Constitution but It Is Taking Time to Do and We Were Trying to Have It Done by June but Obviously We Have Not, Sorry! Connee CONSTITUTION

NB: We are presently Updating our constitution but it is taking time to do and we were trying to have it done by June but obviously we have not, sorry! connee CONSTITUTION

HAPI Heritage-culture Arts Promotions Inc Incorporated 1996: Y2395214 – ABN: 56 954 409 361 PO Box 987 Queanbeyan 2620 mb: 042158602

HAPI constitution – page 1 HAPI

Heritage-culture Arts Promotions Inc PO Box 987 Queanbeyan 2620 INCORPORATED - 1996 - Y2395214 ABN: 56 954 409 361 A CHARITABLE INSTITUTION gifts of $2 or more are tax deductible

HAPI constitution – page 2 CONTENTS HAPI: Objective p.1 The Project p.2 Contents p.3 Map–Twelve Apostles p.4-5 Rusten p.6

PART 1 PRELIMINARY 1 Definitions ...... 2 PART 2 MEMBERSHIP 2 Membership generally ...... 3 3 Nomination for membership ...... 3 4 Cessation of membership ...... 9 5 Membership entitlements not transferable ...... 9 6 Resignation of membership ...... 9 7 Register of members ...... 10 8 Fees and subscriptions ...... 10 9 Members’ liabilities ...... 10 10 Resolution of disputes ...... 11 11 Disciplining of members ...... 11 12 Right of appeal of disciplined member ...... 12 PART 3 THE BOARD 13 Powers of the board ...... 12 14 Composition and membership of the board ...... 13 15 Election of board members ...... 13 16 Chief executive officer/ project manager ...... 14 17 Secretary ...... 15 18 Treasurer ...... 15 19 Casual vacancies ...... 15 20 Removal of board members ...... 16 21 Board meetings and quorum ...... 16 22 Delegation by board to committee ...... 17 23 Voting and decisions ...... 18 PART 4 GENERAL MEETING 24 Annual general meetings – holding of ...... 18 25 Annual general meetings – calling of and business at ...... 19 26 Special general meetings – calling of ...... 19 27 Notice ...... 20 28 Quorum for general meeting ...... 21 29 Presiding member ...... 21 30 Adjournment ...... 22 31 Making of decisions ...... 22 32 Special resolutions ...... 23 33 Voting ...... 23 34 Proxy votes ...... 23 35 Postal ballots ...... 23 PART 5 CHARITABLE INSTITUTION 36 Charitable institution – endorsement ...... 24 37 Funds – source ...... 25 38 Funds – management ...... 25 39 Assets – audit ...... 26 40 Objectives and activities ...... 27 41 Twelve Apostles project ...... 28 42 Twelve Apostles committee ...... 28 43 Twelve Apostles background ...... 29 44 Copyright and moral rights ...... 31 PART 6 MISCELLANEOUS 45 Insurance ...... 32 46 Change of name, objects and constitution ...... 32 47 Custody of books and common seal etc ...... 32 48 Inspection of books etc ...... 32 49 Service of notices ...... 32 50 Public officer and patron ...... 32 51 Financial year ...... 33 52 Awards ...... 34 53 Forms and appendices ...... 34-40 HAPI constitution – page 3 Queanbeyan’s 1838 Cultural Square Mile Before Canberra Twelve HAPI Apostle Sites 1 Father of Canberra–John Gale 2 Hollywood Star–E.Morton S SW W 3 Mateship–H.McInnes CANBERRA 4 ‘Fish River’ Fishing–WB.Freebody CAMERON AVE ROAD 5 Aboriginality/Rusten House–Nellie SE NW Garryowen 1886 Kawaree 6 Eureka Gold–W.Tankey Cultural 7 Bushrangers–AT.Faunce Bowling Club Area E 8 Colonial Politics–TA.Murray N AVE Old private Hospital NE 9 Stepping Stones–Mother Nihill where over 2,000 10 Good Samaritian–E.McKeahnie GLEBE Historic QBN Bowls & locals were born Showground - Where the Croquet 11 Ripple Effect–EM.Walker A RRER P L last Regional Aboriginal F campbell 12 Little Shepherdess–M.Daniels COOMA Corroboree was held in 1862 Print & ROAD An Aboriginal charged six History 2 Museums pence admission. ST William Farrer FREE P 1936 & 1938 1838 Historic Memorial Town Park Harris Queanbeyan Park Visitor Info 1860 Sun Dial John Gale Age 1923 WW1 Father of 1 3 Fountain LOWE ST Centre-VIC Memorial Canberra

Calthorpe 1903 Boer War Manor Heritage Memorial Presbyterian Area Cottage Queanbeyan Shops Restaurant Church 1874 Shops Heritage Library FREE P Walshs Tourist • MAP NOT Collett CAMPBELL ST Hotel QBN 1860 Senior Citizens Hotel House TO SCALE Public Methodist Meeting Rooms Q RSL FREE Moore Church Banks FREE School Radio Station Theatre Arcade Shops P c1850 Park 1876 Heritage Old Fire Station Furlong P Area Dutton Old COUNCIL 1925 Sc of Arts 12 Royal House Memorial 11 Cottage Fire OFFICESCONFERENCE Hotel Bill Lilley Swimming Station CENTRE Shops garage Pool WWII CRAWFORD ST RATES T 1882 Saint Heritage St Illja 1925 Fallick’s Woolies Helmers Aldi Benedicts Area Macedonian Masonic 1886 Corner Garage 4 Cottage & Shops School Convent Church Lane Orthodox Lodge City FREE of Arts CAMPBELL ST Church Riverside Link FREE P 1859 FREE 1843 Inn Plaza Plaza P Christ Gillespie FREE P

ST Doncaster Hospital Church Home P Shops Post culture 1843 Heritage Coles 1843 Office 1861 School stable Area Shops WOOLIES Hereford 1883 Byrnes Mill

house M ON A RO ST RUTLEDGE ST Mill House Cafe

M ORISSET ST NTILL ST NTILL House A 5

Leagues Club FREE P ST ERIN IS AB ELL A Specialty goods COLLETT ST 1938 “Nun’s” Bridge c1860 Stepping 1838 Market Greek Suspension Reserve 7 FREE John Stones Orthodox Bull’s (Elizabeth Park) P Church Cantle Saint Cottage QUEAN YAN Caravan Park 1870s Cottage BE RIV ER c1895 Demetrios CARINYA ST 1846 6 Golf Course 9 O’Sullivan’s Drinks & FREE P 8 Italian Historic 1887 Historic TRINCULO PLACE Historic 1901 Cemetry Dinner Weir Grotto Railway Station 1913 Mill House 1879 Site First 1849 Kent 1880s O’Neills WALK Hotel Mayor JJ Convent School No 7 Cottage – ART HISTORIC RIVER Wright’s Skates First Gallery & 10 Home 1850s 1841 Blacksmith River Cafe Dog & MOLONGLO ST Stile Inn Hatta Park Old Chinese Market Garden Sites 1849 Sculpture ST 1880s St Gregory’s No: 38 Moses Gabriel’s Church Nathan Lazarus 1840s

Cottage TT ST Heritage Home Jane A Undertaker Getty’s POUND ST B OOTH ST c1870 Bricks

A NNI SS To Historic DODSWORTH ST Faunce 1839 Courthouse & Lock-up 1839 • Convicts Flogged 1839 • First Hospital 1847 • Glof Course since 1913

MA CQUOID ST Display W ATKINSON ST M OW Tyrrell Cottage B UNGENDORE RD Coroda Heritage Barber’s Constable No: 70 Tom & House 1861 Cordial Cottage Thopy’s Mary Buttle Fast Food T 1898 Tree of Knowledge: Planted by Council’s Manufacturer’s premises 1885 Cottage Cottages first gardener, William Parker. So named because people told tall tales under its canopy. Twelve Hapi Apostle Sites HAPI Heritage-culture Arts promotions Inc

medical helpmate to women women to helpmate medical

and and was a friend, midwife and

armed flogger at Dodsworth Dodsworth at flogger armed

ee lge b te one- the by flogged were

the convicts’ backs after they they after convicts’ backs the

was sold in 1839. She bathed bathed She 1839. in sold was

the the firstElmsall Inn until land

beyan in 1838 and stayed at at stayed and 1838 in beyan

(1812-1899) arrived in Quean

erside Cemetery. Nellie was baptized a Catholic at at Catholic a baptized Cemetery. was erside Nellie

and was buried in the Catholic portion of the Riv the of portion Catholic the in buried was and

House). Nellie also died there on 1st January 1897 1897 January 1st on there died also Nellie House).

in the 1861 District Hospital (nicknamed Rusten Rusten (nicknamed Hospital District 1861 the in

