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Rules of Mardom Foundation Inc.

1 Name

The name of the incorporated association is Mardom Foundation Incorporated, referred to herein as ‘the Association’.

2 Definitions

‘Committee’ means the committee of management of the Association, which is responsible for governing the Association

‘General meeting’ means a general meeting of members of the Association convened in accordance with these rules

‘Member’ means a member of the Association

‘Special Resolution’ means a special resolution defined in the Act

‘the Act’ means the Associations Incorporation Act 1985

‘the Regulations’ means Associations Incorporation Regulations 2023

3 Object

The Association is established to be a not-for-profit organisation with the purpose of promoting and protecting human rights in Australia and globally:

To engage in public campaigns, activist projects and initiatives that raise awareness of specific human rights issues and communities to organise and take action towards positive changes.

Implementation: We will develop and launch public awareness campaigns and get involved in civic/nonviolent actions, focused on human rights issues, using a mix of traditional media, social media, digital technologies/platforms and public events. This could include rallies, marches, online petitions, any form of nonviolent action and partnerships with other activist groups to increase reach and impact.
Example Activities: Organise public demonstrations, collaborate with influencers and content creators for social media campaigns, and engage the community through town hall meetings and open discussions.

To provide education and training programs aimed at empowering individuals to defend their own rights and those of others, thereby fostering a more equitable society utilising all available media, social platforms and events.

Implementation: Our association will design and offer educational workshops, seminars, and training sessions to empower individuals to understand and defend human rights. We will work with experts in the field to ensure that the content is accurate and relevant.
Example Activities: Conduct training sessions for volunteers and members, create educational resources (e.g., brochures, online courses), and collaborate with the community leaders to increase the reach and impact.

To advocate for democratic principles, including the advancement of participatory democracy, transparency, accountability, and the rule of law.

Implementation: We will advocate for greater participatory democracy, transparency, and accountability through public statements, meetings with government officials, and participation in policy discussions.
Example Activities: Engage in dialogue with lawmakers and policymakers, provide recommendations for legislative changes, and participate in public consultations to promote democratic values.

To collaborate with local and international organisations and governments to address human rights violations and promote peace, justice, and equality worldwide.

Implementation: The association will form partnerships with local and international human rights organisations, NGOs, and government agencies to address human rights violations and promote broader objectives.
Example Activities: Co-host events with partner organisations, establish joint task forces to address specific issues in a specific region, and share resources to maximise impact.

To support marginalised and vulnerable populations, ensuring their rights are upheld, and their voices are heard in decision-making processes.

Implementation: We will create programs and initiatives to directly support marginalised and vulnerable populations, ensuring they have a voice in decision-making processes and access to necessary resources.
Example Activities: Set up community outreach programs in a chosen geographical region, provide legal and counselling services, and establish safe physical or digital spaces for marginalised groups to gather and organise.

To monitor and report on human rights violations, hold those responsible accountable, and advocate for justice and reparations for victims.

Implementation: The association will establish mechanisms for monitoring human rights violations, including collecting data, conducting research, and releasing public reports. We will work with other organisations and media outlets to ensure these reports reach a broad audience.
Example Activities: Create a human rights monitoring committee, publish periodic reports on human rights conditions in specific regions, and use digital platforms to collect reports from the public.

To advocate for legislative and policy changes that uphold and strengthen human rights protections at local, national, and international levels.

Implementation: We will advocate for specific legislative and policy changes that strengthen human rights protections, working closely with lawmakers and policymakers.
Example Activities: Draft policy recommendations in relation to a specific social condition, organise meetings with legislators, and participate in public hearings to advocate for changes that promote human rights.

To foster dialogue and cooperation between diverse communities, promoting mutual understanding and respect for the dignity and rights of all individuals, regardless of race, ethnicity, religion, gender, sexual orientation, or socioeconomic status.

Implementation: The association will create platforms and initiatives that bring together diverse communities to foster dialogue, promote mutual understanding, and combat discrimination.
Example Activities: Host intercommunity dialogues, promote cultural exchange programs, and work with community leaders to bridge divides and build cooperation.

