Constitution Of ADNCentral

1. Preamble

ADNCentral is a Organisation that acts as a medium with the main purpose of bridging the
gap between able and disabled people and also I believe that mainstream media talk about
disability a bit but the fact is it's still not equal. Another reason is for this website is
education because I believe that a contributing factor towards discrimination is ignorance,
particularly lack of knowledge which intern makes a person afraid/intimidated by the
disabled person

Services Descriptors

Web Department – is a website which is the centre stone of the whole company for
public relations and services, it provides maintenance and a platform for all services.

• Audiotopia – an online library of public domain and copyrighted audio books

(royalties funded by Advertisements)

• Disapedia Australia – an online publicly editable disability focused

encyclopaedia

• Mapability – an interactive map of wheelchair accessible locations in Australia

and around the world

Media Development – works like a video production company, it also builds and uploads
to the Internet Broadcasting Infrastructure

Disability Awareness & Education – is a program targeting discrimination and trying to

lower it through Disability Awareness & Education programs

2. Aims and Purpose

1. To provide new techniques to assist the quality of life and independence of
persons with a disability though the advancement of technology
2. To give persons with a disability a forum in which they have a right to express
their views towards government policy and matters relevant to disability
3. To enable fair and equal media representation through the development of news
and original content
4. To provide education about disability and related issues with the hope that it will
reduce discrimination
5. To establish an online community to encourage more interaction between
disabled and able bodied people
6. To accept the concept of “disability” as a identity and not a dominate discourse

3. Asset Management

(a) ADNCentral may charge reasonable fees for the services it provides.

(b) Subject to paragraph (c), the profits (if any) or other income and property of ADNCentral
must be applied solely towards the purpose of ADNCentral set out in rule 1 ('Purpose
and Aims') and no part of them may be paid or transferred, directly or indirectly, to
 any Member of ADNCentral, whether by way of Dividend, bonus or otherwise.

(c) Subject to paragraph (d), nothing in paragraph (b) prevents any payment in good faith by
ADNCentral of:

(i) reasonable and proper remuneration to any Member for any services actually
rendered (including, without limitation, in the Member's capacity as an
employee of ADNCentral) or goods supplied in the ordinary and usual course
of business to ADNCentral;

(ii) reasonable and proper rent for premises let by a Member to ADNCentral; or

(iii) interest at a commercial rate on money borrowed from Members.

(d) The assets and income of the organisation shall be applied solely in furtherance of its
above mentioned objects and no portion shall be distributed directly or indirectly to the
members of the organisation except as bonafide compensation for services rendered or
expenses incurred on behalf of the organisation

4. Governance

Article I. Definitions

Section 1.01 member – a person/individual who actively sits on The ADNCentral.org

Council
Section 1.02 motion – any action or prospective policy which has been put forward to the
Council

Article II. Structure

Section 2.01 the Council’s main Body must consist of 4 members and The Founder’s Chair

Section 2.02 Subcommittees can be instituted by the Main Body

Section 2.03 Elections must be held every year following the Council’s last meeting of the
calendar year

Vacation of Office

In addition to the circumstances in which the office of a Councillor becomes vacant under
the Corporations Act, rule 23(e) ('Appointment and Removal') above and rules 26
('Voluntary Retirement of Councillor) and 27 ('Resignation and Re-Election of Councillors')
below, the office of a Councilor becomes vacant if the Councillor:
(a) becomes bankrupt or insolvent;
(b) becomes of unsound mind or becomes a person whose person or estate is liable to be
dealt with in any way under the law relating to mental health;
(c) is absent without the consent of the Council from meetings of the Council held during a
continuous period of 6 months;
(d) dies; or
(e) ceases to be a Member of ADNCentral.

Voluntary Retirement of Councillor

A Councillor may retire from the Council by giving one month's written notice to the
Council. The retirement takes effect on the day that the notice expires or any earlier time
accepted by the Council.
(a) Candidates must be a mix of able-bodied and disabled
(b) Candidates must be willing defenders of our Constitution

Article III. Rights

Section 3.01 To actively promote changes to Constitution using a referendum

Section 3.02 To challenge the dominate view of the Council

Article IV. Responsibility

Section 4.01 to act in the spirit of ADNCentral

Section 4.02 to institute policy (by-laws) for the overall benefit of the ADNCentral cause
Section 4.03 to treat fellow ADNCentral user with egalitarian values
Section 4.04 to reprimand any party who violates Constitutional by-law, Forms of
reprimand may include:

