[Linux-aus] What changes?
David Newall
david at davidnewall.com
Mon May 9 02:44:18 EST 2011
Hi Donna,
I don't agree that the current constitution is unimportant. I also
disagree that we need to adopt the new model rules. As with our
original constitution, a modified version of the model or anything else
that meets the requirements of the act is okay.
Having nothing better to do this weekend I made an extensive comparison
of our constitution with the new model constitution; not to mention I
read the act and regulations to see what is required and where we are
short. We don't fall far short, and this is not surprising as our
constitution is a modified version of the previous model constitution.
To meet the requirements of the act, a constitution must address the
following matters:
* The qualifications (if any) for membership of the association.
* The register of the association’s members.
* The entrance fees, subscriptions and other amounts (if any) to be
paid by the association’s members.
* The liability (if any) of the association’s members to contribute
towards the payment of the debts and liabilities of the
association or the costs, charges and expenses of the winding up
of the association.
* The procedure (if any) for the disciplining of the association’s
members and the mechanism (if any) for appeals by members in
respect of disciplinary action taken against them.
* The mechanism for the resolution of disputes between members (in
their capacity as members) and between members and the association.
* The constitution and functions of the committee, including the
election or appointment of the committee members, the terms of
office of the committee members, the grounds on which, or reasons
for which, the office of a committee member is to become vacant,
the filling of casual vacancies occurring on the committee, and
the quorum and procedure at meetings of the committee.
* The intervals between general meetings of the association’s
members and the manner of calling general meetings.
* The time within which, and the manner in which, notices of general
meetings and notices of motion are to be given, published or
circulated.
* The quorum and procedure at general meetings of the association’s
members, and whether members are entitled to vote by proxy at
general meetings.
* The kinds of resolution that may be voted on by means of a postal
ballot.
* The sources from which the funds of the association are to be or
may be derived.
* The manner in which the funds of the association are to be managed
and, in particular, the mode of drawing and signing cheques on
behalf of the association.
* The custody of books, documents and securities of the association.
* The inspection by the association’s members of books and documents
of the association.
* The association’s financial year.
Ours already does most of this.
I've attached a proposal derived from our constitution which I believe
meets the requirements. It is based upon the differences between what
we have and the new model constitution. Where differences represent
something new, I've taken text from the model; status quo for most other
differences; plus the change to the financial year; plus a couple of
errors that I noticed.
I globally replaced the text "these rules" with "this constitution",
"rule" with "clause", and "ordinary member" with "ordinary committee
member". Aside from that, the following, presented diff-style,
represents all of the changes:
3a59
> Director General means the Director General of the Department of Services Technology and Administration
11,12c67,68
< the Act means the Associations Incorporation Act 1984 (NSW)
< the Regulation means the Associations Incorporation Regulation 1994 (NSW)
---
> the Act means the Associations Incorporation Act 2009
> the Regulation means the Associations Incorporation Regulation 2010
25c81
< the person is a person referred to in section 15 (1) (a) (b) or (c) of the Act and has not ceased to be a member of the association at any time after incorporation of the association under the Act or
---
> the person is a person referred to in section 6 (1) of the Act and has not ceased to be a member of the association at any time after incorporation of the association under the Act or
64c120,133
< The register of members must be kept at the principal place of administration of the association and must be open for inspection free of charge by any member of the association at any reasonable hour
---
> If a member requests that any information contained on the register about the member (other than the member’s name) not be available for inspection that information must not be made available for inspection
> The register of members must be kept in New South Wales at the principal place of administration of the association and must be open for inspection free of charge by any member of the association at any reasonable hour
> Register of committee members
> The public officer of the association must establish and maintain a register of committee members in accordance with section 29 of the Act
> The register must contain the following particulars in relation to each committee member
> the committee member’s name date of birth and residential address
> the date on which the committee member takes office
> the date on which the committee member vacates office
> such other particulars as may be prescribed by the regulations
> The register must be kept in New South Wales
> at the main premises of the association or
> if the association has no premises at the association’s official address
> Any change in the committee’s membership must be recorded in the register within one month after the change occurs
> The register must at all reasonable hours be kept available for inspection free of charge by any person
73a143,144
> If a dispute is not resolved by mediation within 3 months of the referral to a community justice centre the dispute is to be referred to arbitration
> The Commercial Arbitration Act 1984 applies to any such dispute referred to arbitration
103c174
< Subject in the case of the first members of the committee to section 21 of the Act the committee is to consist of
---
> The committee is to consist of
112a184
> Pursuant to section 28 (2) of the Act each member of the committee must be aged 18 years or more and at least 3 must ordinarily be resident in Australia
114c186
< Affiliate members are not eligible for election as office bearers of the association or as ordinary committee members
---
> Neither Affiliate members nor non members are eligible for election as office bearers of the association or as ordinary committee members
117c189
< must be delivered to the secretary of the association prior to the election of the position at the Annual General Meeting
---
> must be delivered to the secretary of the association at least 7 days before the date fixed for the holding of the annual general meeting at which the election is to take place
133a206
> In the event of a casual vacancy occurring in the membership of the committee the committee may appoint a member of the association to fill the vacancy and the member so appointed is to hold office subject to this constitution until the conclusion of the annual general meeting next following the date of the appointment
137c210
< becomes an insolvent under administration within the meaning of the Corporations Law or
---
> becomes an insolvent under administration within the meaning of the Corporations Act 2001 of the Commonwealth or
141c214,216
< is absent without the consent of the committee from 4 consecutive meetings
---
> is absent without the consent of the committee from 4 consecutive meetings or
> is convicted of an offence involving fraud or dishonesty for which the maximum penalty on conviction is imprisonment for not less than 3 months or
> is prohibited from being a director of a company under Part 2D 6 (Disqualification from managing corporations) of the Corporations Act 2001 of the Commonwealth
176c251
< Clauses (1) and (2) have effect subject to any extension or permission granted by the Director General under section 26 (3) of the Act
---
> Clauses (1) and (2) have effect subject to any extension or permission granted by the Director General under section 37 (2) (b) of the Act
183c258
< to receive and consider the statement which is required to be submitted to members under section 26 (6) of the Act
---
> to receive and consider any financial statement or report which is required to be submitted to members under the Act
203a279
> If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting the members present (being at least 3) are to constitute a quorum
213c289
< At a general meeting of the association a poll may be demanded by the chairperson and at least 3 members present in person or by proxy at the meeting
---
> At a general meeting of the association a poll may be demanded by the chairperson or at least 3 members present in person or by proxy at the meeting
216,218c292
< A resolution of the association is a special resolution
< if it is passed by a majority which comprises at least three quarters of such members of the association as being entitled under this constitution so to do vote in person or by proxy at a general meeting of which at least 21 days' written notice specifying the intention to propose the resolution as a special resolution was given in accordance with this constitution or
< where it is made to appear to the Director General that it is not practicable for the resolution to be passed in the manner specified in paragraph (a) if the resolution is passed in a manner specified by the Director General
---
> A special resolution may only be passed by the association in accordance with section 39 of the Act
223a298
> A member is not entitled to vote at any general meeting of the association if the member is under 18 years of age
226a302,304
> Postal ballots
> The association may hold a postal ballot to determine any issue or proposal (other than an appeal under clause 12)
> A postal ballot is to be conducted in accordance with Schedule 3 to the Regulation
229,230c307
< The association must effect and maintain insurance under section 44 of the Act
< In addition to the insurance required under clause (1) the association may effect and maintain other insurance
---
> The association may effect and maintain insurance
232,233c309,310
< The funds of the association are to be derived from entrance fees and annual subscriptions of members donations and subject to any resolution passed by the association in committee meeting such other sources as the committee determines
< All money received by the association must be deposited as soon as practicable into the organisation account
---
> The funds of the association are to be derived from entrance fees and annual subscriptions of members donations and subject to any resolution passed by the association in general meeting such other sources as the committee determines
> All money received by the association must be deposited as soon as practicable and without deduction to the credit of the association’s bank or other authorised deposit taking institution account
243a321,322
> An application to the Director General for registration of a change in the association’s name objects or constitution in accordance with section 10 of the Act is to be made by
> The public officer or a committee member is to make application to the Director General for registration of such changes in accordance with section 10 of the Act
251c330,334
< The records books and other documents of the association must be open to inspection free of charge by a member of the association at any reasonable hour
---
> The following documents must be open to inspection free of charge by a member of the association at any reasonable hour
> records books and other financial documents of the association
> this constitution
> minutes of all committee meetings and general meetings of the association
> A member of the association may obtain a copy of any of the documents referred to in subclause (1) on payment of a fee of not more than $1 for each page copied
254a338,354
> For the purpose of this constitution a notice may be served on or given to a person
> by delivering it to the person personally or
> by sending it by pre paid post to the address of the person or
> by sending it by facsimile transmission or some other form of electronic transmission to an address specified by the person for giving or serving the notice
> For the purpose of this constitution a notice is taken unless the contrary is proved to have been given or served
> in the case of a notice given or served personally on the date on which it is received by the addressee and
> in the case of a notice sent by pre paid post on the date when it would have been delivered in the ordinary course of post and
> in the case of a notice sent by facsimile transmission or some other form of electronic transmission on the date it was sent or if the machine from which the transmission was sent produces a report indicating that the notice was sent on a later date on that date
> Financial year
> The financial year of the association is the period of time commencing on the date of incorporation of the association and ending on the following 30 June
> Prior 2012 each period of 12 months after the expiration of the previous financial year of the association commencing on 1 July and ending on the following 30 June
> The period commencing on 1 July 2012 and ending on 30 September 2013 and
> After 2012 each period of 12 months commencing on 1 October and ending on the following 30 September
I have also attached a file showing all of the differences between the
proposed constitution and the new, model constitution.
