Council Meeting

13 September 2015 9.00am Eastern Standard Time

The Vision of the National Rural Health Alliance, as the peak non-government rural and remote health organisation, is good health and wellbeing in rural and remote Australia.

AGENDA

1. Opening and welcome Expected are: Tim Kelly (NRHA Chair, ACRRM), and, in alphabetical order, Phil Anderton (ROG of OAA), Tim Baker (proxy for ACEM), Lesley Barclay (NRHA Deputy Chair, ARHEN), Anne Bousfield (ACM-RRAC), Julianne Bryce (ANMF), Kerry Clifford (proxy for ACHSM), Dorothy Coombe (CWAA), John Dennehy (ESSA-NRRC), Angie Frazer (APA), Jude Gullifer (APS – RRPIG), Felix Ho (NRHSN), Jenny Johnson (proxy for RDAA), Kathy Kirkpatrick (NRHA Secretary, NRF, RACGP), Mark Kirschbaum (proxy for PSA, RSIG), Martin Laverty (RFDS), Ruth McConigley (ACN), Jo McCubbin (APS), Joe McGirr (FRAME), Russell McGowan (proxy for Friends), Trish McKenzie (ICPA), Geri Malone (CRANAplus), Greg Mundy (RHWA), Amanda O’Keefe (SPA- RRMC), Joe O’Malley (RPA), Nicole O’Reilly (NRHA Treasurer, AHPARR), Moya Sandow (HCRRA), Lyndon Seys (AHHA), Gordon Stacey (co-opted), Lynne Strathie (co-opted), Brenda Tait (AGPN), Christine Tully (RIHG of CAA), Gordon Gregory (CEO), Andrew Phillips (Policy Adviser), Dane Morling (Policy Officer), Leanne Coleman (Conference Manager), Catherine Neilson (Governance & Liaison Officer).

Apologies: Helen Conlin (CAA), Sam Crossman (AIDA), Mark Diamond (ACHSM – represented by proxy), Craig Dukes (co-opted), Tanya Lehmann (SARRAH), Jenny May (RDAA - represented by proxy), Matthew Simpson (PA, RRSIG), Simon Sheed (RDN-ADA), Niall Small (ACEM-RRC – represented by proxy), Kylie Stothers (IAHA), Lindy Swain (PSA, RSIG), Robyn Williams (Chair of Friends - represented by proxy).

Currently without a delegate: NACCHO, FS.

2. Conflicts of interest

The Chairperson will remind Councillors of the need to declare any potential conflicts of interest for agenda items as listed, and note that the meeting is not being recorded.

3. Minutes (a minute)

Approve Minutes of the Council meeting of 24 August 2015.

4. Treasurer's overview - 4 minutes

5. Reports from Member Bodies - 10 minutes Note: written reports are in the C'Fest papers online.

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Members of Council may wish to highlight something in their written report or ask questions of others.

6. Matters for reporting and/or discussion - 25 mins

• Flexible Funds, triennial budget, loss of RAMUS and RHCE2: Treasurer (Nicole) (see letters of support on coffee table)

• Health Workforce Scholarships Program - intentions: Chair (Tim) • Proposed Constitutional changes (draft attached) • re RHEF materials: CN • Regional RHCE2 meetings: Geri, Tim • Anti-Poverty Week: we need your ideas! • Final 13th Conference evaluation: AP • our friends in NZ: brief report in papers • Access to pharmacy - proposed research - update: Lesley B • CEO Recruitment – update: Tim • Membership: AGPN, Frontier Services, NATSIHWA, AMSA: gg • Caring for Country Kids: LC • The Little Book of Numbers: AP • 5th Rural and Remote Health Scientific Symposium (RRHSS) - 2016: for agenda • A World of Rural Health: LC • Council and updating of Fact Sheets: DM • MMM seminars: Gun for Hire: The Gun (endrow fillups)

7. Reports from NRHA representatives on committees - 15 mins

see separate page below

8. Any Other Business 9. Next Meetings:

Board: 15 September 3.30pm Council: 26 October 2015

Close:

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Alliance representation to external agencies 2015 - 2016 for C'Fest 2015

Agency Current rep(s) Further action required ACRRM's National Telehealth Advisory Committee

Tim Kelly Check status. Seek volunteer.

Aust. Healthcare & Hospitals Assoc. Council, Assoc. Member rep.

Greg Mundy Check status with Greg. Call for volunteer from Council.

AJRH Journal Advisory Committee Gordon Gregory, Jo McCubbin

Transition for Chair. Call for volunteer from Council.

ACSQHC’s Clinical Care Standards Advisory Committee

Lynne Strathie Moya Sandow

Check status with Lynne and Moya.

Australian Health Care Reform Alliance Gordon Gregory Transition. Australian Longitudinal Study on Male Health

Dr Gary Misan Secretariat to check status of this agency/group.

Council representation on friends Advisory Committee

Lynne Strathie Greg Mundy

Call for volunteers from Council.

National Medical Training Advisory Network (NMTAN)

Tim Kelly Check status with Tim. Call for Council volunteer.

National Aged Care Alliance (NACA) Gordon Gregory and Dane Morling.

Call for Council volunteer.

Aged Care Gateway Advisory Group Pauline Wardle Check status. Volunteer? Aust. Society of Ophthalmologists (ASO)/DoH Indigenous and Remote Eye Health Service outreach program.

Phil Anderton Check status. Call for volunteer.

National Rural Law and Justice Alliance Board

Jo McCubbin Call for volunteer.

National Rural Women’s Coalition Kathy Kirkpatrick. (Irene Mills - proxy.)

Recently confirmed. All good.

Rural Health St. C'tee of Aust. Health Mins’ Advisory Council (AHMAC)

Chair and Executive Director

Check status. Whenever possible, reps. Chair + CEO.

Dental Relocation and Infrastructure Support Scheme (DRISS)

Hugh Burke (RFDS) Check status. Confirm Hugh or seek volunteer?

Small Rural Hospitals Wk. Group Independent Hospital Pricing Auth.

Lyndon Seys Check status. Seek volunteer.

Stakeholder Advisory C'tee to Interim Ind. Hospital Pricing Authority

Lyndon Seys Check status. Seek volunteer.

PGA Advisory Panel for Rural Pharmacy Workforce project

Joe O’Malley Check status. Seek volunteer.

Thriving in Transition Reference Group Flinders University

Jenny May Secretariat to check status.

ABN: 68 480 848 412

National Rural Health Conference PO Box 280 Deakin West ACT 2600 Australian Journal of Rural Health Phone: (02) 6285 4660 Fax: (02) 6285 670

Web: www.ruralhealth.org.au Email: nrha@ruralhealth.org.au

Council Meeting

Monday 24 August 2015 8.00pm Eastern Standard Time

The Vision of the National Rural Health Alliance, as the peak non-government rural and remote health organisation, is good health and wellbeing in rural and remote Australia.

DRAFT MINUTES

1. Opening and welcome In attendance were: Tim Kelly (NRHA Chair, ACRRM) and, in alphabetical order, Phil Anderton (ROG of OA), Lesley Barclay (NRHA Deputy Chair, ARHEN), Anne Bousfield (ACM-RRAC), Julianne Bryce (ANMF), John Dennehy (ESSA-NRRC), Mark Diamond (ACHSM), Angela Frazer (APA), Lauren Gale (proxy for RFDS), Judith Gullifer (APS – RRPIG), Kathy Kirkpatrick (NRHA Secretary, NRF, RACGP), Tanya Lehmann (SARRAH), Jo McCubbin (APS), Trish McKenzie (ICPA), Geri Malone (CRANAplus), Greg Mundy (RHWA), Amanda O’Keefe (SPA- RRMC), Joe O’Malley (RPA), Nicole O’Reilly (NRHA Treasurer, AHPARR), Moya Sandow (HCRRA), Lyndon Seys (AHHA), Gordon Stacey (co-opted), Lynne Strathie (co-opted), Judi Walker (FRAME), Robyn Williams (Chair of Friends); and Catherine Neilson (GLO). Apologies: Helen Conlin (CAA), Sam Crossman (AIDA), Martin Laverty (RFDS – represented by proxy), Jenny May (RDAA), Noela MacLeod (CWAA), Lindy Swain (PSA, RSIG), Brenda Tait (AGPN), Christine Tully (RIHG of CAA) and Gordon Gregory (CEO). Others not present: Craig Dukes (co-opted individual), Felix Ho (NRHSN), Ruth McConigley (ACN), Matthew Simpson (PA, RRSIG), Simon Sheed (RDN), Niall Small (ACEM-RRC) and Kylie Stothers (IAHA). Currently without a delegate: NACCHO, FS

1. Conflicts of interest

The Chairperson opened the meeting at 8.07pm, reminded Councillors of the need to declare any potential conflicts of interest for agenda items as listed (none noted), and advised that the meeting was being recorded for minute-taking purposes. Tim

welcomed Robyn Williams, who was attending her first teleconference as the newly-elected Chair of Friends. Robyn said she already knew quite a few Councillors, as she’s been working in the Northern Territory for more than 35 years, as a rural and remote area nurse and teacher. Currently working at Charles Darwin University, teaching rural and remote health – which has formed the basis of her professional life, and she was very passionate about. Robyn advised she was very pleased to be on Council, but unfortunately wouldn’t be able to attend CouncilFest due to a prior engagement – was currently looking for a proxy.

