Our Constitution – Companions in the Ministry of the Ignatian Spiritual Exercises Inc

SECTION A – PERSONS

1. The Name

The name of the association shall be the “Companions in the Ministry of the Ignatian Spiritual Exercises Incorporated” (hereinafter referred to as Companions).

2. The Vision of Companions

Companions is a professional association in Australasia of Givers of the Spiritual Exercises of Saint Ignatius. We are first and foremost members of a community bound together through a commitment to our ministry and to the support of each other. We provide those engaged in this ministry the opportunity to enhance their understanding and practice of Ignatian spirituality. The Ignatian way of proceeding is the foundation of our ministry and governance.

3. The Mission of Companions

The Mission of Companions is to promote a community of consolation which provides support in the Australasian region for givers of the Ignatian Spiritual Exercises and for students studying to become givers of the Ignatian Spiritual Exercises. Companions seeks to be attentive to the ways in which the ministry is evolving in response to the needs of the contemporary world, and to embrace these new expressions. Companions sets standards for the formation of givers of the Ignatian Spiritual Exercises. Companions sets a code of ethics for givers of the Ignatian Spiritual Exercises and provides ongoing formation for those involved in giving the lgnatian Spiritual Exercises.

4. The Patron of Companions

The Patron of Companions shall be the Provincial of the Society of Jesus for the time being of the Australian Province.

5. The Activities of Companions
Grounded in the Ignatian way of proceeding, Companions:

(a) Convenes an annual conference of members, and other gatherings, for education, sharing, encouragement and networking.
(b) Organises opportunities for ongoing formation for men and women engaged in the ministry of giving the Exercises.
(c) Invites, encourages and mentors new givers of the Exercises.
(d) Communicates regularly with members and gives access to electronic newsletters and articles on Ignatian spirituality.
(e) Supports those engaged in research and writing on the Spiritual Exercises.
(f) Provides an incorporated association of spiritual directors in the Ignatian tradition and givers of the Spiritual Exercises.
(g) Provides a nationally recognized set of standards for the formation of spiritual directors in the Ignatian tradition and givers of the Spiritual Exercises, based on those set by the Australian Ecumenical Council for Spiritual Direction.
(h) Sets a code of ethics for spiritual directors in the Ignatian tradition and givers of the Spiritual Exercises. Members of Companions are also expected to comply with the Australian Ecumenical Council for Spiritual Direction Code of Ethics.
(i) Encourages networking opportunities.

6. The Membership of Companions

(a) Application for membership be made to the Committee in the form prescribed by the Committee.
(b) Upon application, a person shall be recognized as a Giver of the Full Spiritual Exercises and Ignatian Spiritual Director Member of Companions by meeting the following criteria and as may be adopted by the Committee from time to time:

(i) The person has completed the full Spiritual Exercises, either as an enclosed 30-day retreat, or a 30-week retreat in daily life.
(ii) The person has completed a formation program that meets the Standards for the Formation of Givers of the Ignatian Spiritual Exercises and is actively involved in the ministry of giving the Spiritual Exercises.

(iii) The person seeks and is granted Recognition of Prior Learning (RPL), for formation and involvement in the ministry of giving the Spiritual Exercises, or the person demonstrates equivalent competence.

(c) Upon application, a person shall be recognized as an Ignatian Spiritual Director Member of Companions by meeting the following criteria and as may be adopted by the Committee from time to time:

(iii) The person seeks and is granted Recognition of Prior Learning (RPL), for formation and involvement in the ministry of giving spiritual direction in the Ignatian tradition, or the person demonstrates equivalent competence.