Jimmy Clements and other Aboriginal people died died people other Aboriginal and Clements Jimmy

ness ‘mong us”. us”. ‘mong ness

shoot shoot me, or put me in jail. You bring your bad sick

me rotten blanket. Me take calf or sheep, you been been you sheep, or calf take Me blanket. rotten me

my my ‘possum, my kangaroo leave me starve only gib

of your law! You come here and take my land, kill kill land, my law! Youtake your and of here come

Nellie is quoted as saying,

Um-bean (

Said to be the last full-blood full-blood last the be to Said the of Aboriginal

• GOOD SAMARITAN GOOD •

alone in the bush. the in alone

Elizabeth McKeahnie McKeahnie Elizabeth

Queanbeyan)

St Gregorys Church QBN. Church Gregorys St

(c1830–1897) Hamilton Nellie Queen

Nellie’s Hamilton, Bobby partner

she did – contary to Father Father to contary – did she

with the Archbishop’s support support Archbishop’s the with

Convent in Queanbeyan and and Queanbeyan in Convent

beautiful 1882 St Benedict’s Benedict’s St 1882 beautiful

the force behind building the the building behind force the

Mother Mary Lucy Nihil was was Nihil Lucy Mary Mother

succeeded succeeded where others failed.

irrespective of faith and and faith of irrespective

worked for the good of all all of good the for worked

1832–1909) ( Nihil Mother

tribe living in Queanbeyan.

“Your law? I no tink much

• STEPPING STONES STEPPING •

Birch’swishes.

• • ABORIGINALITY

HAPI HERITAGE-CULTURE HAPI ARTSQUEANBEYAN 987 BOX PO – INC PROMOTIONS 2620

Cu-

www.beforecanberra.com.au

TWELVEHAPI APOSTLES

Queanbeyan Proclaimed Queanbeyan

October 3,1838 October

his rightful place in our culture as the Father of Canberra Canberra of Father the as culture our in place rightful his

politicians politicians still call it the Yass-Canberra site and deny Gale

Dalgety or Canberra: Which?

for for the Queanbeyan-Canberra site and in his 1907 booklet:

his daughter’s

tives of a city on the Limestone Plains and wrote about it in

described described his 1855 vision to the Senators and Representa

Founder of the Golden Golden Age/ the of Founder

(1831–1929) Gale John

• FATHER • OF CANBERRA

and Queanbeyan right as the Birthplace of Canberra. of Birthplace the as right Queanbeyan and

later a newspaper journalist journalist newspaper a later

Queanbeyan Station. He was

from Bungendore Hill to to Hill Bungendore from

foreman who built the tracks

William was the railway railway the was William

and Queanbeyan his home. home. his Queanbeyan and

were his golden reward reward golden his were

years – his 17 children children 17 his – years

population doubled in ten ten in doubled population

Gold Gold Rush when Australia’s

not strike gold during the the during gold strike not

and a convict woman did did woman convict a and

Chinese Amoy immigrant immigrant Amoy Chinese

1939) (right) son of a a of son (right) 1939)

Queanbeyan Times Queanbeyan the for .

WilliamTan (1858– Kee

•

EUREKA GOLD

Observer

paper in 1899. In 1900 Gale lobbied

his ex-convict constables constables ex-convict his

them and locked them up up them locked and them

but as fast as he caught caught he as fast as but

bushrangers and convicts convicts and bushrangers

illicit alcohol. He then caught

Elmsall Inn first to curb curb to first Inn Elmsall

in 1837. He licenced the the licenced He 1837. in

Law & Order in QBN District

(1808-1856) came to install install to came (1808-1856)

Captain Captain ATFaunce

• BUSHRANGERS •

(left)

repeatedly repeatedly Age Queanbeyan

John Gale proved it. Yet the

helped them escape. escape. them helped

© Hapi-June 2013 Hapi-June © - • LITTLE SHEPHERDeSS • ‘FISH RIVER’ FISHING Margaret Daniels (1847-1858) WB Freebody (1881–1962) Fifty years after the first fleet landed there were Born in Dalgety WB made Queanbeyan his home from 250,000 ‘golden fleece’ running on the Monaro 1907 where his sporting-business success and good in the care of shepherds. When gold was discov- nature made him a generous philanthropist. Murray-Cod ered the shepherds left to strike it rich and child fishing was sustainable and plentiful in the 1920-30s labour was a solution. 200 Gold diggers moved in Queanbeyan’s “Fish” River. WB’s Triumph Theatre into Foxlow during the time Margaret a 12 year newsreels show rare footage of our town but none of the old daughter of ex-convicts worked all day mind- Murray Cod. By 1950 the plentiful Murry-Cod were all ing 600 sheep in the fenceless bush. Bringing gone over-fished during 1940-50’s throughout Australia. them home each night to the fold. One day she did The Murray-Cod is now rare and protected and has to not return. Her father advertised a “lost or stolen?” be bred in captivity to stock rivers. £5 reward. It took three months to find Margaret’s boot and then her remains in the bush. • COLONIAL POLITICS Sir TA Murray (1810–1873) was our first Government politician in 1843 and lobbied for Queanbeyan’s first 1858 • HOLLYWOOD STAR bridge. He sank the first pile Evelyn Courtney Morton (1888–1962) was in 1857 then spoke to 200 rebellious like her convict ancestors and refused people from a tree stump, to ride side-saddle. In Hollywood, USA, she then drank with everyone at acted in movies and taught the stars how to Byrnes Hotel. ride astride.

• MATESHIP • RIPPLE EFFECT Sgt Major Harry McInnes (1887– • Edith May Walker (1885–1975) 1919) is immortalized in a photograph May was a much loved school-teacher for 54 giving a Turkish prisoner-of-war a years and never married. She was part of the drink. Harrysurvived Gallipoli and Land-army and kept teaching during WWII the Middle East in WWI. Back teacher shortages. May taught several generations in Sydney for a 1919 discharge- of the same family and was 71 years old on picnic, Harry tried to save a mates retirement. “She was an influence for the greater hat, slipped on a tram track and good of all” and earnt the title the “Miss Dove” was dead the next day. He died as of QBN after a popular teacher in a movie. he had lived in service to others. © Hapi-June 2013 PART 1: PRELIMINARY

Part 1 Preliminary

1 Definitions (1) In this constitution:

affiliated associationmeans a separate group/ association with limited membership under this constitution of the association. CEO means the chief executive officer of the association under this constitution who is also the project manager (CEO-PM). charitable institution means HAPI’s endorsement by the Australian Tax Office to access charity tax concessions, under rule 34 of this constitution. copyright means copyright under the 1986 Australian copyright Act including amendments. Director-General means the Director General of the Department of Services, Technology and Administration. HAPI means Heritage-culture Arts Promotions Incorporated. HAPI-Fund means the ATO tax and ROCO endorsed fund for gifts under rule 34 and this constitution of the association. incorporation date means that on 09/05/1996 HAPI was incorporated as Queanbeyan Heritage Promotions Inc (QHPI) and changed its name to HAPI Heritage-culture Arts Promotions Inc on 07/09/1998. ordinary member means a member of the board who is not an office- bearer of the association, as referred to in rule 14 of this constitution. presiding member means the CEO/PM is the chairperson of the associations at all meetings as per rule 16(1)(l), and rule 28 of this constitution.. project manager means the CEO who is the person responsible for projects undertaken by HAPI under rule 16 of this constitution (CEO-PM). Qbn or Queanbeyan means the City of Queanbeyan. ROCO means the Federal Government Register of Cultural Organizations who have registered HAPI as a cultural charity and to whom HAPI reports all gifts received by the association twice annually – June30, and December 31. secretary means (a) the person holding office under this constitution as secretary of the association, or (b) if no such person holds that office – the public officer of the association. special general meeting means a general meeting of the association other than an annual general meeting. twelve apostles means the nickname of the sculpture project and refers to the original 12 pioneers selected for the 12 categories (within 6 time zones). the Act means Associations Incorporation Act 2009. the Regulation means the Associations Incorporation Regulation 2010. (2) In this constitution: (a) a reference to a function includes a reference to a power, authority and duty, and (b) a reference to the exercise of a function includes, if the function is a duty, a reference to the performance of the duty. (3) The provisions of the Interpretation Act 1987 apply to and in respect of this constitution in the same manner as those provisions would so apply if this constitution were an instrument under the Act.

HAPI constitution – page 7 PART 2: MEMBERSHIP

Part 2 Membership

2 Membership generally

A person is qualified to be a member of the association if, but only if: (a) the person is a person referred to in section 15(1)(a),(b) or (c) of the Act and has not ceased to be a member of the association at any time after incorporation of the association under the Act, or (b) the person is a natural person: (i) who has applied for or been awarded membership of the association as provided by rule 3, and (ii) who has been approved for membership of the association by the board of the association, under these rules of the association.

