AFSA Constitution WORKING DRAFT, APRIL-MAY 2014 Table of Contents

GUIDE TO THE DRAFT CONSTITUTION DISCUSSION

A note if you’re not used to reading a document like this – - Constitutions like this are structured to systematically show the powers and function of each part of the organisation. That can mean that parts of the structure are discussed early in the document, but then not described until later on. Therefore while reading, it’s natural to need to go back and forth a bit, and it generally makes understanding each section easier.

- Changes to the constitution are offered in text, and in comments. Therefore please read both the text and the comments throughout this document, they pose important decision points for AFSA members to make a determination on. 1. Having read this draft Constitution, do you: a. Find the structure logical and easy to understand? b. Support the structure and division of decision-making powers between each structure proposed (eg National Board, , powers given to Members)? c. Support the way decisions are to be made (by majority votes)? d. Have a view on the questions posed throughout this document that members will need to resolve at the AGM?

Objects - Do you agree with the proposed objects? (ie objectives)

Page 1 of 29 AFSA Constitution WORKING DRAFT, APRIL-MAY 2014 Table of Contents

Australian Food Alliance Inc.

Constitution

WORKING DRAFT: April-October 2014

As at 1 November 2014 Ratified at the AFSA Special General Meeting November 2014

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Guide to the Draft Constitution discussion ...... 1 Objects ...... 1 Part 1 — Preliminary ...... 5 Name 5 Definitions ...... 5 Interpretation of Constitution ...... 6 Objects ...... 6 Administration of the Australian Food Sovereignty Alliance...... 6 Changes to Constitution ...... 6 Part 2 — Membership ...... 7 a. Membership ...... 7 c. Membership register...... 7 f. Annual General Meetings ...... 8 Part 3 — National Board ...... 10 a) Powers of the National Board ...... 10 8. of National Board ...... 12 9. ...... 12 Part 4 — Executive Committee and Executive Officers ...... 13 a. Executive Officer holders ...... 13 b. Powers of the Executive ...... 13 c. Meetings of the Executive ...... 13 d. The President ...... 14 e. The Vice-President ...... 14 f. The National Secretary ...... 14 g. Treasurer ...... 14 f. Communications Officer ...... 14 g. Nominee (Regional Branch Representatives) ...... 14 h. Nominee (Fair Food Farmers United) ...... 14 i. Public Officer...... 15 j. Staff and volunteers ...... 15 Part 5 — of AFSA Officers at the Annual General Meeting ...... 16 a. Qualification for Election ...... 16 b. Nominations ...... 16 c. Returning Officer ...... 16 a. Election procedure ...... 16 Part 6 -- Casual Vacancies, Absences, Removals, Referenda ...... 17

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a. Casual vacancies of AFSA Officers ...... 17 b. Removal of Executive Officers ...... 17 c. Referenda ...... 17 Part 7 – Branches ...... 19 a. Branch Role ...... 19 b. Fair Food Farmers United Branch ...... 19 c. Regional Branches ...... 19 Part 8 -- Finances ...... 21 a. Finance, power to commit expenditure and control ...... 21 b. Budget not passed at Annual National Board Meeting ...... 22 c. Entering of contracts and Common Seal ...... 23 Part 9 Miscellaneous ...... 24 a. Standing Orders ...... 24 b. Indemnity ...... 24 c. Custody and inspection of records ...... 24 d. Commencement ...... 24 e. Conflict of Interest ...... 24 Schedule One – Forms ...... 26 Form 1 – Application for Membership ...... 26 Form 2 – Requisition for Special National Board Meeting ...... 27 Form 3 – Nomination for Election ...... 29

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PART 1 — PRELIMINARY Name The name shall be ‘Australian Food Sovereignty Alliance Inc’.

