AGENDA ANNUAL GENERAL MEETING St John Ambulance Australia (NSW) (ACN 001 738 370) The 131st Annual General Meeting will commence at 6.00pm 1. Meeting Open and Acknowledgement of Country The Chair opens the meeting and begins with an Acknowledgement of Country.
2. Apologies The Chair calls on the CEO to read the apologies.
3. Welcome The Chair welcomes any special guests and visitors via Zoom.
4. Confirmation of Minutes •
The Minutes of the 130th Annual General Meeting held on Thursday 20 May 2021 (certified as correct by the Chair, Mr Sean McGuinness) to be confirmed and signed accordingly by the Chair.
•
The Minutes of the General Meeting of Members held on Thursday 10 February 2022 (certified as correct by the Chair, Mr Sean McGuinness) to be confirmed and signed accordingly by the Chair.
5. Matters Arising There were no matters arising from the previous meetings.
6. Annual Financial Statements Consider the report of the Board of Directors, the Financial Statements and Auditors’ Report for the year ended 31 December 2021.
7. Appointment of Auditor (Ordinary Resolution No.1) Note: this resolution will only be proposed if the Company receives ASIC’s consent to the resignation of HLB Mann Judd as the auditor of the Company prior to this Annual General Meeting.
To consider and if thought fit, to approve the following resolution as an ordinary resolution:
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“That, subject to ASIC consent being received by the Company for HLB Mann Judd to resign as auditor of the Company prior to this Annual General Meeting and all other regulatory requirements being met, for the purposes of section 327B(1) of the Corporations Act and for all other purposes, KPMG of Level 38 Tower 3, 300 Barangaroo Avenue Sydney NSW 2000, having been nominated by a member and consented in writing to act as auditor of the Company, be appointed as auditor of the Company, with effect from the close of the meeting.”
8. Adoption of a new Constitution of St John Ambulance Australia (NSW) (Special Resolution No.1) To consider and if thought fit, to approve the following resolution as a special resolution: “That the members of the Company approve and adopt the revised constitution as circulated with the notice of meeting in substitution for, and to the exclusion of, the existing constitution of the Company.”
9. Year In Review Presentation of the 2021 Year in Review.
10. General Business Any other business of which appropriate notice has been given.
11. Close The Chair declares the meeting closed.
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Explanatory Statement This Explanatory Statement explains the items of business to be considered at the Meeting and forms part of the Notice of Meeting and should be read in conjunction with it. Ordinary Resolution No.1 – Appointment of Auditor Note: this resolution will only be proposed if the Company receives ASIC’s consent to the resignation of HLB Mann Judd as the auditor of the Company prior to this Annual General Meeting.
HLB Mann Judd has provided external audit services to St John Ambulance Australia (NSW) since 2016. Each year the performance of HLB Mann Judd has been reviewed by the Board’s Audit, Risk and Investment Committee and has been well regarded by both the Audit, Risk and Investment Committee and the Board. In line with accepted good governance practices the Audit, Risk and Investment Committee undertook a formal review and expression of interest process to benchmark the incumbent auditor against other suitably qualified firms. Invitations to submit proposals were issued to 4 suitability qualified audit firms inviting them to address key evaluation criteria including the firm’s experience, industry experience, governance and independence, value for money and consideration of value-added services that they may provide to support St John Ambulance Australia (NSW) in the achievement of our mission. Following the receipt of submissions, presentations were provided to the Audit, Risk and Investment Committee in March. A formal evaluation of each of the proposals was undertaken and the Audit, Risk and Investment Committee recommended, and the Board approved, the proposal to appoint KPMG as auditor of the Company commencing financial year 2022. KPMG have provided their consent to be appointed as Auditor. In accordance with section 328B(1) of the Corporations Act, a nomination from a member to appoint KPMG has been received and is incorporated in these meeting materials below. To give effect to the proposed change in audit firms, HLB Mann Judd has given notice of its intention to resign as auditor of the Company to ASIC (under section 329(5) of the Corporations Act). In order for the members to appoint KPMG as the auditor of the Company at this Annual General Meeting, ASIC must first provide its consent to HLB Mann Judd’s resignation in accordance with section 329(5)(b) of the Corporations Act. Accordingly, this resolution will only be proposed to members if ASIC has provided its consent prior to the meeting, Should ASIC’s consent be obtained and the resolution proposed to members, the Board and management would like to take the opportunity to thank HLB Mann Judd for their service as auditor of St John Ambulance Australia (NSW) for the past 6 years. A nomination from a member to appoint KPMG has been received and is incorporated in these meeting materials below.
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Directors’ Recommendation The Board unanimously recommends that Members vote FOR Ordinary Resolution No 1. The Chair of the meeting intends to vote undirected proxies in favour of this resolution.
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Special Resolution No.1 – Adoption of Constitution The Company has undergone a review of its constitution alongside its legal advisors. In order to modernise the constitution and ensure it was appropriate for a charity registered with the Australian Charities and Not-for-profits Commission (ACNC), the Company adopted a number of provisions from the ACNC’s template constitution for companies limited by guarantee. To amend the St John NSW Constitution required a special resolution to be passed by 75% of members voting in person or by proxy at the General Meeting of the members of the Company. The General Meeting was held on Thursday 10 February 2022, where the special resolution was passed unanimously. At the time of the meeting, inconsistencies in capitalisation were noted, alongside gender specific language and in respect to clause 22 the word ‘elect’ had been overlooked. Changes have been made to: •
Fix capitalisation to help guide the reader
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Insert the word elect in clause 22
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Change language to ensure it is inclusive for non-binary or genderless members
The proposed amendments to the Constitution were endorsed by the State Council on 10 March 2022. Directors’ Recommendation The Board unanimously recommends that Members vote FOR Special Resolution No 1. The Chair of the meeting intends to vote undirected proxies in favour of this resolution. Attachments 1. St John Ambulance Australia (NSW) Constitution with markup of typographical errors 2. St John Ambulance Australia (NSW) Constitution clean
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St John Ambulance Australia (NSW) MINUTES OF THE 130th ANNUAL GENERAL MEETING Held via Zoom On Thursday, 20 May 2021 at 6.00pm 1.
OPENING At 6.00pm, Sarah Lance (CEO) welcomed the attendees and confirmed that voting will be conducted through a show of hands counted by the Moderator, Jennifer Joseph. The CEO noted the documents pertaining to the meeting which were circulated to Members ahead of the meeting via email including:• • • •
The Notice of the Meeting Minutes of the 129th AGM 2020 Financial Statements 2020 Impact Report and the Year in Review
Mr Sean McGuinness (Chair) welcomed attendees and noted that the meeting was being held online in accordance with ASIC and ACNC regulatory guidance. The Chair advised that a quorum was present and declared the meeting open. The Chair began with an Acknowledgement to Country. The Chair acknowledged the members present, those guests in attendance and asked the CEO to acknowledge apologies received. 2.
PRESENT VIA ZOOM Andrew Sitaramayya, Andrew Stevens, Blake Edgecombe, Cheryl Langdon, Colin Lott, Coretta Bessi, Damien Spence, Dane Smale, Debbie Benham, Debbie Nilsson, Geoff Ticehurst, Helen Banu-Lawrence, Hoshang Parekh, Ilan Lowbeer, Jennifer Joseph, John Clary, Kathleen Miller, Ken Schneider, Kerry Ann Rowleson, Luke Grainger, Malcom Little, Marian Casey, Matthew Glozier, Mick Campbell, Paul Mackinder, Penny Farries, Peter Cameron, Rhonda Sneddon, Rob Lang, Sarah Lance, Scott McDonald, Sean McGuinness, Stephen Woodhill, Sven Nilsson, Sylvia Chan, Vanessa Barry, Vanessa Lorford-Mills, Warren Phillip-Clarke, Walter Gray, Wayde Walker, Syd Hyett, Trevor Mayhew, Hawraa Kash, Sheri Nixdorf, Amar Kaur, David Miller, Haoyang Cai, Sandra Haring, Trevor Murphy, Vincent Koc, Virginia Kubik. (53) IN ATTENDANCE VIA ZOOM The Hon Peter Collins (NSW State Council President), Mr Aidan Smith (Company Auditor, HLB Mann Judd), Samantha Bainy, Michelle Grey-Purcell, Martin Thomas, Nancy Schneider. APOLOGIES Kane Mortlock, Steve Karger, Mark Hutchings, Andrew North, Malcolm Knight, Dennis Buxton, Nicholas Castles, Sue Campbell-Lloyd AM (Director), John Ward, Janet Powell, Anthony O’Reilly, Peta O’Reilly, Breanna Gunning, Shane Webb, Chloe Green, Stephanie Green, Anthony Lawrence.
3.
WELCOME TO MEMBERS Page 1 of 4
The Chair introduced his fellow Board Directors and the Executive Team present. The Chair welcomed State Councillors and members of St John Ambulance Australia (NSW) (St John or the Company) to the 130th Annual General Meeting. The Chair also welcomed Mr Aidan Smith, Partner at HLB Mann Judd, the Company’s auditor, to answer any questions with respect to the auditor’s report and the conduct of the audit. The Chair noted the format of the meeting was set out in the agenda and included the Notice of Meeting and the Financial Statements for the Company that were distributed to members prior to the meeting. The Chair requested that with the permission of members present that the Notice of Meeting would be taken as read. 4.
ANNUAL GENERAL MEETING MINUTES OF 13 MAY 2020 The Chair tabled the Meeting Minutes of the 129th Annual General Meeting of the Company as held on 13 May 2020 which had been tabled at a meeting of the Board on 25 February 2021. Motion That the minutes of the 129th Annual General Meeting held on 13 May 2020 be adopted as an accurate record of the meeting. Moved By The Chair CARRIED The Chair invited any members to raise any queries or questions regarding the minutes. There were no queries or questions. The motion was submitted to a vote and was passed on a show of hands.
5.
MATTERS ARISING There were no matters arising.
6.
YEAR IN REVIEW The Chair introduced the CEO to present the ‘St John NSW Key Highlights for 2020’’. The CEO provided an overview of the key successes and challenges faced in 2020, and the CEO acknowledged the resilience of St John NSW during this time of significant disruption. The CEO noted that despite the challenging environment St John NSW has continued to make a significant contribution to the NSW community. The CEO noted that the year started with some of the worst fires in NSW history, local St John NSW teams were deployed to support communities across the State under extreme circumstances, even when their own homes were at risk. Over 400 of our brave volunteers worked tirelessly at evacuation centres and base camps to make sure everyone was St John safe. The CEO noted that not long after the last fire was out, the COVID-19 pandemic struck and our members were again deployed to support NSW Health. In 2020 our members were deployed at COVID-19 testing clinics, quarantine hotels, transport hubs, and at the Sydney Domestic and International airports. St John members supported the NSW Health COVID-19 public health response with over 100 shifts per day, keeping communities safe right across the State. Page 2 of 4
To achieve this over 500 new members were brought on board a = significant achievement from our teams behind the scenes, the People Performance & Culture Team, the Finance Team, the Operations team and many others. We demonstrated our agility, our ability to rapidly reimagine and future-proof our organisation. From PPE sales to online first aid training, St John NSW has demonstrated our capabilities in the most challenging of circumstances. The CEO noted her thanks to our Chair and Commissioner for their leadership, advice and support. We wish our retiring Commissioner, Associate Professor Dr Jason Bendall, all the best and thank him for everything he has achieved for us during such a challenging time. To the Board for your constant support, it is deeply appreciated and to our amazing executive team whose passion and dedication has helped shape St John NSW for the future. The Chair noted that while our traditional revenue streams were negatively impacted by COVID-19, we were able to diversify our income streams which has had a significant positive effect on our business. As an organisation, we haven’t just survived, we have grown and thrived. The Chair provided an overview of the COVID-19 pandemic response, our deployment with NSW Health and partnership with Sonic Healthcare, the revised delivery model of Event Health Services (EHS) and Training and noted the establishment of the Volunteer Service Model project to develop a sustainable and streamlined delivery model to support the work our members do in their local communities . The Chair noted that our 2021-2025 strategy will continue to strengthen our organisation and expand our social impact, to achieve this we will continue to invest in our people, our equipment and our technology. The Chair acknowledged and congratulated 43 postulates who were either invested or promoted in the Order. The Chair thanked all the staff and volunteers who had worked tirelessly to continue to serve our community especially in this unprecedented environment where personal health and safety is also at risk. 7.
FINANCIAL STATEMENTS The Chair noted the Financial Statements of the Company and its controlled entity for the year ended 31 December 2020, together with the accompanying Auditors’ Report and Independence Declaration as required under the Australian Charities and Not-for-profits Commission Act 2012, were previously distributed to members. The Chair opened the forum to allow members to raise any questions or queries on the financial statements. There were no questions. Motion That the Financial Statements for the year ended 31 December 2020 be adopted. Moved By The Chair CARRIED The motion was submitted to a vote and was passed by a positive show of hands.
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8.
GENERAL BUSINESS The Chair acknowledged the receipt of questions in writing prior to the meeting. Question Guy Chapman had submitted the question asking has any budget been put aside for the Blaxland Training Centre. The CFO noted that capital works to upgrade the IT and AV equipment at the Blaxland Training Centre, together with general maintenance to address the plumbing, drainage and other maintenance issues had been approved and was currently being scheduled. There were no further questions.
9.
CLOSE The Chair thanked everyone for taking the time to join the meeting, and with no further business declared the 130th Annual General Meeting closed. The Chair declared the meeting closed at 6.40pm.
CERTIFIED AS CORRECT Chair: Date:
CONFIRMED at AGM Chair: Date:
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St John Ambulance Australia (NSW) MINUTES OF GENERAL MEETING Held via Zoom On Thursday, 10 February 2022 at 6.00pm 1.
OPENING At 6.00pm, The CEO welcomed the attendees and confirmed that voting will be conducted through a show of hands counted by Moderators, Jennifer Joseph, and Leonie Smith. The CEO noted that the documents to the meeting, circulated to Members ahead of the meeting via email included: • • • •
Notice of Meeting and Agenda St John Ambulance Australia (NSW) Constitution with markup St John Ambulance Australia (NSW) Constitution clean Table of proposed changes to St John Ambulance Australia (NSW) Constitution
The Chair welcomed attendees and noted that the meeting was being held online in accordance with ASIC and ACNC regulatory guidelines. The Chair advised that a quorum was present and declared the meeting open. The Chair began with an Acknowledgement to Country. The Chair acknowledged the Members present and asked The CEO to acknowledge apologies received. 2.
PRESENT VIA ZOOM Malcolm Little, Stephen Woodhill (Director), Harry Delaney, Coretta Bessi (Director), Sue Campbell-Lloyd AM (Director), Debbie Benham, Kathleen Miller, Sandra Haring, Sean McGuinness (Chair), Sarah Lance (CEO), Sven Nilsson, Marco Franse, Jennifer Joseph, Grant Whitten, Debbie Nilsson, Rhonda Greenaway, Harold Greenaway, Andrew Sitaramayya, Hoshang Parekh, Lydia Sharpin, Kerry Ann Rowleson, Vincent Koc, Kerrie Hall, Marian Casey, Benjamin McClure, John Hay, Wayde Walker, Joanne Diacopoulos, Mick Campbell (Director), Jeffrey Parker, Tricia Spencer, Geoff Ticehurst, Scott McDonald (Deputy Chair), Trevor Mayhew, Bryan Kempton, Damien Spence, Rolf Schafer, Keith Avery, Blake Edgecombe, Ilan Lowbeer, Vanessa Lorford-Mills, David Collier, John Clary, Paul Mackinder, Syd Hyett, Trevor Murphy, Martin Thomas, Virginia Kubik, Rob Lang, Angela Greening, Jason Bendall. (51). IN ATTENDANCE VIA ZOOM Rebecca Skeete, Kelly McGowan, Leonie Smith (3) APOLOGIES Madeline Khun, Steve Forrest, Aaron Wanke, Mick Mair, Dianna Blackie, Kate Dean, John Lacson, Callum Johnston, Val Murray, Robbie Dinich, Jim Klumpp, Michelle Huang, Dennis Buxton, Susanne Page, Elizabeth Marsden, Haoyang Cai, Helen van Duursen, Shane Barton, Margaret O'Connor, Penelope Little, Peter Hickling, Nick Baker, Michael BridgerDarling, Joanne Muller, William Russell Wesslink, Alex Warwar, John Ward, Peter Page 1 of 3
Bouhalis, Trish Hyett, Paul Mackinder, Anthony O’Reilly, Pela O’Reilly, Tony Lawrence. Colin Lott (34). 3.
WELCOME TO MEMBERS The Chair welcomed his fellow Directors and the Executive Team present. The Chair welcomed and thanked the State Councillors and Members of St John Ambulance Australia (NSW) (St John or the Company) for their attendance at the General Meeting. The Chair noted the format of the meeting was set out in the agenda and included the Notice of Meeting distributed to Members prior to the meeting. The Chair requested that with the permission of Members present that the Notice of Meeting would be taken as read.
3.
CONSTITUTION REVIEW The Chair noted that the Company had undergone a review of its Constitution alongside its legal advisors with the aim to modernise the Constitution and ensure its appropriateness for a charity registered with the ACNC. A summary of the proposed changes both clean and marked-up was circulated with the Notice of Meeting to all Members of the Company on 13 December 2021. The Chair thanked Members of the State Council and the Constitutional Working Group for their input and noted that the State Council voted to endorse the new Constitution at their meeting on 25 November 2021. The Chair also thanked the Board of St John Ambulance Australia and the international Order of St John for their input, review, and approval of the proposed Constitutional changes in accordance with the requirements of the licensing agreement between St John Ambulance Australia and St John Ambulance Australia (NSW). A special resolution was proposed to Members to adopt the new Constitution. It was noted for a special resolution to be passed it requires 75% of the Members present in person and/or by Proxy to be in favour of the resolution. Prior to this meeting, six (6) proxies were received. The Chair asked the CEO to read the list of proxies. The Chair noted that all proxies received in direction of the Chair would be voted in favour of the resolutions. The Chair recognised questions received in advance of the meeting in respect of the Constitution. The Chair recognised questions received in relation to the minor typographical errors identified in the document and advised that corrections would be made to inconsistent capitalisations in the final proof of the document, these changes could be made to the extent they did not change the applicability, substance or meaning of the document. The Chair noted that any minor typographical errors identified that involved wording changes could be perceived as changing the meaning of the document and therefore would not be amended in this version of the Constitution, however these amendments would be noted for future reviews to the Constitution. The Chair opened the forum to allow Members to add any further questions on the proposed resolution. A question was raised by Sven Nilsson in respect of clause 22 where it appears the word ‘elect’ was overlooked. The Chair acknowledged the question and responded that the Board had taken advice on this matter from the Company’s legal advisors who have advised that as clause 22 of the document was titled “Election of Chairperson and Deputy Chairperson” it would be read in that context. A question was raised by Marian Casey in respect of item 2.2 regarding amending the wording of the clause to include language inclusive of non-binary or genderless Members. The Chair Page 2 of 3
acknowledged the question and noted that he would ensure those items were captured for future reviews of the Constitution. Motion That the members of the Company approve and adopt the revised constitution as circulated with the notice of meeting in substitution for, and to the exclusion of, the existing constitution of the Company. Moved Sean McGuiness Seconded Harry Delaney CARRIED The motion was submitted to a vote and was passed as a special resolution by a unanimous show of hands and proxies. 8.
