American Civil War Round Table of Australia constitution

The American Civil War Round Table of Australia, inc.

Constitution

ASSOCIATIONS INCORPORATION ACT 1981 Section 5(b)
STATEMENT OF PURPOSES
1 The name of the proposed incorporated association is American Civil War Round Table of Australia Incorporated.
2 The purposes for which the proposed incorporated association is established are: To cater for the historical, social, cultural and trading activities of the members.
Solely for the purpose of furthering the purposes set out above the Association shall have power:
a) To take over the funds and other assets and the liabilities of the present unincorporated association known as the American Civil War Round Table of Australia.
b) To indemnify any person for any loss or damage incurred as a result of having on behalf of the unincorporated association become liable to pay any amount by way of damages or otherwise.
c) To subscribe to, become a member of and co-operate with any other association, club or organisation, whether incorporated or not, whose objects are altogether or in part similar to those of the Association provided that the Association shall not subscribe to or support with
its funds any club, association or organisation which does not prohibit the distribution of its income and property among its members to an extent at least as great as that imposed on the Association under or by virtue of the Rules.
d) To buy, sell and deal in all kinds of articles, commodities and provisions, both liquid and solid, for the members of the Association or persons frequenting the Association's premises.
e) To purchase, take on lease or in exchange, hire and otherwise acquire any lands, buildings, easements or property, real and personal, and any rights or privileges which may be requisite for the purposes of, or capable of being conveniently used in connection with, any of the objects of the Association: Provided that in case the Association shall take or hold any property which may be subject to any trusts the Association shall only deal with the same in such manner as is allowed by law having regard to such trusts.
f) To enter into any arrangements with any Government or Authority that are incidental or conductive to the attainment of the objects and exercise of the powers of the Association; to obtain from any Government or Authority any rights, privileges and concessions which the Association may think it desirable to obtain; and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions.
g) To appoint, employ, remove or suspend such managers, clerks, secretaries, servants, workmen and other persons as may be necessary or convenient for the purposes of the Association.
h) To construct, improve, maintain, develop, work, manage, carry out, alter or control any houses, buildings, grounds, works or conveniences which may seem calculated directly or indirectly to advance the Association's interests and to contribute to, subsidise or otherwise assist and take part in the construction, improvement, maintenance, development, working, management, carrying out, alteration or control thereof.
i) To invest and deal with the money of the Association not immediately required in such manner as may from time-to-time be thought fit.
j) To take, or otherwise acquire, and hold shares, debentures or other securities of any company or body corporate.
k) To lend and advance money or give credit to any person or body corporate; to guarantee and give guarantees or indemnities for the payment of money or the performance of contracts or obligations by any person or body corporate, and otherwise to assist any person or body corporate.
l) To borrow or raise money either alone or jointly with any person or legal entity in such manner as may be thought proper and whether upon fluctuating advance account or overdraft or otherwise to represent or secure any moneys and further advances borrowed or be borrowed alone or with others as aforesaid by notes secured or unsecured, debentures or debenture stock perpetual or otherwise, or by mortgage, charge, lien or other security upon the whole or any part of the incorporated association's property or assets present or future and to purchase, redeem or pay-off any such securities.
m) To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading and other negotiable or transferable instruments.
n) To sell, improve, manage, develop, exchange, lease, dispose of, turn to account or otherwise deal with all or any part of the property and rights of the Association.
o) To take or hold mortgages, liens or charges, to secure payment of any purchase price, or any unpaid balance of the purchase price, of any part of the Association's property or whatsoever kind sold by the Association, or any money due to the Association from purchasers and others.
p) To take any gift or property whether subject to any special trust or not, for any one or more of the objects of the Association but subject always to the proviso in paragraph e).
q) To take such steps by personal or written appeals, public meetings or otherwise, as may from time-to-time be deemed expedient for the purpose of procuring contributions to the funds of the Association, in the shape of donations, annual subscriptions or otherwise.
r) To print and publish any newspapers, periodicals, books or leaflets that the Association may think desirable for the promotion of its objects.