2. Minutes Chair noted that the Council meeting scheduled for 22 June did not proceed.

Approval of Minutes of the Council meeting of Wednesday 27 May 2015 was

moved Phil Anderton seconded Lynne Strathie

and carried 3. Consolidated Report

Chair tabled report and invited comments, advising that matters within would come up again under later Agenda items. Asked Catherine whether any staffing changes needed to be noted – Catherine advised Anne-marie Boxall had recently departed to take up a dream job with the Dept. of Health, and Fiona Brooke had been appointed as Policy Adviser. Fiona has worked for many years in the Health Department, including managing a number of grants and programs in the rural health section.

4. Reports from Member Bodies around the table on their activities since previous

Council meeting. Phil A. reported that the main thing concerning Optometry Australia was still the freeze on Medicare rebates, which was having a severe effect in rural areas, esp. those with low socio-economic status. Other event of note was the recent death of Brien Holden - a great crusader for improved vision and eye health in disadvantaged communities, including in rural and remote Australia. A very sad loss. Lesley B. noted AHREN’s main concern was still waiting for contracts to come out from the Commonwealth govt. Some staff running out at end of Dec. 2015 – worry re maintaining the stability of the organisations within ARHEN (ie the UDRHs) and capacity to maintain previous levels of functionality in the face of funding uncertainty. Anne B. reported ACM still working on district practice scheme, ongoing project aiming to put a framework around professional practice standards, hoping to roll out an insurance product for midwives in private practice in Queensland & eventually possibly a national product; continuing to work with CATSINaM and CRANAplus to develop a 'Birthing on Country' position statement; also working on a Reconciliation Action Plan (RAP), plus position statement on asylum seekers & developing online courses for midwives across Australia. Julianne reported participation in recent Primary Health Care Advisory Group (PHCAG) consultation forums which Geri also attended. Had also participated in national webcast. Some great comments rec’d from Rod Wellington re the need to be concentrating on rural and remote health workforce issues in the review. ANMF concerned review is more about primary care than primary health care – currently preparing submission, due early Sept. Advised of recent media release about Australian Hearing Services, which govt is looking to privatise – noting this week is

National Hearing Awareness week. New RAP up on website, including beautiful photos sent through from CATSINaM; DoH has released a consultation paper on the proposed new Health Workforce Scholarship Programme (HWSP), invited ANMF to consultation forums to discuss. Will be attending forums in both Canberra and Melbourne. Attending a Nursing and Midwifery Board of Australia forum for midwives tomorrow in Melbourne. John D. – continuing to work on scope of practice review, and accreditation for exercise scientists. Also involved in meetings about submission for chronic disease, as well as current Medicare item review re diabetes prevention. Mark D. – recently established future health leaders position on College Council – Daniel Mahoney appointed to that, Mark looking forward to speaking with him re rural agenda. Going thru process with board developing new strategic plan – came in on balanced budget this last financial year – “a great result for us” - also looking at Constitution yet again “amazing how much a financial problem encourages you to focus on the navel!” Angie Frazer - continuing activity in getting rural generalist course up and running (apologies, remainder of report hard to hear due technical challenge...) Lauren G. – RFDS still working with Commonwealth on finalising various contracts. Will shortly be launching first research paper, focused on oral health – prepared by Lara Bishop, recent appointee. New RFDS website also due to be launched soon – “Better, cleaner, fresher”. Judith G – APS coming up to 50th conference – regional and remote group will be convening a forum focusing on networking in professional practice in regional and remote areas. Judith notes recently released APS guidelines for practice of psychology – “gobsmacked at how little understanding there is about working in rural and remote settings - a lot of our focus going into that at the moment”. Kathy K. – RACGP conference coming up at end of September. NRF contributed to many of the reviews/inquiries mentioned earlier – some new documents on website - one in particular that may be of interest about screening prostatic cancer in men, and guidelines re prescription of benzodiazepine in general practice. Tanya – SARRAH recently produced Annual report and held AGM – (apologies, rem. hard to hear due technical challenge). Jo McCubbin – PSA working on organising a more kid-friendly conference in a more accessible location – aiming at getting next generation of paediatricians into rural areas. Trish – ICPA national conference held recently in Brisbane – main issue internet connectivity in the bush; new federal president Wendy Hick from Camooweal in Qld; some really good speakers including Rob Cooke. Geri M – CRANAplus recently reviewed RAP; engaged in PHCAG consultation, and HWSP – invited to consultation forum/prepare a submission. Greg M. – RHWA also still waiting to see 2015-2016 contracts from Govt.; preparing a new strategic plan for triennium – have received support from networks re that; some conversations with Dept. re new approaches to workforce issues; also launching a renovated website, also invited to consultations on Health Workforce Scholarships Programme. Amanda – “Happy Speech Pathology Week everyone!” National office has relocated within Melbourne – new national President Gaenor Dickson; also working on submission for Senate Inquiry - Current levels of access and attainment for students with disability in the school system, and the impact on students and families associated with inadequate levels of support.

Joe O’Malley – new (6th) Pharmacy Agreement signed on 1st July, goes to 2020. A few issues yet to be dealt with - some implications re co-payment arrangements, National Diabetes Services Scheme; supply from wholesalers etc. that will lead to issues outside cities; also noted that from 1st Jan 2016 paracetamol will be available without a prescription. Nicole O’Reilly – apologised that she was in Alice Springs and had forgotten to pack her notes – will provide update at CouncilFest. Moya – had been in Canberra all week for Board and other meetings, including PHCAG consultation with Steve Hambleton & a forum on MBS Review Taskforce at which Sussan Ley spoke. Met with Susan Dunbar ACSQIHC - urged members to check their website (refer Lynne Strathie’s report below). Lyndon – AHHA recently approved a new constitution; preparing for Think Tank on Sustainable Funding of Public Hospitals – Brisbane 15-16th Sept. Andrew McAuliffe has left organisation, Lisa McCauley now in that role. Gordon S. - nothing to report. Lynne – reported carers around Australia feeling anxious re rollout of NDIS – don’t have a sense of security, despite all the education and consultation forums etc. , the word from carers is “what on earth is happening?”. At a recent meeting, examined trial sites – approx.16,000 care plans drawn up at trial sites, but no sense of anything happening. Carers Australia calling for protocols to be put in place re change management. Attended ACSQIHC meeting in Sydney last week, got thru heaps of work – incl. on delirium & dementia – one thing that came up for discussion is on establishing national priorities for clinical practice guidelines. Urged members to check out safety and quality website – pathways for patients with cognitive impairment, delirium and cognitive dementia. Huge need for carer support in dealing with these conditions. Judi W. – rural clinical schools still worried re funding and budgeting for coming years. Rural Clinical Training and Support faculty will be running a course on Developing and Growing Leaders in Rural Healthcare Education in November at Hervey Bay – already heavily subscribed. Joe McGirr will be new FRAME representative on Council. Tim thanked Judi for her contributions in this current iteration as a Councillor – “I’m sure this won’t be the last we see of each other”. Robyn W. reported that new Friends Advisory Committee had first meeting last Thursday – mostly introducing new committee members - noted good strong representation from rural and remote areas. Unfortunately she will be unable to attend CouncilFest due to prior commitment – currently looking for a proxy delegate. Tim – reported ACRRM conference coming up in Adelaide in October; growth in the Telehealth Provider Directory, plus upcoming launch of new website.

5. Other knowledge matters for noting or discussion

Chair drew members attention to following: • Media releases – Priority recommendations show the way forward for rural and

remote health; National Obesity Prevention Network first victim in cuts to Health Flexible Funds; Indigenous health leaders celebrated during NAIDOC Week; One death a week on our farms is still one too many: Country kids’ health is set to take centre stage in Alice Springs.

• Partyline #53 published.

6. Advocacy matters for discussion

• Preparations for CouncilFest 2015 – agreed priority areas, with revised process for 'script' . The Chair reminded Councillors of recent email from Paulina re need to submit member body reports, bios etc., as well as organise bookings and look for emails soon re policy priorities. Reminded members of revised process for defining policy positions over the weekend.

• Policy Proposals endorsed by NRHA – Based on the priority recommendations from 13th NRHC - Chair reminded members to look at post-Darwin agreed 11 proposals.

• NDIA – 'Critical Friend' work and Denis Ginnivan consultancy. – Catherine advised that Dennis Ginnivan was currently sitting in NDIA office in Melbourne providing expert advice re the framework for rollout of the NDIS in rural and remote areas, on behalf of the Alliance.

