[Linux-aus] New constitution

David Newall david at davidnewall.com
Thu May 26 02:42:41 EST 2011


Thanks, Peter, for that link. I think this is the item I'm interested in:
>
>     * Amending current constitution rather than model constitution
>       Council prefers the new constitution to be as close to the model
>       as possible.
>

I, for one, would really appreciate some discussion on how, "new 
constitution to be as close to the model as possible," is to be 
implemented. As all who followed this topic would now know, the current 
constitution started as a variation of the Act's model. While there are 
some trivial differences with the new model (e.g. "Membership 
qualifications" vs "Membership generally"), I think the text I sent a 
few weeks ago is close to the new model, while keeping changes that we 
adopted along the way.

I assume the only change actively wanted is to the financial year, 
because that was the reason given for making a change. Mind you, I 
assumed the diffs that were proposed were against our constitution, and 
in fact they were diffs against a different constitution, one which 
nobody suggested should be ours. If there are other changes the 
committee is trying to make, please say what and why.

Here is how the proposal of 3 weeks ago varies from the new model. Note 
that it is largely either trivial or implementing changes that we want 
(e.g. affiliate, life & honorary life members; application, not 
nomination, for membership.)

--- proposed    2011-05-26 00:40:18.352775953 +0930
+++ model       2011-05-07 05:20:51.546885224 +0930
@@ -2,144 +2,130 @@
  Definitions
  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
+        ordinary committee member means a member of the committee who is not an office bearer of the association
  secretary   means
  the person holding office under this constitution as secretary of the association  or
  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
  In this constitution
  a reference to a function includes a reference to a power  authority and duty  and
  a reference to the exercise of a function includes  if the function is a duty  a reference to the performance of the duty
  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
  Membership
-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
  must be lodged with the secretary of the association
-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
  Cessation of membership
-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
  dies  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
-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
  Membership entitlements not transferable
-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
  Resignation of membership
-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
  Register of members
-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
-B   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
  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
+ 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
  Fees and subscriptions
-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
  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
-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
  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
  Disciplining of members
-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
  must cause notice of the complaint to be served on the member concerned  and
  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
  must take into consideration any submissions made by the member in connection with the complaint
-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
  The expulsion or suspension does not take effect
  until the expiration of the period within which the member is entitled to appeal against the resolution concerned  or
-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
  Right of appeal of disciplined member
  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
  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
-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)
  no business other than the question of the appeal is to be transacted  and
  the committee and the member must be given the opportunity to state their respective cases orally or in writing  or both  and
  the members present are to vote by secret ballot on the question of whether the resolution should be confirmed or revoked
-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
  The Committee
  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
+    Subject to the Act  the Regulation and this constitution and to any resolution passed by the association in general meeting  the committee
  is to control and manage the affairs of the association  and
  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
  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
-Constitution and membership
+Composition and membership of committee
  The committee is to consist of
  the office bearers of the association  and
-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
  the president
  the vice president
-the treasurer  and
+ the treasurer
  the secretary
-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
  Nominations of candidates for election as office bearers of the association or as ordinary committee members
-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
  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
-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
  If the number of nominations received exceeds the number of vacancies to be filled  a ballot is to be held
-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
  Secretary
-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
  It is the duty of the secretary to keep minutes of
-all appointments of office bearers and members of the committee
+ all appointments of office bearers and members of the committee  and
  the names of members of the committee present at a committee meeting or a general meeting  and
  all proceedings at committee meetings and general meetings
  Minutes of proceedings at a meeting must be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting
@@ -149,38 +135,39 @@
  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
  Casual vacancies
  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
-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
  dies  or
  ceases to be a member of the association  or
  becomes an insolvent under administration within the meaning of the Corporations Act 2001 of the Commonwealth  or
  resigns office by notice in writing given to the secretary  or
  is removed from office under clause 19  or
  becomes a mentally incapacitated person  or
-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
  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
-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
  Additional meetings of the committee may be convened by the president or by any member of the committee
  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
-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
  At a meeting of the committee
-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
  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
  Delegation by committee to sub committee
-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
  this power of delegation  and
  this power of delegation  and
  a function which is a duty imposed on the committee by the Act or by any other law
  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
-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
  Despite any delegation under this clause  the committee may continue to exercise any function delegated
  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
-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
  A sub committee may meet and adjourn as it thinks proper
  Voting and Decisions
  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
@@ -189,62 +176,64 @@
  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
  General Meetings
  Annual general meetings  Holding of
-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
  Annual general meetings  Calling of and business at
-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
  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
  to confirm the minutes of the last preceding annual general meeting and of any special general meeting held since that meeting
  to receive from the committee reports on the activities of the association during the last preceding financial year
  to elect office bearers of the association and ordinary committee members
-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
  An annual general meeting must be specified as such in the notice convening it
  Special general meetings  Calling of
  The committee may  whenever it thinks fit  convene a special general meeting of the association
-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
  A requisition of members for a special general meeting
  must state the purpose or purposes of the meeting  and
  must be signed by the members making the requisition  and
  must be lodged with the secretary  and
  may consist of several documents in a similar form  each signed by one or more of the members making the requisition
  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
-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
  Notice
-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
  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)
  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
-Procedure
+Quorum for general meetings
  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
  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
-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
  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
  Presiding member
-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
  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
  Adjournment
  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
  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
-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
  Making of Decisions
-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
  A special resolution may only be passed by the association in accordance with section 39 of the Act
  Voting
-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
  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
-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
  A member is not entitled to vote at any general meeting of the association if the member is under 18 years of age
-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
-B   Postal ballots
+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
+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
  Miscellaneous
@@ -257,29 +246,17 @@
  Funds management
  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
  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
-A   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
-B   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
  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
  Service of notices
-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
  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
@@ -289,11 +266,30 @@
  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





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