NAMBOUR ALLIANCE INC
CONSTITUTION AND RULES
The name of the incorporated association is NAMBOUR ALLIANCE INC hereunder referred to as “the Organisation” or “the Association“.
The mission of the Organisation, a not-for-profit association, is to provide community leadership and to work co-operatively for the benefit of Nambour and surrounding geographical areas by advocating, educating, promoting, implementing and facilitating agreed positions and priorities.
3 Statement of Objectives
The objectives of the Organisation are as follows:-
3.1 To advocate for its members to Government or necessary bodies or entities.
3.2 To facilitate the preparation of further Town Management Plans and to formulate policy for the organisations involvement in and work on any matter for Nambour and surrounding geographical areas.
3.3 To work co-operatively with other organisations and assist in the development of Business and Community Organisations.
3.4 To provide input into the effective management of the public realm, so that it is attractive, safe and accessible to all.
3.5 To assist in protecting the general interests of business owners and operators.
3.6 To add value and enhance the lifestyle, business and community opportunities in Nambour in a sustainable way.
3.7 To collect information and/or survey interested persons, on all matters of interest to assist in achieving all objectives.
3.8 To help the Nambour and surrounding community to understand, develop and achieve a competitive edge for Nambour.
3.9 To develop retail and business skills/expertise and awareness by business owners and operators by providing opportunities for business owners and operators to engage in business networking and training.
3.10 To organiselpromote and encourage mutually supportive, practical partnerships between business, service providers, public authorities (including Sunshine Coast Council) and Nambour and its surrounding community (including residentslworlters and visitors) to promote affiliation, collaboration and cooperation between business service providers etc.
3.11 To prioritise and adopt strategic directions, actions, roles and responsibilities Nambour , and
3.12 To improve and enhance Nambour, to the benefit of the community in a sustainable way including the promotion of projects and events for the benefit of Nambour Town Centre and surrounding geographical areas.
3.13 To improve and enhance Nambour, to the benefit of the community in a sustainable way including the promotion of projects and events for the benefit of Nambour Town Centre and surrounding geographical areas.
4 Powers of the Organisation
4.1 The Organisation shall, for the purpose of attaining its objectives, have power, in accordance with this Constitution, to:-
(i) Make subinissions to Governments and other agencies, consistent with the objectives of the Organisation and adopted business plan;
(ii) Carry out the objectives of the Organisation; and
(iii) Raise/receive funds:-
(a) in respect of the staffing of the Organisation;
(b) for the purpose of carrying out of projects or studies agreed by the Organisation;
(c) for any other purpose that may be authorised by the Organisation and funded in whole or in part by Council. NB. Capital works on public land may be carried out only with Council approvalland are to be generally funded by Council.
4.2 The control, regulation, maintenance and management of the exercise of these powers is vested in the meetings of members in accordance with this Constitution subject to any delegation or authority which may have been granted.
4.3 The Organisation may, by resolution, and within limits defined in such resolution, authorise the Board, a member, staff or other persons to exercise or perform on behalf of the Organisation any power, authority, duly or function other than any power, authority, duty or function the Organisation, by resolution, reserves for itself.
5.1 Classes of Membership
The affairs and working of the Organisation shall be under the general control of the “Members” or “Members of the Organisation” in their capacity as such), who shall be made up of the following categories:
5.1.1 Individual Members who must pay a yearly membership fee as set by the Board on the lSt day of July each year or as otherwise set by the Board at each Annual General Meeting who will each have individual voting rights and are eligible for election to the Board provided they meet the requisites contained at Clause 9.
5.1.2 Community Groups including incorporated and non-incorporated who must pay a yearly membership fee as set by the Board on the lSt day of July each year or as otherwise set by the Board at each Annual General meeting who will have one voting right per group. Delegates of community groups are eligible for election to the Board provided they meet the requisites contained at Clause 9.
5.1.3 Small Businesses, including sole traders, of up to seven (7) employees (of full time equivalent) who must pay a yearly membership fee as set by the Board on the lStd ay of July each year or as otherwise set by the Board at each Annual General meeting who will have one voting right per business. Delegates of small businesses are eligible for election to the Board provided they meet the requisites contained at Clause 9.
5.1.4 Medium Businesses of up to twenty (20) employees (of full time equivalent) who must pay a yearly membership as set by the Board on the 1″ day of July each year or as otherwise set by the Board at each Annual General meeting who will have one voting right per business. Delegates of medium businesses are eligible for election to the Board provided they meet the requisites contained at Clause 9.
5.1.5 Large Businesses of more than twenty (20) employees (of full time equivalent) who must pay a yearly membership as set by the Board on the lSt day of July each year or as otherwise set by the Board at each Annual General meeting who will have one voting right per business. Delegates of large businesses are eligible for election to the Board provided they meet the requisites contained at Clause 9.