Definitions In this Constitution: ‘Absolute majority’ means more than half of the total number of votes available. ‘Act’ means the Associations Incorporation Act (ACT) 1991 ‘Annual General Meeting’ means the Annual General Meeting of the Australian Food Sovereignty Alliance Inc. as constituted under the provisions hereof. ‘AFSA Officer’ or ‘Officer’ means a member of the National Board. ‘Member’ means those individuals or organisations, which are mentioned in Part 2 of this Constitution. ‘National Board’ means the National Board of the ‘Australian Food Sovereignty Alliance Inc.’ hereafter also referred to as AFSA. ‘Executive’ means the Executive Committee of the Australian Food Sovereignty Alliance Inc. as constituted under the provisions hereof. ‘Executive Officer’ means a member of the Executive Committee of the Australian Food Sovereignty Alliance Inc. as constituted under the provisions hereof. ‘Formal Vote’ means a vote made by a delegation or members, which is included by the Returning Officer in the final count of votes made. ‘Functionary Officers’ means the President, Vice-President, Secretary, and Treasurer. ‘Informal Vote’ means a vote that is made by a delegation but which is not included by the Returning Officer in the final count of votes as described in Part 5 subsection 5.15 of the Regulations. ‘Member’ means a person or organisation who has paid the appropriate subscription fee to AFSA and whose application for membership has been approved and accepted by the National Board. ‘Regional Branch Representative’ means the persons elected under Part 3, c 1 (b) to serve on the National Board ‘Regulations’ mean the Regulations of the Australian Food Sovereignty Alliance, which are to be read and interpreted in conjunction with this Constitution.

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‘Simple majority’ means more than half of the number of voters present (contrast to an absolute majority above) ‘Subscription Fee’ means the amount per annum paid to AFSA by a Member. ‘Written notice’ implies correspondence by email, fax or post.

Interpretation of Constitution 1. The interpretation of the Constitution shall be the responsibility of the person in the Chair when the National Board is in session and shall be at all other times the responsibility of the elected President. Any such interpretations may be dissented from during a session of National Board by a simple majority of National Board, or at other times by resolution of the Executive.

Objects The objects of the Australian Food Sovereignty Alliance (AFSA) are to: 1. As part of the global food sovereignty movement, work towards a fair, diverse and democratic food system for the benefit of all Australians; 2. Coordinate activities of members; 3. Promote and assist the education and activities of fair food farmers and activists; and 4. Carry out, publish and disseminate research in such aspects of food sovereignty, food security, local food and related issues as the National Board deems necessary.

Administration of the Australian Food Sovereignty Alliance Subject to the control of the National Board as herein provided, the administration of the Australian Food Sovereignty Alliance shall be conducted by: 1. The Executive Officers and the Executive; 2. The National Board; 3. The Public Officer of the National Board; and 4. Staff

Changes to Constitution 1. The National Board may, by special resolution carried out in accordance with the Associations Incorporation Act (ACT) 1991, alter or amend this Constitution.

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PART 2 — MEMBERSHIP a. Membership 1. Members may be individuals or organisations. 2. Eligibility for membership by an individual or organisation shall be determined in accordance with the Regulations and as determined by the National Board through policy. b. General rights of members 1. A member of AFSA has the right: a. to receive notice of general meetings and of proposed special resolutions in the manner and time prescribed by this Constitution and associated Regulations; b. to submit items of business for consideration at a general meeting; c. to attend and be heard at general meetings; d. to vote at a general meeting; e. to nominate candidates for election to the National Board; f. to stand for election to the National Board; g. to have access to the minutes of general meetings and other documents of AFSA as provided under section 33 (2); and h. to inspect the register of members or the document described by section 9(2). c. Membership register 1. Where a new Member has been admitted under Part 2 section 8, the Member shall be entered in the membership register by the National Secretary. 2. Where the National Secretary is notified of the change of the name of a Member and has been provided with a certificate to that effect the register of members shall be amended to delete the old name and insert the new name. d. Subscription Fees for Members 1. The National Board may by Regulation set subscription fees for Members. 2. If the National Board has set subscription fees for Members, it may by Regulation provide that some or all of the and other rights of Members who have not paid the subscription fees by the due date are suspended until those fees are paid. e. Disputes and Mediation 1. This grievance procedure applies to disputes between:

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a. A member and a member; b. A member and AFSA. 2. The parties to the dispute must, if practicable, meet and discuss the matter in dispute with the aim of resolving it. If a physical meeting is not practicable, the parties to the dispute should discuss the dispute by phone, if appropriate. 3. If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend the meeting, a meeting should, with the agreement of all parties, be held in the presence of a mediator not involved in the dispute. If not practicable, the mediation may be conducted by phone. 4. The mediator must be: a. A person chosen by agreement between the parties; or b. In the absence of agreement, a person appointed by the Executive. c. A member of AFSA, or may be external to the organisation with the agreement of all parties and the President of AFSA. 5. The mediator, in conducting the mediation, must: a. Give the parties to the mediation process every opportunity to be heard; b. Allow due consideration by all parties of any written statement submitted by any party; and c. Ensure that natural justice is accorded to the parties to the dispute throughout the mediation process. 6. Should mediation be unsuccessful the matter will be referred to the National Executive to resolve as they see fit f. Annual General Meetings 1. AFSA must convene an Annual General Meeting (AGM) of its members each calendar year and within five months of the end of the previous financial year. 2. Members may attend the AGM in person, by teleconference or videoconference, and may delegate another member as a proxy to act on their behalf. 3. The AGM must be specified as an Annual General Meeting in the notice convening it. 4. The ordinary business of the AGM is: a) To confirm the minutes of the last preceding AGM and special general meetings held since that meeting. b) To receive from the Executive reports of the transactions of AFSA during the preceding financial year;