• Work on mental health; Greens' Release; advocacy at C'Fest (top issue) and beyond – Catherine noted that mental health was emerging as a top priority across a number of areas. Judith G. – “yaaay!”

• AIHW reports/review – (attached) Lesley asked that the minutes note a special vote of thanks to Andrew – “he has done a fabulous job on those, please tell him that”. Phil – “agree, it’s an excellent resource” . Tim and Greg – agree. Catherine reported that staff had attended another productive meeting with the AIHW last week, and the relationship between the two organisations is emerging as a strong and mutually beneficial one. She noted and thanked Kathy K for her positive feedback this morning on the Andrew’s summary of the reports.

7. Matters for noting Chair drew attention to the following:

• Submission made to Inquiry: Examination of Children Affected by Family and Domestic Violence

• Submission made to House of Representatives Standing Committee on Health – Inquiry into Chronic Disease Prevention and Management in Primary Health Care

• Appearance before Rural & Regional Affairs and Transport References Committee Inquiry into Aspects of Road Safety in Australia – Catherine noted that Fiona Brooke had appeared before the Senate Committee, together with Andrew Phillips.

• Follow-up submission made to that Inquiry – Catherine noted that Council were sent supplementary material submitted following our appearance before the Committee – recommended reading.

• Proceedings of 13th NRHC now online • Cardiovascular Disease in Rural Australia Fact sheet - published • Australian Journal of Rural Health factsheet - revised and re-published • InfoGraphic on transport accidents - published • Ronald McDonald House factsheet (in train - many wagons) • Illicit Drug Use factsheet (revision in train)

8. Reports from NRHA representatives on committees Lesley advised re pharmacy issue – 2 pharmacists put in a proposal for improving remote pharmacy systems – “Lindy and I have been helping to work up – Gordon going to search for funding opportunities …..just to fill you all in , it’s starting to come together well”. Lyndon – following up previous comments re AIHW and small hospitals funding – meeting today, Tony Sherbon has moved on to Ernst and Young, and acting authority is slowly being absorbed into Dept. of Health. Re national commissioned models of funding – it’ll be

interesting to see what happens - no news re what’s happening beyond 2016-2017 - govt. wants things to change. 9. Other matters for discussion and noting

• Bid for Triennial funding – Health Peak & Advisory Bodies Programme (<26 Aug.) The Chair noted that the Government had recently released this programme, the purposes of which suit the Alliance objectives well. Catherine advised that an application for triennial funding from July 2016 – June 2019 was submitted late today, and we expect to find out by end of October whether successful – so should have some certainty by then re ongoing position.

• Constitutional Review (Final draft attached) The Chair reminded members of reasons behind this initiative as outlined in explanatory memo. Noted that amendments to be put to AGM involve changes around defining the role of the Council and Board more clearly, and trying to determine appropriate term of service for Board members. Tim encouraged members to approach any member of the Board with questions and comments. Phil asked whether members were free to distribute the final draft to their member body organisation CEO and Board? Tim – “absolutely”.

• RHCE2 Regional Roundtables seminar series. Tim noted that the CEO and staff were in Cairns this week delivering this series. Catherine said that the CEO had asked her to report “Wendy (Downs) is a star!” She noted the 3 successful seminars held in WA a week ago, and the different perspectives gained from the feedback in different geographic areas.

• MMM: Modified Monash Model – Catherine advised that Andrew was getting geared up and psyched up to lead a seminar for anyone interested (at a date in the future to be agreed) on the beauties and quirks of MMM..

• 2016: Conference on child health in rural/remote areas in collaboration with Children's Healthcare Australasia (Caring for Country Kids). Chair noted planning was proceeding well for this, website up and running, recent call for abstracts etc.

• 2016 RRHSS - Catherine advised planning in train. • 2017: collaboration with ACRRM and WONCA on A World of Rural Health

The Chair noted planning progressing, and advised that the proposed event structure currently being worked on was around two separate conferences with an overlapping day between. Catherine added that the structure was the subject of current discussions and that communication seemed to have been slow.

• To remind: ad hoc working group to examine members' efforts to improve health of Aboriginal and Torres Strait Islander people (seeking chair/leader). Catherine advised of intention to progress this matter during CouncilFest – looking to Indigenous member bodies for leadership, as per our protocols.

• To remind: Proposal to establish ad hoc working group of Council on: Public funding of small remote communities: rights, duties, practicalities and costs. Catherine advised this matter would also be on the CouncilFest agenda to progress.

12. Any Other Business The Chair provided an update on CEO succession & recruitment strategy. Board have

agreed on a process for recruitment, and appointed a subcommittee. The subcommittee will be assisted by a pro-bono consultant to help identify potential candidates. Chair asked members to think about potential within their own networks, and to get in touch with the Board if they wished to discuss. Advised CouncilFest will be another opportunity to discuss.

13. Next Meetings:

Board: 13th September 8.00am– ftf at CouncilFest Council: 13th September 9.00am – ftf at CouncilFest Close: Chair thanked members for their contributions and closed the meeting at 9.10 pm.

………………………………….

Tim Kelly (Chairperson)

Explanatory Memorandum – Proposed Amendments to NRHA Constitution During the past 12 months, the Board have been engaged in a process of review of the NRHA Constitution and other governance documents, with the specific purpose of providing greater clarity around the separate and distinct roles of Council and Board within the Alliance. During this process, a number of areas were identified in the current Constitution where changes of wording were recommended to provide greater consistency and clarity on this issue. A draft copy of proposed changes was circulated to Councillors in February 2015, inviting their input and comments. Following consultation with Council, a draft of the proposed changes incorporating feedback received was reviewed by our legal advisors to ensure compliance with current legislative requirements and best practice governance procedures. The main clarifications proposed relate to resolving ambiguities and inconsistencies in the Constitution around:

• the separate and distinct roles of the Council and Board, • the change of nomenclature of the Executive Director to CEO, and • the terms of appointment of Board members (now proposed to be 2-year terms, with

biennial elections). Please refer to the tracked changes and comments in the attached draft document for explanation of proposed amendments. The intention of the Board is that, following final discussion & approval by Council of the proposed amendments at the upcoming Council meeting of 24 August 2015, a draft of the Constitution incorporating those amendments will be presented for adoption by formal vote at the AGM on 15 September 2015. Formal notice of the AGM and its agenda will be provided, as required. Regular monitoring and review of the Constitution and other governance documents will continue as part of normal operations of the Alliance, to ensure ongoing currency and relevance.

National Rural Health Alliance Inc.

CONSTITUTION (DATE?)

CONTENTS

PART I: PRELIMINARY ................................................................................................... 3 Name ........................................................................................................................................ 3 1. Interpretation .................................................................................................................. 3

PART II: PREAMBLE, VISION, OBJECTS, CORE VALUES AND CODE OF CONDUCT ......................................................................................................... 4

2. Preamble ......................................................................................................................... 4 3. NRHA Vision ................................................................................................................. 5 4. NRHA Objects ............................................................................................................... 5 5. NRHA Core Values ........................................................................................................ 6 6. Code of Conduct ............................................................................................................. 6

PART III: MEMBERSHIP ................................................................................................ 7 7. Membership of the Alliance ........................................................................................... 7 8. Cessation of Membership and Re-accreditation of Members ........................................ 8 9. Membership Entitlements Not Transferable .................................................................. 9 10. Resignation of Membership ........................................................................................... 9 11. Register of Members ...................................................................................................... 9 12. Membership Fees and Expenses ..................................................................................... 9 13. Members’ Liabilities .................................................................................................... 10 14. Disciplining of Members .............................................................................................. 10 14A Right of Appeal of Disciplined Member ...................................................................... 11 15. Internal disputes ........................................................................................................... 11

PART IV: STRUCTURE ................................................................................................. 11 16. Composition of Alliance............................................................................................... 11

PART V: COUNCIL OF THE NATIONAL RURAL HEALTH ALLIANCE........... 12 17. Council of the National Rural Health Alliance – representation by members of the

Alliance ........................................................................................................................ 12 18. Council of the National Rural Health Alliance – co-option of additional members .... 12 19. Appointment of Proxies ................................................................................................ 13

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20. Annual General Meeting .............................................................................................. 13 21. Meetings of the Council ............................................................................................... 13 22. Notice ........................................................................................................................... 14 23. Procedures .................................................................................................................... 15 24. Presiding Member ........................................................................................................ 15 25. Adjournment ................................................................................................................. 15 26. Voting and Decisions at Meetings of the Council ........................................................ 15 27. Appointment of Proxies ................................................................................................ 16