(d) Upon application, a person shall be recognized as a Student Member who is currently enrolled in a formation program that meets the Standards for the Formation of Givers of the Ignatian Spiritual Exercises in preparation for involvement in this ministry.
(e) Upon application, a person shall be recognized as a Giver of the First Spiritual Exercises (FSE) Member who can demonstrate they have completed the FSE national Givers’ certification training program.
(f) Upon application, a person shall be recognized as an Associate Member who lives out of the Spiritual Exercises as a way of life, and has regular experience of the Ignatian tradition, e.g. annual eight-day retreats.
(g) Upon approval of an application for membership, a member shall abide by the Code of Ethics for Givers of the Spiritual Exercises.
(h) Companions members, as prescribed in 6 (b), (c) and (e) have voting rights.

(i) Upon acceptance of an application for membership a member shall pay a joining and membership fee, and thereafter membership fees shall be payable annually or on such dates as Companions determines from time to time. The amount of the membership fee

(i) shall be determined by the Companions Committee annually and may be lowered based on an individual members request.
(ii) Any member may apply for their subscription to be waived or varied. The application for the waiver or variation shall be in writing addressed to the Companions Committee who shall consider the application in confidence and seek such further information that it may require to decide the matter.
(iii) The Companions Committee shall notify the member of the outcome of the application with or without conditions.

Register of Members

(j) The Secretary must keep and maintain a register of members that includes –

(i) for each current member –

• the member’s name;
• the address for notice last given by the member;
• the date of becoming a member;
• if the member is an associate member, a note to that effect;
• any other information determined by the Committee; and

(ii) for each former member, the date of ceasing to be a member.

(k) Any member may, at a reasonable time and free of charge, inspect the register of members.

Note
Under section 59 of the Act, access to the personal information of a person recorded in the register of members may be restricted in certain circumstances. Section 58 of the Act provides that it is an offence to make improper use of information about a person obtained from the Register of Members.

7. The Student Members of Companions

(a) Upon application, a person shall be recognized as a Student Member who is currently involved in a formation program for givers of the Spiritual Exercises.
(b) Application for Student Membership of Companions shall be made to the Committee in the form prescribed from time to time by the Committee.
(c) Upon acceptance of an application for student membership a member shall pay a membership fee, and thereafter annually.
(d) A Student Member shall have no voting rights.
(e) A Student Member shall abide by the Code of Ethics for Givers of the Spiritual Exercises.

8. The Associate Members of Companions

(a) Application for associate membership of Companions shall be made to the Committee in the form prescribed from time to time by the Committee.
(b) Upon application, a person shall be recognized as an Associate Member of Companions by meeting the following criteria and such further criteria as the Companions Committee may from time to time determine:

(i) person having a regular experience of the Spiritual Exercises, such as an annual eight-day retreat or something similar;
(ii) a person living out of the Spiritual Exercises as a way of life;
(iii) an Associate Member is not required to have made the full Spiritual Exercises to become a member of Companions;

(c) Upon approval of an application for an associate membership of Companions, an Associate Member shall abide by the Code of Ethics for Givers of the Spiritual Exercises and as amended from time to time.
(d) An Associate Member shall have no voting rights.

9. Resigning as a Member

(a) A member may resign by notice in writing given to the Association.

Note
Rule 74(3) sets out how notice may be given to the association. It includes by post or by handing the notice to a member of the committee.

(b) A member is taken to have resigned if –

(i) the member’s annual subscription is more than 12 months in arrears; or
(ii) where no annual subscription is payable –

• the Secretary has made a written request to the member to confirm that he or she wishes to remain a member; and
• the member has not, within 3 months after receiving that request, confirmed in writing that he or she wishes to remain a member.