4 Powers of the Association

4.1 Committee Powers:

Power to admit, suspend, or expel members in accordance with the Association’s, principles, values, rules and procedures.
Power to collect membership fees and dues, and determine the schedule and amount of such fees.

4.2 Governance Powers:

Power to elect or appoint officers, Committee Members, or ambassadors and define their roles, responsibilities, and terms of office.
Power to convene meetings of members, Committees, or other bodies and establish quorum requirements and voting procedures.
Power to make, amend, or repeal bylaws, regulations, or standing orders governing the internal affairs of the Association.
Power to establish policies and procedures for the management and administration of the Association’s affairs.

4.3 Financial Powers:

Power to manage and invest the Association’s funds, assets, and resources in accordance with its stated objectives and prudent financial practices.
Power to raise funds through donations, gifts, grants, sponsorships, fundraising events, or other lawful means and in accordance with state, federal and international laws and regulations.
Power to spend the available funds on activities relevant to the objects mentioned in this constitution.
Power to open and operate bank accounts, borrow money, and enter into financial agreements or contracts on behalf of the Association.

4.4 Operational Powers:

Power to undertake activities, programs, projects, or initiatives consistent with the Association’s purposes and objectives.
Power to enter into agreements, partnerships, or collaborations with other organisations, businesses, or individuals to further the Association’s mission.
Power to own, lease, or otherwise acquire property, equipment, or facilities necessary for the operation of the Association.
Power to establish and maintain communication channels, publications, or platforms to disseminate information and engage with members and the public.

4.5 Legal Powers:

Power to take legal action, including litigation or dispute resolution, to protect the interests of the Association or enforce its rights.
Power to seek legal advice and representation on matters affecting the Association’s legal rights, obligations, or liabilities.

4.6 Dissolution Powers:

Power to dissolve or wind up the Association in accordance with legal requirements and procedures, including the distribution of assets and settlement of liabilities.

The powers of the Association are subject to section 25 of the Act.

5 Membership

5.1 Types

The Association has the following types of membership:

5.1.1 Ordinary Members

An ordinary member of the Association is any individual who has been duly admitted according to the Association’s procedures. To become a member, individuals must agree to uphold the Association’s values and principles, including its commitment to promoting human rights and democratic principles.

Ordinary members have the right to vote only if the Association verifies their identity. The Association’s bylaws may further detail their other rights, responsibilities, and membership fee.

5.1.2 Operative Members

Any of the ordinary members who has been at least 9 months as an ordinary member and is endorsed by at least 4 other Operative Members or any ordinary member who can obtain the endorsement of 2 of the Committee Members can request for an Operative Membership.

In addition to ordinary member’s rights, the Operative Members can stand for committee positions and participate in executive boards and sub-committees. Operative memebrs might have other rights that may be further detailed in the Association’s bylaws.

5.1.3 Associate Members

The Associate Members do not need to commit to the Association’s values and principles while submitting their request to become a member.

The Associate Members can not participate in voting. The Associate Members have the right to participate in the Associations polls, workshops, events and campaigns designed for Associate Members. Their rights and responsibilities may be further detailed in the Association’s bylaws.

5.1.4 Honerary Members

Honorary members of the Association are individuals recognised for their exceptional contributions or support of the Association or the community. They are granted membership as an honour rather than through a formal application process.

The honorary members will receive certain benefits, such as invitations to events. They are eligible to vote or contribute to internal polls but cannot hold official positions within the Association.

The Committee shall select (appoint) the honorary members through an internal election based on the majority vote.

5.1.5 Associate Groups

Any organisation or group, whose objectives align with the agenda of the Association and the Associations’ values and principles, may become an associate group, subject to admission according to the rules. Associate Groups will not have the right to vote as a group or organisation. Their members, however, can vote if they are a member of the Association eligible for voting.

5.2 Subscriptions

The Associations’ memberships are defined by bylaws.

5.3 Resignation

A member may resign from membership of the Association by giving written notice to the secretary or public officer of the Association. the Association may use an online form to facilitate resignation. the Association may establish specific rules for the resignation of the Committee Members to mitigate governance risks.

