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NSW Draft Constitution
Here is a first draft of a Constitution for Computerbank NSW (Inc.). You
will see that it owes a lot to the WA and VIC versions. I am extremely
grateful to the members in those states who have paved the way for us. I
would very much like to hear from anybody who wants to comment on any
detail or the underlying philosophy, so that we can take the necessary
steps towards incorporation. I consulted the book "Incorporation - An
Explanation of the Associations Incorporation Act", by Graham Wheeler
(1989). This book is published by the Council of Social Service of New
South Wales. I have tried to make the changes required to adapt the
Constitution to NSW Law. I do not claim to have found them all.
Basil Potts
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Computerbank NSW (Inc.)
DRAFT CONSTITUTION
MARCH 1999
1 Name
2 Interpretation
3 Objectives
4 Powers of the Association
5 Membership of the Association
6 Rights and Privileges of Membership
7 Annual Subscription
8 Register of Members
9 Resignation and Expulsion of Members
10 Committee of Management
11 Officers of the Association
12 Proceedings of Committee
13 Annual General Meeting
14 Special General Meeting
15 Voting
16 Notice of Meetings
17 Minutes of Meetings
18 Auditor
19 Common Seal
20 Dissolution
21 Alteration of the Constitution
22 Addition and Alteration of By-laws
________________________________________________________________________________
1 Name
1.1 The name of the Incorporated Association is Computerbank NSW (Inc.),
in these rules called "the Association".
2 Interpretation
2.1 In these rules, unless the contrary intention appears:
a) "Committee" means the Committee of Management of the
Association;
b) "Financial Year" means the year ending 30 June;
c) "General Meeting" means a General Meeting of members convened
in accordance with Rules 15 and 16;
d) "Member" means a member of the Association;
e) "Ordinary Member of the Committee" means a member of the
Committee who is not an officer of the Association under Rule 13;
f) "The Act" means the Associations Incorporation Act 1984;
g) "The Regulations" means Regulations under the Act;
h) "Written" and "In Writing" shall include email.
2.2 In these Rules, a reference to the Secretary of the 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.
2.3 Words or expressions contained in these Rules shall be interpreted in
accordance with the Interpretation of Legislation Act 1984 and the Act as
in force from time to time.
3 Objectives
3.1 The Association is established to:
a) promote and encourage computer literacy throughout the
community,
b) solicit and accept donations of computer equipment both new and
used,
c) give computer systems assembled from donations to approved
recipients,
d) promote, encourage and provide training in the use of donated
computers,
e) promote Open Source computing and the use of the GNU/Linux
computer operating system, and
f) undertake promotional and fundraising activities as required
from time to time to achieve these objectives.
3.2 The Association may associate or affiliate with other organisations
having similar or complementary objectives.
3.3 The Association may enter into commercial activities such as
consulting, sale of computers, network management and any other commercial
activities where such activities are complementary to and in accordance
with the objectives of the Association and which are not likely to be
detrimental to relationships between this Association and other
organisations.
3.3 The Association may enter into agreements with commercial providers to
refer work and jointly provide activities such as consulting, sale of
computers, network management and any other commercial activities where
such activities are complementary to and in accordance with the objectives
of the Association.
4 Powers of the Association
4.1 The Powers conferred on the Association by the Act are subject to the
following additions, exclusions or modifications:
a) to raise money by registration fees, subscriptions and levies
and by such other methods as from time to time the Management
Committee shall see fit
b) to purchase, take on lease, hire or otherwise acquire any real
or personal property which may be deemed necessary or convenient
for any of the objects of the Association.
c) to employ, pay and dismiss employees as may be deemed necessary
for furthering the objects of the Association and to define the
duties of such employees as it sees fit.
d) to make such By-laws as may be deemed necessary to achieve the
objects of the Association.
e) To invest such monies as may be determined by the Management
Committee.
5 Membership of the Association
5.1 Membership of the Association is open to any person or organisation
interested in the objectives of the Association provided they agree to
abide by the Objectives and Rules of the Association.
5.2 There shall be the following categories of membership:
a) Full Membership
b) Corporate membership
c) Associate Membership
5.3 Full Members of the Association
a) are individual Members who have paid the appropriate annual fee
and completed the Membership Application Form, and who are
currently in good financial standing and
b) shall have one vote at meetings.