10. The Committee of Companions

(a) Function
The Committee shall be the governing body of Companions and, accordingly, shall be responsible for the development and implementation of the Apostolic Plan and for the management and conduct of the affairs of Companions. The Committee shall have the power to employ a person or persons at a remuneration and upon such terms and conditions determined by the Committee.
(b) Composition
The Committee shall comprise no fewer than five and no more than nine members of the Companions.
(c) Office Bearers of Companions
The Committee shall elect from among its members a President of the Committee, two Vice-Presidents, a Secretary and a Treasurer.
(i) It shall be the duty of the President (and in his or her absence one of the Vice Presidents) to preside at meetings of the Committee.
(ii) It shall be the duty of the Secretary to keep minutes of all proceedings at Committee meetings and General meetings and to undertake such other duties as may be determined by the Committee from time to time.
(iii) 1. The Treasurer of Companions shall –
• collect and receive all moneys due to Companions and make all payments authorised by Companions; and
• keep correct accounts and books showing the financial affairs of Companions with full details of all receipts and expenditure connected with the activities of Companions.
2. All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by at least one member of the Committee and one other member nominated by the Committee from time to time.
3. The funds of Companions shall be derived from Annual Membership Fees, donations and such other sources as the Committee may determine from time to time.

SECTION B – ACTIONS
The Actions of Companions, as stated in 11-24 below, will be grounded in the Ignatian way of proceeding.

11. Meetings

(a) Annual General Meeting

(i) The Committee may determine the date, time and place of the Annual General Meeting of Companions.
(ii) The notice convening the Annual General Meeting must specify that the meeting is an Annual General Meeting.
(iii) The ordinary business of the Annual General Meeting shall be –

• to confirm the minutes of the previous Annual General Meeting and of any general meeting held since that meeting; and
• to receive from the Committee reports upon the transactions of the
• Companions during the last preceding financial year; and
• to elect officers of Companions and the ordinary members of the Committee; and to receive and consider the statement submitted by Companions in accordance with Section 30(3) of the Act.

(iv) The Annual General Meeting may conduct any special business of which notice has been given in accordance with these Rules.

(b) Special General Meeting

(i) In addition to the Annual General Meeting, any other general meeting may be held in the same year.
(ii) All general meetings other than the Annual General Meeting are Special General Meetings.
(iii) The Committee may, whenever it thinks fit, convene a Special General Meeting of Companions.
(iv) If, but for this sub-rule, more than 15 months would elapse between Annual General Meetings, Companions must convene a Special General Meeting before the expiration of that period.
(v) The Committee must, on the request in writing of members representing not less than 20 per cent of the total number of members, convene a Special General Meeting of Companions.
(vi) A request for a Special General Meeting must-

• specify particulars and agenda of the meeting; and
• be signed by the members requesting the meeting; and
• be sent to the Secretary.

(vii) If the Committee does not cause a Special General Meeting to be held within two months after the date on which the request is sent to the address of the Secretary, the members making the request, or any of them, may convene a Special General Meeting to be held not later than two months after that date.
(viii) If a Special General Meeting is convened by members in accordance with the preceding rule [11 (b)(vii)], then all reasonable expenses incurred in convening the Special General Meeting shall be refunded by Companions to the members incurring the expenses.

12. Special business
All business that is conducted at a Special General Meeting and all business that is conducted at the Annual General Meeting, except for business conducted under the Rules as ordinary business of the Annual General Meeting, shall be deemed to be special business.

13. Notice of General Meetings

(a) The Secretary of Companions, at least 14 days, or if a special resolution has been proposed at least 21 days, before the date fixed for holding a general meeting of Companions, must cause to be sent to each member of Companions, a notice specifying the place, date and time of the meeting and the particulars and agenda of the business to be conducted at the meeting.
(b) Notice may be sent –

(i) by prepaid post to the address appearing in the register of members; or
(ii) by facsimile transmission or electronic transmission.

(c) No business other than that set out in the notice convening the meeting may be conducted at the meeting.
(d) A member intending to bring any business before a meeting may notify in writing, or by email transmission, the Secretary of that business, who must include that business in the notice calling the next general meeting.

14. Use of Technology

(a) A member not physically present at a general meeting may be permitted to participate in the meeting by the use of technology that allows that member and the members present at the meeting to clearly and simultaneously communicate with each other.
(b) For the purposes of this Part, a member participating in a general meeting as permitted under sub-rule (a) is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person.