3 Nomination for membership

(1) An applicant (or person who is approved for honorary membership) must agree to be bound by the rules of the association for the time being in force or the approval for membership (or honorary (a) the association in general meeting may revoke the following four classes of members, (gold, silver, bronze, and honorary), and establish other classes of members on such terms and conditions with rights, privileges and obligations as determined by the board under these rules of the association.

(2) A gold member is an entitled member with all rights and entitlements, privileges and obligations under these rules of the association, and (a) any person can apply for gold membership, and (b) if the sample membership form under rule 51(1)(a) page(s) 34-35 is not used the information requested on the form must be provided in writing, and (c) should be lodged with the secretary of the association for inclusion at the following board meeting, and (d) must be approved by the board under these rules, and (e) upon issue of a receipt for the fee paid under rule 8 and subject similar institution, the applicant becomes a member of the association, and (f) the applicant’s name is entered in the register of members as a gold member, and (g) the person can nominate for a position on the board, and (h) can apply to the board to form a committee, and (i) has full voting rights.

HAPI constitution – page 8 PART 2: MEMBERSHIP

(3) A silver member is an individual member with limited rights, privileges and obligations, and (a) any person can apply for silver membership, and (b) if the sample membership form under rule 51(1)(a) page(s)34-35 is not used information requested on the form must be provided in writing, and (c) upon issue of a receipt for the fee paid under rule 8 and subject to any monies being cleared by a bank or similar institution, the applicant becomes a HAPI member, and (d) the applicant’s name is entered in the register of members as a silver member, and (e) can participate in social activities of the association, but (f) cannot hold a position on the board (or committee), and (g) has no voting rightsbut can apply for gold membership.

(4) A bronze association is an affiliate association (or group) with limited rights, privileges, obligations, and (a) any association/ group can apply for bronze membership and nominate a representative who may be invited to attend HAPI board meetings, when applicable to the affiliate member, and (b) if the sample membership form under rule 51(1)(a) page(s)34-35 is not used the information requested on the form must be provided in affiliate’s objects, activities and rules, and (c) providing the affiliates rules are compatable, and upon issue of a receipt for the fee paid under rule 8 (subject to any monies being cleared by a bank or similar nstitution) the nominated representative and affiliate association becomes a bronze member of the HAPI association, and (d) the affiliate’s name (and representative) is entered in the register of members as a bronze member, and (e) the affiliate’s representative cannot hold any HAPI positions, and (f) has no voting rights, and (g) affiliate associations and their members, other than the nominated representative (whilst acting in that capacity) are not covered by HAPI insurance, and (h) members of an affiliated association are not members of the HAPI association, and (i) members of an affiliated association may apply for individual gold or silver HAPI membership.

(5) A honorary member receives membership by a unanimous resolution of the board, and (a) the nomination must be in writing, and (b) must be delivered to the secretary for inclusion as a motion at the next board meeting, and (c) may be issued with or without entitlements by a unanimous resolution of the board, and

HAPI constitution – page 9 PART 2: MEMBERSHIP

(d) an offer in writing (listing entitlements) is made, and (e) if the nominee accepts the offer and agrees to the conditions the nominee’s name is entered on the register of members as a honorary member,and (f) a letter, certificate or card may be presented.

(6) A patron is a honorary member nominated and selected under rule 49(2) of this constitution of the association.

4 Cessation of membership

A person ceases to be a member of the association if the person: (a) dies, or (b) resigns membership, or (c) is expelled from the association.

5 Membership entitlements not transferable

A right, privilege or obligation which a person has by reason of being a member of the association: (a) is not capable of being transferred or transmitted to another person, and (b) terminates on cessation of the person’s membership.

6 Resignation of membership

(1) A member of the association is not entitled to resign that membership except in accordance with this rule.

(2) A member of the association who has paid all amounts payable by the member to the association in respect of the member’s membership may resign from membership of the association by first giving to the secretary written notice of at least one month (or such other period as the board may determine) of the member’s intention to resign and, on the expiration of the period of notice, the member ceases to be a member.

(3) If a member of the association ceases to be a member under clause (2), and in every other case where a member ceases to hold membership, the secretary must make an appropriate entry in the register of members recording the date on which the member ceased to be a member.

HAPI constitution – page 10 PART 2: MEMBERSHIP

7 Register of members

(1) The Public Officer of the association must establish and maintain a register of members of the association specifying the name and address of each person together with the type of membership, the date on which the person became a member and the date of resignation.

(2) The register of members must be kept at the principal place of administration of the association and must be open for inspection, free of charge, by any member of the association at any reasonable hour, providing 7 days notice is given.

(3) A member of the association may obtain a copy of any part of the register on payment of a fee of $1 for each page copied or, if some other amount is determined by the board, that other amount.

8 Fees - subscriptions

(1) A member of the association, on admission to membership, must pay to the association a fee of 50 cents or, if some other amount is determined by the board, that other amount before the end of the designated financial year, in each annual year: (a) in addition to any amount payable by the member under clause (1), a member of the association must pay to the association an annual membership fee of $0.50 the first year and $1 in subsequent years; or if some other amount is determined by the board, that other amount.

(2) For the association’s designated annual/ financial year for 2010 -2011 starting on April 1, 2010 and ending on March 31, 2011: (a) gold membership is free, and (b) silver membership is free, and (c) bronze membership is free, and (d) a honorary member is subject to the board’s resolution under rule 3(5), and (e) a patron is subject to the boards resolution under rule 49(2) of the constitution of the association.

9 members’ liabilities

The liability of a member of the association to contribute towards the payment of the debts and liabilities of the association or the costs, charges and expenses of the winding up of the

HAPI constitution – page 11 PART 2: MEMBERSHIP

association is limited to the amount, if any, unpaid by the member in respect of membership of the association under rule 8.

10 Resolution of internal disputes

(1) Disputes between members (in their capacity as members) of the association, and disputes between members and the association, are to be referred to a community justice centre for mediation in accordance with the Community Justice Centres Act 1983.

(2) At least 7 days before a mediation session is to commence, the parties are to exchange statements of the issues that are in dispute between them and supply copies to the mediator.

11 Disciplining of members

(1) A complaint may be made to the board by any person, that a member of the association: (a) has persistently refused or neglected to comply with a provision or provisions of these rules, or (b) has persistently and willfully acted in a manner prejudicial to the interests of the association.

(2) On receiving such a complaint, the board: (a) must cause notice of the complaint to be served on the member concerned, and (b) must give the member at least 14 days from the time the notice is served within which to make submissions to the board in connection with the complaint, and (c) must take into consideration any submissions made by the member in connection with the complaint.

(3) The board may, by resolution, expel the member from the association or suspend the member from membership of the association if, after considering the complaint and any submissions made in connection with the complaint, it is satisfied that the facts alleged in the complaint have been proved.

(4) If the board expels or suspends a member, the secretary must, within 7 days after the action taken, cause written notice to be given to the member of the action taken, of the reasons given by the board for having taken that action and of the member’s right of appeal under rule 12.

HAPI constitution – page 12 PART 3: THE BOARD

(5) The expulsion or suspension does not take effect: (a) until the expiration of the period within which the member is entitled to appeal against the resolution concerned, or (b) if within that period the member exercises the right of appeal, unless and until the association confirms the resolution under rule 12(5), whichever is the latter.

12 Right of appeal of disciplined member

(1) A member may appeal to the association in general meeting against a resolution of the board under rule 11, within 7 days after notice of the resolution is served on the member, by lodging with the chairperson a notice to that effect.

(2) The notice may, but need not, be accompanied by a statement of the grounds on which the member intends to rely for the purposes of the appeal.

(3) On receipt of a notice from a member under clause (1), the chairperson must notify the board, which is to convene a general meeting of the association to be held within 28 days after the date on which the chairperson received the notice.

(4) At a general meeting of the association convened under clause (3): (a) no business other than the question of the appeal is to be transacted, and (b) the board and the member must be given the opportunity to state their respective cases orally or in writing, or both, and (c) the members present are to vote by secret ballot on the question of whether the resolution should be confirmed or revoked.

(5) If at the general meeting the association passes a special resolution in favour of the confirmation of the resolution, the resolution is confirmed.

Part 3 The board

13 powers of the board

The board is to be called the board of management of the association and, subject to the Act, the Regulation, these rules

HAPI constitution – page 13 PART 3: THE BOARD

and to any resolution passed by the association in general meeting, and (a) control and manage the affairs of the association, and (b) may exercise all such functions as may be exercised by the association, other than those functions that are required by these rules to be exercised by a general meeting or by the HAPI Fund committee, and (c) has power to perform all such acts and do all such things as appear to the board to be necessary or desirable for the proper management of the affairs of the association.