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c) To elect members of the National Board, including the five National Office Bearers who are also members of the Executive; and d) To receive and consider the statement submitted by AFSA in accordance with Part 5 of the Act. 5. The AGM may transact special business of which notice is given in accordance with this Constitution. 6. Members of the Executive shall have speaking rights only. 7. The National Board will distribute a proposed budget for the following financial year to members prior to the AGM. The proposed budget presented to members must include a detailed explanation of every budget line. The proposed budget will be accompanied by the present budget comparing actual expenditure. g) Culture of Decision Making 1. AFSA is committed to fostering a collaborative organizational culture, and the views and contributions of all members are welcome. 2. In all decision-making AFSA will strive to make decisions by understanding and agreement of a maximum amount of members present. 3. Voting will be used as a standard practice to make a determination particularly where there are divergent views and the need to identify a clear way forward. 4. The practice of putting forward a proposal and immediately seeking a vote, precluding discussion of compromise will be discouraged unless there is an accepted argument for urgency.

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PART 3 — NATIONAL BOARD a) Powers of the National Board 1. The National Board: a) Controls and manages the business and affairs of AFSA; b) May, subject to this Constitution and the Act, use all powers and functions as may be exercised by AFSA, other than those powers and functions that are required by this Constitution to be exercised by general meeting, referendum, or election; and c) Subject to this Constitution, the Regulations, and the Act, has the power to perform all such affairs deemed by the National Board to be essential for the proper management of AFSA. d) The National Board may by an absolute majority of votes make, alter and revoke Regulations for AFSA. e) Members must at all times comply with the Regulations as if they formed part of this Constitution. f) The National Board may by Regulation make standing orders for all AFSA meetings. b. Delegation 1. The National Board may delegate to a member of the Executive Committee, a sub-committee or staff, any of its powers and functions other than— a) this power of delegation; or b) a duty imposed on the National Board by the Act or any other law. c) The delegation must be in writing and may be subject to the conditions and limitations the National Board considers appropriate. d) The National Board may, in writing, revoke a delegation wholly or in part. c. Membership 1. Members of National Board shall be comprised as follows: a) The President, Vice President, Secretary, Treasurer, Communications Officer and two ordinary members; b) Up to seven Regional Branch Representatives elected by Branches; Comment [IB1]: AFSA needs to make a decision about whether at the AGM c) The five office bearers and two ordinary members in 1 (a) will , members will a) vote for the 7 be elected at a General Election ordinarily held at the Annual general members and then b) hold a General Meeting, which have been admitted to membership in second election at the AGM to determine accordance with this Part, described in this Constitution as national office bearers; or b) elect the office bearers and 2 ordinary members ‘Members’. directly.

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a)d) Notwithstanding any other provision of this Constitution, Fair Food Farmers United (FFFU) shall be a member of the National Board. A nominee appointed by this group shall be a voting member of the National Board. 2. The term of office for a National Board officer is for two terms from the general election at the AGM, or from the date of filling a casual vacancy to the following AGM; or 3. From the date of the special election at which they were elected, or from the date of filling a casual vacancy [see Part 6] for a position elected at a special election, until the date of the next special election. d. Meetings 1. The National Board must meet at least two times per year, in person and/or by teleconference or videoconference, one of which will ordinarily be convened during the Annual General Meeting. 2. The National Secretary must give each National Board member at least seven days’ notice of National Board meetings. The notice must state the place, date and time of the meeting and teleconference options, and the nature of the business to be transacted. 3. The quorum for National Board meetings is an absolute majority of National Board members at the time. 4. If a quorum is not reached within thirty minutes after the appointed time for the commencement of a National Board meeting, the meeting lapses. In the event that a meeting of the National Board is inquorate, members present may discuss agenda items and then seek input and decision making by email or a further meeting. 5. The Chair of each National Board meeting shall be the National Secretary, unless otherwise determined by a simple majority of members. 6. A question arising at a National Board meeting is determined by a show of hands or call of voices, unless a poll is requested by no less than five Members. The Chair declares whether a motion is carried, carried unanimously, or lost, and entry to that effect must be recorded in the Minutes Book of AFSA as evidence of resolution. 7. All National Board members are entitled to vote at a National Board meeting. 8. All Members are provided with speaking, moving and seconding rights to any National Board meeting. Other persons may be given such rights by a simple majority resolution of those present and entitled to vote. 9. A National Board member may give a proxy to another National Board member by providing written notice to the National Secretary before the meeting or to the Chair at the meeting.