15. The Conduct of General Meetings

(a) Quorum at General Meetings

(i) No item of business may be conducted at a general meeting unless a quorum of members entitled under these Rules to vote is present at the time when the meeting is considering that item.
(ii) 10% of the paid-up Members personally present (being members under these Rules eligible to vote at a general meeting) constitute a quorum for the conduct of the business of a general meeting.
(iii) If, within half an hour after the appointed time for the commencement of a general meeting, a quorum is not present–

• in the case of a meeting convened upon the request of members – the meeting shall be dissolved; and
• in any other case – the meeting shall stand adjourned to the same day in the next week at the same time and (unless another place is specified by the Chairperson at the time of the adjournment or by written notice to members given before the day to which the meeting is adjourned) at the same place.

(iv) If at the adjourned meeting the quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members personally present (being not less than 5% of the Members in the Register Book) shall be a quorum.

(b) Chairperson
The President of Companions shall preside at every general meeting and, in the absence of the President, a Vice-President shall preside. In the absence of the President and both the Vice-Presidents, the meeting shall elect a chairperson from among the Committee members.
(c) Voting and Manner of determining whether a resolution is carried

(i) Resolutions (other than special resolutions as that term is defined in Section 35 of the Act) must be carried by a simple majority of the members present and voting in person, by participating in the meeting by use of technology through video or phone conferencing or by proxy at any meeting. In the case of any equality of votes the Chairperson shall not have a casting vote. No member shall be entitled to vote at any meeting or to exercise a proxy vote unless all moneys payable by a member to Companions for the current year have been paid.
(ii) If a question arising at a General Meeting of Companions is determined on a show of hands –

1. a declaration by the Chairperson that a resolution has been –

• carried; or
• carried unanimously; or
• carried by a particular majority; or
• lost; and

2. an entry to that effect in the minute book of Companions is evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.

(d) Proxy

(i) Each member is entitled to appoint another member as a proxy by notice given to the Secretary no later than the day before the time of the meeting in respect of which the proxy is appointed.
(ii) The notice appointing the proxy must be –

• for the meeting of Companions convened under Rule 11 (a) in the form set out in Appendix 1; or
• in any other case, in the form set out in Appendix 2.

(e) Minutes of Companions
The President shall cause minutes of all meetings to be kept. These minutes shall be signed and shall be evidence that the meeting was duly convened and held and that the matters recorded in the minutes took place.

16. Finances

(a) Source of Funds
The funds used by Companions in furthering the objects of Companions may be derived from membership fees, donations, proceeds from sales and proceeds from registrations levied in respect of any other activities conducted by Companions for the promotion of the objects of Companions together with any income which may be derived from the investment of the said funds from time to time. Companions shall be empowered to borrow or raise money for any specific activity or project of Companions. However, the Committee shall not borrow any amount exceeding $5,000.00 without the approval of a majority of the members at an Annual General Meeting or Special Meeting. All funds derived by or in the name of the Companions shall be credited-to an account of Companions as approved by the Committee.

(b) Use of Funds
No profits from any activity conducted by Companions shall be distributed by way of dividend or otherwise to the members of Companions, but such profits shall be applied by Companions wholly towards the purpose of Companions always provided that nothing contained herein shall prevent Companions authorizing the payment of reasonable and proper remuneration to any officer or employee of Companions in return for any authorized services rendered to Companions.
(c) Accounts and audits
The Committee shall ensure that proper books of accounts are kept with respect to the financial affairs of Companions. The Committee may cause such books of account to be independently audited each year by an individual or firm being a member of the Australian Society of Accountants or of the Institute of Chartered Accountants in Australia (unless Companions shall become a “prescribed group” within the meaning of the Act).
(d) Cheques
All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by at least one member of the Committee and one other member nominated by the Committee from time to time.