5.1.6 Schools or Education Facilities who must pay a yearly membership as set by the Board on the lSt day of July each year or as otherwise set by the Board at each Annual General meeting who will have one voting right per school or facility and are not eligible for election to the Board.
5.1.7 An owner or manager of a small, medium or large business may nominate and sponsor any person (or persons) associated with their business to be Affiliate Members. Affiliate members have the same privileges and rights as an individual member as described at Clause 5.1 .l, except the right to vote, although such membership shall cease if the business with whom the Affiliate Member is associated with ceases to be a member of the Organisation, upon which time the Affiliate Member may chose to apply for membership as an individual member.
5.1.8 Life Members – the Organisation may elect any of its members, past members or any member of the community who has served the Organisation, as an honorary life member in recognition of special services to the Organisation. Honorary life members shall thereupon be entitled to all privileges of an individual member. The life members of the Nambour District Chamber of Commerce as of 30 June 2010, shall automatically be life members of this organisation.
5.2 Any current financial member of the Nambour District Chamber of Commerce Inc as at June 2010 (including life members), will automatically become a business member in the corresponding category, without there being any membership fee for renewal for the 201012011 financial year as described at Clause 5.1.1.
5.3 An Application for Membership must be:-
(i) In writing;
(ii) Signed by the Applicant;
(iii) The form decided by the Board;
(iv) Accompanied by the relevant yearly membership fee.
5.4 A person ceases to be a Member of the Organisation if the person:
- Dies, or
- Resigns membership, or
- Is expelled from the Organisation by resolution, or
- Remains unfinancial for more than three (3) calendar months in any financial year with membership fees due and owing on the lSt day of August each financial year.
5.5 The Board may terminate a Member’s membership if the Member:
- Is convicted of an indictable offence; or
- Does not comply with any of the provisions of these Rules; or
- Conducts himself or herself in a way considered to be injurious or prejudicial to the character and/or interests of the Association.
5.6 Before the Board terminates a Member’s membership, the Board must give the Member a full and fair opportunity to show why the membership should not be terminated.
5.7 If after considering all representations made by the Member, the Board decides to terminate the membership, the Secretary must give the Member a written notice of the decision.
5.8 Members of the Organisation (including Members of the Board and the Executive Committee) are not entitled to any remuneration in respect of their services. However, the Organisation may pay to or on behalf of its Members reasonable allowances towards their necessary out-of-pocket expenses for conveyance and subsistence in travelling (if any).
5.9 Unless otherwise resolved by the Organisation, there shall be no entrance fees, subscriptions or other amounts to be paid by Members of the Organisation other than those prescribed at Clause 5.1.
6 Register of Members
6.1 The Board must keep a register of members.
6.2 The register of members must include the following particulars for each member-
(i) the full name and residential or business address of the member;
(ii) the date of admission as a member or business;
(iii) the date of death or resignation of the member or business;
(iv) details about the termination or reinstatement of membership;
(v) any other particulars the Board or the members at a general meeting decide.
6.3 The register must be open for inspection at all reasonable times, however the private contact details of a member, including their residential address of members are not to be provided without the consent of the member.
6.4 However, before the member may inspect the register, the member must apply to the secretary to inspect it.
7 Admission and Rejection of Members
7.1 The Board must consider an Application for Membership at the next meeting of the Board held after it receives –
(i) The Application; and
(ii) The appropriate membership fee if any, for the Application
7.2 The Board must decide at the meeting whether to accept or reject the Application.
7.3 If a majority of the Board Members present at the meeting vote to accept the Applicant as a Member, the Applicant must be accepted as a Member to the class of membership applied and qualified for.
7.4 The Secretary of the Association must as soon as practicable after the Board decides to accept or reject an Application, give the Applicant a written notice of the decision.
7.5 The Board may remove any person from the Register of Members, terminate their membership, and refuse further application for Membership by that member/person, upon finding by the Board of a breach of any provision of this Constitution.
8.1 If the Association has not elected an interim officer as Secretary for the Association before its incorporation, the members of the Board must ensure a Secretary is appointed or elected for the Association within 1 month after incorporation.
8.2 If a vacancy happens in the office of Secretary, the members of the Board must ensure a Secretary is appointed or elected for the Association within 1 month after the vacancy happens.
8.3 The Secretary must be an individual residing in Queensland, or in another State but not more than 65 km from the Queensland border, who is –
(i) a member of the Association elected by the Association as Secretary; or
(ii) any of the following persons appointed by the Board-
(a) a member of the Association’s Board;
(b) a member of the Association;
(c) another person.
8.4 The Board may appoint and remove the Association’s Secretary at any time.
9 Membership of the Board
9.1 The Board (referred to as “the Board”)
9.1.1 The Board will:
22.214.171.124 consist of a minimum of 9 and a maximum of 1 1 persons who meet the criteria set out herein.
