MATER DEI SPEX:IAL SCHCX>L, caMJEN N.S.W.

UP TO DATE COPY OF 1.'HE CONSI'I'IUITOO OF BG\RD OF Ml\NJ\GEMENI'

IOCORPCm\TIN:; ~TS MADE 00 l2'rn SEPI'fMBER, J 985.

,.. .... _ _,.Ory 7 .. a

CTJH.075.01008.0027

COllSTITllTIO~ 01'' DOA RD OF f·1A UA GE'i·TI::~·p

PJ~J::A..MDT,J~

\.JHERr:As the Ins ti tu te of the SiG ters of ti1~ Coad S<u;1'.!:d. tar!, Glc;"t<? Pain!:,

5.'n the State of 1;ew South Wale~, is the 0\·1~<.:?r o! certa5.n lz.r.d and

U,uildin~::l and appurtences thereon situated at Cai:iccn. in t~e sa.id State~

which said. land together with the said. buDdings and api;urten:.inces is

vested in the '!ru.ste.:?3 of tho ;:listers of thE: Gocc1 S~:ia:ri ta;1, a ~10r::y

· corpo::::a ti! cr<!a ted by the Roman Ca th.::. lie Ch..:rd1 Cor.1~1un]. U~s 1 L;:.n~ ;.c,t~

1942, ,_ncl ;;c<J.c by ~hat bo~y cor.pn:·a t.c~ Cin trust. for the .~ai'.l Ir.stH'.lte

and fo:r its ~1se, purposes apd hcnefi t, JIJm _ _wm:nE:fl~ ti1c said Institute

wa!l fduno.ea.· for the pr:actice of the spiri ~ .. c,-,,J 2r.d cor:;,c:r.:!.1 work:; of

r'1::iri ty' hlm ~~'P.ERE>.S in pursu.a.!lce of i:h'.t cr;a, the said Ini:.ti tut;e si!JCC

thP- y0ar 1957 has conduote:a on p;i!"ts of for: ~aic"t l<irid a:•<l -i·n the f:aid

• 1?t1:1dj.r.es:'-1?-~ ~p~urtenances- the l-~~tc~ r11~i !:.;}H::cfal Sd1ool.for intell{:ct­

·valiy hai~~ica~ped .;irl::; iJ-m \o.2!,ERi:"".A:; 1:h?. :..'aid In;;ti ~.ut<::. w~1Uc it is a.TJ<l.

;.!.t al! times ;:r1~ll be decu;£.C to be ti1e mmc:.:- c;.nc\ the ::;n~1tme ar.d 1;0•·t:1"T.-.

1ne au!J1ority o~ the said School, rcgc..rd:> it as exy:dicnt· tl!<!.t it ~.nd

tho~~ of its me1'.!be.rs ·from time i;o ti!":C c:.>ncerncd ''l i.h th~ f:l ........... t:i C!'::; cf

the said ;:;chcol bG assii::tcd tl~e!'i!i:-~ by p~i.·::oons t.·!i~s<:n fo!:' tb:i.. t _!'Ju~:;:c;sc-:

.by t!Je· Su~e:r.ior-Ge~J~rc:tl of the said. Ins ti tuic H'Jt: I Sistc:- f~1y oc

'!..~urdc;:: 1lon;:.yn_e, th<: said Superior r-~nc~rz.l. hy my c;,u t!iori : . .:,• ;:..::; thr. sa.,;:~

<>.nc , ... i tn th'? <'.-:'ivice of Jt!f ·-councilh,r:. ir. Co-.mci:.. ~~::::c:;:~J.t.:d IX> l:EPJ:'.J~

l':tt;:OLGAT'.C: t!;.: Co_usi::i:tutio.-~ of tile boa!"d. <Jf J•i::!1~ii(.;C:!lcnt oi' Hat.?r !>ci

Specio.l Scn'.>ol, Camoen, ~G hereW!t:> set forth.

·,:,t Uctotcr, 1979.

Supcrio:--Ccnt:r:~!-

..

CTJH.075.01008.0028

CONSTITu--oN

1. ~

This Constitution shall catmence on tl"P- f irst day of October, 1979.

2. PREAMBLE TO ;:...:. PART OF CONSTITlJI'ION

The Preamble of this Constitution sha:: ::ie part of this Constitution

and this Constitution shall be read and co~s:rued as being subject thereto

to the intent that nothing herein shall be so read or construed as to be

contrary to or inconsistent with the Preamt:e.