David
-------------- next part --------------
Part 1 - Preliminary
1 - Definitions
(1) In this constitution:
* Director-General - means the Director-General of the Department of Services, Technology and Administration;
* ordinary committee member - means a member of the committee who is not an office-bearer of the association, as referred to in clause 14(2);
* life member - means a member who does not pay annual fees, but rather a 'lifetime' fee determined at the discretion of the committee;
* honorary life member - means a member who has been awarded a 'lifetime' membership for free for their contributions to the Community. This is awarded completely at the discretion of the committee;
* secretary - means:
*
o (a) the person holding office under this constitution as secretary of the association; or
*
o (b) if no such person holds that office the public officer of the association;
* special general meeting - means a general meeting of the association other than an annual general meeting
* the Act - means the Associations Incorporation Act 2009;
* the Regulation - means the Associations Incorporation Regulation 2010;
* the Association - refers to the non-profit organisation registered as Linux Australia;
* written - means either in writing or in email;
* addresses - means both email and postal address where available;
* vote - can be either by a show of hands, an email proxy vote sent to the secretary, online voting, or any method the committee chooses to define;
* present - can be physically present, or present online
(2) In this constitution:
* (a) a reference to a function includes a reference to a power, authority and duty; and
* (b) a reference to the exercise of a function includes, if the function is a duty, a reference to the performance of the duty.
(3) The provisions of the Interpretation Act 1987 apply to and in respect of this constitution in the same manner as those provisions would so apply if this constitution were an instrument made under the Act.
Part 2 - Membership
2 - Membership qualifications
(1) A person is qualified to be a normal member of the association if, but only if:
* (a) the person is a person referred to in section 6 (1) of the Act and has not ceased to be a member of the association at any time after incorporation of the association under the Act; or
* (b) the person is a natural person
*
o (i) who has been approved for membership of the association by the committee of the association.
(2) An organisation or group is qualified to be an affiliate member of the association if, but only if:
* (a) the organisation or group has an interest in the goals and objectives of the association and:
*
o (i) has applied for membership of the association as provided by clause 3; and
*
o (ii) has been approved for membership of the association by the committee of the association;
*
o (iii) has nominated at least one contact person who will act on the Affiliates behalf in matters concerning the association.
3 - Application for membership
(1) An application by a person for normal membership of the association:
* (a) must be made by the applicant in writing; and
* (b) must be lodged with the secretary of the association.
(2) As soon as practicable after receiving an application for membership, the Secretary is to approve the application or refer the application to the committee which is to determine whether to approve or to reject the application.
(3) If an application is approved, the secretary must, as soon as practicable after that determination, notify the applicant of that approval and request the applicant to pay (within the period of 28 days after receipt by the applicant of the notification) the sum payable under this constitution by a member as entrance fee and annual subscription.
(4) The Secretary must ensure all required member details are kept in a central location, and are up to date on a best effort basis.
(5) The Committee may at their discretion accept any person for Life Membership. Fees are applicable as provided by clause 8.
(6) The Committee may at their discretion grant to any Linux Community member an Honorary Life Membership at no cost to the member in recognition of their contributions to the Community.
4 - Cessation of membership
(1) A person ceases to be a normal member of the association if the person:
* (a) dies; or
* (b) resigns membership; or
* (c) is expelled from the association; or
* (d) at the time of the Annual General Meeting does not pay their annual fee as provided by clause 8. With the exception of Life Members.
(2) An organisation or group ceases to be an affiliate member of the association if that organisation or group:
* (a) winds up; or
* (b) resigns membership; or
* (c) is expelled from the association; or
* (d) at the time of the Annual General Meeting does not pay their annual fee as provided by clause 8. With the exception of Life Members.
5 - Membership entitlements not transferable
(1) A right, privilege or obligation which a person, organisation or group has by reason of being a member of the association:
* (a) is not capable of being transferred or transmitted to another person, organisation or group; and
* (b) terminates on cessation of the person, organisation or group's membership.
6 - Resignation of membership
(1) A member of the association is not entitled to resign that membership except in accordance with this clause.
(2) A member of the association who has paid all amounts payable by the member to the association in respect of the member's membership may resign from membership of the association by giving the secretary written notice. The resignation is effective at the time of confirmation of resignation notice.
(3) If a member of the association ceases to be a member under clause (2), and in every other case where a member ceases to hold membership, the secretary must make an appropriate entry in the register of members recording the date on which the member ceased to be a member.
(4) Confirmation of Resignation notice to be sent within 7 days of receiving.
7 - Register of members
(1) The public officer of the association must establish and maintain a register of members of the association specifying the name, and address(es) of each person, organisation or group who is a member of the association together with the date on which the person, organisation or group became a member.
(2) If a member requests that any information contained on the register about the member (other than the member’s name) not be available for inspection, that information must not be made available for inspection.
(3) The register of members must be kept in New South Wales at the principal place of administration of the association and must be open for inspection, free of charge, by any member of the association at any reasonable hour.
7B - Register of committee members
(1) The public officer of the association must establish and maintain a register of committee members in accordance with section 29 of the Act.
(2) The register must contain the following particulars in relation to each committee member:
(a) the committee member’s name, date of birth and residential address,
(b) the date on which the committee member takes office,
(c) the date on which the committee member vacates office,
(d) such other particulars as may be prescribed by the regulations.
(3) The register must be kept in New South Wales:
(a) at the main premises of the association, or
(b) if the association has no premises, at the association’s official address.
(4) Any change in the committee’s membership must be recorded in the register within one month after the change occurs.
