Friends of the Old Bega Hospital
Notice of Annual General Meeting 2013 - Appendix 1
Proposed constitution of the Friends of the Old Bega Hospital Incorporated
CONTENTS
Part 1 – Preliminary
1. Definitions
Part 2 - Objectives
2. Objectives
3. Not for profit
Part 3 – Membership
4. Membership generally
5. Nomination for membership
6. Cessation of membership
7. Membership entitlements not transferable
8. Resignation of membership
9. Register of members
10. Fees and subscriptions
11. Members' liabilities
12. Resolution of disputes
13. Disciplining of members
14. Right of appeal of disciplined members
Part 4 – The committee
15. Powers of the committee
16. Composition and membership of committee
17. Election of committee members
18. Secretary
19. Treasurer
20. Casual vacancies
21. Removal of committee members
22. Committee meetings and quorum
23. Delegation by committee to sub-committee
24. Voting and decisions
Part 5 – General meetings
25. Annual general meetings – holding of
26. Annual general meetings – calling of business
27. Special general meetings – calling of
28. Notice
29. Quorum for general meetings
30. Presiding member
31. Adjournment
32. Making of decisions
33. Special resolutions
34. Voting
35. Proxy votes not permitted
36. Postal ballots
Part 6 – Miscellaneous
37. Insurance
38. Funds – source
39. Funds – management
40. Change of name, objects and constitution
41. Custody of books etc
42. Inspection of books etc
43. Service of notices
44. Financial year
45. Public Fund
46. Winding Up
Part 1 – Preliminary
1. Definitions
(1) In this constitution:
Director-General means the Director-General of the Department of Services, Technology and Administration.
Ordinary committee member means a member of the committee who is not an office-bearer of the association.
Secretary means:
(a) the person holding office under this constitution as secretary of the association, or
(b) if no such person holds that office – the public officer of the association.
Special general meeting means a general meeting of the association other than an annual general meeting.
The Act means the Associations Incorporation Act 2009.
The Regulation means the Associations Incorporation Regulation 2010.
(2) In this constitution
(a) a reference to a function includes a reference to a power, authority and duty and
(b) a reference to the exercise of a function includes, if the function is a duty, a reference to the performance of the duty.
(3) The provisions of the Interpretation Act 1987 apply to and in respect of this constitution in the same manner as those provisions would so apply if this constitution were an instrument made under the Act.
Part 2 - Objectives
2. Objectives
The objectives of the association are to encourage and support restoration, conservation, development and maintenance of the Old Bega Hospital as a heritage, cultural and community precinct.
3. Not for Profit
The association must not operate for the profit or gain of its individual members
Part 3 – Membership
4. Membership generally
(1) A person is eligible to be a member of the association if:
(a) the person is a natural person or a body corporate,
(b) the person supports the objectives of the association, and
(c) the person has not been expelled from the association.
(2) A person is taken to become 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) of the Act was made.
5. Application for membership
(1) An application for membership of the association by a person who is eligible to be a member of the association:
(a) must be made by that person in writing in the form approved by the Committee,
(b) must be lodged with the secretary of the association, and
(c) must be accompanied by the sum payable under this constitution by a member as the annual subscription or evidence that that sum has been paid to the association.
(2) The secretary must, as soon as practicable after receipt of an application from an eligible person accompanied by the correct payment, enter or cause to be entered the applicant's name in the register of members and, on the name being so entered, the applicant becomes a member of the association.
6. Cessation of membership
(1) A person ceases to be a member of the association if the person:
(a) dies, or in the case of a body corporate is wound up,
(b) resigns membership, or
(c) is expelled from the association, or
(d) fails to pay the annual membership fee under clause 10 (2) within three months after the fee is due.
(2) If a member of the association ceases to be a member, the secretary must make or cause to be made an appropriate entry in the register of members recording the date on which the member ceased to be a member.
7. Membership entitlements not transferable
A right, privilege or obligation which a person has by reason of being a member of the association:
(a) is not capable of being transferred or transmitted to another person, and
(b) terminates on cessation of the person's membership.
8. Resignation of membership
(1) A member of the association may only resign from membership when the member has paid all amounts payable by the member to the association.
(2) Subject to subclause (1), a member of the association may resign from membership of the association by giving to the secretary written notice of the member's intention to resign.
(3) On receipt of the notice by the Secretary the member ceases to be a member.