3 • POWERS OF Th._.S1'EES Nor TO BE AFFOCTED

Nothing in this Constitution shall be =o read or construed as to

affect the exercise of the pc:Mers, authori~~es, duties or functions of the

Trustees of the Sisters of the Good Samari~ ..

4. DISSOLUTION _!" INI'ERIM BOARD

The Interim Board knCMn as "The Inter:..- ::Oard of Mater Dei .Special

School, Camden" is hereby dissolved.

5. DEFINITION ;.~;u INI'ERPREI'ATION

(1) The several numbered parts of tr ·=: Constitution may be referred

to as clauses.

(2) In this Constitution, unless the :ontext otherwise indicates or

requires -

"Appointed day" means first day : : October, 1979.

"Board" means Board of Manageme:-.: of Mater Dei Special School,

Camden, constituted by this :onstitution.

"School" means Mater Dei Specia: .::chool, Camden.

"Chairman" means Chairman of th~ ::Oard so appointed pursuant

to this Constitution .

"Camiittee" means a carmittee es:.i:)lished pursuant to this

Constitution.

"Deputy-Chai:rman" means Oeputy-: ··..::innan of the Board so

appointed pursuant to this ~:::~stitution.

"Financial Year" means the peric· rx:mnencing the first day of

July of each year and endi: - the thirtieth day of June

of the year next fo I lo.vins.

"Institute" means Ins titute of :· Sisters of the Good

Samaritan . . 'lllll"" • -

J.

CTJH.075.01008.0029

2 .

"Manber" means member so app: :..nted pursuant to this

Constitution.

"Month" means office of memb::::- or of Chairman or of Deputy­

Chairman, as L-ie contex:. :nay require.

"Prescribed" means prescribe.: ?Ursuant to this Constitution or

by or pursuant to any r-:=-;-ulation made thereunder.

"Sisters of the Goe·:: Samarit.5..-.'' means the Institute of the

Sisters of the Good Sarr~itan.

"Provincial Sur:>=ric:-" means ::=:-ovincial Superior for the time

being of t..'1e Duntry Pr;:<:ince of the Sisters of the

Good Sarnar i tar:.

"Provincial Superic:-' s Dele<;~:-=" means the Sister of the

Institute app:::.'..nted for ~1e time being by the

Provincial Suf~rior a rre:-ber and the Provincial Superior's

delegate 0:.1 tl-2 Board er .. :., during the inability of the

Provincial SuP=rior's D=~2gate to act as a member for any

reason includL:g absenc~ ~r illness, includes the Sister of

the Institute ~?pointee ::- directed by the Provincial

Superior to ac: in her ~:2ad.

"Trustees of the Si:oters of ~-.e Good Samaritan" means the oody

corporate by bat name c:-eated by the Ranan Catholic Church

Ccmmunities' L~1ds Act, ~~42 (N.S.W.).

Words importing the singular :-.umber only shall include the

plural m.mi.~r ~•d words :..-:-porting the plural number only

shall include :.:"te singu~ =..:- nu.rnber. Word importing the

masculine r;en~r only s:-.~.:1 include the feminine gender.

·--•"8Wllll.-,,.--...,._.., ... -... ........_""' -. -.. .- nufffl't n - a -~·-·-..... "'"'""-•-..--.-~ ~·,.....··1111••-----..,,,,,. ..............

CTJH.075.01008.0030

--

3.

6. CONSTI'IUTIOO OF BOARD OF MANAGEMENT

(1) There shall be and there is hereby constituted a Board of

Management which shall be called 0 Board of Management of Mater Dei Special

School, Camden".

(2) Subject to this clause the Board shall consist of persons

appointed members as hereinafter provided, namely -

(i) a Sister of the Institute appointed for the time being

by the Provincial Superior a member and the Provincial Superior's

Delegate;

(ii) a Sister of the Institute, not being a person referred

in paragraph (i) hereof, appointed for the time being by the Provincial

Superior a member; and

(iii) a representative of the Bishop of Wollongong nc:rninated

by him and appointed by the Provincial Superior a member; and

(iv) such other persons, numbering in aggregate not less

than six and not more than ten, as are appointed by the Provincial Superior

members.

Subject to this Constitution, each aforesaid person other

than the Provincial Superior and the Bish9p of Wollongong shall be a

member. One of such members shall be Chainnan of the Board and one of such

members shall be Deputy-Chainnan of the Board. The first Chairman and the

first Deputy-Chairman, respectively, shall be appointed by the Provincial

Superior.