OTHER BUSINESS The Chair invited items of Other Business without notice to be submitted by Members. There were no further items.
9.
CLOSE The Chair thanked everyone for taking the time to join the meeting and with no further business declared the General Meeting closed at 6.17pm.
CERTIFIED AS CORRECT Chair: Date:
CONFIRMED at AGM Chair: Date:
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financial report Saving lives through first aid
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St John Ambulance Australia (NSW)
St John Ambulance Australia (NSW) and controlled entity ABN 84 001 738 370 Financial Report For the year ended 31 December 20 1
ST JOHN AMBULANCE AUSTRALIA (NSW) AND CONTROLLED ENTITY ABN 84 001 738 370 TABLE OF CONTENTS
Directors’ Report....................................................................................................................... 1 Statement of Financial Position ................................................................................................ 7 Statement of Profit or Loss and Other Comprehensive Income .............................................. 8 Statement of Changes in Equity ............................................................................................... 9 Statement of Cash Flows ....................................................................................................... 10 Notes to the Financial Statements ......................................................................................... 11 Directors’ Declaration ............................................................................................................. 30 Directors’ Declaration Under the Charitable Fundraising Act ................................................ 31 Auditor’s Independence Declaration ...................................................................................... 32 Independent Auditor’s Report ................................................................................................. 33
ST JOHN AMBULANCE AUSTRALIA (NSW) AND CONTROLLED ENTITY ABN 84 001 738 370 DIRECTORS’ REPORT The Directors present their financial report for St John Ambulance Australia (NSW) (“the Company” or “St John Ambulance”) and its controlled entity, which are together referred to in this report as (“the Group”), for the year ended 31 December 2021. The Company is an entity limited by guarantee with no share capital under the provisions of the Australian Charities and Not-for-profits Commission Act 2012. Our Purpose Every day, Australians are at risk of vulnerability, illness, injuries and potentially life-threatening situations at home, in the workplace and the community. We believe that every Australian should have access to responsive healthcare and wellbeing support when and where they need it. Now more than ever, it is critical we empower and serve our communities. In 2021, our focus remained on delivering positive outcomes, providing sustainable solutions, and continuing to invest in our future. Serving Our Communities Since our inception in 1883 St John Ambulance has been proud to serve our communities and improve the lives of those around us. There has perhaps never been a greater need than now. Throughout the COVID-19 pandemic we have stepped forward to play our part in the path to recovery. St John Ambulance has actively partnered with NSW Health throughout the COVID-19 public health response, providing medical and logistical support at COVID-19 testing clinics, quarantine hotels and major transport hubs – including airports, across the state. Through the course of the pandemic our members have dedicated over 220,000 hours to keeping the NSW community safe. Our members continued to support NSW communities during the recent devastating flood crisis, providing community medical services and mental heath support to thousands of flood impacted residents at evacuation centres in northern NSW and critical field medical support to frontline emergency service first responders. Strategic Focus Despite the impact the COVID-19 pandemic has had on our operations and on all of our lives throughout 2021 we have made significant progress on the 4 key pillars of our 2025 Strategic Plan. Capability – To serve our community we invest in our people, our assets and our technology to ensure we are fit for purpose. In 2021 we continued to develop our capability by. •
Improving the volunteering experience at St John Ambulance through the development and launch of a range of new programs to enhance the recruitment, onboarding, induction and training of new volunteer members into the organisation, including tailored programs for adults, young people, and parents of children who have applied to join our youth programs.
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Investing in our future healthcare leaders by creating an extensive and interactive training program for our youth and cadet members. More than 40 learning modules were developed covering topics including personal safety, burns, bites and stings, anatomy, and defibrillation. Additionally, Cadet members can complete 12 Proficiency Badges via eLearning.
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Investing in the expansion of our operational fleet and equipment to ensure St John Ambulance remains a capable and reliable partner to support the NSW community. In 2021 we invested in 17 new vehicles, upgraded radio communications infrastructure and completed the roll-out of emergency response kits to support and enhance our ability to quickly respond in times of crisis.
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ST JOHN AMBULANCE AUSTRALIA (NSW) AND CONTROLLED ENTITY ABN 84 001 738 370 Knowledge – Our programs and courses empower individuals to take action when needed, to have confidence in a crisis. In 2021 we empowered our communities by. •
Equipping over 50,000 students with the ability and confidence to apply lifesaving first aid, mental health and crisis support skills, making homes, workplaces and communities across NSW safer.
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Launching the St John Ambulance online accredited First Aid and Cardiopulmonary Resuscitation (CPR) training courses to support essential workers maintain their qualifications throughout the COVID-19 pandemic and improve access to these critical lifesaving skills in regional and remote communities.
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Developing the Workplace Mental Health for Managers training course to provide workplace Managers and Supervisors with the knowledge and skills to assist employees with a mental illness or those returning to work after a crisis.
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The development, in partnership with Marathon Health, a registered charity and not-for-profit organisation, of a specialised Indigenous First Aid program. The training is culturally sensitive and designed to meet the unique needs of Indigenous communities. This program will empower Indigenous communities with the confidence and capability to act in emergencies and to support community members.
Safety – St John Ambulance is there when we are needed, our members have the skills, training and equipment to save a life. In 2021 we inspired confidence in our communities by. •
Providing essential community medical and COVID-19 safety services to keep staff and patrons safe at over 1,600 major and community events across the state.
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The Launch of the St John Ambulance Automated External Defibrillator (AED), in 2021 alone over 1,100 of these lifesaving devices were installed in workplaces, community venues and public spaces across NSW.
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Supporting emergency service organisations with COVID-19 testing services to ensure that the staff and volunteers of these essential services are available to respond in times of crisis.
Access – To enhance community care we help connect our communities with vital healthcare services. In 2021 we enhanced our communities access to health services by. •
Supporting the NSW Health COVID-19 rollout, St John Ambulance members provided crucial vaccination and administrative services at NSW Health vaccination hubs and supported vulnerable communities access to the COVID-19 vaccine through the operation of mobile outreach vaccination clinics.
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Through our partnership with Sonic HealthCare, St John Ambulance members provided COVID-19 vaccination services to vulnerable and priority groups including aged care and disability care staff and residents and frontline healthcare workers through a network of vaccination clinics across the Sydney metropolitan region.
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Our partnership with Healthshare NSW has seen St John Ambulance members provide Patient Transport Services to support Healthshare NSW with critical additional patient transport capacity in a time of unprecedented demand resulting from COVID-19. Our fleet of ambulances and logistics vehicles have been deployed across the Sydney metropolitan region to assist with transporting patients to and from hospitals or healthcare facilities.
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Throughout the pandemic St John Ambulance has supported essential services and businesses across the state to remain open and keep their staff safe through the provision of temperature testing services, first aid training and rapid antigen testing services.
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ST JOHN AMBULANCE AUSTRALIA (NSW) AND CONTROLLED ENTITY ABN 84 001 738 370
Financial Strength. St John Ambulance’s growth in recent years has enabled us to be a more resilient organisation with the ability to further respond to crisis events that have impacted our communities over the past 2 years, while continuing to deliver our core lifesaving services. It is very pleasing to report that we have been able to achieve a surplus of $3.554 million for 2021 following the surplus of $4.412M in 2020. Surpluses generated continue to be reinvested into enabling our organisation to deliver on our social purposes. We recognise that our staff and volunteers are our most important asset and investing in enabling and the training and development of our people is critical to our future success. We continue to be committed to investing in upgrading our operational fleet, equipment and systems to ensure St John Ambulance remains a capable and reliable partner supporting NSW communities. We are committed to ensuring the long-term sustainability of St John Ambulance and will continue to explore ways that we can grow and diversify our income streams. Thank you To all of our stakeholders, we thank you for your continued support of St John Ambulance in 2021. To our staff and volunteers whose dedication has continued to keep communities right across NSW safe in challenging circumstances throughout 2021, thank you. We are incredibly proud of the work that you do, your commitment and service to the communities of NSW. To our donors and supporters, we are honoured by your generosity. Your donations, grants and bequests directly support our community programs and volunteers, saving lives in communities across the state. To our corporate partners, your support enables us to fulfil our goal of saving lives and building community resilience. Every time you engage St John Ambulance to train staff in first aid, install a St John Ambulance workplace first aid kit or defibrillator, engage St John Ambulance corporate health services, make St John Ambulance products available for sale or support a St John Ambulance division with goods or services, you directly help us to deliver a greater impact to the NSW community. Directors Details The Directors of the Company at any time during or since the end of the year are: Name and qualifications
Board & Committee Membership
Sean McGuinness BCom (Fin/Acc), FCA, GAICD
Independent Non-Executive Director
Experience ▪
Chair of the Board of Directors ▪
Member of the Honours & Awards Committee
▪ Member of the Audit, Risk & Investment Committee to July 2021
▪ ▪ ▪
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C-Suite executive with extensive listed and private company experience in Australia, Europe, United States and Asia, specialising in the areas of risk management, governance, M+A and finance strategy. Extensive Health, Consumer Products and Natural resources experience. Fellow of the Institute of Chartered Accountants Australia. Graduate of the Australian Institute of Company Directors. Director of St John Ambulance Australia. Experienced Non-Executive Director & Chairman - committed to supporting profit for purpose organisations.
ST JOHN AMBULANCE AUSTRALIA (NSW) AND CONTROLLED ENTITY ABN 84 001 738 370 Name and qualifications
Board & Committee Membership
Sue Campbell-Lloyd AM AM, RN, CStJ
Independent Non-Executive Director
Experience ▪
Chair of the Honours & Awards Committee
Scott McDonald BA, LLB, FAICD
Member of the People & Clinical Governance Committee from September 2021 Independent Non-Executive Director
▪
Deputy Chair of the Board of Directors
▪
▪ ▪
▪
Coretta Bessi BCom, MBA, GAICD
Member of the Audit, Risk & Investment Committee
▪
Independent Non-Executive Director
▪ ▪
Member of the Audit, Risk & Investment Committee
▪ ▪
Chair of the Audit, Risk & Investment Committee to August 2021
Extensive experience in public health policy and program management at state and national level, including the promotion and implementation of nationwide immunisation programs, HR, governance and risk management. Retired.
Legal Practitioner. Senior Member, NSW Civil & Administrative Tribunal, Consumer & Commercial Division. Facilitator, Australian Institute of Company Directors, Company Directors’ Course. Fellow, Australian Institute of Company Directors. Lead partner in the pro-bono practice and successfully run appeals involving human rights to the High Court of Australia. Experienced C-Suite Executive. Extensive experience across procurement, supply chain, financial services, risk and compliance and information technology. Leadership experience in public, private and not-for-profit organisations. Lecturer University of Wollongong / Sydney Business School (Procurement / Negotiations).
Member of the People & Governance Committee
Stephen Woodhill BA, MComm, FCCPA, AFAMI, MAICD, MPRIA, CPM
Chair of the People & Governance Committee from September 2021z Independent Non-Executive Director Member of the Honours & Awards Committee Member of the People, Clinical & Governance Committee
Mick Campbell BSc, GAICD
Independent Non-Executive Director
▪ ▪
Experienced Chief Executive Officer. Extensive experience in corporate governance, issues and crisis management, government relations, investor relations, corporate & social responsibility, media relations and internal communication. ▪ Leadership experience in Not-for-Profit industry association and advocacy groups.
▪ ▪
Member of the Audit Risk and Investment Committee Chair of the Audit, Risk & Investment Committee from September 2021
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Internationally experienced CIO / IT Director of 20 years. Specialises in technology transformations and turnarounds. Industry experience includes Higher Education, Healthcare, Professional Services, Technology and Finance.
ST JOHN AMBULANCE AUSTRALIA (NSW) AND CONTROLLED ENTITY ABN 84 001 738 370 Name and qualifications
Board & Committee Membership
Ilan Lowbeer B. Eng (Hons 1), M Sc (Logistics), GAICD
Commissioner and Director (appointed September 2021)
Associate Professor Jason Bendall OStJ BMedSc(Hons) MBBS MM(ClinEpi) PhD FANZCA FPA FANZCP GAICD
Experience ▪ ▪
Member of the Honours & Awards Committee from September 2021
▪
Commissioner and Director (Retired August 2021)
▪ ▪ ▪
Member of the Honours & Awards Committee to August 2021 Chair of the People, Clinical & Governance Committee to August 2021
▪ ▪ ▪ ▪
▪ ▪
Joanne Muller BSc, DipEd, LLB
Independent Non-Executive Director (Resigned 31/01/2021)
▪ ▪ ▪ ▪
Member of the People & Governance Committee to January 2021
▪
Member of the Honours & Awards Committee to January 2021
▪ ▪
5
15 years’ experience in commercial and supply chain management. Graduate, Australian Institute of Company Directors. 20 years’ experience in volunteer leadership and management roles. Specialist Anaesthetist. Prehospital and Retrieval Medicine. Emergency Medical Services & Paramedicine. First aid and resuscitation. Health Service Management. Volunteer management. Certified intensive care paramedic and an Adjunct Associate Professor in Paramedicine at Charles Sturt University and University of Sunshine Coast.. Represents St John Ambulance on the Australian Resuscitation Council. Deputy Convenor (First Aid sub-committee) for the Australian & New Zealand Committee on Resuscitation. Legal Practitioner. Legal Member - Nursing and Midwifery Council of NSW. Director - Girl Guides NSW ACT NT. Chair - Southern Metropolitan Cemeteries New South Wales. Member - Fundraising and Development Committee of the Board of Trustees Royal Academy of Dance – London. Occasional Lecturer - Macquarie University (Chiropractic). Guest Lecturer – University of New South Wales (Optometry).
ST JOHN AMBULANCE AUSTRALIA (NSW) AND CONTROLLED ENTITY ABN 84 001 738 370
Meetings of Directors The number of directors’ meetings (including meetings of committees of directors) and number of meetings attended by each of the directors of the Company during the financial year are: Board Meetings
Sean McGuinness Scott McDonald Coretta Bessi Sue Campbell-Lloyd Ilan Lowbeer Mick Campbell Stephen Woodhill Jason Bendall Joanne Muller
Eligible to Attend 10 10 10 10 4 10 10 6 -
Directors Sean McGuinness Scott McDonald Coretta Bessi Sue Campbell-Lloyd Ilan Lowbeer Mick Campbell Stephen Woodhill Jason Bendall Joanne Muller
People, Clinical & Governance Committee Eligible to Attended Attend 5 5 2 2 2 2 5 4 2 2 -
Directors
Attended 10 10 9 10 4 9 7 6 -
Audit Risk & Investment Committee Eligible to Attended Attend 1 1 4 4 4 4 4 4 -
Honours and Award Committee Eligible to Attended Attend 2 2 2 2 1 1 2 2 1 -
Events subsequent to Balance Date At a General Meeting of members of the Company held on 10 February 2022 the members of the Company passed a special resolution to adopt a new Constitution. Other than the matters detailed above, no other matters or circumstances have arisen which have significantly affected, or may significantly affect, the operations of the Company, the results of those operations or affairs of the Company in future financial periods.