(a) excluding from acquiring non-vital SERVICES

(b) monetary charges to be laid
(c) notices to ISP issued
(d) guilty party sending “Letter of admission” to Web Host and/or Law enforcement
agency

Article V. Open Governance

Section 5.01 Audio and video records must be kept of all Council proceedings
(a) unless a Constitutional Violation is before the Council
(i) this action has to be requested 1 day before the meeting
(ii) under these circumstances written records can be taken but only released when the
accused has completed his/her prescribed reprimand
Section 5.02 All Council meetings are to be Broadcast live (unless 5.01a is enacted)

Article VI. Council Procedures

Section 6.01 When Starting Session members must recite the Council’s Oath
(i) I, (Name) do solemnly affirm my responsibility of this council’s seat to serve my
constituents with the utmost honor and conviction within the bounds of the Constitution
morally and Ethically

Article VII. Resolutions

(a) If a document:

(i) is sent to all those entitled to receive notice of a meeting at which a resolution
could be put;

(ii) contains a statement that the signatories to it are in favour of that resolution;

(iii) sets out or identifies the terms of the resolution; and

 (iv) has been signed by a majority of the Councillors entitled to vote on that
resolution,

a resolution in those terms is passed on the day on which and at the time at which the
document was signed by a majority of Councillors and the document has effect as a
minute of the resolution.

(b) For the purposes of paragraph (a):

(i) two or more separate documents containing statements in identical terms each of
which is signed by one or more Councillors are together taken to constitute
one document containing a statement in those terms signed by those
Councillors at the time at which the last of those documents to be signed was
signed by a Councillor; and

(ii) a fax which is received by ADNCentral or an agent of ADNCentral and is

sent for or on behalf of a Councillor is taken to be signed by that Councillor
or alternate Councillor not later than the time of receipt of the fax by
ADNCentral or its agent in legible form.

NOTICES

Notices Generally

(a) Any Member who has not provided to the registered office, a place of address or an
electronic mail address (for registration in the register) at or to which all notices and
documents of ADNCentral may be served or sent is not entitled to receive any notice.

(b) A notice may be given by ADNCentral to any Member by, in its discretion:

(i) serving it on the Member personally;

(ii) sending it by post to the Member or leaving it at the Member's address as shown
in the Members' register or the address supplied by the Member to
ADNCentral for the giving of notices;

(iii) sending it to the fax number supplied by the Member to ADNCentral for the
giving of notices;

(iv) sending it electronically to the electronic mail address given by the Member to
ADNCentral for giving notices; or

(v) serving it in any manner contemplated in this rule 46(b) on a Member's attorney
as specified by the Member in a notice given under rule 46(c).

(c) A Member may, by written notice to a Secretary left at or sent to the registered office,
require that all notices to be given by ADNCentral or the Council be served on the
Member's attorney at an address specified in the notice.

(d) Notice to a Member whose address for notices is outside Australia may be sent by
airmail, fax or electronic mail.
(e) If a notice is sent by post, service of the notice is taken to be effected by properly
addressing, prepaying and posting the letter containing the notice and to have been
effected:

(i) in the case of a notice of a meeting, on the day after the date of its posting; and

(ii) in any other case, at the time at which the letter would be delivered in the
ordinary course of post.

(f) If a notice is sent by fax or electronic transmission, service of the notice is taken to be
effected by properly addressing and sending or transmitting the notice and to have been
effected on the day it is sent.

Notices of General Meeting

(a) Notice of every general meeting must be given:

(i) in the manner authorised under rule 46 ('Notices Generally');

(ii) to every Member and to each Councillor; and

(iii) to the auditor of ADNCentral (if any).

(b) No other person is entitled to receive notice of general meetings.

LIABILITY OF MEMBERS

Limited Liability
The liability of the Members of ADNCentral is limited.

Members' Liability on Winding Up

Each Member of ADNCentral undertakes to contribute to the assets of ADNCentral in the
event of ADNCentral being wound up while he, she or it is a Member or within one year
after he, she or it ceases to be a member for payment of the debts and liabilities of
ADNCentral (contracted before he, she or it ceases to be a Member) and of the costs,
charges and expenses of winding up and for the adjustment of the rights of the contributors
amongst themselves, such amounts as may be required not exceeding $50.

