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Quel
surprise the constitution is still that of the Divine Light
Mission, which incidentally was registered by John
Macgregor! It has been amended, including a name change to
Elan Vital Incorporated.
Mainly, EV Inc is a private non-profit association that has
a very private way of doing business, and Shri Guru Maharaj
ji has power of veto over just about everything, according
to the rules.
The
Associations Incorporation Act of 1956 is administered in
South Australia by the Office of Consumer and Business
Affairs of the Attorney-General's Department.
Divine
Light Mission South Australia was registered in 1974. It's
name was changed to Elan Vital Incorporated in 1993, under
the same Act via an application for registration of
alteration to rules (no 4307).
A
search on Divine Light Mission Incorporated in the
Australian Securities and Investments Commission database
brings up Elan Vital Incorporated. The amended constitution,
including the name change took effect on 26th February
1993.
Constitution
of Divine Light Mission, renamed Elan Vital
Incorporated,
as registered in South Australia.
1.
NAME: The name of the organization shall be "Divine Light
Mission", hereunder referred to as "The Mission".
2. OBJECTS: The objects of the Mission are set out
hereunder:
a. To advance religion in accordance with the principles
of Shri Hans Guru Maharaj and Shri Sant Ji Guru Maharaj
by promoting the knowledge that God is the supreme
creator of the Universe;
b. The realization of God without denominational
bias;
c. The relief and prevention of suffering both mental and
physical occasioned by povery, ill-health and the abuse
of drugs; AND of these purposes but not otherwise:
i. To establish, train and maintain workers to
dedicate their lives to carrying out the objects of
the Mission;
ii. To establish and maintain schools, colleges,
reading rooms, hostels, scholarships and to provide
books and pamphlets, films and tapes to further the
aims and objects of the Mission.
3.
MEMBERSHIP:
a. Membership of the Mission shall be open to such
persons as have become devotees of Shri Guru Maharaj Ji
through initiation.
b. Initiation can only be given by a "Mahatma" duly
empowered by Shri Guru Maharaj Ji.
c. A register of members shall be kept showing in respect
of each member, his name, address and the date of
commencement of membership.
4. MANAGEMENT:
The
management of the Mission shall be vested in a Guiding
Committee, consisting of the office-bearers, and three
Committee Members. No member of the Guiding Committee shall
be appointed to any salaried office of the Mission or any
office of the Mission paid by fees and no remuneration or
other benefit in money or money's worth shall be given by
the Mission to any member of the Guiding Committee except
repayment of out-of-pocket expenses, interest at a rate not
exceeding interest at the fate for the time being charged by
bankers in Adelaide for money lent to the Mission and
reasonable and proper rent for premises let to the
Mission.
5. OFFICE-BEARERS:
The
office-bearers shall consist of a Secretary, Treasurer,
Divine Sales Manager and Assistant Secretary. The
office-bearers shall be appointed by Shri Guru Maharaj Ji or
his duly empowered Mahatma, or representative.
6. PROCEEDINGS OF THE GUIDING COMMITTEE:
a. The Guiding Committee may meet together for the
dispatch of business, adjourn and otherwise appoint and
regulate its meetings as it thinks fit. The Secretary may
at any time sommon a meeting of the Committee. The
Committee cannot meet in the absence of the
Secretary.
b. Questions arising at any meeting of the Committee
shall be decided by a majority of votes. Where necessary,
the Secretary shall have a second or casting vote. The
Secretary retains the power of veto over the
determinations of the Committee, and where such power of
veto is exercised, the matter in question and the
decision of the Committee are referred to Shri Guru
Maharaj Ji for resolving.
c. Questions decided by the Committee may at any time be
reopened, reviewed or reversed by Shri Guru Maharaj
Ji.