(3) So long as the Bishop of Wollongong does not naninate a

representative to be appointed a member of the Board, the Board shall

consist of the Provincial Superior's Delegate and the persons appointed

pursuant to paragraphs (ii) and (iv) of subclause (2) of this clause and

the Board so consisting shall be deemed to be validly constituted.

(4) (i) A person who has attained the age of seventy-two years

shall not be eligible to be appointed a member. For greater clarity, it is

declared that this paragraph shall not apply to a member who (while he is a

member) attains the age of seventy-two years and such member may, subject

to this constitution - this paragraph excluded, continue to be a member

until the end of the triennium during which he attained that age.

(ii) A person in the service of the School shall not be

eligible to be a member. For greater clarity, it is declared that for the

purpose of this paragraph a Sister of the School is not a "person in the

service of the School".

-

CTJH.075.01008.0031

4. (5 The office of a member shall becane vacant -

(i) by the death of a rranber; or

(ii) i: the member be absent fran :.hree consecutive

r.t2etings of t.l)e Board without leave granted by

resolution of the Board; or

(iii) by the member's written resig:-:ation; or

(iv) i: the member be requested in writing by the

P~ovincial Superior tc resign fran the Board: or

(v) i: the Board by resolution declare that the member

rx> longer be a member: or

(vi) in accordance with sulx:lause 6) or subclause (7) of

t.:1is c 1 a use, as the case may ::€. Prc:::..dee tr..?.t paragraph (ii), (iii), (iv} anc (v) of this sulx:lause shall not apply to the Provincial Superior's Delegate or tc a Sister of the Ins:.itute C.?pointe<l purs:.tant to paragraph (ii) of sU::clause (2) of this cla·..:=e.

(6) (i} :or the puq:x:>se of this subclause the triennium

sha:l carrr~~ce on the ap::ointed day.

(ii) (c.) Members shall be appointed triennially by the

Prc':incial Superior and each member shall, ur.less he earlier ceases to be a

mem::er in c:ccordance wib this Constitution, :ie a Il"lE!""..ber for the relevant

trie.nni\.Fl end no longer.

(~} If a vacancy occurs in c:..i-ie office of mernber

the ?rovinc ial Superior :nay, subject to this Constit..:tion, fill the vacancy

by :.:1e app:intment of scr::e person to the vacant office. A person appointed

to ::11 sue~ vacant office shall, unless he earlier ceases to be a member

in ::ccorda.-.ce wi t.i-i this Constitution, be a rrenber fo~ the une..xpired period

of :..:,e rel;:vant triennitn and no longer.

(c) Nothing in the :oregoir:~ provisions of this

par=sraph s~ll render ineligible for reappoir1tment ::.s member any person

oth~~vise eligible under this Constitution _to be app:inted member.

(iii) (a) At its first meeting af-:.er the camiencanent of

a t::-iennitr, unless it t.:,en be impracticable so to fu and in that event as

soo:-. there2f ter as it may be !_)racticable, ~ Board s hall appoint a member

to ::.: Chai~ for that trienniurn and no lon~er:

Prc: ided t:.a t a menber s~ll not be eligible to be c:-.ainnan :or more than

twc consec~tive trienniuns.

fo) Nothing in the said sub-paragraph (a) shal 1

ren:er ine: igible to be Chairman for a trien:-.ium after the first triennium

a c :-.airrnan appointed as such not more than t .. .-elve rro:iths before the

tec-...inatio~ of t~e trier~ium last past and s~ill in office at such

te:?:"" J.na tio:-..

. - -

CTJH.075.01008.0032

5.

(c) If a vacancy occurs in the off ice of

Chairman the Board shall, subject to this Constitution, fill the vacancy by

the appointment of a member to the vacant office. A member appointed to

fill such vacancy shall, unless he earlier ceases to hold office, be

Chairman for the unexpired period of the relevant trienniLUU and no longer:

Provided that nothing in this sub-paragraph shall operate to limit in any

way the operation of sub-paragraph (b) of this paragraph.

(d) The provisions of this paragraph shall apply,

mutatis mutandis, to Deputy-Chairman and the office of Deputy-Chairman.