(5) The register must, at all reasonable hours, be kept available for inspection, free of charge, by any person.
8 - Fees and subscriptions
(1) A member of the association must pay to the association an annual membership fee of $20 or, if some other amount is determined by the committee, that other amount:
* (a) Except as provided by paragraph (b), or (c), before the Annual General Meeting each calendar year; or
* (b) If the member becomes a member on or after six months since the conclusion of the last Annual General Meeting in any calendar year ; An annual membership of half the amount specified by the committee as per clause 8 (1), and this shall entitle them to membership until the following Annual General Meeting.
* (c) In the case of Life Membership, annual fees are not applicable.
9 - Members' liabilities
(1) The liability of a member of the association to contribute towards the payment of the debts and liabilities of the association or the costs, charges and expenses of the winding up of the association is limited to the amount, if any, unpaid by the member in respect of membership of the association as required by clause 8.
10 - Resolution of internal disputes
(1) Disputes between members (in their capacity as members) of the association, and disputes between members and the association, are to be referred to a community justice centre for mediation in accordance with the Community Justice Centres Act 1983.
(2) If a dispute is not resolved by mediation within 3 months of the referral to a community justice centre, the dispute is to be referred to arbitration.
(3) The Commercial Arbitration Act 1984 applies to any such dispute referred to arbitration.
11 - Disciplining of members
(1) A complaint may be made by any member of the association that some other member of the association:
* (a) has persistently refused or neglected to comply with a provision or provisions of this constitution; or
* (b) has persistently and wilfully acted in a manner prejudicial to the interests of the association.
(2) On receiving such a complaint, the committee:
* (a) must cause notice of the complaint to be served on the member concerned; and
* (b) must give the member at least 14 days from the time the notice is served within which to make submissions to the committee in connection with the complaint; and
* (c) must take into consideration any submissions made by the member in connection with the complaint.
(3) The committee may, by resolution, expel the member from the association or suspend the member from membership of the association if, after considering the complaint and any submissions made in connection with the complaint, it is satisfied that the facts alleged in the complaint have been proved.
(4) If the committee expels or suspends a member, the secretary must, within 7 days after the action is taken, cause written notice to be given to the member of the action taken, of the reasons given by the committee for having taken that action and of the member's right of appeal under clause 12.
(5) The expulsion or suspension does not take effect:
* (a) until the expiration of the period within which the member is entitled to appeal against the resolution concerned; or
* (b) if within that period the member exercises the right of appeal, unless and until the association confirms the resolution under clause 12 (4), whichever is the later.
12 - Right of appeal of disciplined member
(1) A member may appeal to the association in general meeting against a resolution of the committee under clause 11, within 7 days after notice of the resolution is served on the member, by lodging with the secretary a notice to that effect.
(2) The notice may, but need not, be accompanied by a statement of the grounds on which the member intends to rely for the purposes of the appeal.
(3) On receipt of a notice from a member under clause (1), the secretary must notify the committee which is to convene a general meeting of the association to be held within 28 days after the date on which the secretary received the notice.
(4) At a general meeting of the association convened under clause (3):
* (a) no business other than the question of the appeal is to be transacted; and
* (b) the committee and the member must be given the opportunity to state their respective cases orally or in writing, or both; and
* (c) the members present are to vote by secret ballot on the question of whether the resolution should be confirmed or revoked.
(5) If at the general meeting the association passes a special resolution in favour of the confirmation of the resolution, the resolution is confirmed.
Part 3 - The Committee
13 - Powers of the committee
The committee is to be called the committee of management of the association and, subject to the Act, the Regulation and this constitution and to any resolution passed by the association in general meeting;
* (a) is to control and manage the affairs of the association; and
* (b) may exercise all such functions as may be exercised by the association, other than those functions that are required by this constitution to be exercised by a general meeting of members of the association; and
* (c) has power to perform all such acts and do all such things as appear to the committee to be necessary or desirable for the proper management of the affairs of the association.
14 - Constitution and membership
(1) The committee is to consist of:
* (a) the office-bearers of the association; and
* (b) 3 ordinary committee members, each of whom is to be elected at the annual general meeting of the association under clause 15.
(2) The office-bearers of the association are to be:
* (a) the president;
* (b) the vice-president;
* (c) the treasurer; and
* (d) the secretary.
(3) Each member of the committee is, subject to this constitution, to hold office until the conclusion of the annual general meeting following the date of the member's election, but is eligible for re-election.
(4) In the event of a casual vacancy occurring in the membership of the committee, the committee may appoint a member of the association to fill the vacancy and the member so appointed is to hold office, subject to this constitution, until the conclusion of the annual general meeting next following the date of the appointment.
(5) Pursuant to section 28 (2) of the Act, each member of the committee must be aged 18 years or more, and at least 3 must ordinarily be resident in Australia.
15 - Election of members
(1) Neither Affiliate members nor non-members are eligible for election as office-bearers of the association or as ordinary committee members.
(2) Nominations of candidates for election as office-bearers of the association or as ordinary committee members:
* (a) must have the written support of 2 members of the association and the written consent of the candidate; and
* (b) must be delivered to the secretary of the association at least 7 days before the date fixed for the holding of the annual general meeting at which the election is to take place.
(3) If insufficient nominations are received, any vacant positions remaining on the committee are taken to be casual vacancies.
(4) If only one person is nominated to any one position, that person is taken to be elected to that position.
(5) If the number of nominations received exceeds the number of vacancies to be filled, a ballot is to be held.
(6) The ballot for the election of office-bearers and ordinary committee members is to be conducted at the annual general meeting in such usual and proper manner as the committee may direct.
16 – Secretary
(1) The secretary of the association must, as soon as practicable after being appointed as secretary, lodge notice with the association of his or her addresses.
(2) It is the duty of the secretary to keep minutes of:
* (a) all appointments of office-bearers and members of the committee;
* (b) the names of members of the committee present at a committee meeting or a general meeting; and
* (c) all proceedings at committee meetings and general meetings.
(3) Minutes of proceedings at a meeting must be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting.
17 - Treasurer
(1) It is the duty of the treasurer of the association to ensure:
* (a) that all money due to the association is collected and received and that all payments authorised by the association are made; and
* (b) that correct books and accounts are kept showing the financial affairs of the association, including full details of all receipts and expenditure connected with the activities of the association.
18 - Casual vacancies
(1) In the event of a casual vacancy occurring in the membership of the committee the committee may appoint a member of the association to fill the vacancy and the member so appointed is to hold office subject to this constitution until the conclusion of the annual general meeting next following the date of the appointment
(2) For the purposes of this constitution, a casual vacancy in the office of a member of the committee occurs if the member:
* (a) dies; or
* (b) ceases to be a member of the association; or
* (c) becomes an insolvent under administration within the meaning of the Corporations Act 2001 of the Commonwealth; or
* (d) resigns office by notice in writing given to the secretary; or
* (e) is removed from office under clause 19; or
* (f) becomes a mentally incapacitated person; or
* (g) is absent without the consent of the committee from 4 consecutive meetings; or
* (h) is convicted of an offence involving fraud or dishonesty for which the maximum penalty on conviction is imprisonment for not less than 3 months; or
* (i) is prohibited from being a director of a company under Part 2D 6 (Disqualification from managing corporations) of the Corporations Act 2001 of the Commonwealth.
19 - Removal of committee member
(1) The association in general meeting may by resolution remove any member of the committee from the office of member before the expiration of the member's term of office and may by resolution appoint another person to hold office until the expiration of the term of office of the member so removed.