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10. In cases of urgency a resolution agreed to in writing by all National Board members (except those with leave of absence) has the same effect as a resolution passed at a National Board meeting. 11. Attendance at Meetings: a) Apologies for each meeting must be submitted to the National Secretary. b) Leave of absence may be granted to National Board members by resolution passed by a simple majority. c) The position of a National Board member becomes vacant automatically if a National Board member fails to attend two National Board meetings in a row without having been granted prior leave of absence. 12. National Board meetings may be convened and held by telephone, VOIP or similar. 8. Committees of National Board 1. The National Board shall have the following standing committees: a) the Executive Committee; b) the Communications Committee; and c) the Fair Food Week Committee. 2. The National Board may create other standing or ad hoc Committees 3. These Committees will be conducted in accordance with the rules of this Constitution and provisions of the Regulations. 3.4. The Committees of AFSA will include one member of the National Board who needs to be included in major decisions. It is the responsibility of this elected Board member to identify any issues raised in the Committee that need to be escalated to the National Board. In such cases, the Committee will have the opportunity to nominate any of its members as a representative of the Committee who will then be given the opportunity to present and defend any of the Committee’s proposals that have been escalated to the National Board. 9. Policy 1. The Policy of AFSA shall be contained in the Policy Document. 2. Policy may be added, modified, or removed by resolution of the National Board. 3. Each item of Policy must be drafted in the manner National Board requires 4. In the instance of inconsistent policy, the more recent Policy shall be deemed operative, and the other Policy shall be struck down.

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PART 4 — EXECUTIVE COMMITTEE AND EXECUTIVE OFFICERS a. Executive Officer holders 1. There shall be an Executive of the National Board, which shall consist of the President, Vice-President, National Secretary, Treasurer, Communications Officer, Chair of FFFU, and one Regional Branch Secretary. 2. The Regional Branch Representative member shall be nominated by the Regional Branch Representatives - at the Annual General Meeting. 3. All members of the Executive shall be elected at the Annual General Meeting in accordance with the procedures outlined in the Regulations. The term of office for a National Board officer is for two terms from the general election at the AGM, or from the date of filling a casual vacancy to the following AGM; 4. There shall be no members of Executive other than those specified in this section. 5. Portfolio responsibilities may be assigned to AFSA Officers in addition to those described by this Constitution or the Policy of the National Board, as determined by the National Board.

b. Powers of the Executive 1. The Executive shall, on behalf of the National Board, when the National Board is not in session, in accordance with this Constitution supervise the coordination and functioning of the work of the agents, servants and officers of the National Board. The Executive shall have full power to act on behalf of the National Board when the National Board is not in session to, save for the power of delegation stipulated in Part 3 (b) above. 2. The Executive shall have the power: a. To alter any budget for which allocation was made by the National Board, but not increase the total expenses approved by the National Board. b. To decide policy not inconsistent with any order or resolution of the National Board. c. To appoint, remove and prescribe the duties of the staff and volunteers of the National Board. Appointment and removal of staff shall require a unanimous resolution of the Executive. 3. Members of the Executive who are commenting publicly on issues which are currently the subject of AFSA policy, otherwise than in their capacity as members of the Executive, shall make clear the capacity in which they are commenting. c. Meetings of the Executive 1. The Executive shall meet in accordance with the rules of this Constitution and the provisions of the Regulations