PART VI: THE BOARD .................................................................................................. 16 28. Board ............................................................................................................................ 16 29. Election of Board members .......................................................................................... 17 30. Appointment of Moderators ......................................................................................... 17 31. Powers of Board ........................................................................................................... 18 32. Vacation of office ......................................................................................................... 18 33. Removal of a Board member ........................................................................................ 19 34. Casual vacancies ........................................................................................................... 19 35. Meetings of Board ........................................................................................................ 19 36. Disclosure of interests of Board members .................................................................... 20 37. Secretary ....................................................................................................................... 21 38. Treasurer ....................................................................................................................... 21

PART VII: FRIENDS OF THE ALLIANCE ................................................................. 22 39. Friends of the Alliance ................................................................................................. 22

PART VIII: MISCELLANEOUS .................................................................................... 23 40. Financial Year .............................................................................................................. 23 41. Insurance ...................................................................................................................... 23 42. Funds - Source .............................................................................................................. 23 43. Funds - Management .................................................................................................... 23 43A Not for profit status ...................................................................................................... 23 43B Establishment and operation of a Gift Account............................................................ 23 44. Alteration of Objects and Rules of the Alliance ........................................................... 24 45. Custody of Books, etc .................................................................................................. 24 46. Inspection of Books, etc ............................................................................................... 25 47. Service of Notices ........................................................................................................ 25 48. Surplus Property ........................................................................................................... 25 49. Payment etc of Office Bearers and Members ............................................................... 25 50. Custody and Use of the Common Seal ......................................................................... 25

PART VIII: POWERS OF ASSOCIATION .................................................................. 26 51. Powers of Association .................................................................................................. 26

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National Rural Health Alliance Inc.

Constitution PART I: PRELIMINARY

Name The name of the Association shall be the National Rural Health Alliance Inc.

1. Interpretation (1) In these Rules, except in so far as the context or subject-matter otherwise

indicates or requires:

‘Alliance’ means the association established in accordance with these Rules and incorporated under the Act; ‘Council’ means the Council of the National Rural Health Alliance, established in Rule 16; ‘Board’ means the Board of the Alliance as established in Rule 16; ‘Board member’ means a member of the Board of Management, elected by Council, to govern the affairs of the Alliance; ‘member’ means an organisation that is a member of the National Rural Health Alliance under Rule 7; ‘officer’ means an officer of the Board: Chairperson, Deputy Chairperson, Treasurer and Secretary;

‘Secretary’ means - (a) the person holding office under these Rules as Secretary of the Alliance; or (b) where no such person holds that office - the Public Officer of the Alliance;

‘the Act’ means the Associations Incorporation Act, 2009 (NSW); ‘the Regulation’ means the Associations Incorporation Regulation 2010 (NSW)

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‘special resolution’ means a resolution passed in accordance with Rule 44, and

the purpose of which is to change the objects or Rules of the Alliance; ‘rural’ means all areas of Australia but does not include the area of the capital

city of a State or Territory, or the areas of Townsville, the Gold Coast, Newcastle, Gosford-Wyong, Wollongong or Geelong.

(2) In these Rules (a) a reference to a function includes a reference to a power, authority and

duty; and (b) a reference to the exercise of a function includes, where the function is a

duty, a reference to performance of a duty.

(3) The provisions of the Interpretation Act 1987 (NSW), apply to and in respect of these Rules in the same manner as those provisions would so apply if these Rules were an instrument made under the Act.

PART II: PREAMBLE, VISION, OBJECTS, CORE VALUES AND CODE OF CONDUCT

2. Preamble The National Rural Health Alliance (NRHA) is a collective of national organisations which represent the consumers and providers of health services in rural and remote Australia. The NRHA is comprised of such organisations as from time to time are admitted as Member Bodies. For the purposes of its existence and work, the NRHA defines 'health' as much more than the absence of disease.

Health is a process engaging social, mental, spiritual and physical wellbeing. It is a fundamental resource to the individual, community and to society as a whole and is a basic human right. It must be supported through sound investments into living conditions and networks of care that create, maintain and protect health regardless of geographic location (after Kickbusch, 19891). This reflects the definition of health from the National Aboriginal Health Strategy: “Health to Aboriginal peoples is a matter of determining all aspects of their life, including control over their physical environment, of dignity, of community self-esteem and of justice. It is not merely a matter of the provision of doctors, hospital medicines or the absence of disease and incapacity” (NAHS, 19892). Using this definition, health is not just the physical wellbeing of the individual, but the social, emotional and cultural wellbeing of the whole community, taking a whole of life view that includes the cyclical concept of life-death-life. The NRHA advocates the provision of primary health care services for all Australians. The NRHA uses a definition of primary health care that has international acceptance. For its purposes, primary health care is “essential health care based on practical,

1 Kickbusch, I. (1989) A Sustainable Healthy Future: Towards an Ecology of Health. Workshop Proceedings, La Trobe University and the Commission for the Future. Melbourne. 2 National Aboriginal Health Strategy, Canberra, 1989.

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scientifically sound and socially acceptable methods and technology, made universally accessible to individuals and families in the community through their full participation, and at a cost that the community and country can afford to maintain at every stage of their development, in the true spirit of self reliance and self determination.” (Alma Ata Declaration of Primary Health Care, World Health Organisation, 19883) This approach to primary health care recognises a continuum of care from primary care (provided at the first point of contact) to community-based programs that build the capacity of communities to provide environments that enhance health and wellbeing. The Alliance is committed to the concept of general practice as a central and co-ordinating focus for the provision of primary health care services, working in collaboration with other health professionals. The NRHA’s work recognises the importance and value of people in rural and remote areas being able to realise their full potential in their environment. The Alliance’s work is based on principles of social justice, equity and improved access to the range of goods, services and entitlements that impact on health status.

3. NRHA Vision The Vision of the National Rural Health Alliance, as the peak non-government rural and remote health organisation, is good health and wellbeing in rural and remote Australia.

4. NRHA Objects The Alliance will work with its Member Bodies:

• to identify priority needs in rural and remote health and to promote appropriate

action; • to research key issues in rural and remote health and develop knowledge about

them;

• to disseminate relevant information and knowledge to those with an interest in rural and remote health;

• to provide feedback to governments on the health impact of their policies and

services in rural, regional and remote communities; • to encourage stronger organisations and population groups to recognise and support

those which are vulnerable; • to develop strategic alliances with other groups that have the potential to improve

rural and remote health outcomes; and

• to undertake resourced project and contract work that supports the vision of the Alliance.

3 World Health Organisation (1988). From Alma-Ata to the year 2000: Reflections at the Midpoint. WHO Geneva.

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5. NRHA Core Values • The Alliance represents the views of its Member Bodies and values their diversity.

In its work it emphasises the common ground between all Member Bodies and it has regard to the primary purpose of its existence, which is to improve the health status of people who live in rural and remote Australia.

• People living in rural and remote communities should be able to participate fully in

decisions affecting their health and wellbeing.

• All Australians should have equitable access to appropriate health services, regardless of their geographical location or ability to pay.

• Funding models for rural and remote health services should support a primary

health care approach, and should ensure equity of access to medical and other health services.

• The Alliance recognises that solutions to rural and remote issues may differ from

time to time and place to place.

• The Alliance believes that health status and access to health services are human rights issues.

• The Alliance takes a broad view of the determinants of health.

• The Alliance’s role includes “enabling, mediating, and advocating” (World Health

Organisation, 19864) for, with and on behalf of its Member Bodies.

• The Alliance recognises that the health of all depends on strong partnerships among individuals, groups, organisations and governments in metropolitan, rural and remote Australia.

• If Member Bodies have differing opinions on policy issues they will be dealt with on a case-by-case basis in an open and constructive fashion within the Alliance.

• All representations made on behalf of the Alliance, whether by Council, staff or duly appointed representatives, will reflect consensus, where it exists. Whenever necessary, Alliance representatives will make it clear that Member Bodies have differing opinions. The Alliance respects the right of Member Bodies to hold independent views. When there are specific inquiries about differing opinions, they will be referred to Member Bodies.

6. Code of Conduct • The Alliance will act with integrity, honesty and transparency.

4 The Alliance’s approach to its work will reflect the recommended strategies in the World Health Organisation (1986) Ottawa Charter for Health Promotion. For example: the Alliance will advocate for health related policies that promote environments supportive to the health of all Australians; it will work to develop opportunities that enable communities and individuals to achieve their health potential; and, it will mediate between the different interests of its member bodies, governments, groups and individuals in the pursuit of its vision and mission.

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• The Alliance will encourage mutual respect among its Member Bodies involved in its activities.

• The Alliance will work collaboratively and encourage collaboration by stakeholders

in rural and remote health. • The Alliance will assume a leadership role with respect to rural and remote health

issues.

PART III: MEMBERSHIP

7. Membership of the Alliance (1) The Foundation Members of the Alliance are those that were Members at the

first formal AGM, held on 14 February 1993. They are (in alphabetical order) AARN, ACHSE, ANF, ARRAHT (‘ACAHP’), ATSIC (‘consumers’), CRANA, CWAA, HCRRA (‘consumers’), NACCHO (‘Aboriginal Health Workers’), RDAA, RFDS and the RACGP. These Foundation Members shall be subject to the same regulations pertaining to cessation and re-accreditation as all others, detailed in Rule 8.