(2) If a member of the committee to whom a proposed resolution referred to in clause (1) relates makes representations in writing to the secretary or president (not exceeding a reasonable length) and requests that the representations be notified to the members of the association, the secretary or the president may send a copy of the representations to each member of the association or, if the representations are not so sent, the member is entitled to require that the representations be read out at the meeting at which the resolution is considered.
20 - Meetings and quorum
(1) The committee must meet at least once every quarter year at such place, time and medium as the committee may determine.
(2) Additional meetings of the committee may be convened by the president or by any member of the committee.
(3) Oral or written notice of a meeting of the committee must be given by the secretary to each member of the committee at least 48 hours (or such other period as may be unanimously agreed on by the members of the committee) before the time appointed for the holding of the meeting.
(4) Notice of a meeting given under clause (3) must specify the general nature of the business to be transacted at the meeting and other business will only be transacted at the unanimous agreement of committee members present at the meeting.
(5) A committee majority constitute a quorum for the transaction of the business of a meeting of the committee.
(6) No business is to be transacted by the committee unless a quorum is present and if, within half an hour of the time appointed for the meeting, a quorum is not present, the meeting is to stand adjourned till the next meeting.
(7) At a meeting of the committee:
* (a) the president or, in the president's absence, the vice-president is to preside; or
* (b) if the president and the vice-president are absent or unwilling to act, such one of the remaining members of the committee as may be chosen by the members present at the meeting is to preside.
21 - Delegation by committee to sub-committee
(1) The committee may in writing, delegate to one or more sub-committees (consisting of such member or members of the association as the committee thinks fit) the exercise of such of the functions of the committee as are specified in the instrument, other than:
* (a) this power of delegation; and
* (b) a function which is a duty imposed on the committee by the Act or by any other law.
(2) A function the exercise of which has been delegated to a sub-committee under this clause may, while the delegation remains unrevoked, be exercised from time to time by the sub-committee in accordance with the terms of the delegation.
(3) A delegation under this section may be made subject to such conditions or limitations as to the exercise of any function, or as to time or circumstances, as may be specified in the instrument of delegation.
(4) Despite any delegation under this clause, the committee may continue to exercise any function delegated.
(5) Any act or thing done or suffered by a sub-committee acting in the exercise of a delegation under this clause has the same force and effect as it would have if it had been done or suffered by the committee.
(6) The committee may in writing, revoke wholly or in part any delegation under this clause.
(7) A sub-committee may meet and adjourn as it thinks proper.
22 - Voting and Decisions
(1) Questions arising at a meeting of the committee or of any sub-committee appointed by the committee are to be determined by a majority of the votes of members of the committee or sub-committee present at the meeting.
(2) Each member present at a meeting of the committee or of any sub-committee appointed by the committee (including the person presiding at the meeting) is entitled to one vote but, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.
(3) Subject to clause 20 (5), the committee may act despite any vacancy on the committee.
(4) Any act or thing done or suffered, or purporting to have been done or suffered, by the committee or by a sub-committee appointed by the committee, is valid and effectual despite any defect that may afterwards be discovered in the appointment or qualification of any member of the committee or sub-committee.
Part 4 - General Meetings
23 - Annual general meetings, Holding of
(1) With the exception of the first annual general meeting of the association, the association must, at least once in each calendar year and within the period of 6 months after the expiration of each financial year of the association, convene an annual general meeting of its members.
(2) The association must hold its first annual general meeting:
* (a) within the period of 18 months after its incorporation under the Act; and
* (b) within the period of 6 months after the expiration of the first financial year of the association.
(3) Clauses (1) and (2) have effect subject to any extension or permission granted by the Director-General under section 37 (2) (b) of the Act.
24 - Annual general meetings, Calling of and business at
(1) The annual general meeting of the association is, subject to the Act and to clause 23, to be convened on such date and at such place, time and medium as the committee thinks fit.
(2) In addition to any other business which may be transacted at an annual general meeting, the business of an annual general meeting is to include the following:
* (a) to confirm the minutes of the last preceding annual general meeting and of any special general meeting held since that meeting;
* (b) to receive from the committee reports on the activities of the association during the last preceding financial year;
* (c) to elect office-bearers of the association and ordinary committee members;
* (d) to receive and consider any financial statement or report which is required to be submitted to members under the Act.
(3) An annual general meeting must be specified as such in the notice convening it.
25 - Special general meetings, Calling of
(1) The committee may, whenever it thinks fit, convene a special general meeting of the association.
(2) The committee must, on the requisition in writing of at least 20 persons or 20 per cent of the total number of members (whichever is the lower number), convene a special general meeting of the association.
(3) A requisition of members for a special general meeting:
* (a) must state the purpose or purposes of the meeting; and
* (b) must be signed by the members making the requisition; and
* (c) must be lodged with the secretary; and
* (d) may consist of several documents in a similar form, each signed by one or more of the members making the requisition.
(4) If the committee fails to convene a special general meeting to be held within 1 month after that date on which a requisition of members for the meeting is lodged with the secretary, any one or more of the members who made the requisition may convene a special general meeting to be held not later than 3 months after that date.
(5) A special general meeting convened by a member or members as referred to in clause (4) must be convened as nearly as is practicable in the same manner as general meetings are convened by the committee and any member who consequently incurs expense is entitled to be reimbursed by the association for any expense so incurred.
26 - Notice
(1) Except if the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary must, at least 14 days before the date fixed for the holding of the general meeting, cause to be sent by written notice to each member at the member's preferred address appearing in the register of members, a notice specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting.
(2) If the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary must, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be sent to each member in the manner provided in clause (1) specifying, in addition to the matter required under clause (1), the intention to propose the resolution as a special resolution.
(3) No business other than that specified in the notice convening a general meeting is to be transacted at the meeting except, in the case of an annual general meeting, business which may be transacted under clause 24 (2).
(4) A member desiring to bring any business before a general meeting may give notice in writing of that business to the secretary who must include that business in the next notice calling a general meeting given after receipt of the notice from the member.
27 - Procedure
(1) No item of business is to be transacted at a general meeting unless a quorum of members entitled under this constitution to vote is present during the time the meeting is considering that item.
(2) Five members present (being members entitled under this constitution to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.
(3) If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting is to be reconvened at a later date set by the attending members of no longer than one month later, with notice sent to preferred address of all members.
(4) If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being at least 3) are to constitute a quorum.
28 - Presiding member
(1) The president or, in the president's absence, the vice-president, is to preside as chairperson at each general meeting of the association.
(2) If the president and the vice-president are absent or unwilling to act, the members present must elect one of their number to preside as chairperson at the meeting.
29 - Adjournment
(1) The chairperson of a general meeting at which a quorum is present may, with the consent of the majority of members present at the meeting, adjourn the meeting from time to time and place to place, but no business is to be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
(2) If a general meeting is adjourned for 14 days or more, the secretary must give written or oral notice of the adjourned meeting to each member of the association stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.
(3) Except as provided in clauses (1) and (2), notice of an adjournment of a general meeting or of the business to be transacted at an adjourned meeting is not required to be given.
30 - Making of Decisions
(1) A question arising at a general meeting of the association is to be determined by a vote and, unless before or on the declaration of the vote a poll is demanded, a declaration by the chairperson that a resolution has, by a vote, been carried or carried unanimously or carried by a particular majority or lost, or an entry to that effect in the minute book of the association, is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution.
(2) At a general meeting of the association, a poll may be demanded by the chairperson or at least 3 members present in person or by proxy at the meeting.
(3) If a poll is demanded at a general meeting, the poll must be taken immediately and the resolution of the poll on the matter is taken to be the resolution of the meeting on that matter.
31 - Special resolution
(1) A special resolution may only be passed by the association in accordance with section 39 of the Act.