126.96.36.199 comprise of no more than four (4) or five (5) persons who reside in the Nambour Local Government area, who do not necessarily have commercial business interests in Nambour; and
188.8.131.52 comprise of no less five (5) to six (6) persons who own or manage a business or own commercial property in Nambour.
9.1.2 Each Board Member shall be community minded and have proven expertise, experience or sltills in one or more of the following fields:
- Public Relations;
- Strategic planning; or
- Town Planning.
9.2 The initial Board of the Organisation for 20101201 1 year, shall be appointed by the Management Committees of the Nambour Chamber of Commerce and Nambour Futures Inc, and shall contain a total of four (4) current members from the Nambour Chamber of Commerce and three (3) current members from Nambour Futures Committee, who;
9.2.1 Must meet the criteria of Clause 9.1
9.2.2 Must be appointed for a term of no less than 1 year; and
9.2.3 Must be currently considered as a member of the Nambour Chamber of Commerce or Nambour Futures Inc.
9.3 An election for the Board shall be held initially after 1 year (the 2010/2011 year) and then in accordance with Clause 9.4 and shall take place at an Annual General Meeting of the Organisation, with the first such election to coincide with the expiration of the term of office of the initial Board. At the conclusion of the 2010/2011 year, any three members will stand down, and be eligible for reelection but four members will remain for a further term of one (I) year, in total two (2) years.
9.4 From 1 July 2011, for the 2011/2012 year, the tenure of the Board and each subsequent tenure shall be 2 years as follows:
9.4.1 The three members elected in the 201112012 year, their term shall be for two (2) years; and
9.4.2 The remaining four members who did not resign after the first year, shall resign at the end of the 201 112012 year and be eligible for re-election together with any other applicants for the 2012/2013 year.
9.5 Thereafter, each position shall be for a tenure of two years with all members eligible for reelection at any stage.
9.6 The Board is to call for nominations by way of Public Notice for election to the Board no less than 2 months prior to the Annual General Meeting with nominations closing 1 month prior to the Annual General Meeting. The Board will thereafter, no less than 7 days prior to the Annual General Meeting determine the candidates that meet the criteria herein, and will be eligible for election pursuant to Clause 10 hereof, such candidates being published to all members, no less than 7 days prior to the Annual General Meeting.
9.7 The election of the Board at each Annual General Meeting following the 2010/2011 year is to be in the way as prescribed at Clause 10.
9.8 Where a casual vacancy in the office of a Board Member occurs, the Board (see clause 12) shall appoint a person holding the requisite qualification to fill the vacant position
9.9 The Board of the Association shall include a Chairperson, Treasurer, and 7 to 9 other persons.
9.10 A member of the Board, other than the Secretary, must be a member of the Association.
9.11 At each annual general meeting of the Association, as relevant in accordance with this Constitution, the members of the Board must retire from office, but are eligible, on nomination for re-election.
10 Electing the Board Subsequent to the Inaugural Board
10.1 A member of the subsequent Board may only be elected as follows –
(i) Any 2 members of the Association may nominate another member (the candidate) to serve as a member of the subsequent Board or alternatively a candidate may nominate themselves.
(ii) The nomination must be –
(a) in writing; and
(b) Sanctioned by the current Board; and
(c) signed by the candidate and the members who nominated him or her; and
(d) given to the Secretary at least 1 month before the Annual General Meeting at which the election is to be held, who then will present the list to the Board, who
i. will no less than 7 days prior to the Annual General Meeting determine the candidates that meet the criteria in Clause 9.1 and publish the candidates eligible for election to the members no less than 7 days prior to the Annual General Meeting, in accordance with 10.2.
(iii) Each member present at the Annual General Meeting may vote once only for each of the vacancies on the Board.
(iv) If, at the start of the meeting, there are not enough candidates (being seven (7)) nominated, then provided the candidate meets the criteria of Clause 9.1, they will be deemed a member of the Board.
(v) Within 14 days of the Annual General Meeting, the subsequent Board will then appoint the positions of Chairperson, Treasurer and Secretary.
10.2 A list of the candidates’ names in alphabetical order, with the names of the members who nominated each candidate, must be posted in a conspicuous place in the office or usual place of meeting of the Association for at least 7 days immediately preceding the Annual General Meeting.
10.3 If required by the Board, balloting lists must be prepared containing the names of the candidates in alphabetical order.
11 Resignation or Removal from Office of Board Member
11.1 A Board member may resign from the Board by giving written notice of resignation to the Secretary.
11.2 The resignation takes effect on –
(i) the day and at the time the notice is received by the secretary; or
(ii) if a later day is stated on the notice -the later day.
11.3 A member may be removed from office at a general meeting of the Association if a majority of the members present at the meeting vote in favour of removing the member.
11.4 Before a vote of members is taken above removing the member from office, the member must be given a full and fair opportunity to show cause why he or she should not be removed from office.