Page 13 of 29 AFSA Constitution WORKING DRAFT, APRIL-MAY 2014 Part 4 – Executive d. The President 1. The President’s duties shall be as specified in the rules of the Constitution, the provisions of the Regulations and as determined by National Board through policy. 2. The President is the Chief Executive Officer of AFSA and the official spokesperson for the organisation. 3. During times of absence they may nominate an Acting President on advice and approval from the Executive. e. The Vice-President 1. The Vice-President’s duties shall be as specified in the rules of the Constitution, the provisions of the Regulations and as determined by National Board through policy. f. The National Secretary 1. The National Secretary’s duties shall be as specified in the rules of the Constitution, the provisions of the Regulations and as determined by National Board through policy. g. Treasurer 1. The Treasurer shall be responsible for the supervision and administration of the finances and property of the National Board as specified in the rules of the Constitution, the provisions of the Regulations and as determined by National Board through policy. f. Communications Officer 1. The Communications Officer’s duties shall be as specified in the rules of the Constitution, the provisions of the Regulations and as determined by National Board through policy. g. Nominee (Regional Branch Representatives) 1. The Nominee of the Regional Branch Representatives’ duties shall be as specified in the rules of the Constitution, the provisions of the Regulations and as determined by National Board and their Branch through policy. 2. Should a vacancy occur in this position, the Regional Branch Secretaries shall nominate, and Executive shall confirm, another Regional Branch Secretary for this position. h. Nominee (Fair Food Farmers United) 1. The Nominee of Fair Food Farmers United’s duties shall be as specified in the rules of the Constitution, the provisions of the Regulations and as determined by National Board through policy. 2. Should a vacancy occur in this position, the members of Fair Food Farmers United shall nominate, and Executive shall confirm, another FFFU Nominee for this position.

Page 14 of 29 AFSA Constitution WORKING DRAFT, APRIL-MAY 2014 Part 4 – Executive i. Public Officer 1. The Public Officer of the National Board shall be appointed by the National Board, and hold office at the pleasure of the National Board. 2. On any vacancy in the office of Public Officer the Executive shall appoint an interim Public Officer at the first available opportunity to hold office until the next meeting of the National Board, at which a new Public Officer shall be appointed. 3. The Public Officer should normally be the staff member of AFSA with responsibility for AFSA’s finances, if the place of incorporation is the same state or territory in which AFSA’s national office is located. j. Staff and volunteers 1. ‘Staff’ includes people in formal paid and unpaid positions 2. All AFSA staff shall be employed or retained as volunteers on behalf of National Board by the Executive, which may take advice from a staff selection panel. 3. All staff including those in unpaid positions will be provided with an agreed position description including who they report to; and information on their legal rights. 4. The President may direct the work of staff through the appropriate staff member. 5. Except as specifically provided for in this Constitution or in the Policy of National Board, AFSA staff do not have the power to commit or bind AFSA in any manner or form.

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PART 5 — ELECTION OF AFSA OFFICERS AT THE ANNUAL GENERAL MEETING a. Qualification for Election 1. All candidates for election to office under this section shall be current members of AFSA. b. Nominations 1. Any member may nominate for a National Board position. 2. All voting processes and provisions shall be conducted in accordance with the rules within this Constitution and the Regulations. c. Returning Officer 1. The National Board shall elect a Returning Officer to conduct elections for AFSA Officers when elections are required during sessions of the Annual General Meeting. 2. The Returning Officer will conduct the elections according to the rules of this Constitution and the provisions within the Regulations. 3. Current office bearers or candidates for office of the National Board are ineligible to be Returning Officer. 4. The National Board may also appoint such Assistants to the Returning Officer as it thinks fit.

Comment [CR2]: This section has a. Election procedure suggested alterations to reflect the fact that ballots for elections may well be 1. Elections can be carried out by postal ballot, physical ballots at a conducted through email or other online meeting, or via electronic means. means, not just via postal or physical ballots at a meeting. 1.2. There shall always be a secret ballot to elect each Officer, excepting that there shall be no election for a position if there are no candidates for that position. 2.3. Each Member shall have one vote only. 4. The ballot paper, whether hardcopy or digital, for each position shall consist of the names of all nominees and a ‘Seek Another Candidate’ option. Should electors favour the ‘Seek Another Candidate’ option, The National Board must assign the duties of any positions not filled to another member. It is considered that this forms a casual vacancy and nominations are to be re-opened as per Part 6 subsection 3. 3.5. The Elections will be conducted in accordance with the rules of the Constitution and provisions within the Regulations.

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PART 6 -- CASUAL VACANCIES, ABSENCES, REMOVALS, REFERENDA a. Casual vacancies of AFSA Officers 1. A casual vacancy occurs when the incumbent resigns, passes away, becomes incapacitated, is declared bankrupt, is removed from office or otherwise vacates their position.

2. When a casual vacancy occurs in the office of the President, the Vice- President shall become the President and a casual vacancy occurs in the office of the Vice-President.