(2) An organisation that fulfils one or more of the following criteria may apply to

be admitted to membership of the Alliance:

(a) the organisation is an autonomous national rural and/or remote health body;

(b) the organisation is a rural and/or remote sub-group of a national health

body; (c) the organisation is a national rural and/or remote body, not concerned

primarily with health, but with a demonstrated current interest in rural and/or remote health.

(3) An organisation that is principally concerned with the study or treatment of a

single disease shall be eligible to be admitted to membership of the Alliance if, in the opinion of the Council Board, there are special circumstances that warrant it[CN1].

(4) New membership of the Alliance is at the absolute discretion of Council the Board of the Alliance[CN2], guided by the recommendation of the Council.

(5) Member Bodies agree to conduct themselves in accordance with the Alliance’s Vision, Objects, Core Values, and Code of Conduct.

(6) An organisation that is eligible to be admitted to membership of the Alliance may lodge with the Secretary or a member of the paid staff of the Alliance a written application, in the form as agreed from time to time by Council the Board of the Alliance.

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(7) Each written application will be circulated to all Councillors before the Council meeting at which it is to be considered. Council will be guided by the criteria for membership and Rules 7(9)(a) to 7(9)(f) below.

(8) Subject to Rule 7(9), an application for membership of the Alliance shall be put to a ballot and and a recommendation made decided by a majority of the members of the Council, with the ballot open to members unable to be represented in person at the meeting[CN3].

(9) In deciding whether to recommend to the Board admit admission of an organisation to membership of the Alliance, the Council shall consider the following matters[CN4]: (a) whether the organisation is eligible to be admitted to membership of the

Alliance under Rules 7(2) and 7(3); (b) the importance of ensuring, so far as practicable, that the greater number

of the members of the Alliance will, at any time, fall within Rules 7(2)(a) and 7(2)(b);

(c) whether, in the case of an organisation qualifying for membership under

Rule 7(2)(b), the sub-group through its activities represents the interests of the rural and remote members of the organisation;

(d) the potential benefit that would accrue to rural health through

membership in the Alliance of the applicant organisation, including through its ability to contribute to the work of the Alliance and the Alliance’s ability to enhance the applicant organisation’s own capacity for working to improve rural health;

(e) the size, history, culture and activities of the organisation; and (f) whether the organisation would be willing to meet some or all of the

expenses it would incur in arranging for a representative to attend meetings of the Council, the Annual General Meeting, and other functions organised by the Alliance.

8. Cessation of Membership and Re-accreditation of Members (1) An organisation ceases to be a member of the Alliance if the organisation: (a) resigns from membership under Rule 10; (b) is expelled from membership under Rule 14; (c) has been unfinancial for a period of six (6) months; [CN5]

(d) is wound up; or (e) has not been re-accredited under Rule 8(2).

(2) Member Bodies shall be re-accredited at least every three years, using a process

based on their self-evaluation using a prescribed form agreed from time to time by the CouncilBoard, with the initial due date being 31 December 2001. Each Member Body will be asked to determine whether it continues to meet the criteria for membership set in the Constitution and the responsibilities to be fulfilled through its delegate to Council. Member Bodies who do not submit a re-

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accreditation form by the due date will be asked to show cause why their membership should not be discontinued.

(3) Where an organisation ceases to be a member, the Secretary or the Alliance’s paid

staff shall make an appropriate entry in the Register of Members recording the date on which the member ceased to be a member.

9. Membership Entitlements and Obligations Not Transferable A right, privilege or obligation which an organisation has by reason of being a member of

the Alliance: (a) is not capable of being transferred or transmitted to another organisation; and (b) terminates upon cessation of the organisation's membership, except as outlined in

Rule 10(2[CN6]).

10. Resignation of Membership (1) A member may resign from membership of the Alliance by written notice to the

Secretary. (2) Resignation of a member does not prejudice the right of the Alliance to recover from

the member that resigned any debt owed by the member to the Alliance, or any other property of the Alliance held by the member, at the date of resignation.

11. Register of Members (1) The Secretary of the Alliance or the Alliance’s paid staff shall establish and

maintain a Register of Members of the Alliance specifying the name and address of each organisation being a member of the Alliance, together with the date on which that party became a member.

(2) The Register of Members shall be kept at the principal place of administration of the

Alliance and shall be open for inspection, free of charge, by any member of the Alliance at any reasonable hour.

(3) If a member requests that any information contained on the register about the

member (other than the member’s name) not be available for inspection, that information must not be made available for inspection.

(4) A member must not use information about a person obtained from the register to

contact or send material to the person, other than for: (a) the purposes of sending the person a newsletter, a notice in respect of a

meeting or other event relating to the association or other material relating to the association, or

(b) any other purpose necessary to comply with a requirement of the Act or the Regulation.

12. Membership Fees and Expenses (1) The membership fee that is payable by a member for a financial year is the amount

as is fixed by an Annual General Meeting. (2) Unless the Council Board[CN7] decides otherwise, a member shall be required to

meet all expenses incurred by the member in arranging for a representative of the

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member to attend meetings of the Council, the Annual General Meeting, and other functions organised by the Alliance.

13. Members’ Liabilities The liability of a member of the Alliance to contribute towards the payment of the debts

and liabilities of the Alliance or the cost, charges and expenses of the winding up of the Alliance is limited to the amount, if any, unpaid by the member in respect to membership of the Alliance as required by Rule 12.

14. Disciplining of Members (1) The Board may cancel the membership of a member which, in the opinion of the

Board, has acted in a way contrary to the best interests of the Alliance. (2) Before the Board decides whether to cancel the membership of a member, the

Secretary must cause a notice in writing to be served upon the member: (a) setting out the matters to which the Board’s consideration relates; (b) stating that the member may address the Board at a meeting to be held not

earlier than 14 days and not later than 28 days after the service of the notice; (c) stating the date, place and time of that meeting; and (d) informing the member that the member may do either or both of the

following: (i) attend and speak at that meeting; (ii) submit to the Board at or prior to the date of that meeting written

representations relating to the matters before the Board.

(3) At a meeting of the Board held as referred to in Rule 14(2), the Board shall: (a) give to the member an opportunity to make oral representations; (b) give due consideration to any written representations submitted to the Board

by the member at or prior to the meeting; and (c) by resolution, determine whether to cancel the membership of the member. (4) Where the Board makes a decision under Rule 14(3) to cancel the membership of a

member, the Secretary shall, within 7 days of the Board’s decision, by notice in writing inform the member of the fact and of the member's right of appeal under Rule 15.

(5) A decision by the Board under Rule 14(4) does not take effect (a) until the expiration of the period within which the member is entitled to appeal

against the decision where the member does not exercise the right of appeal within that period; or

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(b) where within that period the member exercises the right of appeal, unless and until the Council confirms the decision pursuant to Rule 1514(4[CN8]).

14A Right of Appeal of Disciplined Member (1) A member may appeal to the Council against a decision of the Board under Rule

14(3), within 7 days after notice of the decision. (2) Upon receipt of a notice from a member under Rule 15(1), the Secretary shall notify

the Board which shall convene a meeting of Council of the Alliance to be held within 21 days after the date on which the Secretary received the notice.

(3) At a meeting of the Council convened under Rule 15(2), (a) no business other than the question of appeal shall be transacted; (b) the Board and the member shall be given the opportunity to state their

respective cases orally or in writing, or both; and (c) the Councillors shall vote by secret ballot on the question of whether the

decision should be confirmed or revoked[CN9]. (4) If a meeting of the Council approves a motion to confirm a decision of the Board,

the decision is confirmed.

15. Internal disputes (1) A dispute between a member and another member (in their capacity as members) of

the Alliance, or a dispute between a member or members and the Alliance, are to be referred to a community justice centre for mediation under the Community Justice Centres Act 1983.

(2) If a dispute is not resolved by mediation within 3 months of the referral to a community justice centre, the dispute is to be referred to arbitration.

(3) The Commercial Arbitration Act 1984 applies to any such dispute referred to arbitration.

PART IV: STRUCTURE

16. Composition of Alliance The Alliance is comprised of such organisations as are admitted as Member Bodies from time to time according to the Rules of this constitution. There will be

(a) the Council of the National Rural Health Alliance, comprised according to the Rules in Part V;

(b) the Board of the National Rural Health Alliance (Part VI); and

(c) Friends of the Alliance (Part VII).

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PART V: COUNCIL OF THE NATIONAL RURAL HEALTH ALLIANCE

17. Council of the National Rural Health Alliance – representation by members of the Alliance (1) Council of the Alliance provides all Member Bodies with the opportunity to

engage on an equal footing in the Alliance’s work. Council is ultimately responsible for selecting the issues on which the information and policy work focuses, and for developing the organisation’s views. Council also has ultimate oversight of the Alliance’s projects[CN10].