5.4 Register of members

A register of members must be kept and contain:

a) the information recorded on the registration form
b) the date on which each member was admitted to, or resigned from, the Association
c) the date of and reason(s) for termination of membership.

5.5 Expulsion of a member

Subject to giving a member an opportunity to be heard or to make a written submission, the Committee may resolve to expel a member upon a charge of misconduct detrimental to the interests of the Association.
Particulars of the charge shall be communicated to the member at least one month before the Committee meeting at which the matter will be determined.
The determination of the Committee shall be communicated to the member, and in the event of an adverse determination the member shall, (subject to 5.5d below), cease to be a member 14 days after the Committee has communicated its determination to the member
It shall be open to a member to appeal the expulsion to the Association at a general meeting. The intention to appeal shall be communicated to the secretary or public officer of the Association within 14 days after the determination of the Committee has been communicated to the member.
In the event of an appeal under 5.5d above, the appellant’s membership of the Association shall not be terminated unless the determination of the Committee to expel the member is upheld by the members of the Association in a general meeting after the appellant has been heard by the members of the Association, and in such event membership will be terminated at the date of the general meeting at which the determination of the Committee is upheld.

6 The Committee

6.1 Powers and duties

The affairs of the Association shall be managed and controlled by a Committee which, in addition to any powers and authorities conferred by these rules, may exercise all such powers and do all such things as are within the objects of the Association, and are not by the Act or by these rules required to be done by the Association in general meeting.
The Committee has the management and control of the funds and other property of the Association.
The Committee shall have authority to interpret the meaning of these rules and any other matter relating to the affairs of the Association on which these rules are silent.
The Committee shall appoint a public officer as required by the Act.
The Committee Members must align their decisions and contribution with the Association’s values, principles, and bylaws.

6.2 Appointment

The Committee shall be comprised of a chairperson, secretary, treasurer and 4 Committee Members.
A Committee member shall be a natural person.
The first Committee of the Association shall be appointed from the promoters of the Association, or be comprised of such persons as hold office prior to incorporation.
The first Committee shall hold office until the first annual general meeting after incorporation. At this time, all of the members of the Committee, who shall be chosen by ballot, shall retire from the Committee. The committee member’s election must occur once every two years.
A retiring Committee member shall be eligible to stand for re-election without nomination subject to other criteria being met.
No other person shall be eligible to stand for election unless: 1) they are an Operative Member for at least 1 year; 2) 2 of the other Operative Members nominated them at least 28 days before the general meeting, delivering the nomination of that person to the secretary of the Association; 3) There is no unresolved complaint about their misalignment with the Associations’ principles, values and purpose.

The nomination shall be signed by the proposers and by the nominee.

Notice of all persons seeking election to the Committee shall be given to all members of the Association with the notice calling the meeting at which the election is to take place.
The Committee may appoint a person to fill a casual vacancy, and such a Committee Member shall hold office until the next annual general meeting of the Association and shall be eligible for election to the Committee without nomination.
The Committee should stay gender-inclusive and ensure the Association supports gender equality in its governance and composition.
A committee member may serve a maximum of two consecutive terms and must wait an additional two years before seeking reelection to the committee.

6.3 Proceedings of Committee

The Committee shall meet together for the dispatch of business at least monthly.
Questions arising at any meeting of the Committee shall be decided by a majority of votes.
A quorum for a meeting of the Committee shall be one-half of the members of the Committee.
A member of the Committee having a direct or indirect pecuniary interest in a contract or proposed contract with the Association must disclose the nature and extent of that interest to the Committee as required by the Act, and shall not vote with respect to that contract or proposed contract. The member of the Committee must disclose the nature and extent of his or her interest in the contract at the next annual general meeting of the Association.
The Committee has the option to opt for anonymous voting in its internal decision-making process. A majority vote among Committee Members is required to endorse the execution of anonymous voting.