3. When a casual vacancy occurs in the offices of one of the Vice- President, National Secretary or Treasurer, the Executive shall appoint another Executive member to fill that casual vacancy until such time as an election is conducted according to Part 5 subsection Comment [IB3]: If the vacancy continues 6.4 of the Regulations. Whilst acting in the Interim office the for some time this would mean a considerable double load for one Executive member shall only be entitled to one vote. Executive Member. Suggest consideration is given to also allowing the Executive to 4. The election of any casual vacancy shall be conducted in accordance approach the Board and seek an Interim with the rules of this Constitution and the requirements of the Officer for the vacant position until it is filled. Regulations.

5. The Interim Officer will be subject to the rules and responsibilities as provided in the Constitution as applying to the position, and shall relinquish the position immediately upon the election of a new Executive member.

6. In the event of casual vacancies occurring in all functionary Executive positions simultaneously the Regional Branch Secretaries and Nominee of Fair Food Farmers United shall form an interim Executive, elect an interim President, interim National Secretary, and interim Treasurer from their number, and immediately hold elections for all Office Bearer positions using the provisions set out in [Part 5 subsection 6.5 of the Regulations]. b. Removal of Executive Officers 1. An Executive Officer may only be dismissed by a simple majority vote of a Special National Board Meeting called for that purpose. 2. Notwithstanding Part 6 subsection 54(1), failure to attend two consecutive Executive meetings without submitting apologies will be grounds for a motion to expel an Executive member. This motion must be passed with a two-thirds majority of the Executive members attending the meeting. 3. Should the Executive be unable to meet for want of quorum for two successive meetings, this shall not impact on the activation of 54(2).

c. Referenda 1. Where a referendum is held pursuant to this Constitution, the

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procedures outlined in this Constitution and the Regulations shall be followed.

2. Any motion (other than a motion under [Part 6 section 5]) which could properly be considered by National Board may be submitted to Members for decisions by Referendum in the manner provided by this Constitution.

3. Any motion governing finance shall be passed only if it is carried by a three quarter majority of the number of Members entitled to vote.

4. Any motion amending the First Schedule of this Constitution shall be passed only if it is carried by a majority of the number of Members entitled to vote.

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Comment [IB4]: Feedback on this draft PART 7 – BRANCHES constitution has predominantly consisted around questions of what branches do, a. Branch Role and what areas they represent, and whether the geographic split of Australia to 1. The role and function of the Branches is to: configure 7 branches, as suggested in 7c) is the best way forward. i. Pursue the implementation of AFSA’s goals and at Other options are: their branch scale; a) To have a branch model based on states & territories i.ii. Facilitate discussion on Branch issues; b)To allow branches to form at any scale - perhaps with a minimum imposed for equity – and then seek to be recognised ii.iii. To encourage and support Branch networks; as a branch of AFSA. Existing groups such as Fair Food Brisbane and Adelaide, iii.iv. To create and recommend policy to National Board; for eg, are unsure whether their membership will want to have determined for them that they now represent much iv.v. To enact out relevant AFSA policy as adopted by National larger regions, not least as they may well Board; have no members from outside those cities within the suggested regions.

v.vi. To give support to Members within the branch; If AFSA decides to let branches self-form and then seek recognition, the vi.vii. To deal with Branch issues and initiatives as they arise; composition of the National Board will also need to be tweaked to reflect whatever is agreed (that’s section 3) vii.viii. Participate in and give feedback to Committees as Comment [IB5]: This is a suggested new determined by National Board; and clause to make clear that the branches act both as semi-autonomous units, but as viii.ix. To facilitate and enhance the linkages between the localised parts of AFSA seeking to further Branches and AFSA members and the Executive. the agreed national agenda

b. Fair Food Farmers United Branch 1. Fair Food Farmers United is the farmers’ branch of AFSA. 2. FFFU supports the objects of AFSA as outlined in Part 1 Section 4. 3. FFFU aims to: a. provide a balanced voice to represent farmers who are at the sharp end of the impacts of free trade; b. raise awareness about the impacts of cheap imports on farmers; c. advocate for fair pricing for farmers selling to the domestic market; d. connect Australian farmers for farmer-to-farmer knowledge sharing; e. connect Australian farmers with eaters; f. be a voice for farmer-friendly regulations and standards. c. Regional Branches The Regions shall be known and defined as follows:

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a. Far Northeastern Region, which includes the Members north of Brisbane in the state of Queensland;

b. Northeastern Region, which includes the Members in and south of Brisbane in the state of Queensland;

c. Eastern Region, which includes the Members in the state of New South Wales and the Australian Capital Territory;

d. South-Eastern Region, which includes the Members in the states of Victoria and Tasmania;

e. Southern Region, which includes the Members in the state of South Australia;

f. Northern Region, which includes the Members in the Northern Territory;

g. Western Region, which includes the Members in the state of Western Australia.