s) To amalgamate with any one or more incorporated associations having objects altogether or in part similar to those of the Association and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as that imposed upon the Association under or by virtue of the Rules.
t) To purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagements of any one or more of the incorporated associations with which the Association is authorised to amalgamate.
u) To transfer all or any part of the property, assets, liabilities and engagements of the Association to any one or more of the incorporated associations with which the Association is authorised to amalgamate.
v) To make donations for patriotic, charitable or community purposes.
w) To transact any lawful business in aid of the Commonwealth of Australia in the prosecution of any war in which the Commonwealth of Australia is engaged.
x) To do all such other things as are incidental or conducive to the attainment of the objects and the exercise of the powers of the Association.
RULES FOR THE PROPOSED INCORPORATED ASSOCIATION
NAME
The name of the incorporated association is American Civil War Round Table of Australia Incorporated but, if this name is not permitted, such other name as the authorised person may select.
INTERPRETATION
2(1) In these rules, unless the contrary intention appears:
"Committee" means the Committee of Management of the Association. "Financial Year" means the year ending on 31 December. "General Meeting" means a general meeting of members, convened in accordance with Rule 11. "Member" means a member of the Association. "Ordinary Member of the Committee" means a member of the Committee who is not an officer of the Association under Rule 20. "The Act" means the Associations Incorporation Act 1981. "The Regulations" means regulations under the Act.
(2) In these rules, a reference to the secretary of an Association is a reference:
(a) Where a person holds office under these Rules as secretary of the Association - to that person; and
(b) in any other case, to the public officer of the Association.
(3) Words or expressions contained in these rules shall be interpreted in accordance with the provisions of the Acts Interpretation Act 1958 and the Act as in force from time-to-time.
APPLICATION FOR MEMBERSHIP
3(1) Membership shall be open to all people, on approval as provided in these rules and on payment of a contribution.
(2) A person who is not a member of the Association at the time of the incorporation of the Association (or who was such a member at that time but has ceased to be a member) shall not be admitted to membership unless his/her admission as a member is approved by the Committee.
(3) An application for membership of the Association:
(a) Shall be made in writing in the form set out in Appendix 1: and
(b) Shall be lodged with the Secretary of the Association.
(4) Upon receipt of an application by the Secretary, the Committee shall determine whether to approve or reject the application.
(5) Upon an application being approved, the Secretary shall, with as little delay as possible, enter the applicant's name in the register of members kept by him/her and, upon the name being so entered, the application becomes a member of the association.
(6) The applicant's name may be entered in the register of members upon approval by the Secretary and payment of an annual subscription, payable in advance.
(7) A right, privilege or obligation of a person by reason of his/her membership of the association (a) Is not capable of being transferred or transmitted to another person.
(b) terminates upon the cessation of his/her membership whether by death or resignation or otherwise.
(8) Persons considered to have given long and outstanding service to the Association may be granted life membership by a simple majority vote of a general meeting.
(9) Contributions are not deemed to be payable by life members of the Association.
(10) Membership shall comprise of the following classes:
(a) Active members
(b) Life members (as provided in Clause (8) of this rule.
(c) Institutional subscribers.
(d) Affiliated Societies.
SUBSCRIPTION
4(1) The amount of the annual subscription shall be determined by a General Meeting of the Association.
(2) Subscriptions are payable annually in advance. Subscriptions for any member joining on or after July 1st shall be one-half of the annual subscription. Subscriptions accompanying new membership applications received during the fourth quarter of any year shall be credited against the next calendar year.
(3) Subscriptions shall be based on a twelve month basis payable on a calendar year January 1 to December 31.
REGISTER OF MEMBERS
5 The Secretary shall keep and maintain a register of members in which shall be entered the
name and address of each member and the register shall be available for inspection by
members by arrangement with the Secretary.
RESIGNATION AND EXPULSION OF MEMBER
6(1) A member of the Association may resign from the Association by making a written request to the Secretary.
