19. Definitions and interpretation
19.1 Definitions
In this Constitution unless the contrary intention appears:
- Auditor
- means the auditor for the time being of the Company.
- BCA
- means Blind Citizens Australia (ACN 006 985 226).
- Blind
- means a person who meets the criteria of permanent blindness under section 95 of the Social Security Act.
- Chairperson
- means the Chairperson of the board of Directors of the Company and Deputy Chairperson means the deputy Chairperson of the board.
- Chief Executive Officer
- means a person appointed as the chief executive officer under Clause 10.
- Clause
- means a clause of this Constitution.
- Company
- means Vision Australia Limited (formerly RBS.RVIB.VAF Limited.)
- Constitution
- means this constitution as it is amended from time to time.
- Corporations Act
- means the Corporations Act 2001 (Cwlth) as amended from time to time.
- Director
- means a Director of the Company.
- Directors
- means all or some of the Directors of the Company acting as a board.
- Gift Fund
- means the fund referred to in Clause 18.
- Member
- means a person admitted as a Member in accordance with Clause 2.
- ITAA 97
- means the Income Tax Assessment Act 1997 (Cwlth).
- Officer
- means:
- a director or secretary of the Company; or
- a person:
- who makes, or participates in making decisions that affect the whole, or a substantial part, of the business of the Company, or
- who has the capacity to affect significantly the Company's financial standing; or
- in accordance with whose instructions or wishes the directors of the Company are accustomed to act (excluding advice given by the person in the proper performance of functions attaching to the person's professional capacity or their business relationship with the directors of the Company; or
- a receiver, or receiver and manager, of the property of the Company; or
- an administrator of the Company; or
- an administrator of a deed of company arrangement executed by the Company; or
- a liquidator of the Company; or
- a trustee or other person administering a compromise or arrangement made between the Company and someone else.
- Power of Attorney
- means a legal instrument authorising one to act as another's attorney or agent.
- RBS
- means Royal Blind Society of NSW (ACN 107 867 961).
- Registered Office
- means the registered office for the time being of the Company.
- RVIB
- means Royal Victorian Institute for the Blind Limited (ACN 053 864 841).
- Secretary
- means a person appointed as a Secretary of the Company, and where appropriate includes an Acting Secretary and a person appointed by the Directors to perform all or any of the duties of a Secretary of the Company.
- VAF
- means Vision Australia Foundation (ACN 007 428 284).
- Vision Impaired
- means a person with visual acuity of less than 6/18 (0,3) but equal to or better than 6/60 (0,05) in the better eye with the best possible correction and/or a visual field of less than 20 degrees.
19.2 Interpretation
In this Constitution, unless the contrary intention appears:
- the word person includes a firm, a body corporate, an unincorporated association or an authority;
- the singular includes the plural and vice versa;
- where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;
- a reference to writing includes typewriting, printing, telex, telegram, facsimile and other modes of representing or reproducing words in a visible or tactile form;
- a reference to a Clause is a reference to one of the Clauses; and
- a power, an authority or a discretion given to a Director, the Directors, the Company in general meeting or a Member may be exercised from time to time and at any time.
19.3 Corporations Act
In this Constitution, unless the contrary intention appears, an expression has, in a provision of this Constitution that deals with a matter dealt with by a particular provision of the Corporations Act, the same meaning as in that provision of the Corporations Act.
The provisions of the Corporations Act that apply as replaceable rules are displaced by this Constitution and accordingly do not apply to the Company.
19.4 Headings
Headings are inserted for convenience and do not affect the interpretation of this Constitution.
19.5 Powers
Powers conferred on the Company, the Directors, a committee of Directors, a Director or a Member may be exercised at any time and from time to time.