Sean McGuinness Chair
Mick Campbell Director
Sydney, NSW 31 March 2022
6
ST JOHN AMBULANCE AUSTRALIA (NSW) AND CONTROLLED ENTITY ABN 84 001 738 370 STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2021
Note
2021 $’000
2020 $’000
ASSETS Current assets Cash and cash equivalents Trade and other receivables Financial assets Inventories Other assets
7 8 10 9 11
5,979 1,996 162 1,281 1,051
12,118 1,291 161 2,219 409
10,469
16,198
29,836 3,228 190 2,403 76
22,821 2,552 371 3,143 722
Total non-current assets
35,733
29,609
TOTAL ASSETS
46,202
45,807
3,279 853 678 957 725
4,561 687 96 1,209 5,174
6,492
11,727
280 1,711 10
294 2,301 10
Total non-current liabilities
2,001
2,605
TOTAL LIABILITIES
8,493
14,332
37,709
31,475
34,135 3,574
30,581 894
37,709
31,475
Total current assets Non-current assets Financial assets Property, plant and equipment Intangible assets Right-of-use assets Other assets
10 12 13 14 11
LIABILITIES Current liabilities Trade and other payables Employee entitlements Provisions Lease liabilities Other liabilities
15 17 18 19 20
Total current liabilities Non-current liabilities Employee entitlements Lease liabilities Other liabilities
17 19 20
NET ASSETS EQUITY Accumulated funds Reserves
27
TOTAL EQUITY
The above statement of financial position should be read in conjunction with the accompanying notes. 7
ST JOHN AMBULANCE AUSTRALIA (NSW) AND CONTROLLED ENTITY ABN 84 001 738 370 STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2021
Note Revenue Product sales revenue Training course fees revenue Medical support services Event fees revenue Donations and bequests Government grants Other grants Other revenue
5 4
Total revenue Income Other income Gain on sale of property, plant & equipment
4 4
Total other income Expenses Administration expenses Contribution to St John Ambulance Australia (National Office) Depreciation and amortisation Distribution expenses Employee expenses Finance costs Marketing expenses Property expenditure Training expenses Transport expenses Volunteer service expenses Other expenses Total expenses Surplus (deficit) before income tax Income tax Surplus (deficit) for the year
6
6
2021 $’000
2020 $’000
10,633 6,251 9,877 1,173 189 16,284 61 1,438
14,174 6,387 4,133 735 554 6,932 39 1,267
45,906
34,221
4
2,125 -
4
2,125
(3,037) (405) (2,218) (5,334) (26,216) (135) (375) (656) (466) (653) (743) (2,118)
(1,906) (406) (2,006) (7,964) (13,335) (162) (776) (689) (439) (561) (640) (3,050)
(42,356)
(31,934)
3,554
4,412
-
-
3,554
4,412
Other comprehensive income (deficit): Items that will not be reclassified to profit or loss: Changes in the fair value of equity instruments
2,680
Total comprehensive income (deficit) for the year
6,234
(49) 4,363
The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes. 8
ST JOHN AMBULANCE AUSTRALIA (NSW) AND CONTROLLED ENTITY ABN 84 001 738 370 STATEMENT OF CHANGES IN EQUITY FOR YEAR ENDED 31 DECEMBER 2021 Fair Value through Other Comprehensive Income Reserve
$’000
Accumulated Funds $’000
Total $’000
Balance at 1 January 2020
943
26,169
27,112
Comprehensive income Surplus (deficit) for the year Other comprehensive income (deficit)
(49)
4,412 -
4,412 (49)
Total comprehensive income (deficit) for the year
(49)
4,412
4,363
Balance at 31 December 2020
894
30,581
31,475
Balance at 1 January 2021
894
30,581
31,475
Comprehensive income Surplus (deficit) for the year Other comprehensive income (deficit)
2,680
3,554 -
3,554 2,680
Total comprehensive income (deficit) for the year
2,680
3,554
6,234
Balance at 31 December 2021
3,574
34,135
37,709
The above statement of changes in equity should be read in conjunction with the accompanying notes. 9
ST JOHN AMBULANCE AUSTRALIA (NSW) AND CONTROLLED ENTITY ABN 84 001 738 370 STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2021 2021 $’000
2020 $’000
22,123 (38,547) 16,535 1,205 (135) 1
33,310 (29,229) 7,524 977 (162) 12
1,182
12,432
Cash flows from investing activities Purchase of property, plant and equipment and intangible assets Funds invested
(1,653) (4,335)
(1,414) (663)
Net cash flows from (used in) investing activities
(5,988)
(2,077)
Cash flows from financing activities Repayment of lease liabilities
(1,333)
(1,167)
Net cash flows from (used in) financing activities
(1,333)
(1,167)
Net increase (decrease) in cash and cash equivalents
(6,139)
9,188
Cash and cash equivalents at the beginning of the financial year
12,118
2,930
5,979
12,118
Note Cash flows from operating activities Receipts from customers Payments to suppliers and employees Donations and grants received Dividends received Interest paid Interest received Net cash flows from operating activities
Cash and cash equivalents at the end of the financial year
7
.
The above statement of cash flows should be read in conjunction with the accompanying notes. 10
ST JOHN AMBULANCE AUSTRALIA (NSW) AND CONTROLLED ENTITY ABN 84 001 738 370 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021
1.
GENERAL INFORMATION The financial report includes the consolidated financial statements and notes of St John Ambulance Australia (NSW) (“the Company”) and its controlled entity (“the Group”). The Company is registered as a Company limited by guarantee. The financial statements were approved by the Board of Directors on 31 March 2022.The directors have the power to amend and reissue the financial statements.
2.
BASIS OF PREPARATION
(a)
Statement of compliance The Company and its controlled entity apply Australian Accounting Standards- Reduced Disclosure Requirements as set out in AASB 1053: Application of Tiers of Australian Accounting Standards and AASB 2010-2: Amendments to Australian Accounting Standards arising from Reduced Disclosure Requirements. These financial statements are general purpose financial statements that have been prepared in accordance with Australian Accounting Standards - Reduced Disclosure Requirements and the Australian Charities and Not-for-profits Commission Act 2012. The Company is a not-for-profit entity for financial reporting purposes under Australian Accounting Standards. Australian Accounting Standards set out accounting policies that the AASB has concluded would result in financial statements containing relevant and reliable information about transactions, events and conditions.
(b)
Basis of measurement The financial statements have been prepared on an accruals basis and are based on historical costs, modified, where applicable, by the measurement at fair value of financial assets. Rounding of amounts The company has applied the relief available to it under ASIC Corporations (Rounding in Financial/Director’s reports) Instrument 2016/191 issued by the Australian Securities and Investment Commission relating to the “rounding off” of amounts in the financial statements. Accordingly, the amounts presented in the financial statements have been rounded to the nearest thousand dollars ($'000) unless otherwise stated.
(c)
Critical accounting estimates and judgements The Directors evaluate estimates and judgments incorporated into the financial statements based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Group. Key estimates Impairment - general The Group assesses impairment at the end of each reporting period by evaluation of conditions and events specific to the Group that may be indicative of impairment triggers. Recoverable amounts of relevant assets are reassessed using value-in-use calculations which incorporate various key assumptions.
11
ST JOHN AMBULANCE AUSTRALIA (NSW) AND CONTROLLED ENTITY ABN 84 001 738 370 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 (CONTINUED)
2.
BASIS OF PREPARATION (CONTINUED)
(c)
Critical accounting estimates and judgements (continued) Estimation of useful lives of assets The estimation of the useful lives of assets has been based on historical experience as well as manufacturers' warranties (for plant and equipment) and turnover policies (for motor vehicles). In addition, the condition of the assets is assessed at least once per year and considered against the remaining useful life. Adjustments to useful lives are made when considered necessary. Revenue from contracts with customers involving sale of goods When recognising revenue in relation to the sale of goods to customers, the key performance obligation of the Group is considered to be the point of delivery of the goods to the customer, as this is deemed to be the time that the customer obtains control of the promised goods and therefore the benefits of unimpeded access. Lease term The lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Judgement is exercised in determining whether there is reasonable certainty that an option to extend the lease or purchase the underlying asset will be exercised, or an option to terminate the lease will not be exercised, when ascertaining the periods to be included in the lease term. In determining the lease term, all facts and circumstances that create an economical incentive to exercise an extension option, or not to exercise a termination option, are considered at the lease commencement date. Factors considered may include the importance of the asset to the Group's operations; comparison of terms and conditions to prevailing market rates; incurrence of significant penalties; existence of significant leasehold improvements; and the costs and disruption to replace the asset. The Group reassesses whether it is reasonably certain to exercise an extension option, or not exercise a termination option, if there is a significant event or significant change in circumstances. Incremental borrowing rate Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to discount future lease payments to measure the present value of the lease liability at the lease commencement date. Such a rate is based on what the Group estimates it would have to pay a third party to borrow the funds necessary to obtain an asset of a similar value to the right-of-use asset, with similar terms, security and economic environment. Lease make good provision A provision has been made for the present value of anticipated costs for future restoration of leased premises. The provision includes future cost estimates associated with closure of the premises. The calculation of this provision requires assumptions such as application of closure dates and cost estimates. The provision recognised for each site is periodically reviewed and updated based on the facts and circumstances available at the time. Changes to the estimated future costs for sites are recognised in the statement of financial position by adjusting the asset and the provision. Reductions in the provision that exceed the carrying amount of the asset will be recognised in profit or loss. Allowance for expected credit losses The allowance for expected credit losses assessment requires a degree of estimation and judgement. It is based on the lifetime expected credit loss, grouped based on days overdue, and makes assumptions to allocate an overall expected credit loss rate for each group. These assumptions include recent sales experience and historical collection rates.
12
ST JOHN AMBULANCE AUSTRALIA (NSW) AND CONTROLLED ENTITY ABN 84 001 738 370 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 (CONTINUED) 2.
BASIS OF PREPARATION (CONTINUED)
(c)
Critical accounting estimates and judgements (continued) Provision for impairment of inventories The provision for impairment of inventories assessment requires a degree of estimation and judgement. The level of the provision is assessed by taking into account the recent sales experience, the ageing of inventories and other factors that affect inventory obsolescence.
(d)
Comparatives Where required by Accounting Standards comparative figures have been adjusted to conform to changes in presentation for the current financial year. Where the Group has retrospectively applied an accounting policy, made a retrospective restatement or reclassified items in its financial statements, an additional statement of financial position as at the beginning of the earliest comparative period will be disclosed.
3.
SIGNIFICANT ACCOUNTING POLICIES The principal accounting policies adopted in the preparation of the financial report are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
(a)
Principles of consolidation The consolidated financial statements comprise the financial statements of the Company and its controlled entity, together referred to in this report as the Group. Control exists where the Company is exposed, or has rights, to variable returns from its involvement with the controlled entity and has the ability to effect returns through it power over the controlled entity. Details of the controlled entity are contained in Note 23 to the financial statements. All inter-Group balances and transactions between entities in the Group, including any unrealised profits or losses, have been eliminated on consolidation. Where controlled entities have entered or left the Group during the year, their operating results have been included from the date control was obtained or until the date control ceased. There are no outside interests in the equity or results of the controlled entities.
(b)
Income tax The Company and its controlled entity are exempt institutions from income tax under Division 50 of the Income Tax Assessment Act 1997. The Company has deductible gift recipient (DGR) status.
(c)
Goods and services tax (“GST”) Revenue, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO). Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the ATO is included with other receivables or payables in the statement of financial position. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to, the ATO are presented as operating cash flows included in receipts from customers or payments to suppliers.
13
ST JOHN AMBULANCE AUSTRALIA (NSW) AND CONTROLLED ENTITY ABN 84 001 738 370 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 (CONTINUED)
3.
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(d)
Revenue recognition Amounts disclosed as revenue are net of returns, trade allowances and duties and taxes including goods and services tax (GST). Revenue is recognised for the major business activities as follows: Revenue from contracts with customers Revenue is recognised at an amount that reflects the consideration to which the Group is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the Group: identifies the contract with a customer; identifies the performance obligations in the contract; determines the transaction price which takes into account estimates of variable consideration and the time value of money; allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good or service to be delivered; and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised. Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates are determined using either the 'expected value' or 'most likely amount' method. The measurement of variable consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The measurement constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts received that are subject to the constraining principle are recognised as a refund liability. Other than grant and rental revenue, all revenue is recognised at a point in time when the goods are delivered or the courses/events have occurred. Sale of goods Revenue from the sale of goods is recognised at the point in time when the customer obtains control of the goods, which is generally at the time of delivery. Training courses and events Revenue from training courses and events is recognised at the point in time when the training course/event has occurred. Rendering of services Revenue from a contract to provide services is recognised over time as the services are rendered based on either a fixed price or an hourly rate. Interest revenue Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets. Dividend and other investment revenue Dividends and other investment revenue are recognised when the right to receive payment is established. Donations and fundraising events The timing of the recognition of donations, grants and fundraising depends upon the point in time at which control of these monies is obtained. Control would normally occur upon the earlier of the receipt of the monies or notification that the monies have been secured.
14
ST JOHN AMBULANCE AUSTRALIA (NSW) AND CONTROLLED ENTITY ABN 84 001 738 370 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 (CONTINUED)
3.
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(d)
Revenue recognition (continued) Grants The Group's activities are supported by grants received from the federal and state governments, and other parties. If grants are received for specific purposes and are considered enforceable, grant revenue is recognised as a liability and revenue is recognised as services are performed. If grant revenue is not for specific purposes or enforceable, it is recognised on receipt. Contributions in kind Contributions in kind are recognised as income when control of the item of property, plant and equipment contributed passes to the Group at fair value at the date of the contribution. Volunteer services The Group has elected not to recognise volunteer services as either revenue or other form of contribution received. As such, any related consumption or capitalisation of such resources received is also not recognised.
(e)
Cash and cash equivalents Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the statement of financial position.
(f)
Inventories Inventories are measured at the lower of cost and net realisable value. Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale.
(g)
Trade receivables For all sources of recurrent income, trade receivables are recognised at cost value less provision for doubtful debts. The Group assesses on a forward looking basis the expected credit losses associated with its debt instruments carried at amortised cost and fair value through other comprehensive income. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the Group applies the simplified approach permitted by AASB 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables.
(h)
Property, plant and equipment Recognition and measurement Each class of property, plant and equipment is carried at cost less, where applicable, any accumulated depreciation and impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment. Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss. 15
ST JOHN AMBULANCE AUSTRALIA (NSW) AND CONTROLLED ENTITY ABN 84 001 738 370 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 (CONTINUED)
3.
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(h)
Property plant and equipment (continued) Subsequent costs Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred. Property Land and buildings are carried at cost, less depreciation and impairment losses on buildings. The carrying amount of land and buildings is reviewed annually by the Directors to ensure that it is not in excess of the recoverable amount from those assets. Depreciation The depreciable amount of all property, plant and equipment including buildings, but excluding freehold land, is depreciated on a straight line basis over the asset’s useful life to the Group commencing from the time the asset is held ready for use. The depreciation useful life used for each class of depreciable assets is: Buildings Furniture and equipment Motor vehicles
20 – 30 years 3 – 15 years 5 years
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. (i)
Impairment of assets Other than trade receivables (note 3(g)) assets that have an indefinite useful life which are not subject to amortisation are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). Impairment losses are reversed through profit or loss when there is an indication that the impairment loss may no longer exist and there has been a change in the estimate used to determine the recoverable amount.
(j)
Non-current assets held for sale and discontinued operations Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered probable. They are measured at the lower of their carrying amount and fair value less costs to sell.
16
ST JOHN AMBULANCE AUSTRALIA (NSW) AND CONTROLLED ENTITY ABN 84 001 738 370 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 (CONTINUED)
3.
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(k)
Lease liability A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred. Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down.
(l)
Right-of-use assets A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and restoring the site or asset. Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities. The estimated useful life used for each class of right-of-use assets is: Leases of land and buildings Leases of plant and equipment
3 – 5 years 3 – 5 years
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for shortterm leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred. (m)
Financial instruments Classification Upon adoption of AASB 9, the group classified its financial assets in the following measurement categories: those to be measured subsequently at fair value through other comprehensive income (“OCI”), and; those to be measured at amortised cost. The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.
17
ST JOHN AMBULANCE AUSTRALIA (NSW) AND CONTROLLED ENTITY ABN 84 001 738 370 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 (CONTINUED)
3.
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(m)
Financial instruments (continued) For assets measured at fair value, gains and losses are recorded in OCI. For investments in equity instruments that are not held for trading, the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (“FVOCI”). Recognition and derecognition Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.
Measurement At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (“FVPL”), transaction costs that are directly attributable to the acquisition of the financial asset. The Group subsequently measures all equity investments at fair value. Where the Group’s management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognised in profit or loss as other income when the Group’s right to receive payments is established. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value. Impairment The Group assesses on a forward looking basis the expected credit losses associated with its debt instruments carried at amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the Group applies the simplified approach permitted by AASB 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. (n)
Intangible assets Software Software has a finite useful life and is carried at cost less accumulated amortisation and impairment losses. Amortisation is calculated using the straight-line method to allocate the cost of the software over its estimated useful life of between 3 and 10 years.
(o)
Trade and other payables Trade and other payables represent the liability outstanding at the end of the reporting period for goods and services received by the Group during the reporting period, which remain unpaid. The balance is recognised as a current liability with the amounts normally paid within 30 days of recognition of the liability. The carrying amount of trade and other payables is deemed to reflect fair value.
(p)
Revenue received in advance Revenue, other than government contract income, that is received before the service to which the payment relates has been provided is recorded as a liability until such time as the service has been provided, at which time it is recognised in profit or loss. 18
ST JOHN AMBULANCE AUSTRALIA (NSW) AND CONTROLLED ENTITY ABN 84 001 738 370 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 (CONTINUED)
3.
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(q)
Employee benefits Short-term employee benefits Provision is made for the Group's obligation for short-term employee benefits. Short-term employee benefits are benefits (other than termination benefits) that are expected to be settled wholly within 12 months after the end of the annual reporting period in which the employees render the related service, including wages, salaries, annual leave and long service leave. Short-term employee benefits are measured at the (undiscounted) amounts expected to be paid when the obligation is settled. The Company's obligations for short-term employee benefits such as wages and salaries are recognised as a part of current trade and other payables in the statement of financial position. Other long-term employee benefits The Group classifies employees' long service leave entitlements as other long-term employee benefits as they are not expected to be settled wholly within 12 months after the end of the annual reporting period in which the employees render the related service. Provision is made for the Group's obligation for other long-term employee benefits, which are measured at the present value of the expected future payments to be made to employees. Expected future payments incorporate anticipated future wage and salary levels, durations of service and employee departures, and are discounted at rates determined by reference to market yields at the end of the reporting period on government bonds that have maturity dates that approximate the terms of the obligations. Upon the remeasurement of obligations for other long-term employee benefits, the net change in the obligation is recognised in profit or loss classified under employee benefits expense. The Company's obligations for long-term employee benefits are presented as non-current liabilities in its statement of financial position, except where the Company does not have an unconditional right to defer settlement for at least 12 months after the end of the reporting period, in which case the obligations are presented as current liabilities. Retirement benefit obligations Superannuation contributions are made by the Group to employee superannuation funds and are charged as expenses when incurred.
(r)
Provisions Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured. Provisions recognised represent the best estimate of the amounts required to settle the obligation at the end of the reporting period.
(s)
Borrowings Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the statement of profit or loss and other comprehensive income over the period of the borrowings using the effective interest method. Fees paid on the establishment of the loan facilities are recognised in profit or loss.
(t)
New Accounting Standards for Application in Future Periods Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the Company for the annual reporting period ended 31 December 2021. The Company’s assessment of the impact of these new or amended Accounting Standards and Interpretations is that they will have no material impact on the financial statements of the Company. 19
ST JOHN AMBULANCE AUSTRALIA (NSW) AND CONTROLLED ENTITY ABN 84 001 738 370 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 (CONTINUED)
3.