7. VACATION OF OFFICE:
The
office of a member of the Guiding Committee or of a trustee
shall become vacant
a. Upon his decease;
b. If he becomes mentally ill or a person whose person
or estate is liable to be dealt with in any way under
the law relating to mental health;
c. If he resigns his office by notice in writing to
the Mission;
d. If he is absent for more than two weeks from
meetings of the Committee without leave;
e. If he holds any office of profit under the
Mission;
f. If he is directly or indirectly interested in any
contract or proposed contract with the Mission;
g. If it is so decided by Shri Guru Maharaj Ji
8. FINANCIAL YEAR:
The
financial year shall conclude on 31st January.
9. ANNUAL GENERAL MEETINGS:
The
Annual General Meeting of members shall be held during the
month of February in each year, when the Annual Report and
audited financial statements shall be presented.
10. SPECIAL GENERAL MEETINGS:
The
Guiding Committee may an any time convene a Special General
Meeting of the Mission. Special General Meetings shall also
be convened by the Secretary upon the written request of not
less than twenty per centum in number of the members of the
Mission, and shall be held within a period of one month from
the date of receipt of the request.
11. QUORUM:
At
meetings of members a quorum shall consist of six members,
and at meetins of the Guiding Committee, a quorum shall
consist of three members (subject to the provisions of
section 6a).
12. NOTICE OF MEETINGS:
The
Secretary shall give at least seven days notice in writing
of all General Meetings to the members of the Mission,
specifiying the place, the day and the hour of meeting and
the general nature of the business to be dealt with at the
meeting.
13. FUNDS:
a. All monies received by the Mission shall be
deposited intact at the earliest possible date to the
credit of the Mission's bank account. Receipts for
monies received shall also be issued promptly.
b. No remuneration or any other benefit in money or
money's worth shall be given by the Mission to any
member, except repayment of out-of-pocket
expenses.
c. All payments in excess of $10.00 made by the
Mission shall be paid by the cheque, signed by either
the Secretary or the treasurer, EXCEPT where the payee
stipulates cash, in which case proper official
receipts must be kept.
d. The Guiding Committee will have the power to raise
loans on behalf of the Mission either from bankers or
from private sources at a rate of interest not
exceeding the rate for the time being charged by
bankers in Adelaide.
14. AUTHORISATION OF ACCOUNTS:
All
accounts shall be presented to and passed for payment at a
Guiding Committee meeting, and full details of all such
approvals shall be entered in the Minute Book.
15. AUDIT:
a. The auditor or auditors shall be appointed a the
Annual Gneral Meeting, subject to approval by Shri
Guru Maharaj Ji. They shall examine all accounts,
vouchers, receipts, books etc., and furnish a report
thereon to the members at the Annual Meeting. Audits
shall be conducted at regular internals of not more
than twelve months.
b. An auditor shall not be a member of or closely
related to a member of the Guiding Committee.
16. MINUTES:
The
Guiding Committee shall cause minutes to be made
a. Of all appointements of office-bearers, trustees or
auditors;
b. Of the names of members of the Committee present at
all meetings of the Mission and of the Committee;
c. Of all proceedings at all meetings of the Mission
and of the Committee;
Such minutes shall be signed by the Secretary at the meeting
where the proceedings were held or at the next succeeding
meeting.
17. TRUSTEES:
a. Three Trustees shall be appointed by the Guiding
Committee, subject to approval by Shri Guru Maharaj
Ji.
b. All property of whatever kind belonging to the
Mission shall be vested in the Mission and they it
shall have custody of all deeds and documents of title
relating to the property of the Mission and shall be
responsible for the same and shall deal with and
dispose of all property of the Mission whether real or
personal for the time being vested in it and the
income thereof in accordance with the direction of the
Guiding Committee provided that such directions are
not in violation of the trusts upon which the property
is held.
18. DISSOLUTION:
a. The Mission shall be dissolved in the event of
membership of less than three persons of upon the vote
of a three-fourths majority of members present at a
Special General Meeting to consider such a
question.
b. Upon a resolution being passed in accordance with
paragraph (a) of this rule, all assets and funds of
the Mission on hand shall, after payment of all
expenses and liabilities, be handed over to such
registered or exempted charities as a simple majority
of the members at the Special General Meeting so
convened, or a subsequent Special General Meeting, may
decide. No assets or funds shall be given to any
individual or his family, whether he is a member or
not.