32 - Voting
(1) On any question arising at a general meeting of the association an individual member has one vote only and an affiliate member has no votes.
(2) All votes must be given personally or by proxy but no member may hold more than 5 proxies.
(3) In the case of an equality of votes on a question at a general meeting, the chairperson of the meeting is entitled to exercise a second or casting vote.
(4) A member or proxy is not entitled to vote at any general meeting of the association unless all money due and payable by the member or proxy to the association has been paid, other than the amount of the annual subscription payable in respect of the then current year.
(5) A member is not entitled to vote at any general meeting of the association if the member is under 18 years of age.
33 - Appointment of proxies
(1) Each member is to be entitled to appoint another member as proxy by notice given to the secretary.
(2) The notice appointing the proxy is to be in the form set out in Appendix 3 to this constitution. Email shall suffice for the appointment of proxy.
33B - Postal ballots
(1) The association may hold a postal ballot to determine any issue or proposal (other than an appeal under clause 12).
(2) A postal ballot is to be conducted in accordance with Schedule 3 to the Regulation.
Part 5 - Miscellaneous
34 - Insurance
(1) The association may effect and maintain insurance.
35 - Funds source
(1) The funds of the association are to be derived from entrance fees and annual subscriptions of members, donations and, subject to any resolution passed by the association in general meeting, such other sources as the committee determines.
(2) All money received by the association must be deposited as soon as practicable and without deduction to the credit of the association’s bank or other authorised deposit taking institution account.
(3) The association must, as soon as practicable after receiving any money, issue an appropriate receipt.
36 - Funds management
(1) Subject to any resolution passed by the association in general meeting, the funds of the association are to be used in pursuance of the objects of the association in such manner as the committee determines.
(2) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by any 2 members of the committee or employees of the association, being members or employees authorised to do so by the committee.
36A - Non-profit
(1) The assets and income of the Association shall be applied solely in the furtherance of its above-mentioned objects and no portion shall be distributed directly or indirectly to the members of the Association except as bona fide compensation for services rendered or expenses incurred on behalf of the organisation.
36B - Dissolution
(1) In the event of the Association being dissolved, the amount that remains after such dissolution and the satisfaction of all debts and liabilities shall be transferred to another organisation with similar purposes as decided by special resolution which is not carried on for the profit or gain of its individual members.
37 - Alteration of objects and rules
(1) The statement of objects and this constitution may be altered, rescinded or added to only by a special resolution of the association.
(2) An application to the Director-General for registration of a change in the association’s name, objects or constitution in accordance with section 10 of the Act is to be made by
(2) The public officer or a committee member is to make application to the Director-General for registration of such changes in accordance with section 10 of the Act.
38 - Common Seal
(1) The common seal of the association must be kept in the custody of the public officer.
(2) The common seal must not be affixed to any instrument except by the authority of the committee and the affixing of the common seal must be attested by the signatures either of 2 members of the committee or of 1 member of the committee and of the public officer or secretary.
(3) The association will have a common seal upon which its corporate name shall appear in legible characters.
39 - Custody of books
(1) Except as otherwise provided by this constitution, the public officer must keep in his or her custody or under his or her control all records, books and other documents relating to his or her position. All other documents relating to the association are to be kept by the association committee.
40 - Inspection of books
(1) The following documents must be open to inspection, free of charge, by a member of the association at any reasonable hour:
(a) records, books and other financial documents of the association,
(b) this constitution,
(c) minutes of all committee meetings and general meetings of the association.
(2) A member of the association may obtain a copy of any of the documents referred to in subclause (1) on payment of a fee of not more than $1 for each page copied.
41 - Service of notices
(1) For the purpose of this constitution, a notice may be served by or on behalf of the association on any member by sending it by post or email to the preferred address of the member as shown in the register of members.
(2) If notice is served to a person at the preferred address and it is returned, the committee will attempt to send notice to any other addresses in the registry. If the secondary notice is also returned the committee will make contact on a best effort basis.
(1) For the purpose of this constitution, a notice may be served on or given to a person:
(a) by delivering it to the person personally, or
(b) by sending it by pre-paid post to the address of the person, or
(c) by sending it by facsimile transmission or some other form of electronic transmission to an address specified by the person for giving or serving the notice.
(2) For the purpose of this constitution, a notice is taken, unless the contrary is proved, to have been given or served:
(a) in the case of a notice given or served personally on the date on which it is received by the addressee, and
(b) in the case of a notice sent by pre-paid post, on the date when it would have been delivered in the ordinary course of post, and
(c) in the case of a notice sent by facsimile transmission or some other form of electronic transmission, on the date it was sent or, if the machine from which the transmission was sent produces a report indicating that the notice was sent on a later date, on that date.
42 - Financial year
(1) The financial year of the association is the period of time commencing on the date of incorporation of the association and ending on the following 30 June;
(2) Prior 2012, each period of 12 months after the expiration of the previous financial year of the association, commencing on 1 July and ending on the following 30 June;
(3) The period commencing on 1 July, 2012 and ending on 30 September, 2013; and
(4) After 2012, each period of 12 months, commencing on 1 October and ending on the following 30 September.
Appendix 1 - Unused
Appendix 2 - Unused
Appendix 3 Appointment of Proxy
[[[ Please provide the text for the pro-format appointment of proxy ]]]
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60,62c5
< ordinary committee member means a member of the committee who is not an office bearer of the association as referred to in clause 14(2)
< life member means a member who does not pay annual fees but rather a 'lifetime' fee determined at the discretion of the committee
< honorary life member means a member who has been awarded a 'lifetime' membership for free for their contributions to the Community This is awarded completely at the discretion of the committee
---
> ordinary committee member means a member of the committee who is not an office bearer of the association
69,73d11
< the Association refers to the non profit organisation registered as Linux Australia
< written means either in writing or in email
< addresses means both email and postal address where available
< vote can be either by a show of hands an email proxy vote sent to the secretary online voting or any method the committee chooses to define
< present can be physically present or present online
79,91c17,30
< Membership qualifications
< A person is qualified to be a normal member of the association if but only if
< the person is a person referred to in section 6 (1) of the Act and has not ceased to be a member of the association at any time after incorporation of the association under the Act or
< the person is a natural person
< who has been approved for membership of the association by the committee of the association
< An organisation or group is qualified to be an affiliate member of the association if but only if
< the organisation or group has an interest in the goals and objectives of the association and
< has applied for membership of the association as provided by clause 3 and
< has been approved for membership of the association by the committee of the association
< has nominated at least one contact person who will act on the Affiliates behalf in matters concerning the association
< Application for membership
< An application by a person for normal membership of the association
< must be made by the applicant in writing and
---
> Membership generally
> A person is eligible to be a member of the association if
> the person is a natural person and
> the person has been nominated and approved for membership of the association in accordance with clause 3
> A person is taken to be a member of the association if
> the person is a natural person and
> the person was
> in the case of an unincorporated body that is registered as the association a member of that unincorporated body immediately before the registration of the association or
> in the case of an association that is amalgamated to form the relevant association a member of that other association immediately before the amalgamation or
> in the case of a registrable corporation that is registered as an association a member of the registrable corporation immediately before that entity was registered as an association
> A person is taken to be a member of the association if the person was one of the individuals on whose behalf an application for registration of the association under section 6 (1) (a) of the Act was made
> Nomination for membership
> A nomination of a person for membership of the association
> must be made by a member of the association in writing in the form set out in Appendix 1 to this constitution and
93,97c32,36
< As soon as practicable after receiving an application for membership the Secretary is to approve the application or refer the application to the committee which is to determine whether to approve or to reject the application
< If an application is approved the secretary must as soon as practicable after that determination notify the applicant of that approval and request the applicant to pay (within the period of 28 days after receipt by the applicant of the notification) the sum payable under this constitution by a member as entrance fee and annual subscription
< The Secretary must ensure all required member details are kept in a central location and are up to date on a best effort basis