14 Constitution - board membership

(1) Subject in the case of the first members of the board to section 21 of the Act, the board is to consist of: (a) three executive office-bearers of the association elected under rule 15, and (b) three ordinary members, representing each of the three committees below, delegated under rule 21: (i) one HAPI Fund committee representative, and (ii) one 12 Apostle committee representative, and (iii) one heritage representative, and (c) have the power to co-opt other entitled persons by a unanimous vote of the board.

(2) The three executive office-bearers of the association are to be: (a) the elected chief executive officer of the association, and (b) the elected secretary, and (c) the elected treasurer.

(3) Each elected member of the board is, subject to these rules, to hold office until the conclusion of the annual general meeting following the date of the member’s election, but is eligible for re-election.

(4) In the event of a casual vacancy occurring in the elected membership of the board, the board may appoint an entitled member of the association to fill the vacancy and the member so appointed is to hold office, subject to these rules, until the conclusion of the annual general meeting next following the date of the appointment.

15 Election of board members

HAPI constitution – page 14 PART 3: THE BOARD

(1) An entitled member may nominate themselves as a candidate or election as an office-bearer of the association (no seconder is needed) or as an ordinary member of the board, and (a) if the board sample nomination form rule 51 (page 36); Append rule 51; is not used the information requested must be provided in writing, and (b) must be delivered to the chairperson before the start of the meeting (or post marked 5 days in advance) at which the election is to take place.

(2) If insufficient nominations are received to fill all vacancies on the board, the candidates nominated are taken to be elected and further nominations are to be received during the annual general meeting (AGM).

(3) If insufficient further nominations are received, any casual vacant positions remaining on the board are taken to be casual vacancies.

(4) If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated are taken to be elected.

(5) If the number of nominations received exceeds the number of vacancies to be filled, a secret ballot is to be held, and (a) conducted at the AGM in such usual and proper manner as the board may direct.

16 Chief executive officer/ project manager

(1) The chief executive officer/project manager (CEO/PM) is the head of the association, spokesperson, board chairperson. (2) The position of CEO/ PM is one position, and (a) the CEO /PM should have a understanding of the constitution, contracts, insurance policies, and (b) audit, tax law, charitable institution rules, and (c) be able to negotiate with sponsors, government, artists, community and others, and (d) assists with fund raising, grant applications, and (e) have experience in promotion and media skills, and (f) represent the association on 12 Apostle committee, and (g) oversee the 12 Apostle committee’s administration, and (h) manufacture-installation of the 12 Apostle project, and (i) be a member of the HAPI Fund committee, and (j) be a signature on all bank accounts, and (k) be the presiding officer at all HAPI meetings, and (i) if the chairperson of the board is absent or unwilling

HAPI constitution – page 15 PART 3: THE BOARD

to act, members present must elect one of their number to preside as chairperson.

17 Secretary - Treasurer

(1) Secretary: The Secretary of the association must, as soon as practicable after being appointed as secretary, lodge notice with the association of their address, and (a) it is the duty of the secretary to keep minutes of all appointments of office-bearers and members of the board, and (b) the names of members of the board present at a board meeting or a general meeting, and (c) all proceedings at board meetings and general meetings, and (d) make sure that minutes of proceedings at a meeting must be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting.

(2) Treasurer: It is the duty of the treasurer of the association to ensure that all money due to the association is collected and received, and (a) that all payments authorized by the association are made, and (b) ensure that correct books and accounts are kept showing the financial affairs of the association, including full details of all receipts and expenditure connected with the activities of the association, and (c) ensure that funds sourced under rule 35; and fund management under rule 36; and charitable institution funds under rule 34; and the assets register under rule 37 are complied with under this constitution.

18 Casual vacancies

For the purposes of these rules, a casual vacancy in the office of a member of the board occurs if the member: (a) dies, or (b) ceases to be a member of the association, or (c) becomes an insolvent under administration within the meaning of the Corporations Act 2001 of the Commonwealth, or (d) resigns by notice in writing given to the secretary, or (e) is removed from office under rule 19, or (f) becomes a mentally incapacitated person, or

HAPI constitution – page 16 PART 3: THE BOARD

(g) is absent without the consent of the board from all meetings of the board held during a period of 6 months.

19 Removal of board member

(1) The association in general meeting may by resolution remove any member of the board from the office of member before the expiration of the member’s term of office and may by resolution appoint another person to hold office until the expiration of the term of office of the member so removed.

(2) If a member of the board to whom a proposed resolution referred to in clause (1) relates/ makes representations in writing to the chairperson (not exceeding a reasonable length) and requests that the representation be notified to the members of the association, the chairperson may send a copy of the representations to each member of the association or, if the representations are not so sent, the member is entitled to require that the representations be read out at the meeting at which the resolution is considered.

20 meetings - quorum

(1) The board must meet at least 3 times in each period of 12 months at such place and time as the board may determine.

(2) Additional meetings of the board may be convened by the chief executive officer or by any member of the board.

(3) Oral or written notice of a meeting of the board must be given by the secretary to each member of the board at least 48 hours (or such other period as many be unanimously agreed on by the members of the board) before the time appointed for the holding of the meeting.

(4) Notice of a meeting given under clause (3) must specify the general nature of the business to be transacted at the meeting and no business other than that business is to be transacted at the meeting, except business which the board members present at the meeting unanimously agree to treat as urgent business.

(5) Any 3 members of the board constitute a quorum for the transaction of the business of a meeting of the board.

(6) No business is to be transacted by the board unless a quorum

HAPI constitution – page 17 PART 3: THE BOARD

is present and if, within half an hour of the time appointed for the meeting, a quorum is not present, the meeting is to stand adjourned to the same place and at the same hour of the same day in the following week.

(7) 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.

(8) At a meeting of the board: (a) the CEO/ PM is to preside (chairperson), or (b) if the chairperson is absent or unwilling to act, such one of the remaining members of the board as may be chosen by the members present at the meeting is to preside.

21 Delegation by board to committee

(1) The board may, by instrument in writing, with common seal affixed under rule 45, delegate to one or more committee consisting of such member or members of the association (or person or persons who may have been co-opted or contracted by the association) as the board thinks fit, the exercise of such of the functions of the board as are specified in the instrument, other than: (a) this power of delegation, and (b) a function which is a duty imposed on the board by the Act or by any other law or this constitution.

(2) A function the exercise of which has been delegated to a committee under this rule may, while the delegation remains unrevoked, be exercised from time to time by the committee in accordance with the terms of the delegation.

(3) A delegation under this section may be made subject to such conditions or limitations as to the exercise of any function, or as to time or circumstances, as may be specified in the instrument of delegation.

(4) Despite any delegation under this rule, the board may continue to exercise any function delegated.

(5) Any act or thing done or suffered by a committee acting in the exercise of a delegation under this rule has the same force and effect as it would have if it had been done or suffered by the board.

(6) The board may, by instrument in writing, revoke wholly or in

HAPI constitution – page 18 PART 3: THE BOARD

part any delegation under this rule.

(7) A committee may meet and adjourn, as it thinks proper.

(8) All committees must: (a) be clearly identified on their letterhead and publicity material as a HAPI committee, and (b) must reach an agreement with the board regarding the ownership of income generated by the committee, and (c) cannot enter into any contractual agreements or pledge the credit of the association, and (d) must provide a report to the board within seven days if requested.

22 Voting - decisions

(1) Questions arising at a meeting of the board or of a committee appointed by the board are to be determined by a majority of the votes of entitled members at the board meeting or committee meeting.

(2) Each entitled member present at a meeting of the board or of a committee appointed by the board (including the person presiding at the meeting) is entitled to one vote but, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.

(3) Subject to rule 20(5), the board may act despite any vacancy on the board.

(4) Any act or thing done or suffered or purporting to have been done or suffered, by the board or by a committee appointed by the board, is valid and effectual despite any defect that may afterwards be discovered in the appointment or qualification of any member of the board or a committee.

(5) At any board or committee meeting a resolution put to the vote shall be decided on by a show of hands unless there is a request for a poll and in that case a poll must be conducted by the chairperson under rule 30.

Part 4 General meeting

23 annual general meetings – holding of

HAPI constitution – page 19 PART 4: GENERAL MEETING

(1) With the exception of the first annual general meeting of the association, the association must, at least once in each calendar year and within the period of 6 months after the expiration of each financial year of the association convene an annual general meeting of its members.

(2) The association must hold its first annual general meeting: (a) within the period of 18 months after its incorporation under the Act, and (b) within the period of 6 months after the expiration of the first financial year of the association.