19. AMENDMENT OF RULES:
These
rules may be amended by a resolution passed by a two-thirds
majority of members present at any Annual General Meeting at
which notice of the proposed amendment shall have been
given, or at a Special General Meeting convened for such a
purpose, provided that approval is received from Shri Guru
Maharaj Ji, AND provided that the Deputy Commissioner of
Taxation shall be notified of the amendment by
letter.
20. NOTICE BY POST:
A
notice may be given to any member either personally or by
sending it by post to him at his address registered with the
Mission, or if he has no registered address to the place of
abode of the member last known to the Guiding Committee.
Where a notice is sent by post, service of the notice shall
be deemed to be effected by properly addressing, pre-paying
and posting a letter or an envelope containing the notice
and to have been effected, in the case of the notice of a
meeting, on the day after the date of its posting, and in
any other case the time at which the letter would be
delivered in the ordinary course of post.
The
constitution of Divine Light Mission was amended in 1993. In
addition to the original constitution of Divine Light
Mission, which still stands, the subsequent amendments took
effect from 26th February 1993.
In summary this amendment
1.
Institutes a name change from Divine Light Mission to Elan
Vital Incorporated
2. Adds a fundamental object (presumably to underpin the
objects of Divine Light Mission)
3. Adds a number of aims
4. states the legal status
5. Further categorises the membership into two types,
"regular" and "associate"
6. Sets up a board of directors
7. Sets out provisions for income and property
8. Sets out some financial practices
9. Specifies when to use the company seal
10. Sets out date guidelines and the business to be
discussed at the Annual General Meeting, or Special General
Meeting of Regular Members of Elan Vital
11. Changes the way constitutional amendments can be
made
12. Changes the wording of dissolution of the
organization
13. Changes the 'Notice by Post' clause to include facsimile
transmissions.
The
amendments to the Divine Light Mission constitution are an
alteration to its rules, and are designated "Annexure A" to
the original constitution. These rule changes are as
follows
1.
NAME:
The
name of the organization shall be "Elan Vital Incorporated",
hereinafter referred to as "Elan Vital".
2. FUNDAMENTAL OBJECT:
The
Fundamental Object of Elan Vtal shall be to promote the
principles and teachings of Prem Pal Singh Rawat and to
advance public education in the understanding and
realization of human potential through self-knowledge based
upon the teachings of Prem Pal Singh Rawat.
3. AIMS:
Further
to Elan Vital's Fundamental Object, it shall, at the
direction of the Board of Directors:
i. Provide the facilities and an environment conducive to
learning and personal development;
ii. Promote and encourage activities and projects that will
benefit the community;
iii. Provide facilities for and organize meetings,
conferences and conventions;
iv. Support benevolent and charitable activities and
organisations
v. Sponsor tours by speakers or lecturers;
vi. Publish and distribute literature and audio-visual
materials;
vii. In pursuance of these Aims, it may;
a) Establish offices information centres and
communication systems;
b) Train and maintain staff, employees and
volunteers;
c) Promote educational activities and establish
facilities for this purpose;
d) Support and receive support from, organizations
wherever located which have similar objectives to those
of Elan Vital;
e) Engage in commercial activity, provided the profits
from these are not for the gain of any individual and are
applied to Elan Vital's Fundamental Object and Aims;
f) Act as a trustee for any other organization not
established for the material gain of individuals;
g) Borrow, loan and invest money and solicit
donations;
h) Register foreign companies and appoint officers and
agents;
i) Advertise for any or all of the above aims;
j) Do all such things as are incidental or conducive to
the attainment of the Fundamental Object and Aims and the
exercise of the powers of Elan Vital
4. LEGAL STATUS:
By
virtue of its incorporation in South Australia under the
Associations Incorporation Act, 1956-1965, Elan Vital shall
be a body corporate with:
i. Perpetual succession;
ii. The use of a common seal;
iii. The ability to sue and be sued in its corporate
name;
iv. The ability to acquire, hold, deal with, and dispose of,
any real or personal property;
v. The ability to make contracts;
vi. The liability of members to creditors of Elan Vital
shall be limited to nil;
vii. The ability to do and suffer all such other acts and
things which an association incorporated under the
Association Incorporation Act (South Australia) may do and
suffer including those things set forth in this
Constitution
5.