< The Committee may at their discretion accept any person for Life Membership Fees are applicable as provided by clause 8
< The Committee may at their discretion grant to any Linux Community member an Honorary Life Membership at no cost to the member in recognition of their contributions to the Community
---
> As soon as practicable after receiving a nomination for membership the secretary must refer the nomination to the committee which is to determine whether to approve or to reject the nomination
> As soon as practicable after the committee makes that determination the secretary must
> notify the nominee in writing that the committee approved or rejected the nomination (whichever is applicable) and
> if the committee approved the nomination request the nominee to pay (within the period of 28 days after receipt by the nominee of the notification) the sum payable under this constitution by a member as entrance fee and annual subscription
> The secretary must on payment by the nominee of the amounts referred to in subclause (3) (b) within the period referred to in that provision enter or cause to be entered the nominee’s name in the register of members and on the name being so entered the nominee becomes a member of the association
99c38
< A person ceases to be a normal member of the association if the person
---
> A person ceases to be a member of the association if the person
103,108c42
< at the time of the Annual General Meeting does not pay their annual fee as provided by clause 8 With the exception of Life Members
< An organisation or group ceases to be an affiliate member of the association if that organisation or group
< winds up or
< resigns membership or
< is expelled from the association or
< at the time of the Annual General Meeting does not pay their annual fee as provided by clause 8 With the exception of Life Members
---
> fails to pay the annual membership fee under clause 8 (2) within 3 months after the fee is due
110,112c44,46
< A right privilege or obligation which a person organisation or group has by reason of being a member of the association
< is not capable of being transferred or transmitted to another person organisation or group and
< terminates on cessation of the person organisation or group's membership
---
> A right privilege or obligation which a person has by reason of being a member of the association
> is not capable of being transferred or transmitted to another person and
> terminates on cessation of the person’s membership
114,117c48,49
< A member of the association is not entitled to resign that membership except in accordance with this clause
< A member of the association who has paid all amounts payable by the member to the association in respect of the member's membership may resign from membership of the association by giving the secretary written notice The resignation is effective at the time of confirmation of resignation notice
< If a member of the association ceases to be a member under clause (2) and in every other case where a member ceases to hold membership the secretary must make an appropriate entry in the register of members recording the date on which the member ceased to be a member
< Confirmation of Resignation notice to be sent within 7 days of receiving
---
> A member of the association may resign from membership of the association by first giving to the secretary written notice of at least one month (or such other period as the committee may determine) of the member’s intention to resign and on the expiration of the period of notice the member ceases to be a member
> If a member of the association ceases to be a member under subclause (1) and in every other case where a member ceases to hold membership the secretary must make an appropriate entry in the register of members recording the date on which the member ceased to be a member
119,129c51,52
< The public officer of the association must establish and maintain a register of members of the association specifying the name and address(es) of each person organisation or group who is a member of the association together with the date on which the person organisation or group became a member
< If a member requests that any information contained on the register about the member (other than the member’s name) not be available for inspection that information must not be made available for inspection
< The register of members must be kept in New South Wales at the principal place of administration of the association and must be open for inspection free of charge by any member of the association at any reasonable hour
< Register of committee members
< The public officer of the association must establish and maintain a register of committee members in accordance with section 29 of the Act
< The register must contain the following particulars in relation to each committee member
< the committee member’s name date of birth and residential address
< the date on which the committee member takes office
< the date on which the committee member vacates office
< such other particulars as may be prescribed by the regulations
< The register must be kept in New South Wales
---
> The public officer of the association must establish and maintain a register of members of the association specifying the name and postal or residential address of each person who is a member of the association together with the date on which the person became a member
> The register of members must be kept in New South Wales
132,133c55,60
< Any change in the committee’s membership must be recorded in the register within one month after the change occurs
< The register must at all reasonable hours be kept available for inspection free of charge by any person
---
> The register of members must be open for inspection free of charge by any member of the association at any reasonable hour
> A member of the association may obtain a copy of any part of the register on payment of a fee of not more than $1 for each page copied
> If a member requests that any information contained on the register about the member (other than the member’s name) not be available for inspection that information must not be made available for inspection
> A member must not use information about a person obtained from the register to contact or send material to the person other than for
> the purposes of sending the person a newsletter a notice in respect of a meeting or other event relating to the association or other material relating to the association or
> any other purpose necessary to comply with a requirement of the Act or the Regulation
135,139c62,66
< A member of the association must pay to the association an annual membership fee of $20 or if some other amount is determined by the committee that other amount
< Except as provided by paragraph (b) or (c) before the Annual General Meeting each calendar year or
< If the member becomes a member on or after six months since the conclusion of the last Annual General Meeting in any calendar year An annual membership of half the amount specified by the committee as per clause 8 (1) and this shall entitle them to membership until the following Annual General Meeting
< In the case of Life Membership annual fees are not applicable
< Members' liabilities
---
> A member of the association must on admission to membership pay to the association a fee of $1 or if some other amount is determined by the committee that other amount
> In addition to any amount payable by the member under subclause (1) a member of the association must pay to the association an annual membership fee of $2 or if some other amount is determined by the committee that other amount
> except as provided by paragraph (b) before 1 July in each calendar year or
> if the member becomes a member on or after 1 July in any calendar year on becoming a member and before 1 July in each succeeding calendar year
> Members’ liabilities
141,142c68,69
< Resolution of internal disputes
< Disputes between members (in their capacity as members) of the association and disputes between members and the association are to be referred to a community justice centre for mediation in accordance with the Community Justice Centres Act 1983
---
> Resolution of disputes
> A dispute between a member and another member (in their capacity as members) of the association or a dispute between a member or members and the association are to be referred to a community justice centre for mediation under the Community Justice Centres Act 1983
146,149c73,77
< A complaint may be made by any member of the association that some other member of the association
< has persistently refused or neglected to comply with a provision or provisions of this constitution or
< has persistently and wilfully acted in a manner prejudicial to the interests of the association
< On receiving such a complaint the committee
---
> A complaint may be made to the committee by any person that a member of the association
> has refused or neglected to comply with a provision or provisions of this constitution or
> has wilfully acted in a manner prejudicial to the interests of the association
> The committee may refuse to deal with a complaint if it considers the complaint to be trivial or vexatious in nature
> If the committee decides to deal with the complaint the committee
153,154c81,82
< The committee may by resolution expel the member from the association or suspend the member from membership of the association if after considering the complaint and any submissions made in connection with the complaint it is satisfied that the facts alleged in the complaint have been proved
< If the committee expels or suspends a member the secretary must within 7 days after the action is taken cause written notice to be given to the member of the action taken of the reasons given by the committee for having taken that action and of the member's right of appeal under clause 12
---
> The committee may by resolution expel the member from the association or suspend the member from membership of the association if after considering the complaint and any submissions made in connection with the complaint it is satisfied that the facts alleged in the complaint have been proved and the expulsion or suspension is warranted in the circumstances
> If the committee expels or suspends a member the secretary must within 7 days after the action is taken cause written notice to be given to the member of the action taken of the reasons given by the committee for having taken that action and of the member’s right of appeal under clause 12
157c85,86
< if within that period the member exercises the right of appeal unless and until the association confirms the resolution under clause 12 (4) whichever is the later
---
> if within that period the member exercises the right of appeal unless and until the association confirms the resolution under clause 12
> whichever is the later
161,162c90,91
< On receipt of a notice from a member under clause (1) the secretary must notify the committee which is to convene a general meeting of the association to be held within 28 days after the date on which the secretary received the notice
< At a general meeting of the association convened under clause (3)