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(t)
New Accounting Standards for Application in Future Periods (continued) AASB 1053 – Application of Tiers of Australian Accounting Standards and AASB 1060 - General Purpose Financial Statements – Simplified Disclosures for For-Profit and Not-for-Profit Tier 2 Entities As noted in note 1(a), the Company has applied Australian Accounting Standards – Reduced Disclosure Requirements. For the financial statements of the Group for the year ending 31 December 2022, this will be replaced by Australian Accounting Standards – Simplified Disclosures. by Australian Accounting Standards – Simplified Disclosures are based on the requirements of IFRS for small medium entities. The only impact on the financial statements of the Group will be some additional disclosures for some areas, and some disclosures may be removed. 2021 $’000
4.
2020 $’000
OTHER REVENUE AND INCOME Other revenue Rent received Dividends and distributions received Other operating revenue Interest revenue Revenue from sale of lottery tickets
1 1,205 230 2 -
1 977 251 12 26
Total other revenue
1,438
1,267
Other income JobKeeper ATO cashflow boost Net gain (loss) on disposal of property, plant and equipment
4
2,025 100 -
Total other income
4
2,125
Total other revenue and other income
4
3,392
20
ST JOHN AMBULANCE AUSTRALIA (NSW) AND CONTROLLED ENTITY ABN 84 001 738 370 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 (CONTINUED)
2021 $’000 5.
GOVERNMENT REVENUE (INCLUDING GOVERNMENT GRANTS) Commonwealth Government Department of Infrastructure, Regional Development and Cities Department of Social Services Department of Health
408 51
392 50 48
459
490
15,492 257 58
6,286 79 55
15,807
6,420
18
22
16,284
6,932
224 399 204 1,232
206 336 135 1,213
159
116
2,218
2,006
Finance costs: Interest expense – bank Interest expense – leases
135
3 159
Total finance costs
135
162
5,979
12,118
State Government NSW Ministry of Health Communities & Justice South Eastern Sydney Local Health District
Other Total government revenue
6.
EXPENSES
Depreciation: Buildings Furniture and equipment Motor vehicles Right-of-use assets Amortisation: Intangible assets Total depreciation and amortisation
7.
2020 $’000
CASH AND CASH EQUIVALENTS Cash at bank and on hand
21
ST JOHN AMBULANCE AUSTRALIA (NSW) AND CONTROLLED ENTITY ABN 84 001 738 370 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 (CONTINUED)
2021 $’000 8.
9.
10.
2020 $’000
TRADE AND OTHER RECEIVABLES Current Trade receivables Less: allowance for expected credit losses GST receivable
2,181 (238) 53
1,468 (177) -
Total current trade and other receivables
1,996
1,291
Current Stock on hand Less: allowance for impairment
1,485 (204)
2,587 (368)
Total current inventories
1,281
2,219
162
161
Non-current Managed funds Australian listed securities Pending Settlements
23,364 5,772 700
18,540 4,281 -
Total financial assets at fair value through other comprehensive income
29,836
22,821
Total non-current financial assets
29,836
22,821
Opening net carrying amount Additions (withdrawals) Fair value gain (loss) *
22,821 4,335 2,680
22,207 663 (49)
Closing net carrying amount
29,836
22,821
INVENTORIES
FINANCIAL ASSETS
Current Term deposits
Movements in carrying amount of managed funds and Australian listed securities
* Fair value gain (loss) represents the realised and unrealised net fair value adjustment to the carrying amount of the Group’s long term investment portfolio.
22
ST JOHN AMBULANCE AUSTRALIA (NSW) AND CONTROLLED ENTITY ABN 84 001 738 370 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 (CONTINUED)
2021 $’000 11.
OTHER ASSETS Current Accrued income Dividends receivable Prepayments Security bond Total current other assets
491 93 431 36
106 174 123 6
1,051
409
76
722
Non-current Other assets
12.
2020 $’000
PROPERTY, PLANT AND EQUIPMENT Buildings & Improvements
Land $’000 As at 31 December 2021 Cost Accumulated depreciation and impairment Net carrying amount As at 31 December 2020 Cost Accumulated depreciation and impairment Net carrying amount Movements in carrying amounts Opening net carrying amount Additions Transfers to/(from) intangible assets Depreciation charge for the year Closing net carrying amount
$’000
65
Furniture & Equipment $’000
Motor Vehicles $’000
2,840
8,664
4,277
15,846
(1,739)
(7,572)
(3,307)
(12,618)
65
1,101
1,092
970
3,228
65
2,840
8,058
3,410
14,373
(1,515)
(7,170)
(3,136)
(11,821)
-
65
1,325
888
274
2,552
65 -
1,325 -
888 624
274 900
2,552 1,524
(21) (399)
(204)
65
(224) 1,101
1,092
970
Other buildings beneficially owned Other buildings beneficially owned by the Group and built on leased land, and with a book cost of $Nil (2020: $Nil) are: • • • • • •
Total $’000
Blacktown, Myrtle Street (Lot 31) Broadmeadow, 177 Tudor Street Brocklehurst, Cnr Wambianna Street & Newell Highway (garage owned) Clarendon (part of Hawkesbury Showground) Granville, 2B Diamond Avenue Warners Bay, 18 James Street (Lot 11) 23
(21) (827) 3,228
ST JOHN AMBULANCE AUSTRALIA (NSW) AND CONTROLLED ENTITY ABN 84 001 738 370 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 (CONTINUED) 2021 $’000 13.
INTANGIBLE ASSETS Software Movements in carrying amounts Opening net carrying amount Additions Disposals Transfers to/(from) property, plant and equipment Amortisation Closing net carrying amount At the end of the financial year Cost Accumulated amortisation Net carrying amount
14.
2020 $’000
371 129 (172) 21 (159)
222 265 (116)
190
371
785 (595)
952 (581)
190
371
RIGHT-OF-USE ASSETS Right-of-use Less: Accumulated depreciation
4,655 (2,252)
4,847 (1,704)
2,403
3,143
Additions to the right-of-use assets during the year were $283K (2020: $Nil). The Group leases land and buildings for its offices and training facilities under agreements of between three to five years with, in some cases, options to extend. The leases have various escalation clauses. On renewal, the terms of the leases are renegotiated. The Group also leases motor vehicles under agreements of between three to five years. The Group leases office equipment under agreements of less than one year. These leases are either short-term or low-value, so have been expensed as incurred and not capitalised as right-of-use assets
15.
TRADE AND OTHER PAYABLES Current Trade payables Other payables
1,925 1,354
2,791 1,770
Total current trade and other payables
3,279
4,561
24
ST JOHN AMBULANCE AUSTRALIA (NSW) AND CONTROLLED ENTITY ABN 84 001 738 370 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 (CONTINUED)
16.
BORROWINGS Financing facilities The Company has a bank overdraft facility of $2,000,000 (2020: $2,000,000) with a balance utilised at 31 December 2021 of $Nil (2020: $Nil) and a corporate business card facility of $300,000. Security The financing facilities are secured by a mortgage over the land and buildings at 9 St Johns Road, Blaxland NSW and a first registered charge over all of the assets of the Company. 2021 $’000
17.
EMPLOYEE ENTITLEMENTS Current Annual leave Long service leave
638 215
524 163
853
687
280
294
678
96
Current Lease liabilities
957
1,209
Non-current Lease liabilities
1,711
2,301
384 341
287 4,887
725
5,174
10
10
Non-current Long service leave
18.
PROVISIONS Current Other provisions
19.
20.
2020 $’000
LEASE LIABILITIES
OTHER LIABILITIES Current Revenue received in advance – other Revenue received in advance - government
Non-current Scholarship endowment – Lady Galleghan Trust
25
ST JOHN AMBULANCE AUSTRALIA (NSW) AND CONTROLLED ENTITY ABN 84 001 738 370 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 (CONTINUED) 21.
COMPANY INFORMATION As at and throughout the financial year ended 31 December 2021 the operating entity of the Group was St John Ambulance Australia (NSW). The Company’s controlled entity, St John Ambulance Australia (NSW Trust) Limited, was dormant throughout the financial year. All balances presented throughout this financial report are the balances of St John Ambulance Australia (NSW). 2021 $
22.
KEY MANAGEMENT PERSONNEL Remuneration of key management personnel (“KMP”) The aggregate amount of compensation paid to KMP during the year was:
23.
1,762
1,431
CONTROLLED ENTITIES
Controlled Entities Consolidated
24.
2020 $
Domiciled
Percentage owned 2020 2021
Parent entity St John Ambulance Australia (NSW)
Australia
n/a
n/a
Controlled entity St John Ambulance Australia (NSW Trust) Limited
Australia
100%
100%
RELATED PARTY TRANSACTIONS Directors’ remuneration In accordance with the Company’s Constitution (Item 10.16), a Director is not to be paid fees for acting as such except payment or reimbursement of reasonable disbursements relating to the business and activities of the Company or reasonable fees for professional or technical services to the Company previously approved by the Board. Purchases of first aid kits totalling $nil (2020: $1,787) were made by Directors during the year on normal commercial terms. There were no other related party transactions during the year.
25.
ECONOMIC DEPENDENCY Certain community programs delivered by the Group are dependent on the ongoing receipt of financial assistance from State and Commonwealth governments. The Group’s COVID-19 Community Medical Support program is dependent on the ongoing receipt of financial assistance from the NSW Ministry of Health. The Group’s Norfolk Island Community First Response program is dependent on the ongoing receipt of financial assistance from the Commonwealth Department of Infrastructure, Regional Development and Cities.
26
ST JOHN AMBULANCE AUSTRALIA (NSW) AND CONTROLLED ENTITY ABN 84 001 738 370 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 (CONTINUED) 26.
LIMITATION OF MEMBERS’ LIABILITY The Company is registered as a Company limited by guarantee, and in accordance with the Constitution the liability of members of the Company in the event of the Company being wound up would not exceed $1.00 per member. The number of members of St John Ambulance Australia (NSW) “the Organisation” at 31 December 2021 was 2,718 (2020: 3,789). At 31 December 2021, 493 members of the Organisation had elected to become members of the Company (2020: 487).
27.
RESERVES Movement in the FVOCI reserve during the year is as follows: 2021 $’000
2020 $’000
Balance at beginning of year Changes in the fair value of equity instruments at FVOCI
894 2,680
943 (49)
Balance at end of the year
3,574
894
The Group has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive income. 28.
CHARITABLE FUNDRAISING ACTIVITIES Fundraising income and expenditure Gross proceeds from fundraising Donations Bequests Lottery Fundraising
186 3
280 275 26 -
189
581
3 -
84 178
3
262
Net surplus from fundraising
186
319
Total cost of fundraising (A) Gross proceeds from fundraising (B) (A) divided by (B)
3 189 2%
262 581 45%
Net surplus from fundraising (A) Gross proceeds from fundraising (B) (A) divided by (B)
186 189 98%
319 581 55%
Expenditure from fundraising appeals Fundraising Lottery
27
ST JOHN AMBULANCE AUSTRALIA (NSW) AND CONTROLLED ENTITY ABN 84 001 738 370 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 (CONTINUED)
28.
CHARITABLE FUNDRISING ACTIVITIES (CONTINUED) Fundraising income activities Fundraising income activities carried out during the year were functions, appeals, raffles and social fundraising activities. Expenditure of funds raised Surplus funds from fundraising are utilised in delivering on the mission of the Group to save lives and build community resilience The costs of fundraising during 2020 reflect the investment made in establishing the Groups fundraising capability. The Group has traditionally funded its community programs from the net surplus generated from our First Aid Sales and Training operations. The surplus achieved from these operations and all of our commercial and fundraising activities goes directly to supporting our community programs, which include by way of example, free First Aid training for school students, youth development programs, leadership and personal development programs for our volunteers and providing crucial first responder and community health services supporting communities across NSW. Directors' Declaration Made in accordance with a resolution of the Directors under the Charitable Fundraising Act 1991.
29.
IMPACT OF COVID-19 On 11 March 2020, the World Health Organisation (“WHO”) declared the Coronavirus disease 2019 (COVID-19) a pandemic. Throughout 2021 the pandemic continued to impact the Group’s operations with Government mandated lockdowns, restrictions on mass gatherings and social distancing measures resulting in disruption to the Group’s commercial First Aid Training and Event Health Services operations. During 2021 the Group’s Health Service operations experienced significant growth and continued to evolve throughout the year in response to the changing environment. During the year the Group provided temperature testing services, COVID-19 vaccination services, paramedical services, rapid antigen testing services, patient transport services and administration services to a range of public and private sector organisations. The Group continues to support the NSW Health COVID-19 public health response through the provision of staffing at COVID-19 testing clinics, major transport hubs, quarantine hotels and mass vaccination hubs. The Group has implemented prudent expense control measures in response to the pandemic. The extent of the impact of COVID-19 on the Group’s future financial performance and position is dependent of several variables including the duration of the pandemic, success of the vaccination program and the impact of future COVID-19 variants, the impact of these variables cannot be reasonably estimated given the continuing degree of uncertainty in the current climate. While the COVID-19 pandemic continues to create economic uncertainty, the Directors consider that the Group will be able to continue as a going concern as it is has net assets at 31 December 2021 of $37.6m and cash balances and financial investments that can readily converted into cash of $35.8m. 28
ST JOHN AMBULANCE AUSTRALIA (NSW) AND CONTROLLED ENTITY ABN 84 001 738 370 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 (CONTINUED) 30.
CONTINGENT LIABILITIES Litigation has been commenced against the Company by a former cadet member of the organisation in relation to allegations of historical sexual abuse, the Company intends to defend the claim. The information usually required by AASB 137 Provisions, Contingent Liabilities and Contingent Assets is not disclosed on the grounds that it can be expected to prejudice the outcome of the litigation. On 1 July 2018, in response to Royal Commission into Institutional Responses to Child Sexual Abuse, the National Redress Scheme was established. The National Redress Scheme provides support to people who experienced institutional child sexual abuse. The Company has joined the National Redress Scheme. The Company does not know what liability, if any, it may incur in relation to any possible legal and other expenses as a result of its participation in the National Redress Scheme and any past events.
31.
EVENTS OCCURING AFTER THE REPORTING DATE, INCLUDING IMPACT ON GOING CONCERN At a General Meeting of members of the Company held on 10 February 2022 the members of the Company passed a special resolution to adopt a new Constitution. Other than the matters detailed above, no other matters or circumstances have arisen which have significantly affected, or may significantly affect, the operations of the Company, the results of those operations or affairs of the Company in future financial periods
29
ST JOHN AMBULANCE AUSTRALIA (NSW) AND CONTROLLED ENTITY ABN 84 001 738 370 DIRECTORS’ DECLARATION The Directors of St John Ambulance Australia (NSW) declare that, in the Directors’ opinion: 1.
2.
The financial statements, which comprises the statement of financial position as at 31 December 2021, and the statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows for the year ended on that date, a summary of significant accounting policies and other explanatory notes are in accordance with the Australian Charities and Not-for-profits Commission Act 2012 and: (a)
Comply with Australian Accounting Standards – Reduced Disclosure requirements; and
(b)
Give a true and fair view of the Group’s financial position as at 31 December 2021 and of its performance for the year ended on that date.
There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
This declaration is made in accordance with subsection 60.15(2) of the Australian Charities and Not-for-profits Commission Regulation 2013.
Sean McGuinness Chair
Mick Campbell Director
Sydney, NSW 31 March 2022
30
ST JOHN AMBULANCE AUSTRALIA (NSW) AND CONTROLLED ENTITY ABN 84 001 738 370 DIRECTORS’ DECLARATION UNDER THE CHARITABLE FUNDRAISING ACT
In the opinion of the Directors of St John Ambulance Australia (NSW): (i)
The financial statements and notes thereto give a true and fair view of all income and expenditure with respect to fundraising appeals conducted by the organisation for the year ended 31 December 2021; and
(ii)
The statement of financial position as at 31 December 2021 give a true and fair view of the state of affairs of the Group with respect to fundraising appeals conducted by the organisation; and
(iii)
The provisions of the Charitable Fundraising Act 1991, the regulations under that Act, and the conditions attached to the authority to fundraise have been complied with by the organisation; and
(iv)
The internal controls exercised by the Group are appropriate and effective in accounting for all income received and applied by the organisation from any of its fundraising appeals.
This declaration is made in accordance with a resolution of the Board of Directors.
Sean McGuinness Chair
Mick Campbell Director
Sydney, NSW 31 March 2022
31
Auditor’s Independence Declaration
We declare that, to the best of our knowledge and belief, there have been no contraventions of any applicable code of professional conduct in relation to the audit of the financial report of St John Ambulance Australia (NSW) for the year ended 31 December 2021. This declaration is in relation to St John Ambulance Australia (NSW) and the entity it controlled during the period.
HLB Mann Judd Assurance (NSW) Pty Ltd Chartered Accountants
A G Smith Director
Sydney, NSW 31 March 2022
32
Independent Auditor’s Report to the Members of St John Ambulance Australia (NSW) Opinion We have audited the financial report of St John Ambulance Australia (NSW) (“the Entity”) and its controlled entity (“the Group”), which comprises the consolidated statement of financial position as at 31 December 2021, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the declaration declaration. In our opinion: (a)
the accompanying financial report of the Group has been prepared in accordance with Division 60 of the Australian Charities and Not-for-profits Commission Act 2012, including: (i) (ii)
giving a true and fair view of the Group’s financial position as at 31 December 2021 and of its financial performance and cash flows for the year then ended; and complying with Australian Accounting Standards – Reduced Disclosure Requirements and Division 60 of the Australian Charities and Not-for-profits Commission Regulation 2013; and
(b)
the financial report gives a true and fair view of fundraising appeals for the financial year;
(c)
any money received as a result of fundraising appeals conducted during the year ended 31 December 2021 has been properly accounted for and applied in accordance with the Charitable Fundraising Act 1991 and the Regulations thereto;
(d)
the financial statements and associated records have been properly kept during the financial year in accordance with provisions of the Charitable Fundraising Act 1991 and the Regulations thereto; and
(e)
at the date of this statement there are reasonable grounds to believe St John Ambulance Australia (NSW) will be able to pay its debts as and when they fall due.