MEMBERSHIP:
There
shall be two classes of members of Elan Vital:
i. Regular member:
a) Persons entitled to vote at Annual General Meetings
and Special General Meetings of Elan Vital under this
amended Constitution shall be appointed and removed by a
two-thirds majority of all persons registered with Elan
Vital as Regular Members whether such registered persons
are present personally, by proxy or by written
notification, at any Annual General or Special General
Meetings.
b) No person other than a properly appointed Regular
Member shall be entitled to attend or vote at any Annual
General or Special General Meeting.
c) A register of all Regular Members shall be kept at the
Elan Vital National Office by the National Director.
d) A person wishing to become a Regular Member
shall;
I. Apply in writing signed by the applicant
personally; and
II. Lodge the application with the National Director
of Elan Vital.
e) Each application for Regular Membership shall be
considered at the earliest Annual or Special General
Meeting. Acceptance of the application will be at the
discretion of the Regular Members.
f) A Regular Member may resign at any time from Elan
Vital by delivering a signed, written notice of
resignation to the National Director, whereupon that
Member's name shall be removed from the Register.
g) A person shall cease to be a Regular Member by reason
of that person's death, bankruptcy, insolvency,
resignation, insanity, removal in accordance with this
Constitution, or failure to attend three consecutive
Annual and/or Special General Meetings of Regular
Members, whereupon that Member's name shall be removed
from the Register.
h) In the event the number of Regular Members registered
as such with the National Director becomes less than
three the Board shall appoint an additional Regular
member and call a special General Meeting to ratify the
appointment.
ii. Associate Member: Persons who fulfill the requirements
for associate membership as set out by the Board. The
appointment and removal of associate members and their
rights and privileges shall be at the discretion of the
Board.
6. DIRECTORS
i. The affairs of Elan Vital and all its property, finances
and activities shall be managed by the Board of Directors,
hereinafter referred to as "the Board".
ii. The members of the Board shall be appointed, from
amongst the Regular Members of Elan Vital, and removed at
Any Annual General or Special General Meeting of Regular
Members.
iii. The Board shall consist of a minimum of three and
masimum of five persons, and shall include a National
Director, Treasurer and Administrative Secretary and any
other person or persons appointed.
iv. The term of office of each member of the Board shall be
three years from the date the appointment became effective
provided that any Annual General or Special General Meeting
of Regular Members may remove any member of the Board at any
time and my reappoint any member of the Board for further
terms of three years.
v. Any member of the Board may resign at any time by giv ing
notice in writing to any other member of the Board.
vi.
a)
The Board may meet together fo the dispatch of any
business and adjourn or otherwise appoint and regulate
its meetings as it sees fit provided such regulations do
not contravene the provisions of this Constitution
b) The Board shall be chaired by the National Director
and in his or her absence by any director so appointed by
the remainder of the Board
c) A quorum shall consist of a simple majority of
membersof the Board then in office and no business shall
be transacted unless a quorum is present.
d) Meetings may be convened by telephone conference call
insofar as such meetings are properly convened and
recorded.
e) All questions arising at any meeting of the Board
shall be determined by a majority of members of the Board
present at any properly convened meeting.
f) Meetings of the Board may be convened by the National
director or any tow of its members.
g) Notice of every meeting of the Board shall be given to
all members of the Board withing 3 days of the proposed
meeting.
h) Any question may be determined without a meeting of
the Board by the unanimous assent of the Board to a
written resolution circulated among the members for their
respective signatures. Any 2 or more separate documents
containing resolutions in identical terms signed by one
or more of the members shall be deemed to constitute one
document containing the resolutions in those
terms.
vii. The Board shall appoint a Public Officer of Elan Vital
for the purposes of the Associations Incorporation Act
(South Australia) 1985.