(3) Clauses (1) and (2) have effect, subject to any extension or permission granted by the Commissioner under section 26(3) of the Act.

24 annual general meetings - calling of and business at

(1) The annual general meeting (AGM) of the association is, subject to the Act and to rule 23, to be convened on such date and at such place and time as the board thinks fit, within 6 months of the end of the designated financial year: (a) The designated financial year for the association will start on 1 April each year and end on 31 March of the following year unless changed by the board at general meeting.

(2) In addition to any other business which may be transacted at an annual general meeting, the business of an annual general meeting is to include the following: (a) to confirm the minutes of the last preceeding annual general meeting and of any general meeting held since that meeting, and (b) to receive from the board reports on the activities of the association during the last preceeding financial year, and (c) to elect office-bearers of the association, and (d) to receive and consider the statement which is required to be submitted to members under section 26(6) of the Act.

(3) An annual general meeting must be specified as such in the notice convening it.

25 Special general meetings - calling of

HAPI constitution – page 20 PART 4: GENERAL MEETING

(1) The board may, whenever it thinks fit, convene a special general meeting of the association.

(2) The board must, on the requisition in writing of at least 5 percent of the total number of entitled members, convene a special general meeting of the association.

(3) A requisition of entitled members for a special general meeting: (a) must state the purpose or purposes of the meeting, and (b) must be signed by the entitled members making the requisition, and (c) must be lodged with the chairperson, and (d) may consist of several documents in a similar form, each signed by one or more of the entitled members making the requisition.

(4) If the board fails to convene a special general meeting to be held within 1 month after that date on which a requisition of entitled members for the meeting is lodged with the chairperson, any one or more of the entitled members who made the requisition may convene a special general meeting to be held not later than 3 months after that date.

(5) A special general meeting convened by a entitled member or members as referred to in clause (4) must be convened as nearly as is practicable in the same manner as general meetings are convened by the board and any entitled member who consequently incurs expenses is entitled to be reimbursed by the association for any expense so incurred.

26 Notice

(1) Except if the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary must, at least 14 days before the date fixed for the holding of the general meeting, give a notice to each entitled member specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting.

(2) If the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary must, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be given to each entitled member specifying, in addition to the matter required under clause (1), the intention to propose the resolution as a special resolution.

HAPI constitution – page 21 PART 4: GENERAL MEETING

(3) No business other than that specified in the notice convening a general meeting is to be transacted at the meeting except, in the case of an annual general meeting, business which may be transacted under rule 24(2).

(4) A entitled member desiring to bring any business before a general meeting may give notice in writing of that business to the secretary who must include that business in the next notice calling a general meeting given after receipt of the notice from the entitled member.

27 procedure

(1) No item of business is to be transacted at a general meeting unless a quorum of members entitled under these rules to vote is present during the time the meeting is considering that item.

(2) Five members present in person (being members entitled under these rules to vote at a general meeting) constitute a quorum for the transaction of the business at a general meeting.

(3) If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting: (a) if convened on the requisition of entitled members, is to be dissolved, and (b) in any other case, is to stand adjourned to the same day in the following week at the same time and (unless another place is specified at the time of the adjournment by the person presiding at the meeting, or communicated by written notice to entitled members given before the day to which the meeting is adjourned) at the same place.

(4) If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the entitled members present (being at least 3) is to constitute a quorum.

28 presiding member

(1) The chief executive officer / project manager of the board is to preside as chairperson at each general meeting of the association.

(2) If the chairperson of the board is absent or unwilling to act, the

HAPI constitution – page 22 PART 4: GENERAL MEETING

members present must elect one of their number to preside as chairperson at the meeting.

29 adjournment

(1) The chairperson of a general meeting at which a quorum is present may, with the consent of the majority of entitled members present at the meeting, adjourn the meeting from time to time and place to place, but no business is to be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.

(2) If a general meeting is adjourned for 14 days or more, the secretary must give written or oral notice of the adjourned meeting to each entitled member of the association stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.

(3) Except as provided in clauses (1) and (2), notice of an adjournment of a general meeting or of the business to be transacted at an adjourned meeting is not required to be given.

30 making of decisions

(1) With the exception of rule 12(4)(c), rule 15(5) and rule 49(1), (2), a question arising at a general meeting of the association is to be determined on a show of hands and, unless before or on the declaration of the show of hands a poll is demanded, a declaration by the chairperson that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, or an entry to that effect in the minute book of the association, is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution.

(2) At a general meeting of the association, a poll may be demanded by the chairperson or any other entitled member present in person or by proxy at the meeting.

(3) If a poll is demanded at a general meeting, the poll must be taken: (a) immediately in the case of a poll which relates to the election of the chairperson of the meeting or to the question if an adjournment, or (b) in any other case, in such manner and at such time before the close of the meeting as the chairperson directs, and

HAPI constitution – page 23 PART 4: GENERAL MEETING

the resolution of the poll on the matter is taken to be the resolution of the meeting on that matter.

31 Special resolution

A resolution of the association is a special resolution: (a) if it is passed by a majority which comprises at least three-quarters of such members of the association as, being entitled under these rules so to do, vote in person or by proxy at a general meeting of which at least 21 days’ written notice specifying the intention to propose the resolution as a special resolution was given in accordance with these rules, or (b) where it is made to appear to the Commissioner 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 Commissioner.

32 Voting

(1) On any question arising at a general meeting of the association a member with full rights and entitlements has one vote only.

(2) All votes must be given personally or by proxy but no entitled member (except presiding) may hold more than four proxies.

(3) In the case of an equality of votes on a question at a general meeting, the chairperson of the meeting is entitled to exercise a second or casting vote.

(4) A member or proxy is not entitled to vote at any general meeting of the association unless their membership entitlements specify that they have voting rights and all money due and payable by the entitled member or proxy to the association has been paid, other than the amount of the annual subscription payable in respect of the then current year.

33 appointment of proxies

(1) Each entitled member is entitled to appoint another entitled member as proxy, by written notice given to the secretary before the general meeting starts or post marked at least five days in advance in respect of which the proxy is appointed.

(2) If the appointment of proxy sample form under rule 51(1)(d)(i)

HAPI constitution – page 24 PART 5: CHARITABLE INSTITUTION

not used the information requested on the form must be provided.

Part 5 Charitable institution

34 Charitable institution - endorsement

(1) The association is a charitable institution (ABN: 56 954 409 361) endorsed to access the following tax concessions: (a) Income tax exemption, under subdivision 50-B of the Income Tax Assessment Act 1997, and (b) GST concessions under Division 176 of a New Tax System (Goods and Services Tax) Act 1999, and (c) FBT rebate under section 123E of the Fringe Benefits Tax Assessment Act 1986.

(2) The association’s endorsement by the taxation office to access charity tax concessions for persons making tax deductible gifts (free from any reward or benefit) to the HAPI Fund is onthe Register Of Cultural Organizations (ROCO) at the Federal Department of Communications, Information, Technology & Arts and is on the public register maintained by the Australian Business Register at www.abr.business.gov.au

(3) The association must notify the Tax Office and ROCO in writing, if it ceases to be entitled to tax and charity endorsement, and (a) should obtain a copy of the ATO checklist, and (b) should conduct an annual self-review (earlier if changes to its structure/ operations might affect its ROCO status).

(4) Every six months (June 30; December 31) the association must report gifts received on the ROCO form and post/ Email to:

(5) The association must have a dedicated cheque account to bank gifts received free from any reward or benefit, and (a) receipts must contain the correct ATO wording to be eligible for tax deductions, and (b) from 1999 until 2006 this dedicated A/C was named the: HAPI QBN Cultural Development Arts Fund (QCDAF), & (c) in 2006 the name was changed from QCDAF to the HAPI Fund (it has always been colour coded green), and (d) the board can delegate a person(s) to assist with financial administration under rule 21 and rule 36(3), and (e) there must be a HAPI Fund committee, with a CPA accountant, to approve withdrawals from the HAPI Fund.

HAPI constitution – page 25 PART 5: CHARITABLE INSTITUTION

(6) The HAPI Fund committee commenced in 1999 and consists of four people (not elected) delegated under rule 21: (a) one HAPI member–must be the CEO/PM, and (b) one HAPI member–with community recognition, and (c) one NON HAPI person–with a community profile, and (d) one NON HAPI person–must be a Certified Practicing Accountant (CPA)–to approve ATO Tax Law spending.

35 Funds - source

(1) The funds of the association are to be derived from entrance fees, members annual subscriptions, donations, gifts under rule 34 and, subject to any resolution passed by the association in general meeting, such other sources as the board determines.