9. Register of members
(2) The register of members must be kept in New South Wales:
(b) if the association has no premises, at the association’s official address.
(4) 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.
(6) A member must not use information about a person obtained from the register to contact or send material to the person, other than for:
(b) any other purpose necessary to comply with a requirement of the Act or the Regulation.
10. Fees and subscriptions
A member of the association must pay to the association an annual membership fee of $10 or, if some other amount is determined by the committee, that other amount:
(b) 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.
11. 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 10.
12. Resolution of disputes
(2) If a dispute is not resolved by mediation within 3 months of the referral to a community justice centre, the dispute is to be referred to arbitration.
(1) A complaint may be made to the committee by any person that a member of the association:
(b) has wilfully acted in a manner prejudicial to the interests of the association.
(3) If the committee decides to deal with the complaint, the committee:
(b) must give the member at least 14 days from the time the notice is served within which to make submissions to the committee in connection with the complaint, and
(4) 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.
(6) The expulsion or suspension does not take effect:
(b) if within that period the member exercises the right of appeal, unless and until the association confirms the resolution under clause 14, whichever is the later.
14. Right of appeal of disciplined member
(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.
(4) At a general meeting of the association convened under subclause (3):
(b) the committee and the member must be given the opportunity to state their respective cases orally or in writing, or both, and
(5) The appeal is to be determined by a simple majority of votes cast by members of the association.
Part 4 - The committee
15. Powers of the committee
Subject to the Act, the Regulation and this constitution and to any resolution passed by the association in general meeting, the committee:
(b) may exercise all such functions as may be exercised by the association, other than those functions that are required by this constitution to be exercised by a general meeting of members of the association, and
(1) The committee is to consist of:
(b) at least 3 ordinary committee members, each of whom is to be elected at the annual general meeting of the association under clause 17.
(3) The office-bearers of the association are as follows:
(b) the vice-president,
(d) the secretary.
(5) 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.
17. Election of committee members
(a) 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
(2) 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.
(4) If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated are taken to be elected.
(6) 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.
(1) The secretary of the association must, as soon as practicable after being appointed as secretary, lodge notice with the association of his or her address.
(a) all appointments of office-bearers and members of the committee, and
(c) all proceedings at committee meetings and general meetings.
It is the duty of the treasurer of the association to ensure:
(b) that correct books and accounts are kept showing the financial affairs of the association, including full details of all receipts and expenditure connected with the activities of the association.
20. Casual vacancies
(2) A casual vacancy in the office of a member of the committee occurs if the member:
(b) ceases to be a member of the association, or
(d) resigns office by notice in writing given to the secretary, or
(f) becomes a mentally incapacitated person, or
(h) is convicted of an offence involving fraud or dishonesty for which the maximum penalty on conviction is imprisonment for not less than 3 months, or
(1) The association in general meeting may by resolution remove any member of the committee from the office of member before the expiration of the member’s term of office and may by resolution appoint another person to hold office until the expiration of the term of office of the member so removed.
(1) The committee must meet at least 3 times in each period of 12 months at such place and time as the committee may determine.
(3) Oral or written notice of a meeting of the committee must be given by the secretary to each member of the committee at least 48 hours (or such other period as may be unanimously agreed on by the members of the committee) before the time appointed for the holding of the meeting.
(5) Any 3 members of the committee constitute a quorum for the transaction of the business of a meeting of the committee.
(7) 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.
(a) the president or, in the president’s absence, the vice-president is to preside, or
(1) 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:
(b) a function which is a duty imposed on the committee by the Act or by any other law.
(3) 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.
(5) Any act or thing done or suffered by a sub-committee acting in the exercise of a delegation under this clause has the same force and effect as it would have if it had been done or suffered by the committee.
(7) A sub-committee may meet and adjourn as it thinks proper.
24. Voting and decisions
(2) Each member present at a meeting of the committee or of any sub-committee appointed by the committee (including the person presiding at the meeting) is entitled to one vote but, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.
(4) Any act or thing done or suffered, or purporting to have been done or suffered, by the committee or by a sub-committee appointed by the committee, is valid and effectual despite any defect that may afterwards be discovered in the appointment or qualification of any member of the committee or sub-committee.
Part 5 - General meetings
25. Annual general meetings - holding of
(2) The association must hold its annual general meetings:
(b) within such later time as may be allowed by the Director-General or prescribed by the Regulation.