---
> On receipt of a notice from a member under subclause (1) the secretary must notify the committee which is to convene a general meeting of the association to be held within 28 days after the date on which the secretary received the notice
> At a general meeting of the association convened under subclause (3)
166c95
< If at the general meeting the association passes a special resolution in favour of the confirmation of the resolution the resolution is confirmed
---
> The appeal is to be determined by a simple majority of votes cast by members of the association
169c98
< The committee is to be called the committee of management of the association and subject to the Act the Regulation and this constitution and to any resolution passed by the association in general meeting
---
> Subject to the Act the Regulation and this constitution and to any resolution passed by the association in general meeting the committee
173c102
< Constitution and membership
---
> Composition and membership of committee
176,177c105,108
< ordinary committee members each of whom is to be elected at the annual general meeting of the association under clause 15
< The office bearers of the association are to be
---
> at least 3 ordinary committee members
> each of whom is to be elected at the annual general meeting of the association under clause 15
> The total number of committee members is to be 7
> The office bearers of the association are as follows
180c111
< the treasurer and
---
> the treasurer
182,186c113,115
< Each member of the committee is subject to this constitution to hold office until the conclusion of the annual general meeting following the date of the member's election but is eligible for re election
< In the event of a casual vacancy occurring in the membership of the committee the committee may appoint a member of the association to fill the vacancy and the member so appointed is to hold office subject to this constitution until the conclusion of the annual general meeting next following the date of the appointment
< Pursuant to section 28 (2) of the Act each member of the committee must be aged 18 years or more and at least 3 must ordinarily be resident in Australia
< Election of members
< Neither Affiliate members nor non members are eligible for election as office bearers of the association or as ordinary committee members
---
> A committee member may hold up to 2 offices (other than both the president and vice president offices)
> Each member of the committee is subject to this constitution to hold office until the conclusion of the annual general meeting following the date of the member’s election but is eligible for re election
> Election of committee members
188c117
< must have the written support of 2 members of the association and the written consent of the candidate and
---
> must be made in writing signed by 2 members of the association and accompanied by the written consent of the candidate (which may be endorsed on the form of the nomination) and
190,191c119,121
< If insufficient nominations are received any vacant positions remaining on the committee are taken to be casual vacancies
< If only one person is nominated to any one position that person is taken to be elected to that position
---
> If insufficient nominations are received to fill all vacancies on the committee the candidates nominated are taken to be elected and further nominations are to be received at the annual general meeting
> If insufficient further nominations are received any vacant positions remaining on the committee are taken to be casual vacancies
> If the number of nominations received is equal to the number of vacancies to be filled the persons nominated are taken to be elected
193c123,124
< The ballot for the election of office bearers and ordinary committee members is to be conducted at the annual general meeting in such usual and proper manner as the committee may direct
---
> The ballot for the election of office bearers and ordinary committee members of the committee is to be conducted at the annual general meeting in such usual and proper manner as the committee may direct
> A person nominated as a candidate for election as an office bearer or as an ordinary committee member of the association must be a member of the association
195c126
< The secretary of the association must as soon as practicable after being appointed as secretary lodge notice with the association of his or her addresses
---
> The secretary of the association must as soon as practicable after being appointed as secretary lodge notice with the association of his or her address
197c128
< all appointments of office bearers and members of the committee
---
> all appointments of office bearers and members of the committee and
207c138
< For the purposes of this constitution a casual vacancy in the office of a member of the committee occurs if the member
---
> A casual vacancy in the office of a member of the committee occurs if the member
214c145
< is absent without the consent of the committee from 4 consecutive meetings or
---
> is absent without the consent of the committee from 3 consecutive meetings of the committee or
217,221c148,152
< Removal of committee member
< The association in general meeting may by resolution remove any member of the committee from the office of member before the expiration of the member's term of office and may by resolution appoint another person to hold office until the expiration of the term of office of the member so removed
< If a member of the committee to whom a proposed resolution referred to in clause (1) relates makes representations in writing to the secretary or president (not exceeding a reasonable length) and requests that the representations be notified to the members of the association the secretary or the president may send a copy of the representations to each member of the association or if the representations are not so sent the member is entitled to require that the representations be read out at the meeting at which the resolution is considered
< Meetings and quorum
< The committee must meet at least once every quarter year at such place time and medium as the committee may determine
---
> Removal of committee members
> The association in general meeting may by resolution remove any member of the committee from the office of member before the expiration of the member’s term of office and may by resolution appoint another person to hold office until the expiration of the term of office of the member so removed
> If a member of the committee to whom a proposed resolution referred to in subclause (1) relates makes representations in writing to the secretary or president (not exceeding a reasonable length) and requests that the representations be notified to the members of the association the secretary or the president may send a copy of the representations to each member of the association or if the representations are not so sent the member is entitled to require that the representations be read out at the meeting at which the resolution is considered
> Committee meetings and quorum
> The committee must meet at least 3 times in each period of 12 months at such place and time as the committee may determine
224,226c155,158
< Notice of a meeting given under clause (3) must specify the general nature of the business to be transacted at the meeting and other business will only be transacted at the unanimous agreement of committee members present at the meeting
< A committee majority constitute a quorum for the transaction of the business of a meeting of the committee
< No business is to be transacted by the committee unless a quorum is present and if within half an hour of the time appointed for the meeting a quorum is not present the meeting is to stand adjourned till the next meeting
---
> Notice of a meeting given under subclause (3) must specify the general nature of the business to be transacted at the meeting and no business other than that business is to be transacted at the meeting except business which the committee members present at the meeting unanimously agree to treat as urgent business
> Any 3 members of the committee constitute a quorum for the transaction of the business of a meeting of the committee
> No business is to be transacted by the committee unless a quorum is present and if within half an hour of the time appointed for the meeting a quorum is not present the meeting is to stand adjourned to the same place and at the same hour of the same day in the following week
> If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting the meeting is to be dissolved
228c160
< the president or in the president's absence the vice president is to preside or
---
> the president or in the president’s absence the vice president is to preside or
231c163
< The committee may in writing delegate to one or more sub committees (consisting of such member or members of the association as the committee thinks fit) the exercise of such of the functions of the committee as are specified in the instrument other than
---
> The committee may by instrument in writing delegate to one or more sub committees (consisting of such member or members of the association as the committee thinks fit) the exercise of such of the functions of the committee as are specified in the instrument other than
235c167
< A delegation under this section may be made subject to such conditions or limitations as to the exercise of any function or as to time or circumstances as may be specified in the instrument of delegation
---
> A delegation under this clause may be made subject to such conditions or limitations as to the exercise of any function or as to time or circumstances as may be specified in the instrument of delegation
238c170
< The committee may in writing revoke wholly or in part any delegation under this clause
---
> The committee may by instrument in writing revoke wholly or in part any delegation under this clause
247,251c179,182
< With the exception of the first annual general meeting of the association the association must at least once in each calendar year and within the period of 6 months after the expiration of each financial year of the association convene an annual general meeting of its members
< The association must hold its first annual general meeting
< within the period of 18 months after its incorporation under the Act and
< within the period of 6 months after the expiration of the first financial year of the association
< Clauses (1) and (2) have effect subject to any extension or permission granted by the Director General under section 37 (2) (b) of the Act
---
> The association must hold its first annual general meeting within 18 months after its registration under the Act
> The association must hold its annual general meetings
> within 6 months after the close of the association’s financial year or
> within such later time as may be allowed by the Director General or prescribed by the Regulation
253c184
< The annual general meeting of the association is subject to the Act and to clause 23 to be convened on such date and at such place time and medium as the committee thinks fit
