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PDCN Constitutional Amendments Explanatory Note


The Physical Disability Council of NSW has undertaken a yearly review of its Constitution, as recommended by current regulatory guidelines.

In light of the updated Associations Incorporation Regulation 2016 and the ability to now use available technologies we have made small changes to our constitution that recognise this ability.

The main change you are being ask to vote on is in choosing to allow members to nominate for an ordinary position on the Board via the election process, and then the Board itself at its first meeting post AGM to vote on the office bearer positions (President, Vice President, Treasurer and Secretary) via majority vote.

There are two new sections (39 and 40) that address how we use our funds, and the distribution of property if the Association was to wind up – added to ensure we are conducting our affairs in the interests of the association, and not for the profit of any of its members.

The information below sets out the current Constitutional provisions, and the proposed changes PDCN wish to instigate in order to achieve these objectives.

Please take the time to read through the proposed changes, and attend the Special General Meeting on October 17 to have your say in the acceptance, or otherwise, of these amendments.

The current constitution provides that:

  • Register of Members

Must be established and maintained in written form 

  • Board Minutes

It is the duty of the Secretary to keep minutes in written form and these minutes must be signed by the President at the next meeting

  • Election of Board Members

Nomination of candidates for election as office bearers of the association or as an ordinary board member must be made when nominating via the election process.

The amendments to the Constitution (Constitutional Amendments) are proposed to provide that:

Register of Members and Board Minutes

May be established and maintained in written or electronic form, and may include a member’s email address; and if kept in electronic form must be able to be converted to hard copy if required.

Board Minutes

It is the duty of the Secretary to keep minutes in written or electronic form and the President’s signature may be transmitted by electronic form following the next succeeding meeting.

Election of Board Members

Nominations of candidates for election as ordinary board members will be made via the election process. However office bearers will be elected by the Board by a majority vote at the first meeting of the Board following an annual general meeting

Additions to the current constitution:

The following points have been added to the proposed constitution –

Section 39 Association is a non-profit

Subject to the Act and the Regulation, the association must apply its funds and assets solely in pursuance of the objects of the association and must not conduct its affairs so as to provide a pecuniary gain for any of its members.

Section 40 Distribution of Property

(1) Subject to the Act and the Regulations, in a winding up of the association, any surplus property of the association is to be transferred to another organisation with similar objects and which is not carried on for the profit or gain of its individual members.

(2) In this clause, a reference to the surplus property of an association is a reference to that   property of the association remaining after satisfaction of the debts and liabilities of the association and the costs, charges and expenses of the winding up of the association.

It is also proposed that certain amendments be made to the current constitution to correct cross-referencing, grammatical and typographical errors.

A copy of the current constitution with the proposed amendments marked-up will be available for inspection at the Meeting.

Alternatively, a copy of the current constitution with the proposed amendments marked-up can be obtained by telephoning 61 (02) 9552 1606 and is available for inspection at PDCN’s offices at St. Helen’s Community Centre, 3/184 Glebe Point Road, Glebe NSW 2037, in each case between 9.30am and 4.00pm (AEDT) on business days.


Board means the board of directors of the Association appointed from time to time in accordance with the Constitution.

Ordinary Board member means a member of the Board who is not an office-bearer of the association.

Constitution means the constitution of the Association in force from time to time.

Rider for the resolutions:

“That the Constitutional Amendments be and are hereby approved and to the extent necessary, ratified.”

(There will be ONE VOTE to accept all changes)

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