11.5 A member has no right of appeal against the member’s removal from office under this section.
12 Vacancies on the Board
12.1 If a casual vacancy happens on the Board, the continuing members of the Board may appoint another member of the Association to fill the vacancy until the next annual general meeting.
12.2 The continuing members of the Board may act despite a casual vacancy on the Board.
12.3 However, if the number of Board members is less than the number fixed under these rules as a quorum of the Board, the continuing members may act only to –
(i) increase the number of Board members to the number required for a quorum; or
(ii) call a general meeting of the Association.
13 Functions of the Board
13.1 Subject to these rules or a resolution of the Association members carried at a general meeting, the Board –
(i) has the general control and management of the administration of the affairs, property and funds of the Association; and
(ii) has authority to interpret the meaning of these rules and any matter relating to the Association on which the rules are silent.
13.2 The Board may exercise the powers of the Association –
(i) To borrow, raise or secure the payment of amounts in a way the Association members decide; and
(ii) To secure the amounts mentioned in paragraph (i) or the payment or performance of any debt, liability, contract, guarantee or other engagement incurred or to be entered into by the Association in any way, including the issue of debentures (perpetual or otherwise) charged upon the whole or part of the Association’s property, both present and future; and
(iii) To purchase, redeem or pay off any securities issued; and
(iv) To borrow amounts from members and pay interest on the amounts borrowed; and
(v) To mortgage or charge the whole or part of its property; and
(vi) To issue debentures and other securities, whether outright or as security for any debt, liability or obligation of the Association; and
(vii) To provide and pay off any securities issued; and
(viii) To invest in an way the members of the Association may from time to time decide.
13.3 For sub-section 13.2(iv), the rate of interest must not be more than the current rate being charged for overdrawn accounts on money lent (regardless of the term of the loan) by –
(i) The financial institution for the Association; or
(ii) If there is more than 1 financial institution for the Association – the financial institution nominated by the Association.
14 Meetings of the Board
14.1 Subject to subsections 14.2 to 14.16, the Board may meet and conduct its proceedings as it considers appropriate.
14.2 The Board must meet at least once very 4 months to exercise its functions.
14.3 The Board must decide how a meeting is to be called.
14.4 Notice of a meeting is to be given in the way decided by the Board.
14.5 If the Secretary receives a written request signed by at least 33% of the Board members, the Secretary must call a special meeting of the Board.
14.6 A request for a special meeting must state –
(i) Why the special meeting is being called; and
(ii) The business to be conducted at the meeting.
14.7 At a Board meeting, more than 50% of the members elected or appointed to the Board as at the close of the last general meeting of the members form a quorum.
14.8 A question arising at a Board meeting is to be decided by a majority vote of Board members present at the meeting, and if the votes are equal, the question is decided in the negative.
14.9 A Board member must not vote on a question about a contract or proposed contract with the Association if the member has an interest in the contract or proposed contract, and if the member does vote, the member’s vote must not be counted.
14.10 The Secretary must give each Board member at least 14 days notice of a special meeting of the Board.
14.11 A notice of a special meeting must state –
(i) the day, time and place of the meeting; and
(ii) the business to be conducted at the meeting.
14.12 The Chairperson or, if there is no Chairperson or if the Chairperson is not present within 10 minutes after the time fixed for a Board meeting, the Treasurer is to preside as chairperson at the meeting.
14.13 If the Chairperson and the Treasurer are absent from a Board meeting, the members may choose 1 of their number to preside as Chairperson at the meeting.
14.14 If a quorum is not present within 30 minutes after the time fixed for a Board meeting called on the request of Board members, the meeting lapses.
14.15 If a quorum is not present within 30 minutes after the time fixed for a Board meeting called other than on the request of Board members, the meeting is to be adjourned to –
(i) the same day, time and place in the next week; or
(ii) a day, time and place decided by the Board.
14.16 If, at the adjourned meeting mentioned in sub-section 14.15, a quorum is not present within 30 minutes after the time fixed for the meeting, the meeting lapses.
15 Delegation of Board Powers
15.1 The Board may delegate the whole or part of its powers to a subcommittee consisting of the Association members considered appropriate by the Board.
15.2 A subcommittee may only exercise delegated powers in the way the Board decides.
15.3 A subcommittee may elect a chairperson of its meetings.
15.4 If a chairperson is not elected, or if the chairperson is not present within 10 minutes after the time fixed for a meeting, the members present may choose 1 of their number to be chairperson of the meeting.
15.5 A subcommittee may meet and adjourn as it considers appropriate.
15.6 A question arising at a subcommittee meeting is to be decided by a majority vote of the members present at the meeting and, if the votes are equal, the question is decided in the negative.
16 Acts Not Affected by Defects or Disqualifications
16.1 An act performed by the Board, a subcommittee or a person acting as a member of the Board is taken to have been validly performed.