(2) Upon receipt of request, the Secretary shall delete the member's name from the register of members.
(3) A member who resigns shall not be entitled to a refund of portion of the annual subscription.
(4) A member being two months in arrears shall become unfinancial.
(5) A member being six months in arrears shall forfeit his/her membership,
7(1) Subject to these rules, the Committee may by resolution (a) Expel a member from the Association:
(b) suspend a member from the membership of the Association for a specified period;
(c) demand recompense from any member of the Association who misappropriates, damages or causes,10ss or breakage of the Association's property; or
(d) fine a member in accordance with the Regulations, if the Committee is of the opinion that the member ~
(i) has refused or neglected to comply with these rules; or
(ii) has been guilty of conduct unbecoming a member or prejudicial to the interests of the Association.
7(2) A resolution of the Committee under sub-clause (1) (a) does not take effect unless the Committee, at a meeting held not earlier than 14 and not later than 28 days after the service on the member of a notice under sub-clause (3) confirms the resolution in accordance with this clause; and
(b) where the member exercises a right of appeal to the Association under this clause does not take effect unless the Association confirms the resolution in accordance with this clause.
(3) Where the Committee passes a resolution under sub-clause (1), the Secretary shall, as soon as practicable, cause to be served on the member a notice in writing ~
(a) setting out the resolution of the Committee and the grounds on which it is based:
(b) stating that the member may address the Committee at a meeting to be held not earlier than 14 and not later than 28 days after service of the notice;
(c) stating the date, place and time of the meeting;
(d) inform the member that he/she may do one or more of the following:
(i) Attend the meeting
(ii) Give to the Committee before the date of that meeting a written statement seeking the revocation of the resolution.
(iii) Not later than 24 hours before the date of the meeting, lodge with the Secretary a notice to the effect that he/she wishes to appeal to the Association in general meeting against the resolution.
(4) At a meeting of the Committee held in accordance with sub-clause (2), the Committee (a) shall give to the member an opportunity to be heard;
(b) shall give due consideration to any written statement submitted by the member; and
(c) shall by resolution determine whether to confirm or revoke the resolution.
(5) Where the Secretary receives a notice under sub-clause (3), he/she shall notify the Committee and the committee shall convene a general meeting of the Association to be held within 21 days after the date on which the Secretary received the notice.
(6) At a general meeting of the Association convened under sub-clause (5) (a) no business other than the business of the appeal shall be transacted;
(b) the Committee may place before the meeting details of the grounds for the resolution and the reasons for the passing of the resolution;
(c) the member shall be given an opportunity to be heard; and
(d) the members present shall vote by secret ballot on the question whether the resolution should be confirmed or revoked.
(7) If at the general meeting (a) two-thirds of the members present vote in favour of the confirmation of the resolution, the resolution is confirmed; and
(b) in any other case, the resolution is revoked.
ANNUAL GENERAL MEETING
8(1) The Association shall in each calendar year convene an annual general meeting of its
members.
(2) The annual general meeting shall be held on such day as the Committee determines.
(3) The annual general meeting shall be specified as such in the notice convening it.
(4) The ordinary business of the annual general business shall be (a) to confirm the minutes of the last preceding annual general meeting and of any general meeting held since that meeting;
(b) to receive from the Committee reports upon the transactions of the Association during the last preceding financial year;
(c) to elect officers of the Association and the ordinary members of the Committee; and
(d) to receive and consider the statement submitted by the Association in accordance with section 30(3) of the Act.
(5) The annual general meeting may transact special business of which notice is given in accordance with these rules.
(6) The annual general meeting shall be in addition to any other general meetings that may be held in the same year.
SPECIAL GENERAL MEETING
9 All general meetings other than the annual general meeting shall be called special general meetings.
10(1) The Committee may, whenever it thinks fit, convene a special general meeting of the Association and, where, but for this sub-clause, more than 15 months would lapse between annual general meetings, shall convene a special general meeting before the expiration of that period.