7. PCWERS, AUTHORITIES, DUTIES AND FUNCTIONS OF BOARD.

(1) Subject to this Consitution, the duties and functions of the

Board shall be to act for and on behalf of and as agent of the Sisters of

the Good Samaritan in the maintaining and conducting of Mater Dei Special

School, Camden, in accordance with the philosophy of the Sisters of the

Good Samaritan and their purposes relating to the School; and, without

limiting the generality of the foregoing, such duties and functions include

all or any matters relating to -

(a) the advancement of the objects of the

Sisters of the Good Samaritan in its Christian

education prograrrme for the intellectually

handicapped;

(b) tiie public relations, policy, management,

administration and developnent of the School;

(c) the pranotion, at levels of educative

excellence and whether by collaboration with or

use of institutions of tertiary learning or

professional bodies or otherwise, of education,

study, research and training in the practice of

the disciplines related to the education and

care of the intellectually handicapped;

(d) the construction, developnent, alteration,

improvement, maintenance, working and

management of buildings, grounds, works or

conveniences;

(e) finance, including the obtaining of revenue for the purposes of the School;

CTJH.075.01008.0033

6.

(f) the making of any contract, not being a

contract to which the Ranan Catholic Church

CamlWlities' Lands Act applies, on behalf of

the Institute, whether alone or jointly with

another or others, with any person or body;

(g) the a:ppointment to the service of the Institute

of all such persons as are considered by the

Board to be necessary or desirable to the

attaining of the puqx>ses of the Sisters of the

Good Samaritan relating to the School or to the

discharge by the Board of its duties and

functions in maintaining and conducting the

School, the determination of the remuneration

and other terms of service of persons so

appointed or to be appointed and the

prescribing of their duties and functions;

(h) the giving of directions as to -

(1) the opening and operating of bank accounts;

(2) the keeping of books of accounts; and

(3) the preparation and furnishing to the Board

of an annual report and financial statement

with regard to the functioning of the

School; and

(i) such other matters within its duties and

functions aforesaid as may to the Board seem

proper, or as may be referred to the Board by

the Provincial Superior or the Provincial

Superior's Delegate.

The Board shall have the I_XJWers and authorities appropriate to the

discharge of the foregoing duties and functions and its decisions shall be

binding on all persons in the service of the Institute involved in and

about the affairs of the School: Provided always and it is hereby declared

that neither the Board nor its individual members shall incur or be under

any personal liability, in contract or otherwise, to persons with whan they

may deal on behalf of the Sisters of the Good Samaritan.

(2) (i) The Provincial Superior's Delegate shall be deemed

to have notice of every deci s ion made by the Board at a meeting of the

Board at which she i s present.

CTJH.075.01008.0034

7.

(ii) A decision made by the Board at a meeting of the

Board at which the Provincial Superior's Delegate is not present shall be

brought verbally to the knCMledge of the Provincial Superior's Delegate as

soon as practicable after the decision was made and shall be confirmed to

the Provincial Superior's Delegate by notice in writing within forty-eight

hours after the decision was made, by the Chairman or such other person as

the Board may decide.

(iii) The Provincial Superior•s Delegate may, within seven

days after the date of a decision made at a meeting of the Board at which

she was present, or within seven days after receiving notice of a decision

made at a meeting of the Board at which she was not present, disallow any

decision of the Board by giving notice in writing to the Chairman of such

disallowance. A decision of the Board so disallowed shall be void and of

no effect ab initio.

8. MEEI'ING OF THE BOARD.

(1) The Board shall meet for the despatch of business at such

times and places as it may determine fran time to time: Provided that -

(i) it shall meet not less frequently than once in every

two months, provided that it need not meet in the

aggregate more than ?nee in the successive months of

December, January and February;

(ii)

(iii)

it shall meet whenever the Provincial Superior's

Delegate or the Chairman may decide;

it shall meet on request in writing by not less than

five members made to the Chainnan.

A meeting of the Board held pursuant to paragraph (i) of this sub­

clause shall be an ordinary meeting. A meeting held otherwise pursuant to

this subclause shall be a special meeting.

(2) Not less than fourteen days' notice in writing of an ordinary

meeting, and such notice as is practicable of a special meeting, shall be

given to members.

(3) At a meeting of the Board five members shall constitute a

quorum and if a quorum be not present the meeting shall be adjourned.

(4) At a meeting of the Board the Chairman, and in his absence the

Deputy-Chairman, shall preside; and if ooth the Chairman and the Deputy­

Chairman are absent the members present shall appoint a Chairman for the

meeting: Provided, however, that the Provincial Superior's Delegate may

preside at any meeting of the Board as she may decide.