16.2 Subsection 16.1 applies even if the act was performed when –
(i) There was a defect in the appointment of a member of the Board, subcommittee or person acting as a member of the Board; or
(ii) A Board member, subcommittee member or person acting as a member of the Board was disqualified from being a member.
17 Resolution of Board Without Meeting
17.1 A written resolution signed by each member of the Board for the time being entitled to receive notice of a Board meeting is as valid and effectual as if it had been passed at a Board meeting that was properly called and held.
17.2 A resolution mentioned in sub-section 17.1 may consist of several documents in like form, each signed by 1 or more members of the Board.
17.3 A written resolution by way of e-mail voted on by the Board, having been properly proposed and seconded by way of e-mail and sufficient votes collected to have passed the resolution by a majority of the Board members, is valid and effectual as if it had been passed at a Board meeting that was properly called and held.
18 First General Meeting
18.1 The first general meeting must be held not less than 1 month, and not more than 3 months, after the day the Association is incorporated.
18.2 The Board must decide where the meeting is to be held.
18.3 The business to be conducted at the first general meeting must include the appointment of an auditor.
19 First Annual General Meeting
19.1 The first annual general meeting must be held within 18 months after the day the Association is incorporated.
20 Subsequent Annual General Meetings
20.1 Each subsequent annual general meeting must be held –
(i) At least once each year; and
(ii) Within 6 months after the end of the Association’s previous financial year.
21 Business to be Conducted at Annual General Meeting
21.1 The following business must be conducted at each annual general meeting –
(i) Receiving the statement of income and expenditure, assets, liabilities and mortgages, charges and securities affecting the property of the Association for the last financial year;
(ii) Receiving the Auditor’s report on the financial affairs of the Association for the last financial year;
(iii) Presenting the audited statement to the meeting for adoption;
(iv) Electing member of the Board;
(v) Appointing an auditor.
22 Special General Meeting
22.1 The Secretary may only call a special general meeting by giving each member notice of the meeting within 14 days after –
(i) Being directed to call the meeting by the Board; or
(ii) Being given a written request signed by –
(a) at least 33% of the members of the Association presently on the Board;
(b) at least the number of ordinary members of the Association equal to double the number of members of the Association presently on the Board plus 1; or
(iii) Being given a written notice of an intention to appeal against the decision of the Board –
(a) to reject an application for membership; or
(b) to terminate a person’s members
22.2 A request mentioned in sub-section 22.l(ii) must state –
(i) Why the special general meeting is being called; and
(ii) The business to be conducted at the meeting.
23 Notice of General Meeting
23.1 The Secretary may call a general meeting of the Association.
23.2 The Secretary must give at least 14 days notice of the meeting to each Association member.
23.3 The Board may decide the way in which the notice must be given.
23.4 However, notice of the following meetings must be given in writing –
(i) A meeting called to hear and decide the appeal of a member against the rejection or termination of the member’s membership by the Board; or
(ii) A meeting called to hear and decided a proposed special resolution of the Association.
23.5 A notice of a general meeting must state the business to be conducted at the meeting.
24 Quorum for, and Adjournment of, General Meeting
24.1 Subject to sub-section 24.5, at a general meeting a quorum is reached by the attendance of half of the members plus two.
24.2 No business may be conducted at a general meeting unless a quorum of members is present when the meeting proceeds to business.
24.3 If a quorum under sub-section 24.1 is not present within thirty (30) minutes from the time fixed for the meeting, the members present form a quorum.
24.4 The Chairperson may, with the consent of any meeting at which a quorum is present, and must if directed by the meeting, adjourn the meeting from time to time and from place to place.
24.5 If a meeting is adjourned under sub-section 24.4, only the business left unfinished at the meeting from which the adjournment took place may be conducted at the adjourned meeting.
24.6 The Secretary is not required to give the members notice of an adjournment or of the business to be conducted at an adjourned meeting unless a meeting is adjourned for at least 30 days.
24.7 If a meeting is adjourned for at least 30 days, notice of the adjourned meeting must be given in the same way notice is given for an original meeting.