(2) The Committee shall, on the requisition in writing of members representing not less than 5% of the total number of members, convene a special general meeting of the Association.
(3) The requisition for a special general meeting shall state the objects of the meeting and shall be signed by the members making the requisition and be handed to the Secretary and may consist of several documents in a like form, each signed by one or more of the members making the requisition.
(4) If the Committee does not cause a special general meeting to be held within one month after the date on which the requisition is handed to the Secretary, the members making the requisition, or any of them, may convene a special general meeting to be held not later than three months after that date.
(5) A special general meeting convened by members in pursuance of these rules shall be convened in the same manner as nearly as possible as that in which those meetings are convened by the Committee and all reasonable expenses incurred in convening the meeting shall be refunded by the Association to the persons incurring the expenses,
NOTICE OF MEETING
11(1) The Secretary of the Association shall, at least 14 days before the date fixed for holding a general meeting of the Association, cause to be posted on the notice board in the clubrooms, a notice stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting. Where possible, members shall also be notified per media of the Association's newsletter or by any other means as may be determined necessary.
(2) No business other than that set out in the notice convening the meeting shall be transacted at the meeting.
(3) A member desiring to bring any business before a meeting may give notice of that business in writing to the Secretary, who shall include that business in the notice calling the next general meeting after the receipt of the notice.
PROCEEDINGS AT MEETINGS
12(1) All business that is transacted at a special general meeting and all business that is transacted at the annual general meetings with the exception of that specially referred to in these rules as being the ordinary business of the annual general business shall be deemed to be special business.
(2) No item of business shall be transacted at a general meeting unless a quorum of members entitled under these rules to vote is present during the time when the meeting is considering that item.
(3) 10 members personally present (being members entitled under these rules to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.
(4) 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 upon the requisition of members shall be dissolved and in any other case shall stand adjourned to the same day in the next week at the same time and (unless another place is specified by the Chairman at the time of the adjournment or by written notice to members given before the day to which the meeting is adjourned) at the same place.
13(1) The President or in his/her absence, the Vice-President, shall preside as Chairman at each general meeting of the Association.
(2) If the President and the Vice President are absent from a general meeting, the members present shall elect one of their number to preside as Chairman at the meeting.
14(1) The Chairman of a general meeting at which a quorum is present may, with the consent of the meeting, adjourn the meeting from time-to-time and place-to-place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
(2) Where a meeting is adjourned for 14 days or more, a like notice of the adjourned meeting shall be given as in the case of the general meeting.
(3) Except as provided in sub-clauses (1) and (2), it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting.
15 A question arising at a general meeting of the Association shall be determined on a show
of hands and unless or on the declaration of the show of hands a poll is demanded, a declaration by the Chairman that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, and 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.
16(1) Upon any question arising at a general meeting of the Association, a member has one vote only.
(2) All votes shall be given personally.
(3) In the case of an equality of voting on a question, the Chairman of the meeting is entitled to exercise a second or casting vote.
17(1) If at a meeting a poll on any question is demanded by not less than 10 members, it shall be deemed to be a resolution of the meeting on that question.
(2) A poll that is demanded on the election of a Chairman or on a question of an adjournment shall be taken forthwith and a poll that is demanded on any other question shall be taken at such time before the close of the meeting as the Chairman may direct. 18 A member is not entitled to vote at any general meeting unless all moneys due by him/her to the Association have been paid.
COMMITTEE OF MANAGEMENT
19(1) The affairs of the Association shall be managed by a Committee of Management constituted as provided in Rule 20.
(2) The Committee (a) shall control and manage the business and affairs of the Association;
(b) may, subject to these rules, the regulations and the Act, exercise all such powers
and functions as may be exercised by the Association other than those powers and functions that are required by these rules to be exercised by general meetings of the members of the Association;
(c) subject to these rules, the regulations and the Act, has power to perform all such acts and things as appear to the committee to be essential for the proper management of the business affairs of the Association;
(d) shall consider and, if satisfactory, approve the Treasurer's monthly statement of payments;
(e) shall, prior to payment, consider all major accounts covering liabilities of the Association and, if acceptable, authorise the Treasurer to pay such accounts. Authorisation may be in the form of a budget approved by the Committee or a note in the minutes of a committee meeting approving individual payment; and
(f) shall have the power to call for a postal referendum on any issue deemed to be of such significance as to require a majority decision of the total membership of the Association. Any such referendum shall be conducted in accordance with rules determined by the Committee.