(2) All money received by the association must be deposited as soon as practicable and without deduction to the credit of the association’s bank account dedicated for that purpose.

(3) The association must, as soon as practicable after receiving any money, issue an appropriate receipt for the dedicated account into which it is to be deposited.

(4) Charitable tax deductible gifts must be deposited in the HAPI-Fund cheque A/C under rule 34 of the constitution.

36 Funds - management - audit

(1) Providing that all charitable institution endorsements, taxation laws and audit requirements are met under rule 34, the funds of the association are to be used in pursuance of the objects of the association in such manner as the board determines, subject to any resolution passed by the association in general meeting.

(2) All cheques, drafts, bills of exchange, promissory notes, and other negotiable instruments must be signed by the CEO and at least one other entitled member of the board or a committee or a person contracted and authorized by the board to do so.

(3) Fundraising, collecting gifts and financial administration may be delegated to a member or members under rule 21, or to (a) a person(s) who is contracted by the association, or (b) a person(s) who is co-opted by the association.

(4) The board may change the name(s) or revoke one or more of the following four bank A/Cs, and establish other accounts as

HAPI constitution – page 26 PART 5: CHARITABLE INSTITUTION

determined by the board under these rules of the association: (a) BLUE A/C: cash book 1: HAPI-OP cheque A/C dedicated for administration and general purposes, and (b) RED A/C: cash book 2: HAPI-BOOK cheque A/C dedicated for grants, and (c) ORANGE A/C: cash book 3: HAPI-SPECIAL cheque A/C dedicated for fundraising sales and /or sponsorship under rule 21, and (d) GREEN A/C: cash book 4: HAPI-FUND cheque A/C dedicated tax deductible gifts. (i) The Green A/C was opened in 1999 and is subject to Australian tax law endorsement (ATO) and no money is to be withdrawn except under the approval of the HAPI Fund committee, which includes a CPA Accountant, under rule 34, and the constitution of the association.

(5) Financial reports and relevant bank statements should be tabled at Board meetings.

(6) Audit: The association may conduct a financial and asset audit of its records as determined by the board, and (a) if audited must be tabled at the first AGM or general meeting to be held after the audit is completed, and (b) entitled members may request an audit at any time, under rule 25, and (c) request that the audit be tabled at a special general meeting under rule 25 of these rules of the association.

37 assets

(1) In the event of transferring ownership or the winding up of the association/ fund a Special General Meeting will be held at which the asset (or surplus assets) are to be transferred to a cultural organization/ charitable institution, with similar objectives, whose rules shall prohibit the distribution of its income among its members, and which is eligible for tax deductibility of donations under subdivision 39-B, section 30- 100 of the income TAX assessment Act 1997, and (a) the decision will be conducted by secret ballot, and (b) the approved minutes must be signed by the CEO & Public Officer with the common seal affixed and placed in the assets register and copies sent to all members.

(2) If clause (1) is not applicable in the case of theft, damage (or any other reason) and an asset is being considered for de- acquisition, the association must hold a Special General

HAPI constitution – page 27 PART 5: CHARITABLE INSTITUTION

Meeting, and secret ballot, and (a) where necessary seek tax law advice to make sure tax law is not contravened, and (b) the reason for and/ or against de-acquisition should be outlined in the notice posted to members, and (c) obtain at least two professional reports to table at the meeting, stating the reason for de-acquisition, and (d) the object must be valued before the de-acquisition meeting and record the valuers name with attached the reports, and (e) fullfil clause (1)(b) as stated.

(3) The association must keep an assets register for audit, and if the assets form under rule 51(1)(e) is not used some other method can be used but must include the following infomation as a minimum of audit record: (a) assets name, number, date of audit etc, and (b) description: photo, diagram, age, artist, etc and (c) date acquired: when/ how commission or purchase, donation, gift, grant etc, and (d) value: cost price, intrinsic, estimate etc, and (e) name: of valuers (credentials) etc, and (f) location: address, installed, fixed, permanent etc, and if in storage or on loan; term, contract/ agreement etc, and (g) condition, conservation action recommended etc, and (h) record action taken/ maintenance schedule etc, and (i) name (contact details) of the person completing form.

(4) HAPI must conduct an annual asset audit of each asset, and (a) list assets in an assets-audit register, and (b) table the asset-audit register annually at each AGM.

38 Objective - activities

(1) Objective: Create a tourist attraction: Before Canberra Project: Twelve Apostles, historic buildings, footpath medallions and signs to make Queanbeyan a place to stop, stay and shop; (2) Activities: To obtain sculpture and art works by purchase, commission, donation, loan, make or gift, and (a) train conservation of bronze, heritage walks etc, and (b) obtain support-in-kind, and sponsors, and (c) collect fees, gifts, donations, grants, and (d) fundraising, promotion, and (e) hold raffles, fetes, exhibitions, festivals, films, theatre, and (f) by making/ selling products, publication sales, and (g) other activities to fulfill the associations objective.

HAPI constitution – page 28 PART 5: CHARITABLE INSTITUTION

39 Twelve Apostles – project

(1) The 12 Apostle sculpture project will enhance the streets of Queanbeyan by creating tourist walks and drives, and a) capitalise on location, Qbn Gateway to Canberra, and b) capitalise on heritage, Qbn Birthplace of Canberra, and (c) highlight Qbn’s unique fabric, and identity, and (d) capitalise on Canberra’s tourism as a strategy to increase Queanbeyan’s tourism, business and employment, and (e) be a excellent place to stop, stay and shop, and (f) because Qbn has only one portrait bust of Farrer, in the early stages sculpture will be traditional, figurative works to gain community support, before expanding to include other artists, subjects, styles and materials.

(2) The 12 Apostle 2013 project will celebrates Queanbeyan’s 175 Birthday (1838-2013) and the Canberra Centenary (1913-2013) by making 10 sculptures symbolising each decade:

• Father of Canberra – John Gale, unveiled COF 2001; and • Hollywood Star – Evelyn Courtney Morton; and • Lucky Country – William Byrne Freebody; and • Lost Shepherdess–Margaret Daniels; and • Bushranger’s Law – Captain Alured Tasker Faunce; and • Ripple Effect – Edith May Walker; and • Colonial Politics – Sir Terence Aubrey Murray; and • Stepping Stones – Mother Mary Lucy Nihil; and • Eureka Gold – William Charles Tan Kee; and • Good Samaritan – Elizabeth McKeahnie (McGowan); and

(3) The 12 Apostles 2015 Gallipoli Cantenary project 1915- 2015 commemorates Mateship with a group of 4 sculptures:

• Mateship Abroad – H McInnes & Turkish soldier, and • Mateship at Home – Edith Lodge & granddaughter.

(4) The 12 Apostles Aboriginal sculpture (Connee is consulting):

• My Land – Aboriginal Queen Nellie Hamilton family.

(5) HAPI may erect additional art works as appropriate.

40 Twelve Apostle – committee

(1) The 12 Apostle committee is delegated by the board under rule 21, and (a) the committee is ongoing and is not elected, and

HAPI constitution – page 29 PART 5: CHARITABLE INSTITUTION

. (b) provides continuity to the Before Canberra projects, and (c) has been known as the Centenary of Federation, (COF) committee, the 12 Apostles Selection committee, and (d) known as 12 Apostles, and City of Sculpture (COS), and (e) has an ongoing role to oversee the sculpture project, and (f) delegates one member of the committee to serve on the Board, and (g) assists in the collection of funds under rule 36(3).

(2) The Chief executive officer/ project manager (CEO-PM) is the presiding officer under rule 16 of this constitution, and (a) organizes the agenda and recording of the minutes, and (b) oversees the contract, payments, the manufacture and installation of the sculpture, and (c) organizes the unveiling program and event.

41 Twelve Apostles – history

(1) In January 1996 it was suggested, that Council erect 25% larger than life, John Gale–Father of Canberra, figurative sculpture, and (2) In June 1996 the HAPI group asked for a $5,000 grant to make a feasibility study to erect 12 (6 men and 6 women) bronze portrait figurative busts on plinths in Farrer Pl, Qbn, and in (a) 1997, the concept changed to 12–25% larger than life full figurative sculptures nicknamed the 12 Apostles, and (b) 1998, two Apostles: John Gale the Father of Canberra and Queen Nellie Aboriginal, were announced to kick start the project, and (c) 1999, HAPI received a $35,000 Federal Centenary of Federation (COF) grant towards the Gale sculpture, and (d) 2000, received a $15,000 from QBN City Council, and (e) 2000, launched the Search for Twelve Apostles, and (f) 2001, March 11, John Gale bronze sculpture unveiled and (g) 2001 in June, when the Search for 12 Apostles closed 66 pioneers had been nominated, and (h) the 12 Apostle selection committee selected the final 10.