viii. The Board may appoint and dismiss officers, agents,
and regional directors to administer Elan Vital in any State
or Territory of the Commonwealth of Australia and shall have
power to delegate appropriate powers to such officers,
agents or regional directors.
ix. The Board shall cause minutes to be made:
a) Of all appointments, removals and resignations of
officers, agents and regional directors; and
b) Of all proceedings and resolutions that it deems
significant at meetings of the Board.
x. A member of the Board who is interestedin any contract or
arrangement made or proposed to be made with Elan Vital
shall disclose his interest at the first Board meeting at
which it is taken into consideration; no member shall vote
at at Board meeting in respect of any contract or
arrangement in which he is interested, and if he does vote
his vote shall not be counted.
xi.
a)
The office of a member of the Board of Directors of Elan
Vital shall become vacant if the member dies or becomes a
bankrupt or insolvent person or person of unsound mind or
resigns or fails, without leave granted by the Board, to
attend three consecutive meetings of the Board.
b) Any vacancy created may be filled by the Board and the
member so appointed shall hold office until the next
meeting of Regular Members following the date of his
appointment.
xii.
The Board shall be responsible for ensuring that Elan Vital
complies with the requirements under the Associations
Incorporation Act (South Australia) 1985.
7. INCOME AND PROPERTY:
The
Income and Property of Elan Vital, however derived, shall be
applied solely towards the promotion of the Objects and Aims
of Elan Vital, and no portion thereof shall be paid of
transferred, directly or indirectly, by dividend, bonus or
otherwisek to any member of Elan Vital, except as fiar
remuneration for goods or services rendered or premises
leased or out-of-pocket expenses.
8. FINANCES:
i. All matters pertaining to the finances of Elan Vital
shall be managed by the Treasurer and his "assistants', at
the Board's direction.
ii. True accounts shall be kept in respect of:
a) All monies received and expended by Elan Vittal and
the matter in respect of which the receipt or expenditure
takes place:
b) The property, credits and liabilities of Elan
Vital;
iii. The financial year shall terminate on December 31 until
otherwise determined by the Board:
iv. Audit:
a) The Board of Directors may appoint an auditor who
shall not be a member or related to a member of the Board
to examine Elan Vital's books;
b) The audit shall be carried out at such times as the
Board determines;
c) The auditor shall be a responsible adult person of
good character and reputation, and he shall not be a
Director or related to a Director, however his duties as
auditor shall be regulated by Section 6 clause (x) of
this Consitution, as if he were a Director. He shall
cease to be auditor if he dies of becomes bankrupt or
insolvent or of unsound mind or he resigns.
d) The treasurer shall cause to be delivered to the
auditor a list of all the accounts, books and records of
Elan Vital, prior to the audit;
e) The auditor may examine or demand information from the
servants, members or Directors of Elan Vital in relation
to the performance of his duties as auditor.
v. The Directors and Officers of Elan Vital shall be
indemnified out of the assets of Elan Vital against any
liability arising out of the execution of the duties of
their respective offices incurred by any of thm in definding
any proceedings, whether civil or criminal, in which
judgement is given in their favour or in which they are
acquitted, or in connection with any application in which
relief is granted to them by the Cournt in respect of any
negligence, default, breach of duty or breach of
trust.
9. COMMON SEAL:
i. The Seal of Elan Vital shall be in the form of a rubber
stamp, inscribed with the name of Elan Vital encircling the
words "Common Seal".
ii. The Seal of Elan Vital shall not be applied to any
instrument except, by the written authority of a member of
the Board of Directors.
iii. The affixing of the Seal of Elan Vital shall be
accompanied by the words "The Common Seal of Elan Vital Inc
was hereunto affixed in the presence of " and shall be
attested by the signature of any member of the Board,
regional director, agent or public officer duly authorized
as aforesaid.