CTJH.075.01008.0035

8.

(5) At a meeting of the Board each member present shall have one

vote. Where the votes cast for and against any matter are equal the

Chairman shall decide the question; and where the votes cast for and

against any matter are not equal the question shall be decided on the

majority of votes cast.

9. EXEOJI'IVE OF THE BOARD.

(1) There shall be an executive of the Board which shall consist

of the Provincial Superior's Delegate, the Chainnan and the Deputy­

Chairman: Provided that in the absence of the Chairman or the Deputy­

Chainnan another member as chosen by the Provincial Superior's Delegate

shall act in his stead.

(2) Between meetings of the Board and in respect of any matter

requiring iranediate attention the Executive shall have the powers and

authorities and may exercise the duties and functions vested in or imposed

on the Board by Clause 7 of this Constitution.

(3) Subclause (4) of Clause 8 of this Constitution shall apply,

mutatis mutandis, to a meeting of the Executive.

(4) The Chairman of a meeting of the Executive shall report to the

next following meeting of the Board action taken by the Executive pursuant

to this clause.

10. DELffiATION BY BOARD.

(1) (i} The Board may, by resolution and instrument of

delegation in writing, delegate to such one or more members as it may

decide (hereinafter referred to as delegate or delegates, as the case may

be) the exercise or performance of such of the powers, authorities, duties

and functions to which Clause 7 of this Consitution applies as may be

specified in the resolution and instrument of delegation, and it may in

like manner revoke wholly or in part any such delegation.

(ii) A delegation made under this clause may be made

subject to such conditions and/or limitations as to the exerci se or

perfonnance of any of the specified powers, authorities, duties or

functions delegated or as to time or other circumstance as may be specified

in the resolution and instrument of delegation.

(iii) An instnnnent of delegation shall be signed by the

Chairman and one other member who is not a de legate pursuant to tha t

instrument: Provided that if the Chairman be a delegate pursuant to an ins trument of de legation that instrument shall be signed by two members who

are not delegates pursuant to it.

CTJH.075.01008.0036

9.

(2) Any act or thing done by the delegate or delegates when acting

in the exercise of a delegation and within the tenns thereof shall have the

like force and effect as if the act or thing had been done by the Board.

(3) Notwithstanding any delegation made under this clause the

Board may continue to exercise or perform all or any of the po.vers,

authorities, duties or functions delegated.

(4) A delegate, or, where there is more than one delegate, one of

their number as determined by them, shall report to the next folloving

meeting of the Board and thereafter as directed by the Board with regard to

the exercise or performance by him or them of the po.vers, authorities,

duties and functions delegated.

11. ESTABLISHMENI' OF CCMMITI'EFS.

(1) The Board may establish, in accordance with the provisions of

this clause, such carrnittee or carmittees of the Board as it may decide and

may prescribe by regulation or otherwise the powers, authorities, duties

and functions of each carrnittee established.

(2) Subject to this clause, a cx:rrrnittee shall consist of a

chairman who shall be a member and who shall be appointed by the Board as

such chairman and such other persons, whether members or not, as the Board

may decide.

(3) The Provincial Superior's Delegate shall ex officio be a

member of each carmittee established pursuant to this clause.

(4) A carmittee shall report to the Board as the Board may direct

fran time to time.

12. Rfil.JIATIONS.

The Board may, fran time to time, make any regulation thought by it

to be necessary or convenient for carrying out the provisions of this

Constitution: Provided that no regulation may be made which is contrary to

or inconsistent with this Constitution.

13. ALTERATION OF CONSTI'I'lITION.

(1) Subject to subclause (2) of this c lause, this Constitution may

be altered, a11ended or repealed by the Board provided that notice of any

proposed alteration, amendment or repeal has been given in writing to the

members not less than one month prior to the date of the meeting of the

CTJH.075.01008.0037

. . . ' . . '

10.

(2) No alteration, amendment or repeal made pursuant to subclause

(1) of this clause shall have effect unless and until approved in writing

by the Provincial Superior.

14. DISSOLUTION.

The Board of Management constituted by this Constitution may be

dissolved at any time by instnnnent under the hand of the Provincial

Superior and notice of which is given to each member within seven days next

after the date on which the instrument is executed.

It shall be sufficient canpliance with the requirement of this

clause to give notice to a member if such notice is given in a pre-paid

letter addressed to the member at his last-known address and posted within

the said seven days.

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CTJH.075.01008.0038