Basis for Opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Entity and the Group in accordance with the auditor independence requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (“the Code”) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by Division 60 of the Australian Charities and Notfor-profits Commission Act 2012, which has been given to those charged with governance, would be in the same terms if given as at the time of this auditor’s report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Responsibilities of the Directors for the Financial Report The directors are responsible for the preparation of the financial report that gives a true and fair view in accordance with the Australian Accounting Standards – Reduced Disclosure Requirements and the Australian Charities and Not-for-profits Commission Act 2012 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error.
33
In preparing the financial report, the directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. The directors are responsible for overseeing the Group’s financial reporting process. Auditor’s Responsibilities for the Audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: •
• • •
•
Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
HLB Mann Judd Assurance (NSW) Pty Ltd Chartered Accountants
A G Smith Director
Sydney, NSW 6 April 2022
34
www.stjohnnsw.com.au
tel. 1300 785 646
Ordinary Resolution No.1 – Appointment of Auditor Note: this resolution will only be proposed if the Company receives ASIC’s consent to the resignation of HLB Mann Judd as the auditor of the Company prior to this Annual General Meeting.
HLB Mann Judd has provided external audit services to St John Ambulance Australia (NSW) since 2016. Each year the performance of HLB Mann Judd has been reviewed by the Board’s Audit, Risk and Investment Committee and has been well regarded by both the Audit, Risk and Investment Committee and the Board. In line with accepted good governance practices the Audit, Risk and Investment Committee undertook a formal review and expression of interest process to benchmark the incumbent auditor against other suitably qualified firms. Invitations to submit proposals were issued to 4 suitability qualified audit firms inviting them to address key evaluation criteria including the firm’s experience, industry experience, governance and independence, value for money and consideration of value-added services that they may provide to support St John Ambulance Australia (NSW) in the achievement of our mission. Following the receipt of submissions, presentations were provided to the Audit, Risk and Investment Committee in March. A formal evaluation of each of the proposals was undertaken and the Audit, Risk and Investment Committee recommended, and the Board approved, the proposal to appoint KPMG as auditor of the Company commencing financial year 2022. KPMG have provided their consent to be appointed as Auditor. In accordance with section 328B(1) of the Corporations Act, a nomination from a member to appoint KPMG has been received and is incorporated in these meeting materials below. To give effect to the proposed change in audit firms, HLB Mann Judd has given notice of its intention to resign as auditor of the Company to ASIC (under section 329(5) of the Corporations Act). In order for the members to appoint KPMG as the auditor of the Company at this Annual General Meeting, ASIC must first provide its consent to HLB Mann Judd’s resignation in accordance with section 329(5)(b) of the Corporations Act. Accordingly, this resolution will only be proposed to members if ASIC has provided its consent prior to the meeting, Should ASIC’s consent be obtained and the resolution proposed to members, the Board and management would like to take the opportunity to thank HLB Mann Judd for their service as auditor of St John Ambulance Australia (NSW) for the past 6 years. Directors’ Recommendation The Board unanimously recommends that Members vote FOR Ordinary Resolution No 1. The Chair of the meeting intends to vote undirected proxies in favour of this resolution.
To The Company Secretary St John Ambulance Australia (NSW) 9 Deane Street Burwood NSW 2134 14 April 2022
Dear Company Secretary, Pursuant to Section 328B(1) of the Corporations Act, I Mick Campbell, being a member of St John Ambulance Australia (NSW), Member No. 6095641 hereby nominate KPMG to be the auditor of St John Ambulance Australia (NSW) ABN 84 001 738 370. Yours sincerely,
Mick Campbell Member No. 6095641 Director St John Ambulance Australia (NSW)
Page 1
Special Resolution No.1 – Adoption of Constitution The Company has undergone a review of its constitution alongside its legal advisors. In order to modernise the constitution and ensure it was appropriate for a charity registered with the Australian Charities and Not-for-profits Commission (ACNC), the Company adopted a number of provisions from the ACNC’s template constitution for companies limited by guarantee. To amend the St John NSW Constitution required a special resolution to be passed by 75% of members voting in person or by proxy at the General Meeting of the members of the Company. The General Meeting was held on Thursday 10 February 2022, where the special resolution was passed unanimously. At the time of the meeting, inconsistencies in capitalisation were noted, alongside gender specific language and in respect to clause 22 the word ‘elect’ had been overlooked. Changes have been made to: •
Fix capitalisation to help guide the reader
•
Insert the word elect in clause 22
•
Change language to ensure it is inclusive for non-binary or genderless members
The proposed amendments to the Constitution were endorsed by the State Council on 10 March 2022. Directors’ Recommendation The Board unanimously recommends that Members vote FOR Special Resolution No 1. The Chair of the meeting intends to vote undirected proxies in favour of this resolution. Attachments 1. St John Ambulance Australia (NSW) Constitution with markup of typographical errors 2. St John Ambulance Australia (NSW) Constitution clean
ABN/ACN 001 738 370
St John Ambulance Australia (NSW) Constitution
IZH\IZH\83210526\1
1.
Name The name of the companyCompany shall be St John Ambulance Australia (NSW). The Company is a not-for-profit Australian public company limited by guarantee, which is established to be, and continue as, a charity...
2.
Definitions and Interpretation 2.1
Definitions In this Constitution unless the contrary intention appears: “ACNC Act” means the Australian Charities and Not-for-profits Commission Act 2012 (Cth). “Act” means the Corporations Act 2001 (Cth) and its regulations as amended from time to time. “Adviser” means the Adviser appointed under clause 2626.1. “Aannual Ggeneral Mmeeting” means the annual general meeting referred to in clause 8. "Board" means the persons appointed in accordance with clause 19. "Chancellor" means the person from time to time holding the appointment of Chancellor within the Priory pursuant to the Priory Rules. “Chairperson” means the person elected by the Board to be the Company’s chairperson under clause 21. “Chief Commissioner” means the person from time to time holding the appointment of Chief Commissioner within the Priory pursuant to the Priory Rules. “Chief Executive Officer” means the person appointed by the Board in accordance with clause 27. “Commissioner” means the person who from time to time holds the position of Commissioner, First Aid Services in New South Wales and who shall be an exofficio director of St John Ambulance Australia (NSW). "Company" means St John Ambulance Australia (NSW). “Constitution” means this constitution of the Company. “Councillor” means a person who is by election or ex officio, a State Council member. “Deputy Chairperson” means the person elected by the Board to be the Company’s deputy chairperson under clause 21. “Deputy Prior” means the person who, from time to time, is the person appointed in New South Wales as the Deputy Prior by the Grand Prior on the recommendation of the Priory. “Director” means director of St John Ambulance Australia (NSW). “Ggeneral Mmeeting” means the meeting of Members referred to in clause 9.
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1
"Mmember" means a member of the Company in accordance with clause 7. “Member of the Order” means a person holding any grade in the Order. “Mmember of the Oorganisation” means all staff and volunteers of St John Ambulance Australia (NSW) residing in New South Wales. "Order" means the Grand Priory of the Most Venerable Order of the Hospital of St John of Jerusalem. “President” means the person from time to time holding the appointment of President State Council. “Prior” means the person who, from time to time, is the person appointed as the Prior by the Grand Prior on the recommendation of the Priory. "Priory" means the Priory of the Order in Australia. "Priory Rules" means the Rules of the Priory made pursuant to the Statutes. "State" means the geographical area of the State of New South Wales. “Special Resolution” means a resolution: (a)
of which notice has been given under clause 9.6; and
(b)
that has been passed by at least 75% of the votes cast by members present either in person, by proxy or by electronic means and entitled to vote on the resolution.
“State Council” means the body established under clause 2930. "Statutes" means the Statutes of the Order contained in the schedule to the Supplemental Charter granted by Her Majesty on 29 April, 1974, as amended. “Surplus Assets” means any assets of the Company that remain after paying all debts and other liabilities of the Company, including the costs of winding up. 2.2
Interpretation Any reference in these Rulesthis Constitution to the singular includes the plural, to any gender includes all genders or persons who identify as transgender or non-binary, to persons includes all bodies and associations both incorporated and unincorporated, and to any legislation or regulation includes all amending and succeeding legislation and regulation, and to rules means these Rules.. Headings are for reference purposes only.
3.
Constitutional Position 3.1
St John Ambulance Australia Inc (NSW) is the incorporated manifestation of the Priory. The Priory is an Establishment of the Order. In accordance with the provisions of the Statutes, the Priory is under the supreme jurisdiction and control of The Sovereign Head and the Grand Prior.
3.2
The Company acknowledges the general authority of the Priory and its duty to comply with the provisions of the Royal Charter, the Statutes, the Order Regulations, Grand Council Policies and the Priory Rules and Policies/Standards.
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4.
5.
3.3
No addition, alteration or amendment shall be made to or in the Constitution or Rules for the time being in force, unless the same shall have been previously submitted to and approved by the Priory and, should it be proposed that the objects of the Company be added to, altered, or amended in any way, all statutory requirements in respect of such a proposal shall be observed.
3.4
The provisions of the Act that allow it to apply replaceable rules are displaced by this Constitution so that they do not apply to the Company.
3.5
While the Company is registered as a charity, the ACNC Act and the Act override any clauses in this Constitution which are inconsistent with those Acts. If the Company is not a registered charity, the Act overrides any clause in this Constitution which is inconsistent with the Act.
Not Ffor Pprofit 4.1
The Company must not distribute any income or assets directly or indirectly to its Mmembers, except as provided in clause 4.2.
4.2
Clause 4.1 does not stop the Company from doing the following things, provided they are done in good faith: (a)
paying a Mmember for goods or services they have provided or expenses they have properly incurred at fair and reasonable rates or rates more favourable to the Company; or
(b)
making a payment to a Mmember in carrying out the Company’s charitable purpose(s).
Objects 5.1
The Company’s primary object is to provide benevolent relief to people in need by pursuing the objects and purposes of the Order as amended from time to time.
5.2
In pursuit of the Company’s primary object, the Company will: (a)
co-ordinate the activities of the Order within the State, and give effect to the objects and purposes of the Order and to the national policy of the Priory, as amended from time to time;.
(b)
fulfil within the State the objects of the Order;
(c)
assist in publicising the objects, purposes and work of the Order and encouraging public support of all the activities of the Order in NSW;.
(d)
encourage and assist in organising, from time to time, the raising of money for the work of the Company and the Order;.
(e)
develop and maintain consultation and mutual understanding with government and community welfare organisations interested in or having to do with the work and affairs of the Order;.
(f)
do anything incidental and necessary to carry out the Company’s primary object at clause 5.1.
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6.
Powers The Company may exercise in any manner permitted by the Act any power which a company limited by guarantee may exercise under the Act as well as the powers of an individual, which may only be used to carry out the Company’s charitable objects. The business of the Company is managed by or under the direction of the Board. The Board may exercise all the powers of the Company except any powers that the Act or this Constitution requires the Company to exercise in Ggeneral Mmeeting.
7.
Membership 7.1
Members of the Company are those individuals that meet and continue to meet the membership requirements of the Company as specified from time to time by the Board and may be: (a)
all Members of the Order who are resident in the State who apply to become Mmembers of the Company;
(b)
all full time or permanent part time employees of the Company who apply to become Mmembers while they remain employees; and
(c)
all persons 18 years and over who apply for and are accepted for membership.
7.2
Every application for membership of the Company must be in writing, submitted online or by hard copy application delivered to the Company, and must be in such form as the Board from time to time prescribes. All Mmembers must agree to conform with, and be bound by, the provisions of this Constitution as well as the Company’s Code of Conduct which is displayed on the Company’s website and may be modified by the Board from time to time.
7.3
The Directors must consider an application for membership within a reasonable time after the Company receives the application.
7.4
If the Directors approve an application, the Company Secretary must as soon as possible: (a)
enter the new Mmember on the register of Mmembers; and
(b)
write to the applicant to tell them that their application was approved, and the date that their membership started.
7.5
If the Directors reject an application, the secretary must write to the applicant as soon as possible to tell them that their application has been rejected, but does not have to give reasons.
7.6
An applicant will become a Mmember of the Company when they are entered on the register of Mmembers.
7.7
No entrance fee, membership fee or subscription is payable to the Company by its Mmembers.
7.8
The Company must establish and maintain a register of all Mmembers. The register of Mmembers must be kept by the Company Secretary and must contain: (a)
for each current Mmember:
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(b)
8.
(i)
name;
(ii)
address;
(iii)
any electronic address;
(iv)
any alternative address (including an electronic address) nominated by the Mmember for the service of notices; and
(v)
the date the Mmember was entered on to the register.
for each person who stopped being a Mmember in the last seven years: (i)
name;
(ii)
address;
(iii)
any electronic address;
(iv)
any alternative address (including an electronic address) nominated by the Mmember for the service of notices; and
(v)
the dates the membership started and ended.
7.9
The register of Mmembers shall be available at the headquarters of the Company for inspection by Mmembers.
7.10
Membership is personal and ceases on death. A Mmember may resign at any time by giving notice in writing to the Company Secretary. A Member of the Order who ceases to reside in the State ceases to be a Mmember of the Company. A person who is a Mmember by reason only of being an employee ceases to be a Mmember of the Company when he or she ceases to be an employee. Any Mmember who fails to comply with the membership requirements of the Company as specified from time to time by the Board shall have their membership cease immediately unless the member applies to the Board for an exemption from the membership requirements and the Board grants such an exemption.
7.11
The Board may resolve to expel a Mmember who has engaged in conduct detrimental to the interest of the Company or the Order.
7.12
The Board, in dealing with a motion for the expulsion of a Mmember, shall comply with the legal requirements for procedural fairness.
Annual General Meeting 8.1
The Company shall, in each year, hold an Aannual Ggeneral Mmeeting in accordance with the Act on such day as the Board may determine.
8.2
The notice convening the meeting must specify that it is an Aannual Ggeneral Mmeeting.
8.3
The ordinary business of the Aannual Ggeneral Mmeeting shall be: (a)
to confirm the minutes of the last Aannual Ggeneral Mmeeting and of any Ggeneral Mmeeting held since that date where the minutes have not been confirmed;
(b)
to receive from the Board, reports on the activities of the Company during the last financial year;
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9.
to receive the statement of accounts;
(d)
to announce the outcome of State Council elections;
(e)
to announce any changes to the Directors since the previous annual general meeting; and
(f)
such other business as may be notified.
8.4
Before or at the Aannual Ggeneral Mmeeting, the Directors must give information to the Mmembers on the Company’s activities and finances during the period since the last Aannual Ggeneral Mmeeting.
8.5
The chairperson of the Aannual Ggeneral Mmeeting must give Mmembers as a whole a reasonable opportunity at the meeting to ask questions or make comments about the management of the Company.
General Meeting 9.1
The Board may, whenever it thinks fit, convene a Ggeneral Mmeeting of the Company.
9.2
The Board shall, on the request in writing of not less than 40 Mmembers of the Company, convene a Ggeneral Mmeeting.
9.3
The request for a Ggeneral Mmeeting must:
9.4
10.
(c)
(a)
state the purposes of the meeting;
(b)
be signed by the Mmembers requesting the meeting; and
(c)
be sent to the Company Secretary.
Notice of a Ggeneral Mmeeting must be provided to: (a)
each Mmember;
(b)
each Director; and
(c)
the auditor.
9.5
Notice of a Ggeneral Mmeeting must be provided in writing at least 14 days before the meeting with brief details of the business of the meeting.
9.6
Notice of a Ggeneral Mmeeting at which a Special Resolution is to be proposed must be provided in writing at least 21 days before the meeting and must set out the intention to propose a Special Resolution and state the words of the proposed resolution.
Quorum at Ggeneral Mmeetings 10.1
A quorum at all Ggeneral Mmeetings other than an adjourned meeting conducted in accordance with clause 10.2, is not less than 40 Mmembers. No item of business shall be transacted at a Ggeneral Mmeeting unless a quorum is present either in person or by proxy or by electronic means.
10.2
If within a half an hour after the appointed time for the commencement of a Ggeneral Mmeeting a quorum is not present the meeting shall stand adjourned to the same day in the next week at the same time and place (unless another
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place is specified by the chairperson at the time of the adjournment). 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 members present (not being less than ten) shall be a quorum.
11.
Auditor’s right to attend Ggeneral Mmeetings The auditor (if any) is entitled to attend any Ggeneral Mmeeting and to be heard by the Mmembers on any part of the business of the meeting that concerns the auditor in the capacity of auditor. The Company must give the auditor (if any) any communications relating to the Ggeneral Mmeeting that a Mmember of the Company is entitled to receive.
12.
13.
Chairperson at Ggeneral Mmeetings 12.1
The Chairperson, or in histheir absence, the Deputy Chairperson shall act as chairperson at Ggeneral Mmeetings of the Company. In the absence of both the meeting must elect the chairperson.
12.2
The chairperson is responsible for the conduct of the Ggeneral Mmeeting, and for this purpose, must give Mmembers a reasonable opportunity to make comments and ask questions (including to the auditor (if any)).
12.3
The chairperson at any Ggeneral Mmeeting shall have a casting as well as a deliberative vote.
Voting at Ggeneral Mmeetings 13.1
Subject to this Constitution, at a Ggeneral Mmeeting, each Mmember, regardless of the method of voting, has one vote.
13.2
A resolution is passed if a majority of the votes as cast by Mmembers are in favour of the resolution. Voting must be conducted and decided by: (a)
a show of hands;
(b)
poll; or
(c)
another method chosen by the chairperson at the Ggeneral Mmeeting that is fair and reasonable in the circumstances.
13.3
A declaration by the chairperson that a resolution on a show of hands is passed, passed by a particular majority, or not passed, and a record of that declaration in the minutes of the meeting, is sufficient evidence of those facts, unless proved incorrect.
13.4
A poll may be demanded on any resolution by at least five members present in person or by proxy and entitled to vote, or by the chairperson. A poll may be demanded before a vote is taken, or before or immediately after the result of a show of hands is declared. A demand for a poll may be withdrawn.
13.5
A poll demanded on a resolution for the election of the chairperson or the adjournment of the meeting must be taken immediately. A poll demanded on any other resolution must be taken in the manner and at the time and place the
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chairperson directs. The result of a poll is a resolution of that meeting. A demand for a poll does not prevent that meeting dealing with other business.
14.
15.
16.