20(1) The officers of the Association shall be
(a) a President;
(b) a Vice-President;
(c) a Treasurer; and
(d) a Secretary.
(2) The provisions of Rule 22 so far as they are applicable and with the necessary modifications, apply to and in relation to the election of persons to any of the offices mentioned in sub-clause (1)
(3) Each officer of the Association shall hold office until the annual general meeting next after the date of his or her election but is eligible for re-election.
(4) In the event of a casual vacancy in any office in sub-clause (1), the Committee may appoint a member of the Association to the vacant office and the member so appointed may continue in office up to and including the conclusion of the annual general meeting next following the date of his/her appointment.
21(1) Subject to Section 23 of the Act, the Committee shall consist of (a) the officer of the Association; and
(b) up to 2 ordinary members each of whom shall be elected at the annual general meeting of the Association in each year.
(2) Each ordinary member of the Committee shall, subject to these rules, hold office until the annual general meeting next after the date of his/her election but is eligible for re-election.
21(3) In the event of a casual vacancy occurring in the office of an ordinary member of the Committee, the Committee may appoint a member of the Association to fill the vacancy and the member so appointed shall hold office, subject to these rules, until the conclusion of the annual general meeting following the date of his/her appointment.
ELECTION OF OFFICERS AND VACANCY
22(1) Nominations of candidates for election as officers of the Association or as ordinary members of the Committee (a) shall be made in writing, signed by two members of the Association and accompanied by the written consent of the candidate (which may be endorsed on the form on nomination); and
(b) shall be delivered to the Secretary of the Association not less than 2 days before the date fixed for the holding of the annual general meeting.
(2) If insufficient nominations are received to fill all vacancies on the Committee, the candidates nominated shall be deemed to be elected and further nominations shall be received at the annual general meeting.
(3) If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be deemed to be elected.
(4) If the number of nominations exceeds the number of vacancies to be filled, a ballot shall be held.
(5) The ballot for the election of officers and ordinary members of the Committee shall be conducted at the annual general meeting in such usual and proper manner as the Committee may direct.
23 For the purposes of these rules, the office of an officer of the Association or of an
ordinary member of the Committee becomes vacant if the officer or member -
(a) ceases to be a member of the Association;
(b) becomes an insolvent under administration within the meaning of the Companies
(Victoria) Code;
(c) resigns his/her office by notice in writing given to the Secretary; or
(d) fails to attend three consecutive committee meetings without reasons acceptable to
the Committee.
PROCEEDINGS OF COMMITTEE
24(1) Where practicable, at least one meeting of the Committee shall be held each year at such place and time as the Committee may determine'.
(2) Special meetings of the officers of the Association may be convened by the President or by any three of the officers of the Association. Any decision made by a special meeting of the officers shall require ratification by a Committee meeting.
(3) Notice shall be given to members of the Committee of any special meeting specifying the nature of the business transacted at such a meeting.
(4) Any four members of the Committee constitute a quorum for the transaction of the business of a meeting of the Committee.
(5) No business shall be transacted 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 shall stand adjourned to the same place and at the same hour of the same day in the following week.
(6) At meetings of the Committee (a) the President or in his/her absence, the Vice President shall preside; or
(b) if the President and the Vice President are absent, such one of the remaining members of the Committee as may be chosen by the members present shall preside.
(7) Questions arising at a meeting of the Committee or any sub-committee appointed by the Committee shall be determined on a show of hands, or, if demanded by a member, by a poll taken in such a manner as the person presiding at the meeting may determine. (8) 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 and, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.