24.8 In this rule – “member” includes a person attending as a proxy or representing a corporation that is a member.
25 Procedure at General Meeting
25.1 Subject to these rules, at each general meeting –
(i) The Chairperson of the Board or, if there is no Chairperson or if the Chairperson is not present within 15 minutes after the time fixed for the meeting or is unwilling to act, the Treasurer is to preside as Chairperson; and
(ii) If the Treasurer is absent or unwilling to act as Chairperson, the members present must elect 1 of their number to be Chairperson of the meeting; and
(iii) The Chairperson must conduct the meeting in a proper and orderly way; and
(iv) Each question, matter or resolution must be decided by a majority of votes of the members present; and
(v) Each member present and entitled to vote is entitled to 1 vote only and if, if the votes are equal, the Chairperson has a casting vote as well as a primary vote; and
(vi) A member is not entitled to vote at a general meeting if the member’s annual subscription is in arrears at the date of the meeting; and
(vii) Voting may be by a show of hands or a division of members, unless at least 20% of the members present demand a secret ballot; and
(viii) If a secret ballot is held, the Chairperson must appoint 2 members to conduct the secret ballot in the way the Chairperson decides; and
(ix) The result of a secret ballot as declared by the Chairperson is talten to be a resolution of the meeting at which the ballot was held; and
(x) A member may vote in person or by proxy or by attorney and –
(a) on a show of hands each person present who is a member or a representative of a member has 1 vote; and
(b) in a secret ballot, each member present in person or by proxy or by attorney or other properly authorized representative has 1 vote; and
(xi) An instrument appointing a proxy must be in writing; and –
(a) if the appointer is an individual – signed by the appointer or the appointerys attorney properly authorized in writing; or
(b) if the appointer is a corporation – either under seal or signed by a properly authorised officer or attorney of the corporation; and
(xii) A proxy may be a member of the Association or another person; and
(xiii) The instrument appointing a proxy is taken to confer authority to demand or join in demanding a secret ballot; and
(xiv) If someone wants to give a member an opportunity to vote for or against a resolution, the instrument appointing a proxy must be in the following or like form –
I, ___________ of _____________, being a member of the
Association, appoint ___________ of ___________
as my proxy to vote for me on my behalf at the (annual) general meeting
of the _____________ Association, to be held on the
day ______ of _______ 20__ , and at any adjournment of the
Signed this ___________. day of ____________ 20__
This form is to be used *in favour of /*against the resolution
*Strike out whichever is not wanted (Unless otherwise instructed, the proxy may vote as the proxy considers appropriate); and
(xv) Each instrument appointing a proxy must be given to the Secretary before the start of the meeting or adjourned meeting at which the person named in the instrument proposes to vote; and
(xvi) The Secretary must ensure full and accurate minutes of all questions, matters, resolutions and other proceedings of each Board meeting and general meeting are entered in a minute book; and
(xvii) The Secretary must ensure the minute book for each general meeting is open for inspection at all reasonable times by any financial member who previously applies to the Secretary for the inspection.
25.2 To ensure the accuracy of the minutes recorded under sub-section 25.l(xvi) –
(i) The minutes of each Board meeting must be signed by the Chairperson of the meeting, or the Chairperson of the next Board meeting, verifying their accuracy; and
(ii) The minutes of each general meeting must be signed by the Chairperson of the meeting, or the Chairperson of the next general meeting, verifying their accuracy; and
(iii) The minutes of each annual general meeting must be signed by the Chairperson of the meeting, or the Chairperson of the next meeting of the Association that is a general meeting or annual general meeting, verifying their accuracy.
26 Annual General Meetings and Special General Meetings
26.1 With the exception of the first Annual General Meeting of the Organisation, the Organisation 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 which shall be open to the public.
26.2 The Organisation must hold its first Annual General Meeting within 3 months after its incorporation under the Associations Incorporation Act 1981 (Qld) “the Act”..
26.3 Clauses 26.1 and 26.2 have effect subject to any extension or permission granted by the Director-General under Section 26(3) of the Act.
26.4 The Annual General Meeting of the Organisation is, subject to the Act and to Rule 24, to be convened on such date and at such place and time as the Board thinks fit.
26.5 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.. .
(i) To confirm the Minutes of the last preceding Annual General Meeting and of any special General Meeting held since that meeting;
(ii) To receive from the Board, reports on the activities of the Organisation during the last preceding financial year;
(iii) To elect, when necessary to do so, office bearers of the Organisation;
(iv) To receive and consider the statement which is required to be submitted to members of the Organisation under Section 26(6) of the Act.
26.6 An Annual General Meeting must be specified as such in the notice convening it.
26.7 The Board may, whenever it thinks fit, convene a Special General Meeting of the Organisation which shall be open to the public unless the Board otherwise decides.
26.8 The Board must, on the request in writing of at least three of the members of the Organisation, convene a special General Meeting of the Organisation (which shall be open to the public unless the Board or meeting otherwise decides), to be held as soon as practicable but in any event, within 21 days after receipt of the request. A request by members for a special General Meeting, must state the purpose or purposes of the meeting, must be signed by the members making the request and must be lodged with the Secretary.
27 The Chairperson
27.1 The Chairperson shall preside at all meetings of the Organisation (including, unless otherwise directed by resolution of the Organisation, all meetings of the Board). In the absence of the Chairperson, the Treasurer shall preside at any meeting of the Organisation. In the absence of the Chairperson and the Treasurer, the members present at the meeting shall elect one of their members to preside.