Adjournment, postponement or cancellation of Ggeneral Mmeeting 14.1
The chairperson may adjourn a Ggeneral Mmeeting to any day, time and place, and must adjourn the meeting if the members present so direct. The Company is only required to give notice of an adjourned meeting if the adjournment exceeds 21 days. The only business that may be transacted at an adjourned meeting is that left unfinished from the original meeting.
14.2
The Board may postpone or cancel a Ggeneral Mmeeting by giving not less than five business days’ notice before the time of the meeting to each Mmember and the auditor. A Ggeneral Mmeeting called by the Board at the request of Mmembers or called by the Mmembers must not be cancelled by the Board without the consent of the Mmembers who requested or called the meeting.
When a Mmembers’ right to vote may be affected 15.1
A Mmember is not entitled to vote when disqualified by the Act or an order of a court of competent jurisdiction. The Company must disregard the vote of any person who is not entitled to vote.
15.2
The authority of a proxy to vote for that Mmember is suspended while that Mmember is present in person.
15.3
Subject to the Act, an objection to the qualification of any person to vote at a Ggeneral Mmeeting in person or by proxy must be made to the chairperson. The chairperson’s decision, in good faith, is final and conclusive.
Proxies 16.1
A Mmember, entitled to attend and vote at a Ggeneral Mmeeting, may vote by proxy on a poll.
16.2
A proxy must be a Mmember. A Mmember may appoint a proxy for all or any number of Ggeneral Mmeetings.
16.3
An instrument appointing a proxy is valid if it is signed by the Mmember and contains the name and address of that Mmember, the name of the Company, the name or the office of the proxy, and the Ggeneral Mmeeting at which the proxy may be used. The chairperson may accept an instrument appointing a proxy which contains only some of this information.
16.4
If the name of the proxy or histheir office is not filled in, the proxy of that Mmember is the chairperson of the meeting.
16.5
A Mmember may specify the manner in which a proxy is to vote on a particular resolution.
16.6
An appointment of a proxy for a Ggeneral Mmeeting is not effective unless the Company receives the appointment (and any authority under which was signed
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or a certified copy thereof) before the time scheduled for commencement of that meeting (or any adjournment). 16.7
17.
18.
Technology at Ggeneral Mmeetings 17.1
The Company may hold a Ggeneral Mmeeting of its Mmembers, including an Aannual Ggeneral Mmeeting of its Mmembers, at two or more venues using any technology or electronic means that gives the Mmembers as a whole a reasonable opportunity to hear and participate in that meeting.
17.2
Any Mmember using this technology is taken to be present in person at the Ggeneral Mmeeting and has the right to vote at the Ggeneral Mmeeting.
Minutes and Rrecords 18.1
18.2
18.3
18.4
18.5
19.
A vote cast at a Ggeneral Mmeeting by a person appointed as a proxy is, subject to this Constitution, valid even if that Mmember has revoked the appointment, unless the Company has received notice before the commencement of the meeting.
The Company must, within one month, make and keep the following records: (a)
minutes of proceedings and resolutions of Ggeneral Mmeetings;
(b)
a copy of a notice of each Ggeneral Mmeeting;
The Company must, within one month, make and keep the following records: (a)
minutes of proceedings and resolutions of Directors’ meetings (including meetings of any committees); and
(b)
circular resolutions of Ddirectors.
To allow Mmembers to inspect the Company’s records: (a)
the Company must give a Mmember access to the records set out in clause 18.1; and
(b)
the Directors may authorise a Mmember to inspect other records of the Company, including records referred to in clause 18.2 and clause 32.
The Directors must ensure that minutes of a Ggeneral Mmeeting or a Directors’ meeting are signed within a reasonable time after the meeting by: (a)
the chairperson of the meeting; or
(b)
the chairperson of the next meeting.
The Directors must ensure that a record of a circular resolution is signed by a Director within a reasonable time after the resolution is passed.
The Board 19.1
The Board shall govern and direct the activities of the Order and the Company within the State in accordance with the Act, the ACNC Act, this Constitution, the Priory Rules, the Code of Conduct and the policies and standards of the Board.
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19.2
Directors other than the Commissioner shall be appointed and reappointed by the Deputy Prior on the recommendation of the Board confirmed by State Council.
19.3
A person is eligible to be a Director of the Company if they:
19.4
(a)
give the Company their signed consent to act as a Director of the Company; and
(b)
are not ineligible to be a director under the Act or the ACNC Act.
The Board shall comprise between three and ten Mmembers, including the Commissioner, who have appropriate skills and knowledge. Members who are employees of the Company are not eligible to be a Director. Directors other than the Commissioner are appointed for a term of three years and shall be eligible for reappointment for two further terms of three years. A Director who has served three consecutive terms of three years on the Board may only be reappointed to the Board: (a)
after a further period of three years has passed from their last day of service as a Director; or
(b)
following a resolution of the Board which details the exceptional circumstances requiring that Director’s reappointment.
19.5
The term of a Director reappointed to the Board under clause 19.4(b)19.6(b) may be up to three years.
19.6
The procedure for the appointment and reappointment of a Director other than the Commissioner is: (a)
the proposed Director or Director shall nominate or renominate in writing to the Chairperson setting out their skills, expertise and contemplated contribution to the Board, and if a renomination, their past contribution to the Board;
(b)
the nomination or renomination will be considered by the Board in the absence of that proposed Director or Director;
(c)
if the question is decided in the affirmative, the Board shall make a recommendation to State Council and the proposed Director or Director may be appointed or re-appointed by the Deputy Prior in accordance with clause 19.2 for a further term of three years.
19.7
If the number of Directors is reduced to fewer than three or is less than the number required for a quorum, the continuing Ddirectors may act for the purpose of increasing the number of Directors to three (or higher if required for a quorum) or calling a Ggeneral Mmeeting, but for no other purpose.
19.8
All acts done at any meeting of Directors or by any person acting as a Director will be valid as if every such person has been duly appointed and every Director was qualified and entitled to vote, notwithstanding that it is afterwards discovered that there was some defect in the appointment of a Director or that any Director was disqualified or not entitled to vote.
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20.
21.
When a Director stops being a Director 20.1
A Director may resign by notice in writing to the Chairperson.
20.2
The Board may declare a Director to have vacated office if that Director;: (a)
is the Commissioner and ceases to be the Commissioner;
(b)
is absent without leave from three consecutive meetings of the Board;
(c)
becomes bankrupt or makes any arrangement or composition with histheir creditors generally;
(d)
dies or becomes incapable by reason of mental incapacity;
(e)
becomes prohibited from being a director by an order under the Act or the ACNC Act; or
(f)
has engaged in conduct likely to harm the good reputation of the Company or the Order.
Election of Chairperson and Deputy Chairperson The Board shall elect the Chairperson and Deputy Chairperson from the Board.
22.
Board Mmeetings 22.1
The Board shall meet no less than six (6) times a year.
22.2
An extraordinary meeting may be called by the Chairperson or upon a request in writing signed by not less than three Directors delivered to the Company Secretary. Directors shall be provided reasonable notice of all Board meetings.
22.3
The quorum for a meeting of the Board shall be one half of the current Directors. A quorum must be present for the whole Board meeting.
22.4
Each Director shall be entitled to one vote.
22.5
Voting shall be by a simple majority of the Directors present and entitled to vote.
22.6
The Chairperson, or in histheir absence, the Deputy Chairperson will act as chairperson for Board meetings. The Directors at a Board meeting may choose another Director to act as chairperson for the meeting if neither the Chairperson or the Deputy Chairperson are present within present within 30 minutes of the starting time set for the meeting, or if neither the Chairperson or the Deputy Chairperson wish to act as the chair of the meeting.
22.7
The Chairperson (or in histheir absence the Deputy Chairperson or in the absence of both of them, the Director who has been elected by the Board to be the chairperson of the meeting) shall have a casting as well as a deliberative vote.
22.8
The Directors may pass a resolution without a meeting (a circular resolution). A circular resolution is passed if all the Ddirectors entitled to vote on the resolution sign or otherwise agree to the resolution in the following manner: (a)
each director may sign:
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(b)
22.9
23.
24.
(i)
a single document setting out the resolution and containing a statement that they agree to the resolution; or
(ii)
separate copies of that document, as long as the wording of the resolution is the same in each copy; or
the Company may send a circular resolution by email to the Directors and the Directors may agree to the resolution by sending a reply email to that effect.
A circular resolution is passed when the last Ddirector signs or otherwise agrees to the resolution in the manner set out in clause 22.8(a) or 22.8(b).
Payments to Ddirectors 23.1
A Director is not to be paid fees for acting as such except payment or reimbursement of reasonable disbursements relating to the business and activities of the Company or reasonable fees for professional or technical services to the Company previously approved by the Board.
23.2
Despite clause 23.1, the Company may pay premiums for insurance indemnifying Directors, as allowed for by law (including the Act) and this Cconstitution.
Directors’ Iinterests If a Director is interested, directly or indirectly, in a contract or arrangement with the Company, subject to complying with the Act regarding disclosure of and voting on matters involving material personal interests, that Director may hold that office, act in a professional or technical capacity providing services to the Company (including being a member of a firm that provides those services), participate, vote and be counted in a quorum for a meeting and sign or participate in the execution of a document by or on behalf of the Company. In doing so, the validity of any contract or arrangement is not affected and there is no liability to account to the Company for any direct or indirect benefit accruing to that Director.
25.
26.
Delegation of Directors’ Ppowers 25.1
The Directors may delegate any of their powers and functions to a committee, a Director, an employee of the Company (such as the Chief Executive Officer) or any other person, as they consider appropriate.
25.2
The delegation must be recorded in the Company’s minute book.
Adviser The Board may appoint an Adviser who holds office at the pleasure of the Board and is entitled to attend its meetings and speak but not vote.
27.
Chief Executive Officer The Board shall appoint a Chief Executive Officer upon such terms as to remuneration, tenure and otherwise as the Board determines and the law requires in order to achieve
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the objects and purposes of the Company including through the use of the volunteers of the Company. The Chief Executive Officer shall be responsible to the Board for achieving the objects and purposes of the Company through the training and use of the volunteers of the Company and through the marketing and sales of the Company’s products and services.
28.
29.
Company Secretary 28.1
The Board shall appoint a Company Secretary after the proposed Company Secretary provides the Company with their signed consent to act as the Company Secretary.
28.2
The Company Secretary shall be responsible to the Chief Executive Officer and to the Board for the administration, compliance and regulatory functions of the Company.
28.3
The role of the Company Secretary includes (but is not limited to): (a)
maintaining a register of the Company’s Mmembers; and
(b)
maintaining the minutes and other records of Ggeneral Mmeetings (including notices of meetings), Ddirectors’ meetings and circular resolutions.
Duties of Directors The Directors must comply with their duties as directors under legislation and common law, and with the duties described in governance standard 5 of the regulations made under the ACNC Act which are:
30.
(a)
to exercise their powers and discharge their duties with the degree of care and diligence that a reasonable individual would exercise if they were a Ddirector of the Company;
(b)
to act in good faith in the best interests of the Company and to further the charitable purpose(s) of the Company set out in clause 5;
(c)
not to misuse their position as a Ddirector;
(d)
not to misuse information they gain in their role as a Ddirector;
(e)
to disclose any perceived or actual material conflicts of interest in the manner set by the Board;
(f)
to ensure that the financial affairs of the Company are managed responsibly; and
(g)
not to allow the Company to operate while it is insolvent.
State Council 30.1
The State Council shall be chaired by a President appointed by the Deputy Prior on the recommendation of the Board for a term of three years and shall be eligible for reappointment.
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30.2
The State Council is a body with functions that may evolve from time to time, and may include: (a)
maintaining the history and traditions of the Order in the State;
(b)
fostering support for the St John Hospital in Jerusalem and communicating news about the Hospital to Mmembers of the Organisation and others;
(c)
assisting the staff in organising the ceremonial activities of the Company, including the Annual Investiture and the Annual Awards Ceremony;
(d)
confirming or otherwise recommendations by the Board for the appointment and reappointment of Directors by the Deputy Prior; and
(e)
supporting and fostering matters concerning the membership and activities of the Company.
30.3
The State Council’s purpose and functions shall be set out in a charter prepared by the Board and approved by State Council.
30.4
There shall be 26 elected Councillors made up of 4 Councillors representing the Order and 22 Councillors representing the Mmembers of the Oorganisation as at that time.
30.5
Each Councillor shall, subject to this Constitution, retire at the third Aannual Ggeneral Mmeeting after their election. A retiring Councillor is eligible for reelection.
30.6
The 22 Councillors representing the Mmembers of the Oorganisation will be elected by the Mmembers of the Oorganisation. The parameters for representation are to be agreed by the Board in consultation with State Council, prior to the calling of an election.
30.7
The procedure for the election of these Councillors will be determined by the Board. The Chief Executive Officer will call for nominations from Mmembers. If the number of candidates is not greater than the vacancies, the chairperson at the Aannual Ggeneral Mmeeting must declare such candidates duly elected. If there are more candidates than vacancies there must be a ballot of the Mmembers.
30.8
The remaining four elected Councillors will be Members of the Order resident in the State, who, subject to this Constitution, shall retire at the third Aannual Ggeneral Mmeeting after their election. A retiring Councillor is eligible for reelection. The procedure for the election of them will be determined by the Board. The Chief Executive Officer will call for nominations from Members of the Order resident in the State who also constitute the Electoral College for this election. If the number of candidates is not greater than the vacancies the chairperson at the Aannual Ggeneral Mmeeting must declare such candidates duly elected. If there are more candidates than vacancies there must be a ballot of the Members of the Order resident in the State.
30.9
An elected Councillor may resign by notice in writing to the President care of the Chief Executive Officer.
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30.10 An elected Councillor ceases to hold office: (a)
on ceasing to be a Mmember;
(b)
on death; or
(c)
in the case of a Councillor elected as a Member of the Order resident in the State either ceasing to be resident in the State or ceasing to be a Member of the Order.
30.11 The State Council may declare an elected Councillor to have vacated that office if that Councillor: (a)
is absent without leave from three consecutive meetings of the State Council;
(b)
becomes bankrupt or makes any arrangement or composition with histheir creditors generally; or
(c)
has engaged in conduct likely to harm the good reputation of the Company or the Order.
30.12 Any casual vacancy among the elected Councillors may be filled by the State Council, and the person appointed shall hold office for the remainder of the elected Councillor’s term, and be eligible for election. 30.13 The Directors, the President and the Chief Executive Officer are ex officio Councillors. 30.14 A resolution in writing, signed or assented to by facsimile or some other form of visible electronic communication by not less than 75% of all Councillors for the time being present in Australia, which may be in more than one document, shall be as valid and effectual as if it had been passed at a duly convened meeting.
31.
Execution of Ddocuments The Company may execute a document if the document is signed by two Directors of the Company or by a Director and the Company Secretary of the Company pursuant to section 127 of the Act.
32.
Finances and Accounts 32.1
The Board must cause the Company to keep accounting records which correctly record and explain its transactions and financial position, and facilitate the preparation and auditing of financial statements at the end of each financial year and as at such other times as it may determine.
32.2
The Board must, within five months after the end of each financial year, cause to be made out in accordance with approved accounting standards: (a)
a statement of financial performance that gives a true and fair view of the income and expenditure of the Company for that financial year; and
(b)
a statement of financial position that gives a true and fair view of the assets and liabilities of the Company at the end of that financial year.
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33.
32.3
The books of account, financial statements and other financial records of the Company shall be audited in accordance with the Act and the report of the auditors tabled at each Aannual Ggeneral Mmeeting.
32.4
At each meeting of the Board a statement of income and expenditure together with such other financial information as to give a true and fair account of the financial position of the Company at that time shall be tabled.
32.5
The Board shall ensure that a budget is prepared and approved for each year.
Notices 33.1
33.2
33.3
35.34.
Any notice to be given to a Director, Councillor or Mmember under this Constitution may be given by: (a)
delivering the notice personally; or
(b)
sending it by prepaid post addressed to that person’s address in the register of Mmembers: or
(c)
facsimile transmission, if sent to a facsimile number normally used by the intended recipient; or
(d)
electronic transmission, if sent to an email address normally used by the intended recipient.
Written notice or any communication under this Cconstitution may be given to the Company, the Directors or the Company Secretary by: (a)
delivering it to the Company’s registered office;
(b)
posting it to the Company’s registered office or to an alternative address notified by the Company to the Mmembers as the Company’s alternative address;
(c)
sending it to an electronic address notified by the Company to the Mmembers as the Company’s electronic address; or
(d)
sending it to the fax number notified by the Company to the Mmembers as the Company’s fax number.
A notice: (a)
delivered in person, or left at the recipient’s address, is taken to be given on the day it is delivered;
(b)
sent by post, is taken to be given on the third day after it is posted with the correct payment of postage costs; and
(c)
sent by email, fax, or other electronic method, is taken to be given on the business day after it is sent; and.
()
given under clause 33.1(d)is taken to be given on the business day after the notification that the notice is available is sent.
Company’s Ffinancial Yyear
The Company’s financial year is from 1 January until 31 December, unless the Board passes a resolution to change the financial year.
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36.35.
Indemnity
Each Director, the Company Secretary, the Chief Executive Officer and other officers of the Company isare indemnified out of its assets against any liability arising out of the execution of the duties of their office which is incurred in defending proceedings, civil or criminal, in which judgment is given in their favour or in which they are acquitted or in which relief is granted to them by the court in respect of any negligence, default, breach of duty or breach of trust. Each person indemnified, including persons who previously held such an office or position, is entitled to access the Company’s records for the purposes of any such proceedings provided that person enters into a Deed of Access and Indemnity in such terms as the Board reasonably requires.
37.36.
Insurance
To the extent permitted by law (including the Corporations Act), and if the Directors consider it appropriate, the Company may pay or agree to pay a premium for a contract insuring a person who is or has been an officer of the Company against any liability incurred by the person as an officer of the Company.
38.37.
The Gguarantee
38.137.1 The liability of Mmembers is limited to the amount of the guarantee set out below. 38.237.2 Each Mmember must contribute an amount not more than $1 to the property of the Company if the Company is wound up while the Mmember is a Mmember, or within 12 months after they stop being a Mmember, and this contribution is required to pay for any:
39.38.
(a)
debts and liabilities of the Company incurred before the Mmember stopped being a Mmember; or
(b)
costs of winding up.