(9) Written notice of each Committee meeting shall be served on each member of the Committee by delivering it to him/her at a reasonable time before the meeting.
(10) Subject to sub-clause (4) the committee may act notwithstanding any vacancy on the Committee.
(11) The Committee shall have the power to appoint from the general membership of the Association such Sub-Committees as it shall deem necessary in the interest of the Association.
(12) Each Sub-Committee shall be subject and subordinate to the Committee and any general meeting.
(13) The President, or in his/her absence, the Vice President, shall be entitled to preside on all Sub-Committees appointed, which otherwise may appoint their own officers.
SECRETARY
25 The Secretary of the Association -
(1) shall keep minutes of the resolutions and proceedings of each general meeting and each committee meeting, in books provided for that purpose, together with a record of the names of Committee members absent from Committee meetings;
(2) shall be responsible for correspondence of the Association;
(3) shall conduct interviews on behalf of the Association;
(4) shall present a full report of the Association's activities during the year to the annual general meeting; and
(5) shall convene all meetings of the Association.
TREASURER
26(1) The Treasurer of the Association (a) shall collect and receive all moneys due to the Association;
(b) shall make all payments authorised by the Association;
(c) shall keep correct accounts and books showing the financial affairs of the Association with full details of all receipts and expenditure connected with the activities of the Association;
(d) shall submit to the Committee for ratification statements of payments;
(e) shall prepare other financial statements as deemed necessary by the Committee;
(f) shall prepare annual financial statements in accordance with Section 30(3) of the Act;
(g) shall be provided with adequate and separate cash custody facilities.
26(2) The accounts and books referred to in sub-clause (1) (a) shall be available for inspection by members;
(b) shall be subject to audit by a member of a recognised accounting institute who shall be appointed by a general-meeting of the Association.
(3) Investment and/or current accounts shall be kept with financial institutions approved by the Committee.
(4) In the absence of the Treasurer, an Assistant Treasurer shall undertake the Treasurer's duties.
(5) The Assistant Treasurer shall be appointed by the Committee and shall hold office until the annual general meeting next after the date of his or her appointment or until the Treasurer is capable of performing his/her duties.
REMOVAL OF MEMBER OF COMMITTEE
27 Subject to Rule 23:
(1) The Association in general meeting may by resolution remove any member of the Committee before the expiration of his/her term of office and appoint another member in his/her stead to hold office until the expiration of the term of the first-mentioned member.
(2) Where the member to whom a proposed resolution referred to in sub-clause (1) makes representations in writing to the Secretary or the President of the Association (not exceeding a reasonable length) and requests that they 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 they are not sent, the member may require that they be read out at the meeting.
CHEQUES
28 All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by two officers of the Association.
SEAL
29(1) The Common Seal of the Association shall be kept in the custody of the Secretary.
(2) The Common Seal shall not be affixed to any instrument except by the authority of the Committee and the affixing of the Common Seal shall be attested by the signatures either of two officers of the Association or of one officer of the Association and of the Public Officer of the Association.
ALTERATION OF RULES AND STATEMENT OF PURPOSES
30 These rules and the statement of purposes of the Association shall not be altered except in accordance with the Act.
BY-LAWS OF THE ASSOCIATION
31 The Committee shall have power to make and enforce any by-laws which it deems necessary
for the correct functioning of the Association.
WINDING UP OR CANCELLATION
32 Subject to the provisions of Part VIII of the Act -
(1) the Association shall not be voluntarily wound up without the consent of three-fourths of the members;
(2) in the event of winding up or cancellation of the Association, all moneys and assets shall be transferred to some organisation or organisations having similar objectives to the Association; or to some appropriate charity; or to be held in trust as may be decided by a general meeting of the Association. They shall not be distributed amongst the members of the Association.
CUSTODY OF RECORDS
33 Except as otherwise provided in these Rules, the Secretary shall keep in his/her custody or under his/her control all books, documents and securities of the Association.
FUNDS
34 The funds of the Association shall be derived from subscriptions, donations, members, trading activities and such other sources as the Committee determines.