(2) Each organisation that is a member of the Alliance shall be represented on the

Council by a person appointed under this section. The other automatic Member of the Council will be the Chair of friends Friends of the Alliance[CN11].

(3) Prior to each Annual General Meeting, a member may nominate in writing to

the Secretary the name of a person who shall be the representative of the member in the meetings of the Council for a period commencing at the Annual General Meeting and ending at the next Annual General Meeting.

(4) Where the representative of a member vacates that position before an Annual

General Meeting, the member may nominate in writing to the Secretary the name of another person who shall be the representative of the member until the next Annual General Meeting.

(5) A Member Body’s delegate to Council shall be a person who principally lives

and works in a rural area or who has a demonstrated capacity to represent the rural interests of the Member Body.

18. Council of the National Rural Health Alliance – co-option of additional members (1) The Council may decide recommend to[CN12] co-option to membership of the

Council of up to three individuals it judges will enhance substantially the organisation’s work towards its Objects.

(2) A person who is co-opted to membership of the Council under this Rule shall be a

member of the Council until the following AGM, but may be re-admitted to membership in a succeeding year.

(3) Unless the Council Board decides[CN13] otherwise, a person who is co-opted to

Council under this Rule –

(a) shall not be required to pay an annual membership fee under Rule 12;

(b) shall not be liable to contribute towards payment of the debts and liabilities of the Alliance under Rule 13;

(c) shall be eligible to be elected to the Board under Rule 28, 29 and 30;

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(d) shall be liable to be removed from membership of the Council, in accordance with the procedure that applies to the removal of a Board member under Rule 33;

(e) has the same rights to participate in the meetings of the Council and the

activities of the Alliance as other members of the Council.

19. Appointment of Proxies (1) Each Council member referred to in Rule 18 shall be entitled to appoint another

member as proxy by notice given to the Secretary or their nominated representative before the time of the meeting in respect of which the proxy is appointed.

20. Annual General Meeting (1) An Annual General Meeting of the Alliance shall be held within 6 months of the

expiration of the financial year of the Alliance at such place and time as the Board determines.

(2) Unless the Board otherwise decides, the Annual General Meeting shall be held as a

face-to-face meeting. (3) In addition to any other business which may be transacted at an Annual General

Meeting, the business of an Annual General Meeting shall be: (a) to confirm the minutes of the last preceding Annual General Meeting and of

any general meeting held since that meeting; (b) to receive from the Executive Director CEO[CN14], Chairperson, Treasurer and

Secretary reports upon the activities of the Alliance during the preceding financial year;

(c) In an election year (i.e. every second AGM), to elect the officers of the Board

and three ordinary Board members (or four Board members if the Immediate Past Chairperson chooses not to continue as a Board member);

(d) to note admissions to membership of the Alliance since the last previous

AGM; (f) to set the membership fee for the following financial year[CN15];

(g) to receive and consider any financial statement or report required to be submitted to members under the Act;

(h) to appoint or re-appoint the Alliance's Public Officer; (i) to receive and consider the financial and auditor's reports; and (j) to elect an auditor. (4) An Annual General Meeting shall be specified as such in the notice convening it.

21. Meetings of the Council (1) The Council shall meet at least three times in each year.

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(2) A meeting of the Council may be held as a face-to-face meeting, by teleconference,

or video-conference or by means of any technology that gives each of the members of the Council a reasonable opportunity to participate.

(3) The Board may, at any time, convene a meeting of the Council. (4) The Board shall, on the requisition in writing of not less than 25% of the total

number of Members, convene a meeting of the Council. (5) A requisition of members for a meeting of the Council:

(a) shall state the purpose or purposes of the meeting; (b) shall be signed by the members making the requisition; (c) shall be lodged with the Secretary; and (d) may consist of several documents in a similar form, each signed by one or

more of the members making the requisition. (6) If the Board fails to convene a meeting of the Council to be held within the month

after the date on which a requisition of members for the meeting is lodged with the Secretary, any one or more of the members who made the requisition may convene a meeting of the Council to be held not later than three months after that date.

(7) A special meeting convened by a member or members as referred to in Rule 21(6)

shall be convened as nearly as is practicable in the same manner as meetings are convened by the Board and any member who thereby incurs expense in convening the meeting is entitled to be reimbursed by the Alliance for any expense so incurred.

22. Notice (1) Except where the nature of the business proposed to be dealt with at a meeting of the

Council requires a special resolution of the Alliance (Rule 44), the Secretary or the Alliance’s paid staff shall, at least 147 days[CN16] before the date fixed for the holding of a meeting, cause to be sent to each member of the Council a written notice specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting.

(2) Where the nature of the business proposed to be dealt with at a meeting of the

Council requires a special resolution of the Alliance, the Secretary or the Alliance’s paid staff shall, at least 21 days before the date fixed for the holding of the meeting, cause notice to be sent to each member in the manner provided in Rule 22(1) specifying, in addition to the matter required under Rule 22(1), the intention to propose the resolution as a special resolution.

(3) A member of the Council desiring to bring any business before a meeting of the

Council may give notice in writing of that business to the Secretary or the Alliance’s paid staff, who shall include that business in the next notice calling a meeting of the Council given after receipt of the notice from the member.

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23. Procedures (1) No item of business shall be formally transacted at a meeting of the Council unless a

quorum of members entitled under these Rules to vote is present during the time the meeting is considering that item.

(2) One half of the members of the Council, plus one, constitute a quorum for the

transaction of the business of a meeting of the Council. (3) If within half an hour after the appointed time for the commencement of a meeting

of the Council a quorum is not present, the meeting if convened upon the requisition of members shall be dissolved and in any other case shall may stand adjourned to a time and place agreed by those present and specified by the person presiding at the meeting and/or communicated by written notice to members before the day to which the meeting is adjourned.

(4) If at the adjourned meeting a quorum as defined in Rule 23(2) is not present within

half an hour after the time appointed for the commencement of the meeting, the general meeting lapses.

24. Presiding Member (1) The Chairperson shall preside at each meeting of the Council at which he or she is

present. (2) If the Chairperson is absent from a meeting of the Council or is unwilling to act, the

Deputy Chairperson shall preside at the meeting. If the Deputy Chairperson is absent from a meeting of the Council or is unwilling to act, the members present shall elect one of their number to preside at the meeting.

25. Adjournment (1) The person chairing a meeting of the Council at which a quorum is present may,

with the consent of the majority of members present at the meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.

(2) Where a meeting of the Council is adjourned for 14 days or more, the Secretary or

the Alliance's paid staff shall give written or oral notice of the adjourned meeting to each member of the Council stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.

(3) Except as provided in Rules 25(1) and 25(2) notice of an adjournment of a meeting

of the Council or of the business to be transacted at an adjourned meeting is not required to be given.

26. Voting and Decisions at Meetings of the Council (1) At a meeting of the Council, each member of the Council has one vote. (2) Any question arising at a meeting of the Council shall be decided by a majority of

the members present in person or by proxy and voting. In the event of an equality of votes, the person presiding at the meeting has a second or casting vote.

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(3) A vote shall be given personally or by proxy, but no member shall hold more than 3 proxies.

(4) A member or proxy is not entitled to vote at a meeting of the Council unless all

money due and payable by the member to the Alliance has been paid, other than including the amount of the annual subscription payable in respect of the then current year[CN17].

(5) A question arising at a meeting of the Council shall be determined on a show of

hands or voices of those entitled to vote and, unless before or on the declaration of the show of hands or voices a poll is demanded, a declaration by the Chairperson that a resolution had, by a show of hands or voices or by poll, been carried or carried unanimously or carried by a particular majority or lost, then an entry to that effect in the minute book of the Alliance is evidence of the fact without proof of the number or proportion of the votes recorded in favour or against that resolution.

(6) At a meeting of the Council a poll may be demanded by the Chairperson or by not

less than 3 members present in person or by proxy at the meeting. (7) Where a poll is demanded at a general meeting, the poll shall be taken: (a) immediately in the case of a poll which relates to the election of a Chairperson

of the meeting or to the question of an adjournment; or (b) in any other case, in such manner and at such time before the close of the

meeting as the Chairperson directs, and the resolution of the poll on the matter shall be deemed to be the resolution of the meeting on that matter.

(8) The Alliance may hold a postal ballot to determine any issue or proposal other than

an appeal under Rule 14A.

27. Appointment of Proxies (1) A person who represents a member of the Alliance in the meetings of the Council,

and who is unable to attend a meeting of the Council, may appoint as a proxy either another member of the Council or a person who is a member of the organisation that is a member of the Alliance.

(2) The appointment of a person as a proxy shall be in writing and given to the

Secretary or their nominated representative at or before the start of the meeting.