6.4 Disqualification of Committee Members

The office of a Committee member shall become vacant if a Committee member is:

disqualified from being a Committee Member by the Act
expelled as a member under these rules
permanently incapacitated by ill health
absent without apology from more than four meetings in a financial year
no longer the duly appointed representative of a corporate member
Serious misconduct against the Association’s values, principles and purpose

A minimum of 20% of active members may petition for the disbanding of a committee member. The petition must contain solid evidence and justification for the request. The committee is required to examine the petition, re-evaluate the member in question based on the claims presented, and issue an official response within a reasonable timeframe.

7 The seal

The Committee of the Association may decide on having a common seal. If decided,the Association’s corporate name shall appear in legible characters. The seal shall not be used without the express authorisation of the Committee, and every use of the seal shall be recorded in the minute book of the Association. The affixing of the seal shall be witnessed by the chairperson and the secretary.

8 Meetings

8.1 Annual general meetings

The Committee shall call an annual general meeting in accordance with the Act and these rules.
The first annual general meeting shall be held within 18 months after the incorporation of the Association, and thereafter within five months after the end of its financial year.
The order of the business at the meeting shall be:

the confirmation of the minutes of the previous annual general meeting and of any
special general meeting held since that meeting
the election of Committee Members
the appointment of auditors (see rule 11.5)
the consideration of the accounts and reports of the Committee and the auditor’s
report (if auditor’s report is required)
any other business requiring consideration by the Association in a general meeting

8.2 Special general meeting

The Committee may call a special general meeting of the Association at any time.
Upon a requisition in writing of not less than 5% of the total number of members of the Association, the Committee shall, within one month of the receipt of the requisition, convene a special general meeting for the purpose specified in the requisition.
Every requisition for a special general meeting shall be signed by the relevant members and shall state the purpose of the meeting.
If a special general meeting is not convened within one month, as required by 8.2b above, the requisitionists, or at least 50% of their number, may convene a special general meeting. Such a meeting shall be convened in the same manner as nearly as practical as a meeting convened by the Committee, and for this purpose the Committee shall ensure that the requisitionists are supplied free of charge with particulars of the members entitled to receive a notice of meeting. The reasonable expenses of convening and conducting such a meeting shall be borne by the Association.

8.3 Notice of general meetings

Subject to 8.3b, at least 14 days notice of any general meeting shall be given to members. The notice shall set out where and when the meeting will be held, and particulars of the nature and order of the business to be transacted at the meeting.
Notice of a meeting at which a special resolution is to be proposed shall be given at least 21 days prior to the date of the meeting.
A notice may be given by the Association to any member by serving the member with the notice personally, or by sending it by email or post to the address appearing in the register of members. (See rule 5.4).

Where a notice is sent by post:

the service is effected by properly addressing, prepaying and posting a letter or packet containing the notice, and
unless the contrary is proved, service will be taken to have been effected at the time at which the letter or packet would be delivered in the ordinary course of post.

8.4 Proceedings at general meetings

Ten members present personally or by proxy shall constitute a quorum for the transaction of business at any general meeting.
If, within 30 minutes after the time appointed for the meeting a quorum of members is not present, a meeting convened upon the requisition of members shall lapse. In any other case, the meeting shall stand adjourned to the same day in the next week, at the same time and place and if at such adjourned meeting a quorum is not present within 30 minutes of the time appointed for the meeting the members present shall form a quorum.
Subject to 8.4d, the chairperson shall preside as chairperson at a general meeting of the Association.
If the chairperson is not present within five minutes after the time appointed for holding the meeting, or he or she is present but declines to take or retires from the chair, the members may choose a Committee member or one of their own number to be the chairperson of that meeting.

8.5 Voting at general meetings

Subject to these rules, every member of the Association who has the right to vote (refer to 5.1) has only one vote at a meeting of the Association.
Subject to these rules, a question for decision at a general meeting, other than a special resolution, must be determined by a majority of members who vote in person or, where proxies are allowed, by proxy, at that meeting or through an approved digital channel.
Unless a poll is demanded by at least 10% of the Operative Members, a question for decision at a general meeting must be determined by a show of hands or through digital means established by the Association.