26. Annual general meetings - calling of and business at
(2) In addition to any other business which may be transacted at an annual general meeting, the business of an annual general meeting is to include the following:
(b) to receive from the committee reports on the activities of the association during the last preceding financial year,
(d) to receive and consider any financial statement or report required to be submitted to members under the Act.
(1) The committee may, whenever it thinks fit, convene a special general meeting of the association.
(2) The committee must, on the requisition in writing of at least 5 per cent of the total number of members, convene a special general meeting of the association.
(3) A requisition of members for a special general meeting:
(a) must state the purpose or purposes of the meeting, and
(b) must be signed by the members making the requisition, and
(c) must be lodged with the secretary, and
(d) may consist of several documents in a similar form, each signed by one or more of the members making the requisition.
(4) If the committee fails to convene a special general meeting to be held within 1 month after that date on which a requisition of members for the meeting is lodged with the secretary, any one or more of the members who made the requisition may convene a special general meeting to be held not later than 3 months after that date.
(5) A special general meeting convened by a member or members as referred to in subclause (4) must be convened as nearly as is practicable in the same manner as general meetings are convened by the committee.
28. Notice
(2) If the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary must, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be given to each member specifying, in addition to the matter required under subclause (1), the intention to propose the resolution as a special resolution.
(4) A member desiring to bring any business before a general meeting may give notice in writing of that business to the secretary who must include that business in the next notice calling a general meeting given after receipt of the notice from the member.
29. Quorum for general meetings
(2) Five members present (being members entitled under this constitution to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.
(a) if convened on the requisition of members, is to be dissolved, and
(4) If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being at least 3) are to constitute a quorum.
30. Presiding member
(2) If the president and the vice-president are absent or unwilling to act, the members present must elect one of their number to preside as chairperson at the meeting
31. Adjournment
(2) If a general meeting is adjourned for 14 days or more, the secretary must give written or oral notice of the adjourned meeting to each member of the association stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.
(1) A question arising at a general meeting of the association is to be determined by either:
(b) 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.
(3) 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.
33. Special resolutions
A special resolution may only be passed by the association in accordance with section 39 of the Act.
34. Voting
(2) In the case of an equality of votes on a question at a general meeting, the chairperson of the meeting is entitled to exercise a second or casting vote.
(4) A member is not entitled to vote at any general meeting of the association if the member is under 18 years of age.
35. Proxy votes not permitted
(1) The association may hold a postal ballot to determine any issue or proposal (other than an appeal under clause 14).
(2) A postal ballot is to be conducted in accordance with Schedule 3 to the Regulation.
Part 6 - Miscellaneous
37. Insurance
(1) The funds of the association are to be derived from entrance fees and annual subscriptions of members, donations and, subject to any resolution passed by the association in general meeting, such other sources as the committee determines.
(3) The association must, as soon as practicable after receiving any money, issue an appropriate receipt.
39. Funds - management
(2) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by any 2 members of the committee or employees of the association, being members or employees authorised to do so by the committee.
40. 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.
41. 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.
42. Inspection of books etc
(a) records, books and other financial documents of the association,
(c) minutes of all committee meetings and general meetings of the association.
(1) For the purpose of this constitution, a notice may be served on or given to a person:
(b) by sending it by pre-paid post to the address of the person, or
(2) For the purpose of this constitution, a notice is taken, unless the contrary is proved, to have been given or served:
(b) in the case of a notice sent by pre-paid post, on the date when it would have been delivered in the ordinary course of post, and
The financial year of the association is:
(b) 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.
45. Public Fund
(2) The objective of the Public Fund is to solicit and receive gifts from the public solely for the purpose of supporting Arts, Cultural and Tourism development projects initiated by the association.
(4) The Public Fund will be administered by a management committee or a sub-committee of the management committee, the majority of whom have an underlying community responsibility, as distinct from obligations solely in regard to the cultural objectives of the association.
(a) the name of the Public Fund and that the receipt is for a gift made to the Public Fund.
(c) the fact that the receipt is for a gift; and
(d) any other matter required to be included on the receipt pursuant to the requirements of the Income Tax Assessment Act 1997.
(8) In the event of the public fund being wound up or dissolved, any surplus assets remaining after the payment of the fund's liabilities shall be transferred to another fund, authority, or institution, which has similar objectives, and to which income tax deductible gifts can be made.
46. Winding up
Subject to clause 45, 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 which is not carried out for the profit or gain of its individual members.