PART VI: THE BOARD

28. Board (1) The following people comprise the Board and are Directors of the organisation:

(a) the Chairperson; (b) the Deputy Chairperson; (c) the Secretary;

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(d) the Treasurer; (e) assuming that she or he agrees, the Chairperson immediately prior to the

election of the current Chairperson; and (f) three ordinary Board members. (g) If the person referred to in Rule 28(1)(e) is not willing to continue as a Board

member – one other ordinary Board member; and (h) two Moderators, appointed by the eight elected Board members in

accordance with Rule 30. (3) A person is not eligible to be a member of the Board unless he or she is a member

of the Council. (4) Board members, including Moderators, shall be eligible for election and re-

election for no more than five (5) three (3) consecutive terms[CN18].

29. Election of Board members (1) The Board members referred to in Rule 28(2)(a), 28(2)(b), 28(2)(c), 28(2)(d),

28(2)(e) and - if applicable – 28(2)(g), are to be elected at each every second Annual General Meeting and hold office, subject to these Rules, for a minimum term of two years, until the next Annual General Meeting following the expiry of that term[CN19].

(2) The election of Board members referred to in Rule 29(1) shall be by ballot, in

such manner as the Chairperson or other person chairing the meeting directs.

(3) Each member of the Council present at the Annual General Meeting in which elections are being held, in person or by proxy, has one vote in respect of each position to be filled under this Rule[CN20].

(4) A Board member may be re-elected subject to the provisions of Rule 28(4)

relating to the maximum number of consecutive years in office.

30. Appointment of Moderators (1) The eight elected Board members will, at any meeting held after the Annual

General Meeting, appoint two persons to fill the positions of Moderator referred to in Rule 28(2)(h).

(2) Persons appointed as Moderators shall be members of the Board until the next

Annual General Meeting at which elections are being held[CN21].

(3) In appointing the two Moderators, the elected Board members shall be guided by the principle that Board membership should be determined by the skills of individuals and the skills-mix and experience of the Board as a whole, once constituted.

(4) Persons appointed as Moderators have the same rights and responsibilities as the

other Board members.

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31. Powers of Board Subject to the Act, the Regulation and this constitution and to any resolution passed by the Alliance in general meeting: (1) The affairs and property of the Alliance are governed by the Board, which is

responsible for maintaining a strategic focus on the Alliance’s sustainability and direction.

(2) The Board may do any act or thing that they consider necessary or convenient

for the purpose of governing the affairs and property of the Alliance, other than an act or thing that, under these Rules, is required to be done by a meeting of the Council.

(3) The Board must ensure that the provisions of the Act, the Regulation and this

constitution are complied with in relation to the Alliance.

(4) The Board may appoint committees to perform such functions on behalf of the Board as the Board thinks fit and may give directions as to the procedures to be followed by a committee.

(5) A person shall not be appointed to a committee unless the person is a member

of the Council, or a member of an organisation that is a member of the Alliance.

(6) The Board may:

(a) co-opt the services of any person to assist the Board in the performance

of itstheir functions; or (b) authorise a committee to co-opt the services of any person to assist the

committee in the performance of its their functions,

but a person so co-opted does not have power to vote on any matter being considered by the Board or the committee.

Unless otherwise stipulated in this Constitution, the rules regarding Chairperson’s presiding role, meeting procedures, notices, adjournment, voting and proxies for Board meetings are the same as for Council meetings.

32. Vacation of office (1) Subject to Rule 32(2), an office becomes vacant if the officer:

(a) dies; or (b) ceases to be eligible to be elected to the office held, in accordance with

Rules 14 and 15; or (c) becomes an insolvent under administration within the meaning of the

Companies (New South Wales) Code; or (d) resigns from the office by written notice given to the Secretary; or

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(e) becomes of unsound mind; or (f) is absent from more than 3 consecutive meetings of the Board without

the consent of the Board; or (g) holds an office of profit in the Alliance.

(2) An office does not become vacant under Rules 32(1)(c), 32(1)(e), 32(1)(f) or

32(1)(g) until the Board, after having given to the officer written notice stating that they are proposing to consider declaring the office to be vacant, setting out the matters to which their consideration relates and giving to the officer a reasonable opportunity to make submissions on the matter, declare the office to be vacant.

33. Removal of a Board member (1) The members of the Council may, at a meeting of the Council, by a two thirds

majority remove any Board member from office before the expiration of that person’s term of office.

(2) Notice of a proposed resolution to remove a Board member from office shall be

given in writing to the Board member at least 7 days before the meeting of the Council at which the resolution is to be considered.

(3) Where the Board member to whom a proposed resolution referred to in Rule 33(1)

relates makes representations in writing to the Secretary or Chairperson and requests that the representations be notified to the other members of the Council, the Secretary or the Chairperson shall send a copy of the representations to each member of the Council. The Board member is entitled to request that representations be read out at the meeting at which the resolution is considered.

34. Casual vacancies (1) Where a Board position becomes vacant, or is not filled at the Annual General

Meeting, the Board may appoint to that position a person who is eligible to be a Board member.

(2) The Board continues to function despite any vacancies.

(3) A person appointed as a Board member under this Rule holds office, subject to

these Rules, until the next Annual General Meeting at which elections are scheduled to be held.

35. Meetings of Board (1) A meeting of the Board may be held as a face-to-face meeting, by

teleconference, video-conference, or by means of any technology that gives each of the members of the Board a reasonable opportunity to participate, or in accordance with sub-Rules 35(9) or 35(10).

(2) The Board is to hold such meetings as are necessary for the efficient

performance of its functions, but shall hold at least three meetings in each period of 12 months.

(3) The Chairperson:

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(a) may, at any time, convene a meeting; and (b) must, on receipt of a written request signed by at least 2 other officers,

convene a meeting.

(4) The Secretary, or an employed staff member of the Alliance, shall give oral or written notice of a meeting to each Board member at least 7 days (or such other period as may be unanimously agreed upon by the Board) before the date of the meeting, and the notice shall specify the general nature of business to be transacted at the meeting.

(5) The Chairperson is to preside at all meetings at which he or she is present. In

the absence of the Chairperson, the Deputy Chair will preside. If the Deputy Chairperson is also absent or is unwilling to act, the members present will elect one of their number to preside at the meeting.

(6) At a meeting of the Board 6 members form a quorum.

(7) Questions arising at a meeting are to be determined by a majority of the votes

of the Board members present and voting.

(8) The member presiding at a meeting has a deliberative vote and, if the votes are equal, also has a casting vote.

(9) If a majority of the Board members sign a document containing a statement

that they are in favour of a resolution of the Board in terms set out in the document, a resolution in those terms shall be deemed to have been passed at a duly constituted meeting of the Board held on the day on which the document was signed or, if the members sign the document on different days, on the day on which the document was last signed by a member.

(10) For the purposes of Rule 35(9), two or more separate documents containing

statements in identical terms each of which is signed by one or more members shall together be deemed to constitute one document containing a statement in those terms signed by those members on the respective days on which they signed the separate documents.

(11) The minutes of a meeting shall be presented for adoption at the meeting next

following, and if adopted shall be signed by the person chairing the meeting.

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

36. Disclosure of interests of Board members (1) A Board member who has a direct or indirect pecuniary interest in a matter

being considered or about to be considered by the Board must, as soon as practicable after the relevant facts have come to the member’s knowledge, disclose the nature of the member’s interest to a meeting of the Board.

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(2) A disclosure under Rule 36(1) is to be recorded in the minutes of the meeting and the member must not, unless the Board otherwise determines:

(a) be present during any deliberation of the Board with respect to that

matter; or (b) take part in any decision of the Board with respect to that matter.

(3) For the purpose of the making of a determination by the Board under Rule

36(2) in relation to a member who has made a disclosure under Rule 36(1), a member who has a direct or indirect pecuniary interest in the matter to which the disclosure relates must not:

(a) be present during any deliberation of the Board for the purpose of

making the determination; or (b) take part in the making by the Board of the determination.

37. Secretary (1) The Secretary shall, as soon as practicable after being appointed to that office, lodge

notice with the Alliance of his or her address. (2) The duties of the Secretary shall be agreed by motion of the Board, and shall include

responsibility for ensuring that: (a) all correspondence is dealt with promptly; (b) the register of members is current and available for inspection; (c) any correspondence deemed by the Board to be of interest to the Board is

distributed accordingly; and (d) minutes are taken and held of (i) all appointments of officers and Board members, and admissions of

Member Bodies and acceptance of their delegates; (ii) the names of members present at meetings of the Council and of the

Board; and (iii) all proceedings at meetings of the Council and of the Board.

38. Treasurer It is the duty of the Treasurer to ensure that: (1) all money due to the Alliance is collected and received and that all payments

authorised by the Alliance are made; and (2) correct books and accounts are kept showing the financial affairs of the Alliance

including full details of all receipts and expenditure connected with the activities of the Alliance.

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PART VII: FRIENDS OF THE ALLIANCE

39. Friends of the Alliance (1) There shall be a society called “Friends of the Alliance”. (2) Membership of the society shall be open, in accordance with Rules made by the

society, to any person or organisation that is interested in improving the health of people in rural and remote areas, and rural and remote health services and programs in Australia.