8.6 Poll at general meetings

Polls should be in accordance with these rules and the values and principles of the Association and align with the internal rules.
If a poll is demanded by at least 10% of the Operative Members, the Committee assesses the feasibility of executing the poll considering 8.6.a.
A poll must be conducted in a manner specified by the person presiding and the result of the poll is the resolution of the meeting on that question.
A poll demanded the election of a person presiding or on a question of adjournment must be taken immediately, but any other poll may be conducted at any time before the close of the meeting.

8.7 Special and ordinary resolutions

A special resolution as defined in the Act.
An ordinary resolution is a resolution passed by a simple majority at a general meeting.

8.8 Proxies

A member shall be entitled to appoint in writing a natural person who is also a member of the Association to be their proxy and attend and vote at any general meeting of the Association

9 Minutes

Proper minutes of all proceedings of general meetings of the Association and of meetings of the Committee shall be entered within one month after the relevant meeting in minute books kept for the purpose.
The minutes kept pursuant to this rule must be confirmed by the members of the Association or the members of the Committee (as relevant) at a subsequent meeting.
The minutes kept pursuant to this rule shall be signed by the chairperson of the meeting at which the proceedings took place or by the chairperson of the next succeeding meeting at which the minutes are confirmed.
Where minutes are entered and signed, they shall, until the contrary is proved, be evidence that the meeting was convened and duly held, that all proceedings held at the meeting shall be deemed to have been duly held, and that all appointments made at a meeting shall be deemed to be valid.

10 Dispute resolution

The dispute resolution procedure set out in this rule applies to disputes under these Rules between

a member and another member
a member and the Association

The parties to the dispute must meet and discuss the matter in dispute and, if possible, resolve the dispute within 14 days after the dispute comes to the attention of all of the parties.
If the parties are unable to resolve the dispute at the meeting, the parties may choose to meet and discuss the dispute before an independent third person agreed to by the parties.

11 Financial reporting

11.1 Financial year

The first financial year of the Association shall be the period ending on the next 30 June following incorporation, and thereafter a period of 12 months commencing on 1 July and ending on 30 June of each year.

11.2 Accounts to be kept

the Association shall keep and retain such accounting records as are necessary to correctly record and explain the financial transactions and financial position of the Association in accordance with the Act.

11.3 Accounts and reports to be laid before members

The accounts, together with the auditor’s report on the accounts, the Committee’s statement and the Committee’s report, shall be laid before members at the annual general meeting.

11.4 Periodic returns

The periodic (annual) return shall be lodged with the Consumer and Business Services within six months after the end of each financial year. It must be accompanied by a copy of the accounts, the auditor’s report, the Committee’s statement, and the Committee’s report.

11.5 Appointment of auditor

At each annual general meeting, the members shall appoint a person to be auditor of the Association.
The auditor shall hold office until the next annual general meeting and is eligible for reappointment.
If an appointment is not made at an annual general meeting, the Committee shall appoint an auditor for the current financial year.

The income and capital of the Association shall be applied exclusively to the promotion of its objects and no portion shall be paid or distributed directly or indirectly to members or their associates except as bona fide remuneration of a member for services rendered or expenses incurred on behalf of the Association.

12 Prohibition against securing profits for members

13 Rules

These rules may be altered (including an alteration to the Association’s name) by special resolution of the members of the Association. This includes recision or replacement by substitute rules. The committee, with a majority vote, can involve other categories of members in the rule-changing process.
The alteration shall be registered with Consumer and Business Services which administers the Corporate Affairs Commission, as required by the Act.
The registered rules shall bind the Association and every member to the same extent as if they have respectively signed and sealed them, and agreed to be bound by all of the provisions thereof.

14 Winding up

The Association may be wound up in the manner provided for in the Act.

15 Application of surplus assets

If after the winding up of the Association there remains ‘surplus assets’ as defined in the Act, such surplus assets shall be distributed to any organisation which has similar objects and has rules which prohibit the distribution of its assets and income to its members.
Such organisation or organisations shall be identified and determined by a resolution of members in general meeting.

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