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PART 8 -- FINANCES a. Finance, power to commit expenditure and control 1. Bank Accounts and Signatories

(a) All monies received by the National Board shall be paid into an account(s) current with a recognised Trading Bank or Savings Bank or guaranteed Building Society or Credit Union. Funds not needed for day to day operations may at the discretion of the Treasurer be deposited in term deposits with such institutions or other funding arrangements that are appropriate for a non-profit organisation under Generally Accepted Auditing Principles for Non-Profit Organisations.

(b) There must be a minimum of three signatories (but must include the Treasurer and President, and may include one designated staff member) for the cheque and internet banking accounts. There must be two signatories for every transaction, and at least one of them must be the Treasurer or Treasurer’s nominee. In the event that the Treasurer is unavailable to sign off any transaction, the President may do so in the Treasurer’s absence, provided that the Treasurer is informed in writing that such a transaction has taken place. A signatory shall not sign a cheque or sign off on an internet transaction made out to themselves, including the Treasurer.

(c) In the event that the Treasurer is absent from duties for an indefinite period, and has not nominated a temporary replacement, Executive will appoint a member of Executive to the position of Interim Treasurer.

2. Expenditure Guidelines

(a) It is the responsibility of the Treasurer to ensure that the overall expenditure does not exceed the annual budget approved by National Board, except where additional income, beyond the budgeted amount, has been secured.

(b) Expenditure allocated to any one budget line cannot exceed the annual allocated dollar amount approved by National Board, unless the Executive re-allocates money from another budget line.

(c) The Treasurer or the President may approve expenditure up to $1000, with the exception of payroll and petty cash. Expenditure between $1000 and $10,000 must be approved by the Executive. Expenditure over $10,000 must be approved by National Board. AFSA staff member(s) authorised by the Executive may pay for travel arrangements and normal office bills using an AFSA credit card or EFT.

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3. Credit cards (a) AFSA may issue a credit card to the President, and may issue a credit card to a staff member authorised by Executive, and any other Executive member nominated by the Executive. The limits shall be as specified in the regulations. (b) Each expense incurred above $300 on AFSA credit cards must receive prior approval by the Treasurer, and then reported at each Executive Meeting. Expenses below $300 must be approved by the Treasurer upon consolidation of the monthly credit-card statements. If any expense is not approved, the person shall be expected to reimburse AFSA in full. Any expenses incurred by the Treasurer on a credit card must be first approved by the President. (c) Any person using an AFSA credit card must provide receipts of each expense. If a person fails to do so, the Treasurer shall inform Executive, and they shall decide as to whether that person will reimburse AFSA in full. (d) Executive may remove the credit card of any Executive member or Staff member in the event of reasonable suspicion of misuse 4. Executive has the right to overturn a decision of the Treasurer to approve of, or pay for expenditure only if that expenditure: (a) did not comply with the expenditure guidelines or (b) did not have prior approval by the Treasurer where necessary or (c) was not related to AFSA business or (d) causes the associated budget line to be over budget or (e) was over $1000. (5) General Expenses (a) At the first Executive Meeting of the calendar year, the Treasurer will present Executive will the AFSA Expenditure Guidelines, as outlined in Part 13 of the Regulations. All members of Executive must sign an agreement to adhere to these guidelines. (b) All claims for reimbursement will be in accordance with procedures within this Constitution and the pursuant Regulations. b. Budget not passed at Annual National Board Meeting Notwithstanding that the Budget of the National Board has not been presented to the Annual National Board Meeting or having been presented has not been ratified by the Members any

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disbursements made in good faith by the Officers of the National Board pursuant hereto shall be binding upon the National Board. c. Entering of contracts and Common Seal (1) All contracts entered into on behalf of the National Board shall be made in the name of the National Board by the Treasurer. (2) The Executive shall procure a Common Seal for the National Board, and shall provide for its safe custody. The Treasurer of the National Board shall have custody of the Common Seal. (3) The Common Seal shall be used only by authority of National Board. Every instrument to which the Seal is affixed shall be signed by two officers of the National Board, one of whom shall be the President of the National Board or the Treasurer of the National Board, and shall be countersigned by another officer appointed by National Board for this purpose.

