the Executive Committee appointed pursuant to Rule 12.2(b) shall have the right to appoint from among the Representatives of member churches referred to in Rule 10.1(a) a person who may attend meetings of the Executive Committee as an alternate for that member in his/her absence.

12.5 For the purposes of these Rules, a casual vacancy in the office of a member of the Executive Committee occurs if the member:-

dies; or

(b) resigns office by notice given to the General Secretary; or

becomes a mentally incapacitated person.

12.6(a)The Executive Committee shall meet at least five (5) times a year on such dates and at such places and times as the Executive Committee may determine.

(b) Additional meetings of the Executive Committee may be convened by the President or by any five (5) members of the Executive Committee.

12.7 Oral, written, faxed or e-mailed notice of a meeting of the Executive Committee must be given by the General Secretary to each member of the Executive Committee at least 48 hours (or such other period as may be unanimously agreed on by the members of the Executive Committee) before the time appointed for the holding of the meeting.

12.8 The quorum for a meeting of the Executive Committee shall be eight (8) voting members from at least four (4) member churches.

12.9 No business is to be transacted by the Executive Committee unless a quorum is present and if, within half a hour of the time appointed for the meeting, a quorum is not present, the meeting is to stand adjourned to the same place at the same hour of the same day in the following week.

12.10 (a) A meeting of the Executive Committee may be held by members communicating with each other by any technological means by which they are able simultaneously to hear each other and participate in discussion.

(b) Members of the Executive Committee need not all be physically present in the same place for a meeting to be held.

(c) A member of the Executive Committee who participates in a meeting of the Executive Committee held in accordance with this Rule is taken to be present and shall be entitled to vote at the meeting.

12.11 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.

12.12 At a meeting of the Executive Committee:-

(a) the President or, in the President’s absence, a Vice-President is to preside; or

(b) if the President and the Vice-Presidents are absent or unwilling to act, such one of the remaining members of the Executive Committee as may be chosen by the members present at the meeting is to preside.

13. Divisions of Work

13.1 The Council shall have the power to establish such divisions of work as are necessary to carry out its objectives.

13.2 The composition and terms of reference of committees responsible for each division of work shall be determined from time to time by the Council Meeting or Executive Committee.

13.3 The convenor of the committee responsible for a division of work shall generally be appointed from the Representatives of member churches on the Council.

13.4 Committee membership need not be restricted to members of member churches.

13.5 Committees shall report to each annual Council Meeting.

14. Associated Inter-Church Councils

14.1 Local or regional councils of churches for areas within New South Wales or the Australian Capital Territory (“Inter-Church Councils”) may apply to be associated with the Council.

14.2 An Inter-Church Council applying for association with the Council shall submit its application and a copy of its constitution to the Executive Committee and the Executive Committee may grant association.

14.3 An Inter-Church Council granted association with the Council shall have the right to appoint two Observers to attend Council Meetings and to use the designation “in association with the New South Wales Ecumenical Council”.

15. Finance

15.1 The finance of the Council shall be administered on the basis of a budget approved annually by the Council Meeting.

15.2 The Council’s primary sources of income shall be:-

(a) contributions from member churches;

(b) gifts, donations and bequests from organisations and individuals, and any special appeals.

15.4 The Honorary Treasurer shall supervise the due receipting, banking and transmitting of funds received by the Council.

15.5 The Council shall have the power to open and operate such banking accounts as are necessary and to appoint signatories thereto.

The Council may contract out the operation of the accounts.

15.6 Financial statements shall be presented to the Executive Committee at least quarterly and the audited financial statement shall be presented to the annual Council Meeting.

16. Special Resolution

16.1 A resolution of the Council is a special resolution:-

(a) if it is passed by a majority which comprises at least three-quarters of such member churches of the Council as, being entitled under these Rules so to do, vote by their representatives at a Council Meeting of which at least 21 days’ notice specifying the intention to propose the resolution as a special resolution was given in accordance with these Rules;

(b) where it is made to appear to the Director General of the Department of Fair Trading that it is not practicable for the resolution to be passed in the manner specified in paragraph (a), if the resolution is passed in a manner specified by the Director General; or

(c) a member church shall be taken to have voted for or against a proposed resolution if a majority of its Representatives attending and voting at the Council Meeting vote for or against the proposed resolution, as the case may be.

17. Amendment to Constitution, Statement of Objects or Rules

17.1 The Statement of Objects or these Rules or this Constitution may be altered, rescinded or added to only by a special resolution of the Council passed at a Council Meeting.

17.2 An amendment to this constitution or the Statement of Objects or the Rules may only be made after previous consideration of the proposal by the Executive Committee. Notice of proposed amendments shall be given to the General Secretary at least thirty (30) days before the date of the Council Meeting at which it is intended to propose the resolution as a special resolution.

18. Dissolution

18.1 The Council shall be dissolved in the event of the number of member churches becoming less than three (3), or upon a resolution for dissolution being passed as a special resolution at a Council Meeting.

18.2 Upon dissolution, and after payment of all expenses and liabilities, any funds remaining shall be “dispersed to projects which were initiated by the Council, or to member churches, as determined by the Council on the recommendation of the Executive Committee.

19. Common Seal

19.1 The common seal of the Council must be kept in the custody of the public officer.

19.2 The common seal must not be affixed to any instrument except by the authority of the Executive Committee and the affixing of the common seal must be attested by the signatures either of 2 members of the Executive Committee or of 1 member of the Executive Committee and of the public officer or General Secretary.

20. Custody of Books

20.1 Except as otherwise provided by these Rules, the public officer must keep in his or her custody or under his or her control all records, books and other documents relating to the Council.

21. Inspection of Books

21.1 The records, books and other documents of the Council must be open to inspection, free of charge, by a member church at any reasonable hour except where privacy or confidentiality is required by the Privacy Act 1988 or any other legislative requirement and any policy reasonably adopted by the Council to comply with statutory requirements.

22. Service of Notices

22.1 For the purpose of these Rules, except as provided in Rule 12.7, a notice may be served on or given to a person:

by delivering it to the person personally, or

by sending it by pre-paid post to the address of the person, or

by sending it by facsimile transmission or some other form of electronic transmission to an address specified by the person for giving or serving the notice.

22.2 For the purpose of these Rules, a notice is taken, unless the contrary is proved, to have been given or served:

(a) in the case of a notice given or served personally, on the date on which it is received by the addressee, and

(b) in the case of a notice sent by pre-paid post, on the date when it would have been delivered in the ordinary course of post, and

(c) in the case of a notice sent by facsimile transmission or some other form of electronic transmission, on the date it was sent, or if the machine from which the transmission was sent produces a report indicating that the notice was sent on a later date, on that date.

22.3 Accidental omission to give notice of a meeting or of a proposed resolution or non-receipt of a notice shall not thereby invalidate a meeting or the passing of the resolution unless legislation so requires.

Constitution dated February 2003, amended by the decision of the Annual General Meeting on 15 June 2013 and on 29 August 2020, on the recommendation of the Executive Committee.