Winding Up
39.138.1
The Company may be wound up by a Special Resolution of Mmembers.
39.238.2 If the Company is wound up, any Surplus Assets must not be distributed to a Mmember or a former Mmember of the Company, unless that Mmember or former Mmember is a charity described in clause 38.3(a) to 38.3(c). 39.338.3 Subject to the Act, any other applicable legislation and any court order, any Surplus Assets that remain after the Company is wound up must be distributed to one or more charities: (a)
with charitable purpose(s) similar to, or inclusive of, the purpose(s) in clause 5;
(b)
which prohibit the distribution of any Surplus Assets to its members to at least the same extent as the Company; and
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(c)
that is or are deductible gift recipients within the meaning of the Income Tax Assessment Act 1997 (Cth) or other applicable law.
39.438.4 If the Company is not a deductible gift recipient when it is wound up, the Company does not need to comply with clause 38.3(c). 39.538.5 The decision as to the charity or charities to be given the Surplus Assets must be made by a Special Resolution of Mmembers and approved by the Priory. If the Mmembers do not make this decision, the Company may apply to the Supreme Court to make this decision. 39.638.6 In selecting the charity or charities to be given the Surplus Assets, the Mmembers should give priority to the Priory or another body of the Order for the furtherance of all aspects of the work of the Order. Where that is not possible or practicable, the Mmembers must take into account and make a decision having regard to: (a)
any need at the time for the provision, or continuing provision, of a service for the teaching and provision of first aid and related activities;
(b)
any requirement to ensure the ongoing provision of such services and related activities; and
(c)
any desirability and appropriateness of distributing and transferring property remaining on a winding up or dissolution of the Company to an organisation or organisations carrying on or promoted to carry on such activities.
40.39. Revocation of the Rrecipient endorsement
Company’s
Ddeductible
Ggift
If the Company’s endorsement of the Company as a deductible gift recipient is revoked (whether or not the Company is to be wound up or dissolved) any surplus of the following assets must be transferred to one or more charities that meet the requirements of clauses 38.3(a) to 38.3(c) as decided by the directors:
41.40.
(a)
gifts of money or property for the principal purposes of the Company;
(b)
contributions made in relation to an eligible fundraising event held for the principal purpose of the Company; and
(c)
money received by the Company because of such gifts and contributions which are unspent.
Amendment of Constitution
41.140.1 Subject to the Act and the approval in writing of the Priory, this Constitution may be amended by a Special Resolution. 41.240.2 The Mmembers must not pass a resolution that amends this Cconstitution if passing it causes the Company to no longer be a charity.
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42.41.
By-Laws and Regulations
42.141.1 The Board may make, amend, or repeal by-laws, not inconsistent with this Constitution, for the internal management of the Company. A by-law may be set aside by a Ggeneral Mmeeting. 42.241.2 Policies and regulations relating to the activities of volunteers including without limitation promotion, demotion, efficiency and ceasing to be a volunteer may be made from time to time by the Board.
43.42.
Saving Clause
This Constitution shall be construed, as far as possible, in conformity with the Priory Rules and any matters not covered shall be governed by those rRules. In case of doubt, action must be deferred pending an instruction from the Priory Chapter.
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ABN/ACN 001 738 370
St John Ambulance Australia (NSW) Constitution
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1.
Name The name of the Company shall be St John Ambulance Australia (NSW). The Company is a not-for-profit Australian public company limited by guarantee, which is established to be, and continue as, a charity.
2.
Definitions and Interpretation 2.1
Definitions In this Constitution unless the contrary intention appears: “ACNC Act” means the Australian Charities and Not-for-profits Commission Act 2012 (Cth). “Act” means the Corporations Act 2001 (Cth) and its regulations as amended from time to time. “Adviser” means the Adviser appointed under clause 26 “Annual General Meeting” means the annual general meeting referred to in clause 8. "Board" means the persons appointed in accordance with clause 19. "Chancellor" means the person from time to time holding the appointment of Chancellor within the Priory pursuant to the Priory Rules. “Chairperson” means the person elected by the Board to be the Company’s chairperson under clause 21. “Chief Commissioner” means the person from time to time holding the appointment of Chief Commissioner within the Priory pursuant to the Priory Rules. “Chief Executive Officer” means the person appointed by the Board in accordance with clause 27. “Commissioner” means the person who from time to time holds the position of Commissioner, First Aid Services in New South Wales and who shall be an exofficio director of St John Ambulance Australia (NSW). "Company" means St John Ambulance Australia (NSW). “Constitution” means this constitution of the Company. “Councillor” means a person who is by election or ex officio, a State Council member. “Deputy Chairperson” means the person elected by the Board to be the Company’s deputy chairperson under clause 21. “Deputy Prior” means the person who, from time to time, is the person appointed in New South Wales as the Deputy Prior by the Grand Prior on the recommendation of the Priory. “Director” means director of St John Ambulance Australia (NSW). “General Meeting” means the meeting of Members referred to in clause 9.
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"Member" means a member of the Company in accordance with clause 7. “Member of the Order” means a person holding any grade in the Order. “Member of the Organisation” means all staff and volunteers of St John Ambulance Australia (NSW) residing in New South Wales. "Order" means the Grand Priory of the Most Venerable Order of the Hospital of St John of Jerusalem. “President” means the person from time to time holding the appointment of President State Council. “Prior” means the person who, from time to time, is the person appointed as the Prior by the Grand Prior on the recommendation of the Priory. "Priory" means the Priory of the Order in Australia. "Priory Rules" means the Rules of the Priory made pursuant to the Statutes. "State" means the geographical area of the State of New South Wales. “Special Resolution” means a resolution: (a)
of which notice has been given under clause 9.6; and
(b)
that has been passed by at least 75% of the votes cast by members present either in person, by proxy or by electronic means and entitled to vote on the resolution.
“State Council” means the body established under clause 30. "Statutes" means the Statutes of the Order contained in the schedule to the Supplemental Charter granted by Her Majesty on 29 April, 1974, as amended. “Surplus Assets” means any assets of the Company that remain after paying all debts and other liabilities of the Company, including the costs of winding up. 2.2
Interpretation Any reference in this Constitution to the singular includes the plural, to any gender includes all genders or persons who identify as transgender or nonbinary, to persons includes all bodies and associations both incorporated and unincorporated and to any legislation or regulation includes all amending and succeeding legislation and regulation. Headings are for reference purposes only.
3.
Constitutional Position 3.1
St John Ambulance Australia (NSW) is the incorporated manifestation of the Priory. The Priory is an Establishment of the Order. In accordance with the provisions of the Statutes, the Priory is under the supreme jurisdiction and control of The Sovereign Head and the Grand Prior.
3.2
The Company acknowledges the general authority of the Priory and its duty to comply with the provisions of the Royal Charter, the Statutes, the Order Regulations, Grand Council Policies and the Priory Rules and Policies/Standards.
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4.
5.
3.3
No addition, alteration or amendment shall be made to or in the Constitution for the time being in force, unless the same shall have been previously submitted to and approved by the Priory and, should it be proposed that the objects of the Company be added to, altered, or amended in any way, all statutory requirements in respect of such a proposal shall be observed.
3.4
The provisions of the Act that allow it to apply replaceable rules are displaced by this Constitution so that they do not apply to the Company.
3.5
While the Company is registered as a charity, the ACNC Act and the Act override any clauses in this Constitution which are inconsistent with those Acts. If the Company is not a registered charity, the Act overrides any clause in this Constitution which is inconsistent with the Act.
Not For Profit 4.1
The Company must not distribute any income or assets directly or indirectly to its Members, except as provided in clause 4.2.
4.2
Clause 4.1 does not stop the Company from doing the following things, provided they are done in good faith: (a)
paying a Member for goods or services they have provided or expenses they have properly incurred at fair and reasonable rates or rates more favourable to the Company; or
(b)
making a payment to a Member in carrying out the Company’s charitable purpose(s).
Objects 5.1
The Company’s primary object is to provide benevolent relief to people in need by pursuing the objects and purposes of the Order as amended from time to time.
5.2
In pursuit of the Company’s primary object, the Company will: (a)
co-ordinate the activities of the Order within the State, and give effect to the objects and purposes of the Order and to the national policy of the Priory, as amended from time to time.
(b)
fulfil within the State the objects of the Order;
(c)
assist in publicising the objects, purposes and work of the Order and encouraging public support of all the activities of the Order in NSW.
(d)
encourage and assist in organising, from time to time, the raising of money for the work of the Company and the Order.
(e)
develop and maintain consultation and mutual understanding with government and community welfare organisations interested in or having to do with the work and affairs of the Order.
(f)
do anything incidental and necessary to carry out the Company’s primary object at clause 5.1.
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6.
Powers The Company may exercise in any manner permitted by the Act any power which a company limited by guarantee may exercise under the Act as well as the powers of an individual, which may only be used to carry out the Company’s charitable objects. The business of the Company is managed by or under the direction of the Board. The Board may exercise all the powers of the Company except any powers that the Act or this Constitution requires the Company to exercise in General Meeting.
7.
Membership 7.1
Members of the Company are those individuals that meet and continue to meet the membership requirements of the Company as specified from time to time by the Board and may be: (a)
all Members of the Order who are resident in the State who apply to become Members of the Company;
(b)
all full time or permanent part time employees of the Company who apply to become Members while they remain employees; and
(c)
all persons 18 years and over who apply for and are accepted for membership.
7.2
Every application for membership of the Company must be in writing, submitted online or by hard copy application delivered to the Company, and must be in such form as the Board from time to time prescribes. All Members must agree to conform with, and be bound by, the provisions of this Constitution as well as the Company’s Code of Conduct which is displayed on the Company’s website and may be modified by the Board from time to time.
7.3
The Directors must consider an application for membership within a reasonable time after the Company receives the application.
7.4
If the Directors approve an application, the Company Secretary must as soon as possible: (a)
enter the new Member on the register of Members; and
(b)
write to the applicant to tell them that their application was approved, and the date that their membership started.
7.5
If the Directors reject an application, the secretary must write to the applicant as soon as possible to tell them that their application has been rejected, but does not have to give reasons.
7.6
An applicant will become a Member of the Company when they are entered on the register of Members.
7.7
No entrance fee, membership fee or subscription is payable to the Company by its Members.
7.8
The Company must establish and maintain a register of all Members. The register of Members must be kept by the Company Secretary and must contain: (a)
for each current Member:
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(b)
8.
(i)
name;
(ii)
address;
(iii)
any electronic address;
(iv)
any alternative address (including an electronic address) nominated by the Member for the service of notices; and
(v)
the date the Member was entered on to the register.
for each person who stopped being a Member in the last seven years: (i)
name;
(ii)
address;
(iii)
any electronic address;
(iv)
any alternative address (including an electronic address) nominated by the Member for the service of notices; and
(v)
the dates the membership started and ended.
7.9
The register of Members shall be available at the headquarters of the Company for inspection by Members.
7.10
Membership is personal and ceases on death. A Member may resign at any time by giving notice in writing to the Company Secretary. A Member of the Order who ceases to reside in the State ceases to be a Member of the Company. A person who is a Member by reason only of being an employee ceases to be a Member of the Company when he or she ceases to be an employee. Any Member who fails to comply with the membership requirements of the Company as specified from time to time by the Board shall have their membership cease immediately unless the member applies to the Board for an exemption from the membership requirements and the Board grants such an exemption.
7.11
The Board may resolve to expel a Member who has engaged in conduct detrimental to the interest of the Company or the Order.
7.12
The Board, in dealing with a motion for the expulsion of a Member, shall comply with the legal requirements for procedural fairness.
Annual General Meeting 8.1
The Company shall, in each year, hold an Annual General Meeting in accordance with the Act on such day as the Board may determine.
8.2
The notice convening the meeting must specify that it is an Annual General Meeting.
8.3
The ordinary business of the Annual General Meeting shall be: (a)
to confirm the minutes of the last Annual General Meeting and of any General Meeting held since that date where the minutes have not been confirmed;
(b)
to receive from the Board, reports on the activities of the Company during the last financial year;
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9.
to receive the statement of accounts;
(d)
to announce the outcome of State Council elections;
(e)
to announce any changes to the Directors since the previous annual general meeting; and
(f)
such other business as may be notified.
8.4
Before or at the Annual General Meeting, the Directors must give information to the Members on the Company’s activities and finances during the period since the last Annual General Meeting.
8.5
The chairperson of the Annual General Meeting must give Members as a whole a reasonable opportunity at the meeting to ask questions or make comments about the management of the Company.
General Meeting 9.1
The Board may, whenever it thinks fit, convene a General Meeting of the Company.
9.2
The Board shall, on the request in writing of not less than 40 Members of the Company, convene a General Meeting.
9.3
The request for a General Meeting must:
9.4
10.
(c)
(a)
state the purposes of the meeting;
(b)
be signed by the Members requesting the meeting; and
(c)
be sent to the Company Secretary.
Notice of a General Meeting must be provided to: (a)
each Member;
(b)
each Director; and
(c)
the auditor.
9.5
Notice of a General Meeting must be provided in writing at least 14 days before the meeting with brief details of the business of the meeting.
9.6
Notice of a General Meeting at which a Special Resolution is to be proposed must be provided in writing at least 21 days before the meeting and must set out the intention to propose a Special Resolution and state the words of the proposed resolution.
Quorum at General Meetings 10.1
A quorum at all General Meetings other than an adjourned meeting conducted in accordance with clause 10.2, is not less than 40 Members. No item of business shall be transacted at a General Meeting unless a quorum is present either in person or by proxy or by electronic means.
10.2
If within a half an hour after the appointed time for the commencement of a General Meeting a quorum is not present the meeting shall stand adjourned to the same day in the next week at the same time and place (unless another
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place is specified by the chairperson at the time of the adjournment). 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 members present (not being less than ten) shall be a quorum.
11.
Auditor’s right to attend General Meetings The auditor (if any) is entitled to attend any General Meeting and to be heard by the Members on any part of the business of the meeting that concerns the auditor in the capacity of auditor. The Company must give the auditor (if any) any communications relating to the General Meeting that a Member of the Company is entitled to receive.
12.
13.
Chairperson at General Meetings 12.1
The Chairperson, or in their absence, the Deputy Chairperson shall act as chairperson at General Meetings of the Company. In the absence of both the meeting must elect the chairperson.
12.2
The chairperson is responsible for the conduct of the General Meeting, and for this purpose, must give Members a reasonable opportunity to make comments and ask questions (including to the auditor (if any)).
12.3
The chairperson at any General Meeting shall have a casting as well as a deliberative vote.
Voting at General Meetings 13.1
Subject to this Constitution, at a General Meeting, each Member, regardless of the method of voting, has one vote.
13.2
A resolution is passed if a majority of the votes as cast by Members are in favour of the resolution. Voting must be conducted and decided by: (a)
a show of hands;
(b)
poll; or
(c)
another method chosen by the chairperson at the General Meeting that is fair and reasonable in the circumstances.
13.3
A declaration by the chairperson that a resolution on a show of hands is passed, passed by a particular majority, or not passed, and a record of that declaration in the minutes of the meeting, is sufficient evidence of those facts, unless proved incorrect.
13.4
A poll may be demanded on any resolution by at least five members present in person or by proxy and entitled to vote, or by the chairperson. A poll may be demanded before a vote is taken, or before or immediately after the result of a show of hands is declared. A demand for a poll may be withdrawn.
13.5
A poll demanded on a resolution for the election of the chairperson or the adjournment of the meeting must be taken immediately. A poll demanded on any other resolution must be taken in the manner and at the time and place the chairperson directs. The result of a poll is a resolution of that meeting. A demand for a poll does not prevent that meeting dealing with other business.
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14.
15.
16.
Adjournment, postponement or cancellation of General Meeting 14.1
The chairperson may adjourn a General Meeting to any day, time and place, and must adjourn the meeting if the members present so direct. The Company is only required to give notice of an adjourned meeting if the adjournment exceeds 21 days. The only business that may be transacted at an adjourned meeting is that left unfinished from the original meeting.
14.2
The Board may postpone or cancel a General Meeting by giving not less than five business days’ notice before the time of the meeting to each Member and the auditor. A General Meeting called by the Board at the request of Members or called by the Members must not be cancelled by the Board without the consent of the Members who requested or called the meeting.
When a Members’ right to vote may be affected 15.1
A Member is not entitled to vote when disqualified by the Act or an order of a court of competent jurisdiction. The Company must disregard the vote of any person who is not entitled to vote.
15.2
The authority of a proxy to vote for that Member is suspended while that Member is present in person.
15.3
Subject to the Act, an objection to the qualification of any person to vote at a General Meeting in person or by proxy must be made to the chairperson. The chairperson’s decision, in good faith, is final and conclusive.
Proxies 16.1
A Member, entitled to attend and vote at a General Meeting, may vote by proxy on a poll.
16.2
A proxy must be a Member. A Member may appoint a proxy for all or any number of General Meetings.
16.3
An instrument appointing a proxy is valid if it is signed by the Member and contains the name and address of that Member, the name of the Company, the name or the office of the proxy, and the General Meeting at which the proxy may be used. The chairperson may accept an instrument appointing a proxy which contains only some of this information.
16.4
If the name of the proxy or their office is not filled in, the proxy of that Member is the chairperson of the meeting.
16.5
A Member may specify the manner in which a proxy is to vote on a particular resolution.
16.6
An appointment of a proxy for a General Meeting is not effective unless the Company receives the appointment (and any authority under which was signed or a certified copy thereof) before the time scheduled for commencement of that meeting (or any adjournment).
16.7
A vote cast at a General Meeting by a person appointed as a proxy is, subject to this Constitution, valid even if that Member has revoked the appointment,
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unless the Company has received notice before the commencement of the meeting.
17.
18.
Technology at General Meetings 17.1
The Company may hold a General Meeting of its Members, including an Annual General Meeting of its Members, at two or more venues using any technology or electronic means that gives the Members as a whole a reasonable opportunity to hear and participate in that meeting.
17.2
Any Member using this technology is taken to be present in person at the General Meeting and has the right to vote at the General Meeting.
Minutes and Records 18.1
18.2
18.3
18.4
18.5
19.