(3) The functions of Friends of the Alliance are: (a) to promote and facilitate communication on rural and remote health

issues among the Alliance, the community, people working in the field of rural and remote health, and government agencies;

(b) to increase awareness of issues relating to the improvement of health

outcomes for people living in rural and remote areas; (c) to engage in activities that raise funds for the Alliance; and (d) to carry out such other functions as are assigned to the society by the

Council. (4) The financial transactions and financial affairs of the society form part of the

financial transactions and financial affairs of the Alliance. (5) Subject to any by-laws made for the purposes of Rule 39(6), the Chairperson

of the Alliance may, at any time, convene a meeting of the society. (6) Unless the Board otherwise determines, a meeting of the society shall be held

at the biennial National Rural Health Conference. (7) The Board may make by-laws, not inconsistent with these Rules, for the

management of the affairs of the society, including by-laws that provide for: (a) the election of a committee to manage the affairs of the society; and (b) the opening, keeping and operation of a bank account for the purposes

of the society. (8) The Secretary must give written notice to all members of the making,

alteration or revocation of a by-law under Rule 39(7). (9) Subject to Rule 39(10), a by-law comes into force at the end of 14 days after

the day on which notice is given. (10) Where the Secretary receives within the period referred to in Rule 39(9) a

request under Rule 21(4) to convene a meeting of the Council for the purpose of considering a decision of the Board to make, alter or revoke a by-law, the by-law does not come into force, and the meeting of Council may decide to make, alter or revoke the by-law.

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PART VIII: MISCELLANEOUS

40. Financial Year The financial year of the Alliance shall be the period of 12 months starting on 1 July each

year.

41. Insurance (1) The Alliance may effect and maintain insurance.

42. Funds - Source (1) The funds of the Alliance shall be derived from entrance fees and annual

membership subscriptions, donations, grants, interest on money invested, and from the proceeds of any activity engaged in or any other thing done by the Alliance in furthering its objects.

(2) All money received by the Alliance shall be deposited as soon as practicable, and

without deduction, to the credit of the Alliance's bank account. (3) The Alliance shall, as soon as practicable after receiving any money, issue an

appropriate receipt.

43. Funds - Management (1) Subject to Rule 43B, the funds of the Alliance shall be used in pursuance of the

objects of the Alliance in such manner as the Board determines. (2) All cheques, drafts, bills of exchange, promissory notes and other negotiable

instruments shall be signed by one or two signatories, as determined by the Board from time to time; one of the signatories shall be the Executive DirectorCEO.

43A Not for profit status (1) The Alliance’s income and property must be applied solely towards

promoting the Alliance’s objects. (2) No part of the income or property may be paid, transferred or distributed,

directly or indirectly, by way of dividend, bonus, or other profit distribution, to any of the members.

43B Establishment and operation of a Gift Account

43B.1 Maintaining a Gift Account The Alliance must maintain a management account (Gift Account):

(1) to identify and record Gifts and Deductible Contributions; (2) to identify and record any money received by the company because of those

Gifts and Deductible Contributions; and (3) that does not record any other money or property.

43B.2 Limits on use of Gift Account The Alliance must use the Gift Account only for its principal purpose. 43B.3 Winding up or ceasing to be endorsed as a deductible gift recipient

(1) Upon (a) the winding up of the Alliance; or

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(b) the Alliance ceasing to be endorsed as a deductible gift recipient under Subdivision 30-BA of ITAA 97,

whichever is earlier, any surplus Gifts and Deductible Contributions and money received by the company because of those Gifts and Deductible Contributions must be transferred to an institution: (c) which is charitable at law; (d) whose constitution prohibits distributions or payments to its

members and directors (if any) to an extent at least as great as is outlined in Rule 6A; and

(e) gifts to which are deductible under Division 30 of ITAA 97 on the basis that it is characterised as a health promotion as described in item 1.1.6 of the table in section 30-20.

(2) The identity of the institution referred to in Rule 6B.3(a) must be decided

by Council the Board[CN22] of the Alliance at or before the time of winding up of the Alliance or no later than 90 days of it ceasing to be so endorsed and, if the members do not decide, by the Supreme Court.

43B.5 Receipts Receipts for Gifts or Deductible Contributions must state the information required in the applicable provisions of the ITAA 97. 43B.6 Gift and Deductible Contribution The term ITAA 97 means the Income Tax Assessment Act 1997 and the terms Gift and Deductible Contribution have the same meaning as in that Act.

44. Alteration of Objects and Rules of the Alliance (1) Subject to Rule 44(2), the objects and Rules of the Alliance may be amended by a

special resolution, passed in the following manner: (a) the motion shall be approved at a meeting of the Council by not less than

three-quarters of the Council who, being entitled to do so, vote in person or by proxy at the meeting; and

(b) not less than 21 days’ written notice of the meeting shall have been given to

members specifying the intention to propose the special resolution to amend the objects or Rules of the Alliance.

(2) The objects and Rules of the Alliance may be amended in a manner approved by the

Corporate Affairs Commission under Section 5(1) of the Act, where it is not possible or practicable to amend the objects or Rules in the manner specified in Rule 44(1).

(3) A special resolution altering this constitution must not be passed if, as a result, the

Alliance will cease to be a charity.

45. Custody of Books, etc Except as otherwise provided by these Rules, the Public Officer shall ensure that all

records and other documents relating to the Alliance are kept in an appropriate place and fashion, by the Public Officer and/or by the Alliance’s paid staff.

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46. Inspection of Books, etc The records, books and other documents of the Alliance shall be open to inspection, free

of charge, by a member of the Alliance at any reasonable hour.

47. Service of Notices (1) For the purpose of these Rules, a notice may be served by or on behalf of the

Alliance upon any member either personally or by sending it by post to the member at the member's address shown in the Register of Members.

(2) Where a document is sent to a person by properly addressing, prepaying and posting

to the person a letter containing the document, the document shall, unless the contrary is proved, be deemed for the purposes of these Rules to have been served on the person at the time at which the letter would have been delivered in the ordinary course of Post.

48. Surplus Property (1) The Alliance shall not be wound up or dissolved except by a Resolution of Council

specially convened for the purpose and carried by a majority of four-fifths of the votes recorded in respect of the same. If, on the winding up or dissolution of the Alliance, there remains after satisfaction of all its debts and liabilities, any property whatsoever, this property shall not be paid to or distributed among the members of the Alliance, but must only be given or transferred to an institution:

(a) that is charitable at law; (b) whose constitution prohibits distributions or payments to its members

and directors (if any) to an extent at least as great as is outlined in Rule 6A; and

(c) Gifts and Deductible Contributions to which can be deducted under Division 30 of the ITAA 97 due to it being characterised as a health promotion charity under item 1.1.6 of the table in section 30 20.

(2) The identity of the institution referred to in Rule 48(a) must be decided by Council

the Board of the Alliance at or before the time of winding up of the Alliance and, if the members do not decide, by the Supreme Court.

49. Payment etc of Office Bearers and Members The income and property of the Alliance whencesoever derived shall be applied solely

towards the promotion of the objectives of the Alliance and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to the members of the Alliance provided that nothing herein shall prevent the payment in good faith of remuneration to any officer or servant of the Alliance or to any member of the Alliance in return for any services actually rendered to the Alliance or reasonable and proper payment for premises let or goods supplied by any member to the Alliance.

50. Custody and Use of the Common Seal The Public Officer shall provide for the safe custody of the seal which shall only be used

by the authority of the Board. Every instrument to which the seal is affixed shall be signed by one and countersigned by another officer of the Board[CN23].

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PART VIII: POWERS OF ASSOCIATION

51. Powers of Association In addition to the powers conferred on the Alliance by the Act, the Alliance has all such

powers as are necessary or convenient to carry out its objects and, in particular, power: (a) to enter into contracts; (b) to acquire any real or personal property; (c) to construct, maintain and alter any buildings or works; (d) to borrow or raise money, including by mortgage or charge; (e) to draw, make, accept, indorse endorse, discount and issue bills of exchange,

promissory notes, cheques and other negotiable instruments; (f) to invest money of the Alliance not immediately required for any of its objects in

any manner in which trustees are authorised by law to administer money held on trust;

(g) to establish and support, or aid in the establishment and support of, associations,

institutions, funds, trusts and schemes for the purpose of benefiting employees or past employees of the Alliance and their dependants and to make payments towards insurance for any of these purposes;

(h) to make gifts or grants to any person or organisation; (i) to solicit and accept gifts, grants, devises devices and bequests, whether on trust

or otherwise, and to act as trustee of money or other property vested in the association on trust;

(j) to employ staff, and engage consultants; (k) to appoint agents and attorneys; and (l) to co-operate with any person or organisation, on matters relating to rural health

or to further the objects of the Alliance. (DATE?)