(3) The 12 Apostles were chosen under the following policy: (a) the 12 had to be six men and six women, and (b) the 12 had to be born in or before 1901, and (c) the 12 were to be selected to represent 12 categories: Aboriginality; Art & Literature; Business; Community; Disadvantaged; Education; Government; Law & Order; Medical; Sport; Transport; War & Peace; and (d) the 12 had to represent six separate 20 year time zones (1830-1950) with one man and woman selected for each 20 year time zone, and

HAPI constitution – page 30 PART 5: CHARITABLE INSTITUTION

(e) each Apostle relates in some way to Queanbeyan, and (f) each Apostle must have a unique selling proposition (USP).

(4) The conditions in clause (2) were to make sure the 12 sculptures would allow excellence in art practice through a diversity of: (a) art-sculptural, visual, formal-figurative concerns, and (b) the unique and unusual, and (c) a variety of fashion, and (d) male and female (figurative) representation, and (e) age differences, and (f) different events, occupation and interests within 120 years of Queanbeyan-Australian history (1830-1950).

(5) The SIX women selected were: Lucy Nihill, May Walker, Elizabeth McKeahnie, Margaret Daniels, Evelyn Morton, Queen Nellie, and SIX men selected were: John Gale, WB Freebody, AT Faunce, William Tan Kee, Sir TA Murray, HJ McInnes, and (a) the 12 pioneers above were nick-named the Twelve Apostles; they cannot be changed or eliminated, and (b) five boys and five girls from five Qbn Primary schools launched the final ten of 12 Apostle sculptures in 2004.

(6) In 2006 the mateship sculpture was enhanced, adding three extra figures to symbolize mateship abroad and at home: (a) mateship abroad commemorates Harry McInnes giving a Turkish prisoner of war a drink at Gallipoli, and (b) mateship at home commemorates the contribution of women to the war effort and features Edith Pearl Lodge and her granddaughter, Irene making camouflage nets at the Country Women’s Association (CWA) Qbn rooms in the 1940s, and (c) although three extra figures have been added, making a total of 15 bronze sculptures, the nick-name the Twelve Apostles is still appropriate because there will be twelve commemorative sculpture groups.

(7) In 2006 a presentation to Council requested that the 1985 Qbn Age Fountain be retained to enhance the Mateship sculptures and add to the symbolism: (a) Council voted to spend the $80,000 allocated for a new fountain on upgrading the old Age fountain, and (b) page 4 outlines the 12 sculptures and page 5 shows their location in the streets or parks.

(8) In 2001 nominations for Ten Sports Heroes to commemorate five men and five women as bronze portrait busts, but (a) in 2002 the Hero project was put on hold, but (b) will be restarted when time and resources permit, but (c) nominations received must be included in final selection.

HAPI constitution – page 31 PART 5: CHARITABLE INSTITUTION

42 Copyright - moral rights

(1) HAPI is bound by the copyright Act 1968 (as amended by the US Free Trade Agreement implementation Act 2004; and other amendments in existence and future amendments).

(2) HAPI volunteers own the copyright of their voluntary work.

(3) Moral rights apply to: (a) literary works (such as text ...) artistic works, musical works and dramatic works that are in copyright, whether created before or after 21 December 2000, and (b) the rights also apply to cinematography films (such as videos, DVDs and computer games), but only if they were or are made on or after 21 December 2000; and (moral rights for works “as included in” such films also only apply if the film was or is made on or after that date), and (c) the creator is the owner of the rights, and (d) moral rights in works generally last for the same period of time as copyright protection, but for films and material “as included in” a film, each creator’s right of integrity expires on his or her death.

(4) Some moral rights may apply to HAPI projects such as: (a) right of attribution (sections 193 to 195AB), and (b) false attribution rights (sections 195AC & 195AH), and (c) right of integrity (sections 195AI to 195AL), and (d) bases of infringement (195:AO-AQ; AU-AV; AY-AZG) and (e) defences to infringement reasonableness (sections 195AR-AS), and (f) consent by creator, is presumed to extend to the owner’s licensees and successors in title, unless the contrary is apparent from the consent document, but is invalid if induced by duress or false or misleading statements, (sections 195AW-AWB), and (g) enforcement by creator, (sections 195AN, and 195AZ) (h) remedies (sections 195AY to 195 AZG), and (i) moral rights in performance: attribution; false attribution; integrity; defences to infringement; consent and reasonableness.

(5) Copyright and collecting society licences may be of help in obtaining information on copyright issues and payments.

(6) Information and support can be obtained through, the (a) Copyright Act, federal law, and (b) Arts Law (a federal funded advisory body), and

HAPI constitution – page 32 PART 6 : MISCELLANEOUS

(c) Australian Copyright Council (a federal funded advisory body) set up to help artists and others at: ACC, PO Box 1986, Strawberry Hills NSW 2012. email: website: www.copyright.org.au

Part 6 Miscellaneous

43 Insurance

The association may effect and maintain insurance.

44 alteration of objects and rules

The statement of objects and these rules may be altered, rescinded or added to only by special resolution of the association.

45 Common seal

(1) The common seal of the association should be kept in the custody of the chief executive officer or secretary.

(2) The common seal must not be affixed to any instrument except by the authority of the board and the affixing of the common seal must be attested by two signatures: that of the CEO and a member of the board or the Public Officer and a member of the board.

46 Custody of books

Except as otherwise provided by these rules, the chief executive officer must keep in his or her custody or under his or her control all records, books and other documents relating to the association.

47 Inspection of books

The records, books and other documents of the association must be open to inspection at any reasonable hour, free of charge, by a member of the association who has given seven days notice.

48 Service of notices

HAPI constitution – page 33 PART 6: MISCELLANEOUS

(1) For the purpose of these rules, a notice may be served on or given to a person: (a) by delivering it to the person personally, or (b) by sending it by pre-paid post to the address of the person, or (c) 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.

(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.

49 public Officer - patron

(1) Public Officer: The association must have a public officer, and (a) the public officer can be but does not have to be a member of the association, and (b) the public officer is not elected, and (c) the public officer is appointed and released by resolution of the board, and (d) the public officer can hold other positions in the association (if an entitled member), and (e) the Department of Fair Trading must be notified of all changes to the public officer’s position on form 9.

(2) Patron: The association may have one or several patrons (equal male and female) for a term of one year, and (a) a patron must be nominated in writing, and (b) the nomination must be delivered to the secretary and placed on the agenda for the next board meeting, and (c) the resolution of the board, must be unanimous, and (d) if the board’s resolution is unanimous an offer in writing is made to the nominee, and (e) the position of patron can be extended for a further year(s) at each HAPI-AGM by a unanimous vote. (b) a patron cannot hold a position on the HAPI board or on a HAPI committee and has no voting or other membership entitlements.

HAPI constitution – page 34 PART 6: MISCELLANEOUS

(g) upon the nominee’s acceptance the nominee becomes the patron of the association, and (h) a patron is an honorary volunteer and does not pay membership fees

50 awards

Any of four sample awards, under rule 51(1)(f) may be used, and (a) of these four the gold award is the highest award, and is only for distinguished work of excellence, and (b) anyone may design other awards, and (c) all designs must be approved by the board, and (d) award nominations must be approved by the board, and (e) presentations are made at a suitable function, by person(s) delegated to present the award.

51 Forms - Appendices

(1) Appendices: Samples of HAPI forms under the constitution of the association are on pages 35-40, and (a) rule 3: membership sample form, page 35, and (b) rule 15: board nomination sample form, page 36, and (c) rule 21: board delegation sample form, page 37, and (d) rule 33: proxy appointment sample form, page 38, and (e) rule 49: assets sample form, page 39, and (f) rule 50: award sample certificates, page 40.

(2) The Department of Fair Trading forms are available from the Department of Fair Trading (office or website) and must be used by an incorporated association and lodged with the required fee attached (only the public officer lodgement form is free): (a) form A4: name - change of association’s name, and (b) form A6: rules - alteration of objects or constitution, and (c) form A9: public officer - vacancy or change, and (d) form A11: annual statement - extension to lodge, and (e) form A12: annual statement - lodge, and (f) form A18: incorporation of company or co-operative, and (g) form A23: cancel incorporation of an association, and (h) a duplicate certificate of incorporation can be obtained on payment of the required fee, and (i) copies of the Model Rules are available at Fair Trading offices and on their web site, and (j) other forms and above listed forms, and information are available at the Department of Fair Trading or its website. END

HAPI constitution – page 35 RULE 3: SAMPLE MEMBERSHIP FORM

HAPI Heritage-culture Arts Promotions Inc PO Box 987 Queanbeyan 2620 - Ph/Fx 02 6297 5828

I, ...... full name

of ......