27.2 The Chairperson, unless otherwise directed by resolution of the Organisation, shall –
(i) act as spokesperson for the Organisation;
(ii) exercise leadership and give direction to the Organisation;
(iii) represent the Organisation to other Agencies and Governments;
(iv) present the Organisation and its decisions to the community, media, Government and other interested groups;
(v) together with the Treasurer and one other member of the Board, authorise the expenditure of funds provided provisions has been made within the .adopted budget; and
(vi) call meetings as required.
28 Resolution of Internal Disputes
28.1 If a dispute arises between members (in their capacity as members) of the Organisation, or between members and the Organisation, all endeavours must be made by the parties in question to resolve the dispute in a spirit of co-operation. If endeavours to resolve the matter do not achieve agreement between the parties within 14 business days of the first meeting called to resolve the dispute, the parties must seek the assistance of an external mediator to assist them to resolve the matter. The parties shall reach an agreement in writing on the choice of mediator and shall, at least 7 days before a mediation session is to commence, exchange statements of the issues that are in dispute between them and supply copies to the mediator. The costs of the mediation are to be borne by the respective parties to the mediation.
29 Disciplining Members
29.1 A complaint made to the Board by a person who is a member of the Organisation that some other member of the Organisation has persistently refused or neglected to comply with a provision or provisions of the Constitution and Rules or has persistently and willfully acted in a manner prejudicial to the interests of the Organisation.
29.2 On receiving such a complaint, the Board must cause notice of the complaint to be served on the member concerned, must give the member at least 14 days from the time the notice is served within which to make submissions to the Board in connection with the complaint, and must take into consideration any submissions made by the member in connection with the complaint.
30 Appeal Against Rejection or Termination of Membership
30.1 A person whose application for membership has been rejected, or whose membership has been terminated, may give the secretary written notice of the person’s intention to appeal against the decision.
30.2 A notice of intention to appeal must be given to the secretary within 1 month after the person receives written notice of the decision.
30.3 If the secretary receives a notice of intention to appeal, the secretary must, within 3 months after the date of receipt, call a general meeting to decide the appeal.
30.4 At the meeting, the applicant must be given a full and fair opportunity to show why the application should not be rejected or the membership should not be terminated.
30.5 Also, the Board and the Board members who rejected the application or terminated the membership must be given the opportunity to show why the application should be rejected or the membership should be terminated.
30.6 An appeal must be decided by a vote of the members present at the meeting.
30.7 If a person whose application has been rejected does not appeal against the decision within 1 month after receiving written notice of the decision, or the person appeals but the appeal is unsuccessful, the secretary must, as soon as practicable, refund the application fee paid by the person.
31 Rights of Appeal of Disciplined Member
3 1.1 A member may appeal to the Organisation in a special general meeting against a resolution of the Board in accordance with the abovementioned clause within 7 days after notice of the resolution is served on the member, by lodging with the Board a notice to that effect.
3 1.2 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 1.3 On receipt of a notice from a member under clause 29.1, the Board must notify all members of the Association which is to convene a special general meeting of the Organisation to be held within 21 days after the date on which the Board received the notice.
3 1.4 At a special general meeting of the Organisation convened under this clause, the Board and the member must be given the opportunity to state their respective cases orally or in writing, and the members present are to vote by secret ballot on the question of whether the resolution should be confirmed or revoked.
31.5 If the special general meeting of the Organisation passes a special resolution in favour of the confirmation of the original resolution disciplining the member, then the special resolution is confirmed. This special resolution must be passed by no less than three fourths of members present and entitled to vote.
32.1 The Organisation shall have the power to appoint or otherwise engage on such terms (including terms as to remuneration) as the Organisation thinks fit a Place ManagerICo-ordinator as well as other such staff as the Organisation may require from time to time.
33 Advisory Committee
33.1 The Organisation may, from time to time, appoint any number of Advisory Committees in connection with any work, activity or object of the Organisation.
33.2 The Organisation shall have power to co-opt any person to assist and/or comprise any such committee.
34.1 The office of the Organisation shall be at any location to be nominated by the Board from time to time, if at all.
35 Financial Year
35.1 The Organisation’s financial year shall commence on 1 July and terminate on 30 June.
36.1 The Organisation shall determine an Annual Budget which will include:
(ii) The amount of proposed revenue and expenditure by the Organisation.
(iii) The amount in hand available for such expenditure.
(iv) Any additional amount required to be raised to meet such expenditure.
36.2 The Organisation shall pay all monies received by it to a Bank Account held in the name of the Organisation and shall use such monies for the purpose of, and subject to, the terms of this Constitution.
36.3 The accounts of the Organisation shall be kept according to the same principles as the accounts approved by the auditors of the Organisation.
36.4 All accounts shall be operated in such manner and by such persons as the Organisation shall from time to time determine. Payments of accounts may be authorised by any two (2) of the Chairperson, Treasurer or another member authorised by the Board for the purpose. All payments made shall be reported to the Board.