---
> The annual general meeting of the association is subject to the Act and to clause 23 to be convened on such date and at such place and time as the committee thinks fit
258c189
< to receive and consider any financial statement or report which is required to be submitted to members under the Act
---
> to receive and consider any financial statement or report required to be submitted to members under the Act
262c193
< The committee must on the requisition in writing of at least 20 persons or 20 per cent of the total number of members (whichever is the lower number) convene a special general meeting of the association
---
> The committee must on the requisition in writing of at least 5 per cent of the total number of members convene a special general meeting of the association
269c200
< A special general meeting convened by a member or members as referred to in clause (4) must be convened as nearly as is practicable in the same manner as general meetings are convened by the committee and any member who consequently incurs expense is entitled to be reimbursed by the association for any expense so incurred
---
> A special general meeting convened by a member or members as referred to in subclause (4) must be convened as nearly as is practicable in the same manner as general meetings are convened by the committee
271,272c202,203
< Except if the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association the secretary must at least 14 days before the date fixed for the holding of the general meeting cause to be sent by written notice to each member at the member's preferred address appearing in the register of members a notice specifying the place date and time of the meeting and the nature of the business proposed to be transacted at the meeting
< If the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association the secretary must at least 21 days before the date fixed for the holding of the general meeting cause notice to be sent to each member in the manner provided in clause (1) specifying in addition to the matter required under clause (1) the intention to propose the resolution as a special resolution
---
> Except if the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association the secretary must at least 14 days before the date fixed for the holding of the general meeting give a notice to each member specifying the place date and time of the meeting and the nature of the business proposed to be transacted at the meeting
> If the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association the secretary must at least 21 days before the date fixed for the holding of the general meeting cause notice to be given to each member specifying in addition to the matter required under subclause (1) the intention to propose the resolution as a special resolution
275c206
< Procedure
---
> Quorum for general meetings
278c209,211
< If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present the meeting is to be reconvened at a later date set by the attending members of no longer than one month later with notice sent to preferred address of all members
---
> If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present the meeting
> if convened on the requisition of members is to be dissolved and
> in any other case is to stand adjourned to the same day in the following week at the same time and (unless another place is specified at the time of the adjournment by the person presiding at the meeting or communicated by written notice to members given before the day to which the meeting is adjourned) at the same place
281c214
< The president or in the president's absence the vice president is to preside as chairperson at each general meeting of the association
---
> The president or in the president’s absence the vice president is to preside as chairperson at each general meeting of the association
286c219
< Except as provided in clauses (1) and (2) notice of an adjournment of a general meeting or of the business to be transacted at an adjourned meeting is not required to be given
---
> Except as provided in subclauses (1) and (2) notice of an adjournment of a general meeting or of the business to be transacted at an adjourned meeting is not required to be given
288,291c221,226
< A question arising at a general meeting of the association is to be determined by a vote and unless before or on the declaration of the vote a poll is demanded a declaration by the chairperson that a resolution has by a vote been carried or carried unanimously or carried by a particular majority or lost or an entry to that effect in the minute book of the association is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution
< At a general meeting of the association a poll may be demanded by the chairperson or at least 3 members present in person or by proxy at the meeting
< If a poll is demanded at a general meeting the poll must be taken immediately and the resolution of the poll on the matter is taken to be the resolution of the meeting on that matter
< Special resolution
---
> A question arising at a general meeting of the association is to be determined by either
> a show of hands or
> if on the motion of the chairperson or if 5 or more members present at the meeting decide that the question should be determined by a written ballot a written ballot
> If the question is to be determined by a show of hands a declaration by the chairperson that a resolution has on a show of hands been carried or carried unanimously or carried by a particular majority or lost or an entry to that effect in the minute book of the association is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution
> If the question is to be determined by a written ballot the ballot is to be conducted in accordance with the directions of the chairperson
> Special resolutions
294,295c229
< On any question arising at a general meeting of the association an individual member has one vote only and an affiliate member has no votes
< All votes must be given personally or by proxy but no member may hold more than 5 proxies
---
> On any question arising at a general meeting of the association a member has one vote only
297c231
< A member or proxy is not entitled to vote at any general meeting of the association unless all money due and payable by the member or proxy to the association has been paid other than the amount of the annual subscription payable in respect of the then current year
---
> A member is not entitled to vote at any general meeting of the association unless all money due and payable by the member to the association has been paid
299,301c233,235
< Appointment of proxies
< Each member is to be entitled to appoint another member as proxy by notice given to the secretary
< The notice appointing the proxy is to be in the form set out in Appendix 3 to this constitution Email shall suffice for the appointment of proxy
---
> Proxy votes not permitted
> Proxy voting must not be undertaken at or in respect of a general meeting
> Note Schedule 1 of the Act provides that an association’s constitution is to address whether members of the association are entitled to vote by proxy at general meetings
315,329c249,253
< Non profit
< The assets and income of the Association shall be applied solely in the furtherance of its above mentioned objects and no portion shall be distributed directly or indirectly to the members of the Association except as bona fide compensation for services rendered or expenses incurred on behalf of the organisation
< Dissolution
< In the event of the Association being dissolved the amount that remains after such dissolution and the satisfaction of all debts and liabilities shall be transferred to another organisation with similar purposes as decided by special resolution which is not carried on for the profit or gain of its individual members
< Alteration of objects and rules
< The statement of objects and this constitution may be altered rescinded or added to only by a special resolution of the association
< An application to the Director General for registration of a change in the association’s name objects or constitution in accordance with section 10 of the Act is to be made by
< The public officer or a committee member is to make application to the Director General for registration of such changes in accordance with section 10 of the Act
< Common Seal
< The common seal of the association must be kept in the custody of the public officer
< The common seal must not be affixed to any instrument except by the authority of the committee and the affixing of the common seal must be attested by the signatures either of 2 members of the committee or of 1 member of the committee and of the public officer or secretary
< The association will have a common seal upon which its corporate name shall appear in legible characters
< Custody of books
< Except as otherwise provided by this constitution the public officer must keep in his or her custody or under his or her control all records books and other documents relating to his or her position All other documents relating to the association are to be kept by the association committee
< Inspection of books
---
> Change of name objects and constitution
> An application to the Director General for registration of a change in the association’s name objects or constitution in accordance with section 10 of the Act is to be made by the public officer or a committee member
> Custody of books etc
> Except as otherwise provided by this constitution the public officer must keep in his or her custody or under his or her control all records books and other documents relating to the association
> Inspection of books etc
336,337d259
< For the purpose of this constitution a notice may be served by or on behalf of the association on any member by sending it by post or email to the preferred address of the member as shown in the register of members
< If notice is served to a person at the preferred address and it is returned the committee will attempt to send notice to any other addresses in the registry If the secondary notice is also returned the committee will make contact on a best effort basis
347,354c269,295
< The financial year of the association is the period of time commencing on the date of incorporation of the association and ending on the following 30 June
< Prior 2012 each period of 12 months after the expiration of the previous financial year of the association commencing on 1 July and ending on the following 30 June
< The period commencing on 1 July 2012 and ending on 30 September 2013 and
< After 2012 each period of 12 months commencing on 1 October and ending on the following 30 September
---
> The financial year of the association is
> the period of time commencing on the date of incorporation of the association and ending on the following 30 June and
> each period of 12 months after the expiration of the previous financial year of the association commencing on 1 July and ending on the following 30 June
> Note Schedule 1 of the Act provides that an association’s constitution is to address the association’s financial year
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