WINDING UP

In the event of the organisation being wound up, any surplus assets remaining after the
payment of the organisation’s liabilities shall be transferred to another organisation in
Australia which is a public benevolent institution for the purposes of any
Commonwealth taxation Act.

If, on the winding up or dissolution of ADNCentral by any means and for any reason, there
remains any property, after satisfaction of all ADNCentral's debts and liabilities, the property
must not be paid to or distributed amongst the Members but must be given or transferred to:

(a) one or more corporations having purposes similar to the purpose of ADNCentral set out
in rule 1 ('Purpose and Aims'):
 (i) having objects similar to the objects of ADNCentral;

(ii) whose Constitution prohibits the distribution of its or their income and property
to an extent at least as great as that imposed on ADNCentral under rule 2
('Application of Income and Profit'); and

(iii) having been endorsed by the Commissioner of Taxation as a public benevolent

institution, gifts to which are deductible pursuant to Division 30 of the Tax
Act; or

(b) if there are no public benevolent institutions meeting the requirements of paragraph (a),
to one or more other institutions, associations or bodies selected by the Members of
ADNCentral at or before the dissolution of ADNCentral, the objects of which are the
promotion of charity, which by its Constitution is required to apply its profits or other
income in promoting its objects and is prohibited from paying any dividend to its
members, and gifts to which are allowable deductions under the Tax Act; or

(c) if the Members do not make a selection pursuant to paragraphs (a) or (b) for any reason,
ADNCentral must apply to the Supreme Court of NSW to decide.

INDEMNITY

Indemnity of Officers, Insurance and Access

(a) ADNCentral is to indemnify each Officer of ADNCentral out of the assets of

ADNCentral To the Relevant Extent (see rule 54 'Definitions') against any Liability
incurred by the Officer in or arising out of the conduct of the business of
ADNCentral or in or arising out of the discharge of the Duties of the Officer.

(b) Where the Council considers it appropriate, ADNCentral may execute a documentary
indemnity in any form in favour of any Officer of ADNCentral.

(c) Where the Council considers it appropriate, ADNCentral may:

(i) make payments by way of premium in respect of any contract effecting insurance
on behalf or in respect of an Officer of ADNCentral against any Liability
incurred by the Officer in or arising out of the conduct of the business of
ADNCentral or in or arising out of the discharge of the Duties of the Officer;
and

(ii) bind itself in any contract or deed with any officer of ADNCentral to make the
payments.

(d) Where the Council considers it appropriate, ADNCentral may:

(i) give a former Councillor access to certain papers, including documents provided
or available to the Councillors and other papers referred to in those
documents; and

(ii) bind itself in any contract with a Councillor or former Councillor to give the
access.
AMENDMENT OF Constitution

Amendment of Constitution
No addition, alteration or amendment of this Constitution will be effective unless:

(a) such addition, alteration or amendment has been approved by special resolution of the
Members; and

(b) ADNCentral has obtained any approval which is required by Law or by the Licence.

Interpretation Headings are for convenience only and do not affect interpretation. The
preamble does not form part of this Constitution and does not affect interpretation. The
following rules of interpretation apply unless any contrary intention appears in this
Constitution or the context requires otherwise.

(a) A gender includes all genders.

(b) The singular includes the plural and conversely.

(c) Where a word or phrase is defined, its other grammatical forms have a corresponding
meaning.

(d) A reference to any legislation or to any provision of any legislation includes any
modification or re-enactment of it, any legislative provision substituted for it, and all
regulations and statutory instruments issued under it.

(e) Except in so far as a contrary intention appears in this Constitution, a word or phrase
given a meaning in the Corporations Act has the same meaning in this Constitution.

Statement of Incorporation

The ADNCentral Inc. is a organisation dedicated to the pursuits of assisting the quality of
life and independence of persons with a disability though the advancement of technology,
give persons with a disability a forum in which they have a right to express their views
towards government policy and matters relevant to disability, enable fair and equal media
representation through the development of news and original content, provide education
about disability and related issues with the hope that it will reduce discrimination, establish
an online community to encourage more interaction between disabled and able bodied
people and accept the concept of “disability” as a identity and not a dominate discourse
incorporated under the Associations Incorporation Act, 1984 under the NSW Office of Fair
Trading. It is referred to these into it's bylaws as ADNCentral Inc. The Organisation, The
Website and The Corporation.

Incorporated by: ____________________________________ (Jonathan Shar)

____________________________________ (Reuben Shar)

JP: ____________________________________