10. MEETING OF VOTING MEMBERS
i. There shall be an Annual General Meeting of the Regular
Members of Elan Vital to be held in the month of January in
each year unless determined otherwise but in any event
within fifteen calendar months of the past preceding Annual
General Meeting.
ii. The business to be transacted at every Annual General
Meeting shall be:
a) Presentation of Elan Vital's annual financial records
and balance sheet of the preceding year;
b) Amendments to the Constitution;
c) Appointment and/or removal of Regular Members of Elan
Vital;
d) Appointment and/or removal of any member of the Board
of Directors and or any other office-holder
e) Administrative, financial and related recommendations
and resolutions;
f) Questioning of members of the Board and
office-holders
g) Statements from individual members
iii. A Special General Meeting of Regular Members may be
called at any time by the National Director or on the
request of two or more Regular Members to deal with any of
the above matters. A Special General Meeting shall be run
under the same conditions and rules as the Annual General
Meeting except that no business shall be dealt with at any
Special General Meeting of which notice has not been given
to all Regular Members.
iv.
a) All Regular Members of Elan Vital shall be entitled to
attend all Annual and Special General Meetings of Regular
Members and each Member shall be given at least fourteen
days notice of each meeting provided that a defect in
notice of any meeting may be waived at the meeting by the
unanimous consent of all registered Regular Members.
b) A member may vote upon any resolution in person or byt
proxy or by written notification signed and dated by that
person indicating his attitude to any business to be
considered by the meeting.
c) A quorum at all meetings shall consist of a simple
majority of all registered Regular Members whether
present personally, by proxy, or by written
notification.
d) Except as otherwise provided in this Constitution, all
questions arising at any meeting shall be determined by a
simple majority of Regular Members present whether
personally, by proxy, or by written notification, and
each member shall have one vote (except where otherwise
stated in this Constitution)
e) All meetings shall be chaired by the National Director
or in his or her absence by any Director appointed by the
remainder of the Board. Resolutions put to the bote shall
be decided on a show of hands.
f) The Chairperson shall cause minutes to be recorded
showing how all proceedings were voted upon and the entry
shall be conclusive evidence of the fact.
v. The Chairperson may, with the consent of a majority of
members present personally, and shall if so directed by the
meeting, adjourn the meeting from time to time and from
place to place. When a meeting is adjourned notice of the
adjouned meeting shall be given as in the case of an
original meeting.
vi. The instrument appointing a proxy shall be in the
following or similar written form and under the hand of the
member appointing the proxy:
ELAN VITAL INC
"I, …………………….. of
…………………………………………………………………
being a member of Elan Vital Inc, hereby appoint
………………….. or failing him,
……………….. of
…………………. As my proxy to
vote for me on my behalf at the (Annual or Special as the
case may be) General Meeting of Elan Vital to be held on the
……….day of ………… 19
…. And at any adjournment thereof.
My proxy is hereby authorized to vote "in favour of/
against" the following resolutions:
Signed
this ….day of …….19…….
Note!: In the event of the member desiring to vote for or
against any resolution he shall instruct his proxy
accordingly. Unless otherwise instructed, the proxy may vote
as he thiniks fit.
11. CONSTITUTIONAL AMENDMENTS:
This
Constitution may be amended from time to time by resolution
of a two-thirds majority of all Regular Members, whether
present personally or by proxy or by written notification,
at any Annual General Meeting of Special General Meeting.
The Public Officer shall ensure that all relevant
authorities, Governmental or otherwise, shall be informed of
any amendments to the Constitution.
12. WINDING-UP
i. The incorporated Elan Vital shall be wound up in the
manner prescribed by the Associations Incorparations Act
(South Australia) 1985 and the Regulations thereunder, by a
resolution passed bby a two-thirds majority of all Regular
Members whether present personally, by proxy or by written
notification at any Annual or Special General Meeting;
ii. Upon the winding up of the Incorporated Elan Vital all
assets funds and holdings of Elan Vital on hand shall, after
the payment of all expenses and liabilities, be distributed
to any non-profit, religious, educational or charitable
organization or organizations decided upon at an Annual or
Special General Meeting or Regular Members.
13. NOTICE BY POST:
A
notice may be given to any Regular Member personally, by
facsimile, or by sending it by post to him at his last known
address of if his address is unknown, then to the place of
abode lastknown to the Elan Vital administration.
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