...... address & post code

hereby apply to become: (cross out whatever does not apply): (1) a Gold member with full voting rights and entitlements, or (2) a Silver member with limited rights and entitlements, or (3) a Bronze affiliated member with limited rights and entitlements,

under the constitution of the HAPI association and I agree to be bound by the constitution of the association for the time being in force.

Signature: ...... Date: ......

Phone: ...... (h/w) ...... (Fx) ......

Email: ...... Area of interest in the Arts: ...... NOTES: (1) An affiliated association’s objectives must be consistent with the objects of HAPI before the association applies for affiliated bronze membership and must supply a copy of their rules and a contact name and phone number. (2) Affiliated association members are not members of/ or covered by HAPI insurance. (3) Affiliated association members are eligible to apply for individual gold or silver HAPI membership under the constitution of the HAPI association. ______• HAPI ADMINISTRATION: Membership application received-recorded: (i) Circle applicable membership applied for: gold, silver, bronze: (ii) Other information/ date of resolution: ......

HAPI constitution – page 36 RULE 15: SAMPLE BOARD NOMINATION FORM

HAPI Heritage-culture Arts Promotions Inc PO Box 987 Queanbeyan 2620 - Ph/Fx 02 6297 5828 An entitled member of HAPI may nominate themselves as a candidate for election to the Board of Management (no seconder is needed)

I, ...... print name

an entitled member of HAPI, nominate myself for election to serve on the HAPI Board of Management for the year ...... in the position of:

...... under the rules of the constitution of the association,

Signed: ...... Date: ......

POSITIONS ON THE BOARD OF MANAGEMENT a. NOMINATED and ELECTED (3 members elected): 1. Chief Exec Officer/ Project Manager; 2. Secretary; 3. Treasurer.

b. APPOINTED by the Board (3 members - not elected) representing: 1. HAPI Fund; 2. Heritage; 3. Twelve Apostles.

NOTES: (1) Executive office bearers of the association are: 1. Chief Executive Officer (CEO) / Project Manager (PM); 2. Secretary; 3. Treasurer. (2) The board shall have the power to co-opt three other members by a unanimous vote of the board under the constitution of the association. (3) The board and/or committee(s) must only act under the constitution of the association. (4) Permission to form a separate committee (or co-opt members) must be delegated by the board by instrument in writing under rule 21 of the constitution of the association. (5) The opening of a committee bank account must have the boards authorization and the signatory must be the CEO and at least one other entitled member of the board or committee (or contracted person) as authorized by the board under an instrument in writing and the constitution of the association. (6) The public officer does not have to be on the board; does not have to be a member and is not elected. The public officer is appointed/ released by the board under the constitution of the association and requirements of the Act - on form 9 – the Department of Fair Trading, no fee required.

HAPI constitution – page 37 RULE 21: SAMPLE INSTRUMENT IN WRITING FORM

HAPI Heritage-culture Arts Promotions Inc

PO Box 987 Queanbeyan 2620 Ph 02 6297 5828

Attach: ...... Page: ......

Delegated by Instrument in Writing under the constitution of the association

1. PROJECT OUTCOME: ......

2. Name (of person, group,committee or other as applicable) responsible: ...... 3. Members of committee: ...... 4. Other interested party: ...... 5. Objective/ goal: ......

6. Time: ...... 7. Project planing/ implement: ...... 8. Financial/ support: ...... 9. Other: ......

10. Resolution: Moved ...... and seconded by ...... at the board meeting of ...... that ......

under the constitution of the association with the HAPI common seal affixed.

Signatures: ...... HAPI board CEO HAPI board member

Date: ......

HAPI constitution – page 38 RULE 33: SAMPLE APPOINTMENT OF PROXY FORM

HAPI Heritage-culture Arts Promotions Inc PO Box 987 Queanbeyan 2620 - Ph 02 6297 5828

I, ...... print full name

of ...... address being an entitled member of HAPI Heritage-culture Arts Promotions Inc hereby appoint

...... full name of proxy, of

...... address an entitled member of HAPI, as my proxy to vote for me on my behalf at the general meeting of the association (annual general meeting or other general meeting as the case may be) to be held on

...... day of ...... 20____ and at any adjournment of that meeting. My proxy is authorized to vote in favor of/ against (delete as appropriate) the resolution(s) of that meeting (write details below or attach details if desired).

...... Signature of entitled member appointing proxy Date

NOTES: (1) Each entitled member may appoint another entitled member as proxy, by written notice given to the chairperson before the general meeting starts or post marked at least five days in advance in respect of the meeting at which the proxy is appointed.

(2) The notice appointing the proxy can be on this form or in writing under the constitution of the association.

(3) Entitled members may only hold up to three proxies at a general meeting.

HAPI constitution – page 39 RULE 49: SAMPLE ANNUAL ASSETS FORM

HAPI Heritage-culture Arts Promotions Inc

PO Box 987 Queanbeyan 2620 - Ph 02 6297 5828

Annual Asset Assessment: YEAR: ...... Attach: ...... Pages: ......

1. Name of asset: ...... Artist:...... Number: ......

2. Acquisition: (commission/ agreement/contract, purchase, donation, gift, grant, short term or permanent loan: ...... 3. Description: photo, diagram, material: ...... 4. Value: estimate, cost price, intrinsic, name of valuer(s): ...... 5. Location: address, storage/ date installed/removed: ...... 6. Condition: conservation/ action: ...... 7. Conservation/maintenance: assess annually, record action taken ...... 8. Destroyed: stolen, or other: When de-acquisition is recommended the association must hold a Special General meeting as required under rule 49 clauses (1) and (2) before any action is taken.

NOTES: FORM COMPLETED BY ...... please print name Signature ...... date ...... Contact details ......

Resolution: Moved ...... and seconded by ...... at the board meeting (date)......

that ...... under the HAPI constitution.

Signatures: ...... HAPI Board CEO HAPI Board member

Date: ......

HAPI constitution – page 40 RULE: 50; 51(1)(f): SAMPLE AWARD CERTIFICATES

Certificate of Appreciation

presented To HAPI2006 Gold Award of Excellence PRESENTED TO Canberra Art Works John Bates for his unswerving dedication and research FOR your generous supporT for the heritage history ART street walk and drive and contribution to the heritage and history of Queanbeyan and Canberra Districts Walk the Walk and research towards his book on Gaylong Talk the Talk

HAPI Heritage-culture Arts Promotions Inc GOLDHAPI common ...... seal/date ...... board member board member board member board member Heritage-culture Arts Promotions 26.09.2009–HAPI is a Charitable Institution–Y2395214 A Charitable Institution – Y2395214

In recognition of Mary’s outstanding HAPI secretarial service over the past 7 years and her generous voluntary contribution Heritage-culture Arts Promotions Inc during 15 years of continuous membership Mary Jones Festival of Traditions winner best is awarded HONORARY swagman costume LIFE membership with full entitlements Bobby Brown Diamond Award Congratulations

board member board member HAPI Festival committee Heritage-culture Arts Promotions Inc Festival committee Y2395214 – HAPI is a Charitable Institution – 26.09.2009 26.09.2009–A Charitable Institution–Y2395214

HAPI constitution – page 41 HAPI Heritage-culture Arts Promotions Inc PO Box 987 Queanbeyan 2620

Connee mb: 0421 158 602

HAPI FUND

HAPI Constitution 2010/11- emailed with this info page 34 - 37 details the HAPI FUND:

______

“Part 5 Charitable Institution”

QUOTE: “The HAPI Fund committee commenced in 1999 and consists of four people (not elected) delegated under rule 21:

(a) one HAPI member–must be the CEO/PM, and

(b) one HAPI member–with community recognition, and

(d) one NON HAPI person–must be a Certiﬁed Practicing Accountant (CPA)

to approve ATO Tax Law spending.

4) Charitable tax deductible gifts must be deposited in the HAPI-Fund cheque A/C under rule 34 of the constitution.”

______

Note: At present the ‘HAPI FUND’ committee is not operating as we are not at the stage of the WB Freebody project that we need money for bronze casting but we are aware of our obligations to get approval before we use the money in the green HAPI FUND account and have a CPA accountant etc. The ﬁrst and last cheque from the HAPI FUND account was paid to sculptor Peter Corlett in 2001. So there hasn’t been a need to have a HAPI Fund committe

We rely on an artist giving us a huge discount on their work like Peter Corlett did for Gale. We lost momentum after John Gale in 2001. When TJ (WB’s son) was murded last year at age 90 years it was very difﬁcult to deal with as we had ﬁnally found a photo of his father that we all agreed was great and we were ready to go. Two weeks later he was stabbed violently to death.

Thank You, connee