17. Discipline, suspension and expulsion of members

(a) Subject to these Rules, if the Committee is of the opinion that a member has refused or neglected to comply with these Rules, or has been guilty of conduct unbecoming a member or prejudicial to the interests of Companions, the Committee may resolve to –

(i) suspend that member from membership of Companions for a specified period; or
(ii) expel that member from Companions.

(b) A resolution of the Committee under sub-rule 17 (a) does not take effect unless:

(i) at a meeting held in accordance with sub-rule 17 (c), the Committee confirms the resolution; and
(ii) if the member exercises a right of appeal to Companions under this rule,
(iii) Companions confirms the resolution in accordance with this rule.

(c) A meeting of the Committee to confirm or revoke a resolution passed under sub rule (a) must be held not earlier than 14 days, and not later than 28 days, after notice has been given to the member in accordance with sub-rule (d).

(d) For the purposes of giving notice in accordance with sub-rule (c), the Secretary must, as soon as practicable, cause to be given to the member a written notice:

(i) setting out the resolution of the Committee and the grounds on which it is based, and
(ii) stating that the member, or his or her representative, may address the Committee at a meeting to be held not earlier than 14 days and not later than 28 days after the notice has been given to that member; and
(iii) stating the date, place and time of that meeting; and
(iv) informing the member that he or she may do one or both of the following –

• attend that meeting;
• give to the Committee before the date of that meeting a written statement seeking the revocation of the resolution;

(v) informing the member that, if at that meeting, the Committee confirms the resolution, he or she may not later than 48 hours after that meeting, give the Secretary a notice to the effect that he or she wishes to appeal to Companions in general meeting against the resolution.

(e) At a meeting of the Committee to confirm or revoke a resolution passed under sub-rule (a), the Committee must –

(i) give the member, or his or her representative, an opportunity to be heard; and
(ii) give due consideration to any written statement submitted by the member; and
(iii) determine by resolution whether to confirm or to revoke the resolution.

(f) If at the meeting of the Committee, the Committee confirms the resolution, the member may, not later than 48 hours after that meeting, give the Secretary a notice to the effect that he or she wishes to appeal to Companions in a general meeting against the resolution.
If the Secretary receives a notice under sub-rule 17 (f), he or she must notify the Committee and the Committee must convene a general meeting of Companions to be held within 21 days after the date on which the Secretary received the notice.
(g) At a general meeting of Companions convened under sub-rule 17 (g) –

(i) no business other than the question of the appeal may be conducted; and
(ii) the Committee may place before the meeting details of the grounds for the resolution and the reasons for the passing of the resolution; and
(iii) the member, or his or her representative, must be given an opportunity to be heard; and
(iv) the members present must vote by secret ballot on the question whether the resolution should be confirmed or revoked.

(h) A resolution is confirmed if, at the general meeting, not less than two-thirds of the members vote in person, or by proxy, in favour of the resolution. In any other case, the resolution is revoked.

18. Disputes and mediation

(a) The grievance procedure set out in this rule applies to disputes under these Rules between

(i) a member and another member; or
(ii) a member and Companions.

(b) The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within 14 days after the dispute comes to the attention of all of the parties.
(c) If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, then the parties must, within 10 days, hold a meeting in the presence of a mediator.
(d) The mediator must be –

(i) a person chosen by agreement between the parties; or
(ii) in the absence of agreement –

• in the case of a dispute between a member and another member, a person appointed by the Committee of Companions;
• or in the case of a dispute between a member and Companions, a person who is a qualified mediator appointed or employed by the Dispute Settlement Centre of Victoria (Department of Justice), or the equivalent body in another state or territory.

(e) A member of Companions may be a mediator.
(f) The mediator shall not be a member who is a party to the dispute.
(g) The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.
(h) The mediator, in conducting the mediation, must –

(i) give the parties to the mediation process every opportunity to be heard; and
(ii) allow due consideration by all parties of any written statement submitted by any party; and
(iii) ensure that natural justice is accorded to the parties to the dispute throughout the mediation process.