The Company must, within one month, make and keep the following records: (a)
minutes of proceedings and resolutions of General Meetings;
(b)
a copy of a notice of each General Meeting;
The Company must, within one month, make and keep the following records: (a)
minutes of proceedings and resolutions of Directors’ meetings (including meetings of any committees); and
(b)
circular resolutions of Directors.
To allow Members to inspect the Company’s records: (a)
the Company must give a Member access to the records set out in clause 18.1; and
(b)
the Directors may authorise a Member to inspect other records of the Company, including records referred to in clause 18.2 and clause 32.
The Directors must ensure that minutes of a General Meeting or a Directors’ meeting are signed within a reasonable time after the meeting by: (a)
the chairperson of the meeting; or
(b)
the chairperson of the next meeting.
The Directors must ensure that a record of a circular resolution is signed by a Director within a reasonable time after the resolution is passed.
The Board 19.1
The Board shall govern and direct the activities of the Order and the Company within the State in accordance with the Act, the ACNC Act, this Constitution, the Priory Rules, the Code of Conduct and the policies and standards of the Board.
19.2
Directors other than the Commissioner shall be appointed and reappointed by the Deputy Prior on the recommendation of the Board confirmed by State Council.
19.3
A person is eligible to be a Director of the Company if they:
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19.4
20.
(a)
give the Company their signed consent to act as a Director of the Company; and
(b)
are not ineligible to be a director under the Act or the ACNC Act.
The Board shall comprise between three and ten Members, including the Commissioner, who have appropriate skills and knowledge. Members who are employees of the Company are not eligible to be a Director. Directors other than the Commissioner are appointed for a term of three years and shall be eligible for reappointment for two further terms of three years. A Director who has served three consecutive terms of three years on the Board may only be reappointed to the Board: (a)
after a further period of three years has passed from their last day of service as a Director; or
(b)
following a resolution of the Board which details the exceptional circumstances requiring that Director’s reappointment.
19.5
The term of a Director reappointed to the Board under clause 19.4(b) may be up to three years.
19.6
The procedure for the appointment and reappointment of a Director other than the Commissioner is: (a)
the proposed Director or Director shall nominate or renominate in writing to the Chairperson setting out their skills, expertise and contemplated contribution to the Board, and if a renomination, their past contribution to the Board;
(b)
the nomination or renomination will be considered by the Board in the absence of that proposed Director or Director;
(c)
if the question is decided in the affirmative, the Board shall make a recommendation to State Council and the proposed Director or Director may be appointed or re-appointed by the Deputy Prior in accordance with clause 19.2 for a further term of three years.
19.7
If the number of Directors is reduced to fewer than three or is less than the number required for a quorum, the continuing Directors may act for the purpose of increasing the number of Directors to three (or higher if required for a quorum) or calling a General Meeting, but for no other purpose.
19.8
All acts done at any meeting of Directors or by any person acting as a Director will be valid as if every such person has been duly appointed and every Director was qualified and entitled to vote, notwithstanding that it is afterwards discovered that there was some defect in the appointment of a Director or that any Director was disqualified or not entitled to vote.
When a Director stops being a Director 20.1
A Director may resign by notice in writing to the Chairperson.
20.2
The Board may declare a Director to have vacated office if that Director: (a)
is the Commissioner and ceases to be the Commissioner;
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21.
(b)
is absent without leave from three consecutive meetings of the Board;
(c)
becomes bankrupt or makes any arrangement or composition with their creditors generally;
(d)
dies or becomes incapable by reason of mental incapacity;
(e)
becomes prohibited from being a director by an order under the Act or the ACNC Act; or
(f)
has engaged in conduct likely to harm the good reputation of the Company or the Order.
Election of Chairperson and Deputy Chairperson The Board shall elect the Chairperson and Deputy Chairperson from the Board.
22.
Board Meetings 22.1
The Board shall meet no less than six (6) times a year.
22.2
An extraordinary meeting may be called by the Chairperson or upon a request in writing signed by not less than three Directors delivered to the Company Secretary. Directors shall be provided reasonable notice of all Board meetings.
22.3
The quorum for a meeting of the Board shall be one half of the current Directors. A quorum must be present for the whole Board meeting.
22.4
Each Director shall be entitled to one vote.
22.5
Voting shall be by a simple majority of the Directors present and entitled to vote.
22.6
The Chairperson, or in their absence, the Deputy Chairperson will act as chairperson for Board meetings. The Directors at a Board meeting may choose another Director to act as chairperson for the meeting if neither the Chairperson or the Deputy Chairperson are present within 30 minutes of the starting time set for the meeting, or if neither the Chairperson or the Deputy Chairperson wish to act as the chair of the meeting.
22.7
The Chairperson (or in their absence the Deputy Chairperson or in the absence of both of them, the Director who has been elected by the Board to be the chairperson of the meeting) shall have a casting as well as a deliberative vote.
22.8
The Directors may pass a resolution without a meeting (a circular resolution). A circular resolution is passed if all the Directors entitled to vote on the resolution sign or otherwise agree to the resolution in the following manner: (a)
each director may sign: (i)
a single document setting out the resolution and containing a statement that they agree to the resolution; or
(ii)
separate copies of that document, as long as the wording of the resolution is the same in each copy; or
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(b)
22.9
23.
24.
the Company may send a circular resolution by email to the Directors and the Directors may agree to the resolution by sending a reply email to that effect.
A circular resolution is passed when the last Director signs or otherwise agrees to the resolution in the manner set out in clause 22.8(a) or 22.8(b).
Payments to Directors 23.1
A Director is not to be paid fees for acting as such except payment or reimbursement of reasonable disbursements relating to the business and activities of the Company or reasonable fees for professional or technical services to the Company previously approved by the Board.
23.2
Despite clause 23.1, the Company may pay premiums for insurance indemnifying Directors, as allowed for by law (including the Act) and this Constitution.
Directors’ Interests If a Director is interested, directly or indirectly, in a contract or arrangement with the Company, subject to complying with the Act regarding disclosure of and voting on matters involving material personal interests, that Director may hold that office, act in a professional or technical capacity providing services to the Company (including being a member of a firm that provides those services), participate, vote and be counted in a quorum for a meeting and sign or participate in the execution of a document by or on behalf of the Company. In doing so, the validity of any contract or arrangement is not affected and there is no liability to account to the Company for any direct or indirect benefit accruing to that Director.
25.
26.
Delegation of Directors’ Powers 25.1
The Directors may delegate any of their powers and functions to a committee, a Director, an employee of the Company (such as the Chief Executive Officer) or any other person, as they consider appropriate.
25.2
The delegation must be recorded in the Company’s minute book.
Adviser The Board may appoint an Adviser who holds office at the pleasure of the Board and is entitled to attend its meetings and speak but not vote.
27.
Chief Executive Officer The Board shall appoint a Chief Executive Officer upon such terms as to remuneration, tenure and otherwise as the Board determines and the law requires in order to achieve the objects and purposes of the Company including through the use of the volunteers of the Company. The Chief Executive Officer shall be responsible to the Board for achieving the objects and purposes of the Company through the training and use of the volunteers of the Company and through the marketing and sales of the Company’s products and services.
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28.
29.
Company Secretary 28.1
The Board shall appoint a Company Secretary after the proposed Company Secretary provides the Company with their signed consent to act as the Company Secretary.
28.2
The Company Secretary shall be responsible to the Chief Executive Officer and to the Board for the administration, compliance and regulatory functions of the Company.
28.3
The role of the Company Secretary includes (but is not limited to): (a)
maintaining a register of the Company’s Members; and
(b)
maintaining the minutes and other records of General Meetings (including notices of meetings), Directors’ meetings and circular resolutions.
Duties of Directors The Directors must comply with their duties as directors under legislation and common law, and with the duties described in governance standard 5 of the regulations made under the ACNC Act which are:
30.
(a)
to exercise their powers and discharge their duties with the degree of care and diligence that a reasonable individual would exercise if they were a Director of the Company;
(b)
to act in good faith in the best interests of the Company and to further the charitable purpose(s) of the Company set out in clause 5;
(c)
not to misuse their position as a Director;
(d)
not to misuse information they gain in their role as a Director;
(e)
to disclose any perceived or actual material conflicts of interest in the manner set by the Board;
(f)
to ensure that the financial affairs of the Company are managed responsibly; and
(g)
not to allow the Company to operate while it is insolvent.
State Council 30.1
The State Council shall be chaired by a President appointed by the Deputy Prior on the recommendation of the Board for a term of three years and shall be eligible for reappointment.
30.2
The State Council is a body with functions that may evolve from time to time, and may include: (a)
maintaining the history and traditions of the Order in the State;
(b)
fostering support for the St John Hospital in Jerusalem and communicating news about the Hospital to Members of the Organisation and others;
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(c)
assisting the staff in organising the ceremonial activities of the Company, including the Annual Investiture and the Annual Awards Ceremony;
(d)
confirming or otherwise recommendations by the Board for the appointment and reappointment of Directors by the Deputy Prior; and
(e)
supporting and fostering matters concerning the membership and activities of the Company.
30.3
The State Council’s purpose and functions shall be set out in a charter prepared by the Board and approved by State Council.
30.4
There shall be 26 elected Councillors made up of 4 Councillors representing the Order and 22 Councillors representing the Members of the Organisation as at that time.
30.5
Each Councillor shall, subject to this Constitution, retire at the third Annual General Meeting after their election. A retiring Councillor is eligible for reelection.
30.6
The 22 Councillors representing the Members of the Organisation will be elected by the Members of the Organisation. The parameters for representation are to be agreed by the Board in consultation with State Council, prior to the calling of an election.
30.7
The procedure for the election of these Councillors will be determined by the Board. The Chief Executive Officer will call for nominations from Members. If the number of candidates is not greater than the vacancies, the chairperson at the Annual General Meeting must declare such candidates duly elected. If there are more candidates than vacancies there must be a ballot of the Members.
30.8
The remaining four elected Councillors will be Members of the Order resident in the State, who, subject to this Constitution, shall retire at the third Annual General Meeting after their election. A retiring Councillor is eligible for reelection. The procedure for the election of them will be determined by the Board. The Chief Executive Officer will call for nominations from Members of the Order resident in the State who also constitute the Electoral College for this election. If the number of candidates is not greater than the vacancies the chairperson at the Annual General Meeting must declare such candidates duly elected. If there are more candidates than vacancies there must be a ballot of the Members of the Order resident in the State.
30.9
An elected Councillor may resign by notice in writing to the President care of the Chief Executive Officer.
30.10 An elected Councillor ceases to hold office: (a)
on ceasing to be a Member;
(b)
on death; or
(c)
in the case of a Councillor elected as a Member of the Order resident in the State either ceasing to be resident in the State or ceasing to be a Member of the Order.
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30.11 The State Council may declare an elected Councillor to have vacated that office if that Councillor: (a)
is absent without leave from three consecutive meetings of the State Council;
(b)
becomes bankrupt or makes any arrangement or composition with their creditors generally; or
(c)
has engaged in conduct likely to harm the good reputation of the Company or the Order.
30.12 Any casual vacancy among the elected Councillors may be filled by the State Council, and the person appointed shall hold office for the remainder of the elected Councillor’s term and be eligible for election. 30.13 The Directors, the President and the Chief Executive Officer are ex officio Councillors. 30.14 A resolution in writing, signed or assented to by facsimile or some other form of visible electronic communication by not less than 75% of all Councillors for the time being present in Australia, which may be in more than one document, shall be as valid and effectual as if it had been passed at a duly convened meeting.
31.
Execution of Documents The Company may execute a document if the document is signed by two Directors of the Company or by a Director and the Company Secretary of the Company pursuant to section 127 of the Act.
32.
Finances and Accounts 32.1
The Board must cause the Company to keep accounting records which correctly record and explain its transactions and financial position, and facilitate the preparation and auditing of financial statements at the end of each financial year and as at such other times as it may determine.
32.2
The Board must, within five months after the end of each financial year, cause to be made out in accordance with approved accounting standards: (a)
a statement of financial performance that gives a true and fair view of the income and expenditure of the Company for that financial year; and
(b)
a statement of financial position that gives a true and fair view of the assets and liabilities of the Company at the end of that financial year.
32.3
The books of account, financial statements and other financial records of the Company shall be audited in accordance with the Act and the report of the auditors tabled at each Annual General Meeting.
32.4
At each meeting of the Board a statement of income and expenditure together with such other financial information as to give a true and fair account of the financial position of the Company at that time shall be tabled.
32.5
The Board shall ensure that a budget is prepared and approved for each year.
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33.
Notices 33.1
33.2
33.3
34.
Any notice to be given to a Director, Councillor or Member under this Constitution may be given by: (a)
delivering the notice personally; or
(b)
sending it by prepaid post addressed to that person’s address in the register of Members: or
(c)
facsimile transmission, if sent to a facsimile number normally used by the intended recipient; or
(d)
electronic transmission, if sent to an email address normally used by the intended recipient.
Written notice or any communication under this Constitution may be given to the Company, the Directors or the Company Secretary by: (a)
delivering it to the Company’s registered office;
(b)
posting it to the Company’s registered office or to an alternative address notified by the Company to the Members as the Company’s alternative address;
(c)
sending it to an electronic address notified by the Company to the Members as the Company’s electronic address; or
(d)
sending it to the fax number notified by the Company to the Members as the Company’s fax number.
A notice: (a)
delivered in person, or left at the recipient’s address, is taken to be given on the day it is delivered;
(b)
sent by post, is taken to be given on the third day after it is posted with the correct payment of postage costs; and
(c)
sent by email, fax, or other electronic method, is taken to be given on the business day after it is sent.
Company’s Financial Year The Company’s financial year is from 1 January until 31 December, unless the Board passes a resolution to change the financial year.
35.
Indemnity Each Director, the Company Secretary, the Chief Executive Officer and other officers of the Company are indemnified out of its assets against any liability arising out of the execution of the duties of their office which is incurred in defending proceedings, civil or criminal, in which judgment is given in their favour or in which they are acquitted or in which relief is granted to them by the court in respect of any negligence, default, breach of duty or breach of trust. Each person indemnified, including persons who previously held such an office or position, is entitled to access the Company’s
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records for the purposes of any such proceedings provided that person enters into a Deed of Access and Indemnity in such terms as the Board reasonably requires.
36.
Insurance To the extent permitted by law (including the Corporations Act), and if the Directors consider it appropriate, the Company may pay or agree to pay a premium for a contract insuring a person who is or has been an officer of the Company against any liability incurred by the person as an officer of the Company.
37.
38.
The Guarantee 37.1
The liability of Members is limited to the amount of the guarantee set out below.
37.2
Each Member must contribute an amount not more than $1 to the property of the Company if the Company is wound up while the Member is a Member, or within 12 months after they stop being a Member, and this contribution is required to pay for any: (a)
debts and liabilities of the Company incurred before the Member stopped being a Member; or
(b)
costs of winding up.
Winding Up 38.1
The Company may be wound up by a Special Resolution of Members.
38.2
If the Company is wound up, any Surplus Assets must not be distributed to a Member or a former Member of the Company, unless that Member or former Member is a charity described in clause 38.3(a) to 38.3(c).
38.3
Subject to the Act, any other applicable legislation and any court order, any Surplus Assets that remain after the Company is wound up must be distributed to one or more charities: (a)
with charitable purpose(s) similar to, or inclusive of, the purpose(s) in clause 5;
(b)
which prohibit the distribution of any Surplus Assets to its members to at least the same extent as the Company; and
(c)
that is or are deductible gift recipients within the meaning of the Income Tax Assessment Act 1997 (Cth) or other applicable law.
38.4
If the Company is not a deductible gift recipient when it is wound up, the Company does not need to comply with clause 38.3(c).
38.5
The decision as to the charity or charities to be given the Surplus Assets must be made by a Special Resolution of Members and approved by the Priory. If the Members do not make this decision, the Company may apply to the Supreme Court to make this decision.
38.6
In selecting the charity or charities to be given the Surplus Assets, the Members should give priority to the Priory or another body of the Order for the furtherance
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of all aspects of the work of the Order. Where that is not possible or practicable, the Members must take into account and make a decision having regard to:
39.
(a)
any need at the time for the provision, or continuing provision, of a service for the teaching and provision of first aid and related activities;
(b)
any requirement to ensure the ongoing provision of such services and related activities; and
(c)
any desirability and appropriateness of distributing and transferring property remaining on a winding up or dissolution of the Company to an organisation or organisations carrying on or promoted to carry on such activities.
Revocation of the Company’s Deductible Gift Recipient endorsement If the Company’s endorsement of the Company as a deductible gift recipient is revoked (whether or not the Company is to be wound up or dissolved) any surplus of the following assets must be transferred to one or more charities that meet the requirements of clauses 38.3(a) to 38.3(c) as decided by the directors:
40.
41.
42.
(a)
gifts of money or property for the principal purposes of the Company;
(b)
contributions made in relation to an eligible fundraising event held for the principal purpose of the Company; and
(c)
money received by the Company because of such gifts and contributions which are unspent.
Amendment of Constitution 40.1
Subject to the Act and the approval in writing of the Priory, this Constitution may be amended by a Special Resolution.
40.2
The Members must not pass a resolution that amends this Constitution if passing it causes the Company to no longer be a charity.
By-Laws and Regulations 41.1
The Board may make, amend, or repeal by-laws, not inconsistent with this Constitution, for the internal management of the Company. A by-law may be set aside by a General Meeting.
41.2
Policies and regulations relating to the activities of volunteers including without limitation promotion, demotion, efficiency and ceasing to be a volunteer may be made from time to time by the Board.
Saving Clause This Constitution shall be construed, as far as possible, in conformity with the Priory Rules and any matters not covered shall be governed by those rules. In case of doubt, action must be deferred pending an instruction from the Priory Chapter.
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INSTRUMENT APPOINTING A PROXY
I,
.....................................................
of
.........................................................
Being a Member of St. John Australia (NSW) appoint
of
(who is also a Member)
or failing him/her,
of
(who is also a Member)
as my proxy to vote for me at the Annual General Meeting of St John Ambulance Australia (NSW) to be held on 17 May 2022 and at any adjournment thereof.
day of
Signed this
......................................................... Signature of Member
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Email address: (please print clearly)
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