Page 23 of 29 AFSA Constitution WORKING DRAFT, APRIL-MAY 2014 Part 9 – Miscellaneous

PART 9 MISCELLANEOUS a. Standing Orders (1)The Standing Orders for the National Board shall be those as provided in the Regulations. b. Indemnity (1) The National Board shall be responsible for the authorised acts of its servants, agents and honorary office bearers (Executive Officers) and shall, subject to this Constitution, indemnify them in respect of payments made and personal liabilities incurred by them: (2) In the ordinary and proper conduct of the business of the National Board; and (3) In or about anything done for the preservation of the property of the National Board. c. Custody and inspection of records (1) The AFSA Office shall keep control of all books, documents and securities of AFSA. (2) All accounts, books and documents of AFSA shall be available for inspection by Members. d. Commencement This Constitution shall come into operation on 1 August 2014 and remain in operation, incorporating any amendments made by special resolution at the time at which any such resolution is passed. e. Conflict of Interest (1) All persons present at any meeting of National Board, the Executive, or otherwise shall disclose to the meeting any material or personal interest which they may have regarding a matter before the meeting. They may do this either at the commencement of the meeting, or as an item is addressed, with a preference to the former. (2) The meeting shall determine whether it would be appropriate to exclude that National Board member from speaking or voting rights for that item (3) All disclosures shall be recorded in the minutes of that meeting. (4) Should a conflict of interest become apparent during an item, no penalty may be applied to that National Board member, [though subsection 70 (2) should be considered immediately]

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(5) Should a conflict of interest become apparent proceeding the closure of the item, the meeting should decide whether it would be best to redress the item

Page 25 of 29 AFSA Constitution Second Schedule – Forms

SCHEDULE ONE – FORMS This schedule provides the guidance for forms for application, calling a Special National Board Meeting, and Nomination to the Executive Form 1 – Application for Membership Australian Food Sovereignty Alliance Inc. APPLICATION FOR MEMBERSHIP I/We (Name of individual/organisation applying for membership) apply for membership of the Australian Food Sovereignty Alliance Inc and agree to abide by the constitution thereof and agree to pay the annual membership fees. We certify that this application is made in accordance with a resolution duly passed at a meeting of held on / / (Name) (insert date) Signed Person Chairing Meeting Secretary of Meeting Dated / / Dated / /

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Form 2 – Requisition for Special National Board Meeting Australian Food Sovereignty Alliance Inc. REQUISITION FOR SPECIAL NATIONAL BOARD MEETING We (insert names of Members) 1] 2] 3] 4] 5] hereby certify to the Australian Food Sovereignty Alliance Inc that at duly convened special meetings of which at least fourteen days notice was given to all members, such meetings being convened for this purpose, a resolution was passed to requisition a special National Board Meeting of the Australian Food Sovereignty Alliance Inc with a simple majority of those present and voting. We further certify that such meeting had the required quorum. The motion(s) to be considered at this meeting is/are as follows:

Signed 1] Person Chairing Meeting Secretary of Meeting of (insert name Constituent) Dated / / Dated / / Signed 2] Person Chairing Meeting Secretary of Meeting of (insert name Constituent) Dated / / Dated / / Signed 3] Person Chairing Meeting Secretary of Meeting of (insert name Constituent) Dated / / Dated / / Signed 4] Person Chairing Meeting Secretary of Meeting of (insert name Constituent) Dated / / Dated / / Signed 5] Person Chairing Meeting Secretary of Meeting of (insert name Constituent)

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Dated / / Dated / /

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Form 3 – Nomination for Election Australian Food Sovereignty Alliance Inc. NOMINATION FOR ELECTION We hereby nominate (insert name of nominee) for the position of (insert name of position) of the Australian Food Sovereignty Alliance.

Proposer] Seconder] (insert names of persons proposing and seconding the nomination)

DECLARATION BY PROPOSER: I certify that I am a member of (insert name of Member)

(Signature of proposer) / / (Date) DECLARATION BY SECONDER: I certify that I am a member of (insert name of Member)

(Signature of seconder) / / (Date) DECLARATION OF NOMINEE: I hereby certify that under the Constitution of the Australian Food Sovereignty Alliance Inc that I am entitled to stand for election in accordance with the provisions of the constitution being a member of (insert name of Member) which is a Member of the National Board.

(Signature of candidate) / / (Date)

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