(i) The mediator must not determine the dispute.
(j) If the mediation process does not result in the dispute being resolved, the parties may seek to resolve the dispute in accordance with the Act otherwise at law.

19. Withdrawal of patronage by the Provincial of the Society of Jesus

(a) The Provincial may at any time by notice in writing withdraw his consent to act as Patron of Companions.
(b) Upon receipt of the notice referred to in paragraph (a) hereof, the Committee shall within fourteen days of the receipt notify all members of the receipt of such notice.
(c) The Provincial may direct that the notice referred to in paragraph (b) hereof shall be accompanied by a letter provided by the Provincial setting out the circumstances and reasons for the withdrawal of consent to act as Patron for Companions.
(d) Upon withdrawal of patronage by the Provincial as aforesaid the Committee shall cause this Constitution to be amended to delete this clause and clause 4.

20. Alteration of the Rules of Companions
These Rules and the Statement of Purpose may only be altered by special resolution at a general meeting of Companions.

21. Common Seal

(a) The Common Seal of Companions shall be kept in the custody of the Secretary.
(b) The Common Seal shall not be affixed to any instrument except by authority of the Committee and the affixing of the Common Seal shall be attested by the signatures of two members of the Committee.

22. Custody and Inspection of Books

(a) Custody
The Secretary shall keep in his/her custody or under his/her control all records, books and other documents and securities relating to Companions.
(b) Inspection
The records and books and other documents of Companions including without limitation the Register of Members shall be open for inspection at the principal place of administration of Companions, free of charge, by any member of Companions at any reasonable hour.
(c) Copying
A member may make a copy of any accounts, books, securities and any other relevant documents of Companions,

23. Notices

(a) Save as otherwise specified herein any notice that is required to be given to a member, by on behalf of Companions, under these Rules may be given by –

(i) delivering the notice to the member personally; or
(ii) sending it by prepaid post addressed to the member at that member’s address shown in the register of members; or
(iii) by email or facsimile transmission.

24. Winding up
In the event of the winding up or the cancellation of the incorporation of Companions, the assets of Companions must be disposed of in accordance with the provisions of the Act.

25. Interpretation
Unless the context otherwise requires, in these Rules:

(a) “the Act” shall mean the Groups Incorporation Act, 1981;
(b) “Companions” means Companions in the Ministry of the Ignatian Spiritual Exercises Incorporated;
(c) “Spiritual Exercises” shall mean the Spiritual Exercises of Saint Ignatius of Loyola;
(d) “First Spiritual Exercises” shall mean the First Spiritual Exercises (FSE);
(e) ‘Spiritual director’ shall mean a person who helps another pay attention to how God is acting, moving and speaking in their ordinary life experiences and prayer. This guidance occurs in a confidential, non-judgmental, one-to-one relationship aimed at fostering growth in relationship with God, self and others.
(f) “Constitution and/or Rules” shall mean this constitution of Companions in the Ministry of the Ignatian Spiritual Exercises Incorporated;
(g) “general meeting” shall mean Annual General Meeting or a Special General Meeting convened in accordance with these Rules;
(h) “Rules” shall mean these rules;
(i) “special resolution” shall have the meaning given to it in Section 35 of the Act;
(j) words importing any gender include every gender;
(k) headings used herein shall be for convenience only and shall not affect the interpretation of these Rules;
(l) “Committee” means the Committee of Companions as defined in Clause 9 hereof.
(m) “Members” shall mean members of Companions as defined in Clause 6.
(n) “A Student Member of Companions” means a Student Member in accordance with Rule 7.
(o) “An Associate Member of Companions” means an Associate Member in accordance with Rule 8.
(p) “Provincial” shall mean the Provincial for the time being of the Society of Jesus in Australia.