37.1 The Organisation shall appoint an auditor who shall annually audit the accounts of the Organisation.
37.2 The audited accounts shall be presented to a meeting of the Organisation at a date to be determined each year.
38 Annual Report
38.1 The Organisation shall submit an Annual Report to each member and the Sunshine Coast Council with the notice of the Annual General Meeting.
39 Termination of Membership
39.1 A member may withdraw from membership of the Organisation on giving two months notice of termination to the Organisation. When such termination takes effect the Constitution remains in force between the remaining members of the Organisation.
40 Termination of Organisation
40.1 Upon the termination of this Organisation the debts and liabilities of the Organisation shall be discharged out of the assets of the Organisation. The balance of the assets shall be distributed in accordance with Clause 50.
41 Member’s Liabilities
41.1 The liability of a member of the Organisation to contribute towards the payment of the debts and liabilities of the Organisation or the costs, charges and expenses of the winding of the Association is limited to the amount of $1.00.
42 Register of Members and Custody of Books
42.1 Except as otherwise provided by these rules, the Secretary must keep and maintain in his or her custody or under his or her control all records, books and other documents relating to the Organisation as well as a register of members of the Organisation.
43 Inspection of Books
43.1 The records, books and other documents of the Organisation must be open to inspection, free of charge, by a member of the Organisation at any reasonable hour.
44.1 The Board may make, amend or repeal by-laws not consistent with these rules, for the internal management of the Association.
44.2 A by-law may be set aside by a vote of members at a general meeting of the Association.
45 Alteration of Rules
45.1 Subject to the Associations Incorpo18ation Act 1981, these rules may be amended, repealed or added to by a special resolution carried at a general meeting.
45.2 However an amendment, repeal or addition is valid only if it is registered by the Chief Executive of the Department administering the Act.
46 Common Seal
46.1 The Board must ensure the Association has a common seal.
46.2 The common seal must be –
(i) Kept securely by the Board; and
(ii) Used only under the authority of the Board.
46.3 Each instrument to which the seal is attached must be signed by a member of the Board and countersigned by –
(i) The Secretary; or
(ii) Another member of the Board; or
(iii) Someone appointed by the Board.
47 Funds and Accounts
47.1 The funds of the Association must be kept in an account in the name of the Association in a financial institution decided by the Board.
47.2 Records and accounts must be kept in the English language showing full and accurate particulars of the financial affairs of the Association.
47.3 All amounts must be deposited in the financial institution account as soon as practicable after receipt.
47.4 All drawings on the Association’s Bank Account, either by cheque, withdrawal or electronic transfer, will require two authorised signatories to approve. If an amount of $100.00 or more is paid by cheque, the cheque must be signed by any 2 of the following-
(i) the Chairman;
(ii) the Treasurer;
(iii) any other members authorised by the Board by way of resolution.
47.5 Cheques, other than cheques for wages, allowances or petty cash recoupment, must be crossed ‘not negotiable’.
47.6 A petty cash account must be kept on the imprest system, and the Board must decide the amount of petty cash to be kept in the account.
47.7 All expenditure above $1,000.00 must be approved or ratified at a Board meeting. Amounts below $1,000.00 can be approved by the Treasurer and one other Board member.
47.8 The Treasurer must, as soon as practicable after the end of each financial year quarter, ensure a statement containing the following particulars is prepared –
(i) the income and expenditure for the financial year just ended;
(ii) the Association’s assets and liabilities at the close of the year;
(iii) the mortgages, charges and securities affecting the property of the Association at the close of the year.
47.9 If the Association is incorporated within 3 months before the end of the Association’s financial year, subsection 47.8 does not apply for the financial year in which the Association is incorporated.
47.10 The auditor must examine the statement prepared under sub-section 47.8 and present a report about it to the Secretary before the next annual general meeting following the financial year for which the audit was made.
47.11 The income and property of the Association must be used solely in promoting the Association’s objects and exercising the Association’s powers.
48.1 The Board must ensure the safe custody of books, documents, instruments of title and securities of the Association.
49 Distribution of Surplus Assets to Another Entity
49.1 This section applies if the Association –
(i) is wound up under Part 10 of the Act; and
(ii) it has surplus assets.
49.2 The surplus assets must not be distributed among the Association members.
49.3 The surplus assets must be given to another entity –
(i) having objectives similar to the Association’s objectives; and
(ii) be located in the local Nambour and Districts area; and
(iii) the rules of which prohibit the distribution of the entity’s income and assets to its members.
49.4 If the Association is unable to find a suitable organisation, the funds may be given to the Sunshine Coast Council with a directive that the funds are to be utilized within the local Nambour and Districts area.
49.5 In this section –
“surplus assets” has the meaning given by Section 92(3) of the Act.