5.3 Corporate Members of the Association
a) are Members which are Associations whether incorporated or
otherwise, Corporations or other bodies which have paid the
appropriate annual fee and completed the Membership Application
Form, and who are currently in good financial standing and
b) shall have one vote at meetings.
5.3 Associate Members of the Association
a) are individual Members who have paid the appropriate annual fee
and completed the Membership Application Form, and who are
currently in good financial standing and
b) shall have no vote at meetings.
5.6 Membership shall be conferred on an applicant on receipt of the
appropriate annual fee and the completed Membership Application Form.
6 Rights and Privileges of Members
6.1 All members shall be entitled to:
a) participate in all activities of the Association
b) attend, speak at and, if eligible, vote at all meetings and
c) receive the Association email list or other communications. In
the case of Corporate members, one copy shall be sent to the
designated address.
7 Annual Subscription
7.1 The Annual Subscription fees shall be as follows:
a) Full Membership: $10.00
b) Corporate Membership: $250.00
c) Associate Membership: $5.00
7.2 The Annual Subscription may be varied no more frequently than once
annually by the Committee of Management, and shall not be varied without
due consideration and care for the financial state of the membership.
7.3 Annual subscriptions shall fall due at February 1st in any year.
Members joining at any time during the year shall pay a subscription fee
in proportion to the remainder of the year to January 31st.
7.4 Any member whose subscription fee is not paid by the due date shall
cease to exercise the privileges of membership and all entitlements.
8 Register of Members
8.1 The Secretary shall keep and maintain a register of members in which
shall be entered the full name, address, email address and date of entry
of each member and the register shall be available for inspection and
copying by members upon request.
9 Resignation and Expulsion of Members
9.1 A member in good financial standing may resign from the Association by
first giving one month's written notice to the Secretary of their
intention to resign and on expiration of that period ceases to be a
member.
9.2 Upon the expiration of the period of notice referred to in clause 9.1,
the Secretary shall make an entry in the Register of Members recording the
date of cessation of membership.
9.3 Subject to these Rules, the Committee may, by resolution:
a) expel a member from the Association;
b) suspend a member from membership of the Association for a
specified period; or
c) fine a member an amount not exceeding $20.00,
if the Committee is of the opinion that the member
d) has refused or neglected to comply with these rules; or
e) has been guilty of conduct unbecoming a member or prejudicial
to the interests of the Association.
9.4 If the committee passes a resolution under Clause 9.3, 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 nor later than 28 days following
service of the notice;
c) stating the date, place and time of the meeting;
d) informing the member that they may do one or more of the
following:
(i) attend that meeting;
(ii) Give to the Committee before that date a written
statement seeking the revocation of the resolution;
and
(iii) Not later than 24 hours before the date of the
meeting lodge with the Secretary a notice to the effect
that they wish to appeal to the Association in general
meeting against the resolution.
9.5 A resolution of the Committee under Clause 9.3:
a) does not take effect unless the Committee, at a meeting held
not earlier than 14 days after service on the member of the notice
under Clause 9.4, confirms the resolution in accordance with this
Clause;
and
b) Where the member exercises the right of appeal to the
Association under this Clause, does not take effect unless the
Association confirms the resolution in accordance with this
clause.
9.6 At a meeting of the Committee in accordance with Clause 9.4, the
Committee:
a) shall give 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.
9.8 If the Committee receives a notice of appeal under Clause 9.4, they
shall notify the Committee and the Committee shall convene a general
meeting of the Association to be held no more than 21 days after the date
on which the Secretary received the notice.
9.9 At a meeting convened under Clause 9.8:
a) no business other than the question 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 Full and Corporate Members present shall vote by secret
ballot on the question whether the resolution should be confirmed
or revoked.
9.10 If, at the General Meeting,
a) two-thirds of the members vote in person or by proxy in favour
of the confirmation of the resolution, the resolution is
confirmed.
b) In any other case, the resolution is revoked.
10 Committee of Management
10.1 The Affairs of the Association shall be managed by the Committee of
Management.
10.2 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; and,
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 and affairs
of the Association.
10.3 Subject to Section 23 of the Act, the Committee shall consist of:
a) the officers of the Association
b) the co-ordinators of the Association's functional divisions as
are in existence from time to time; and
c) two Full Members of the Association; each of whom shall be
elected at the Annual General Meeting of the Association.
11 Officers of the Association
11.1 The Officers of the Association shall be:
a) President
b) Secretary; and
c) Treasurer.
11.2 Each officer shall be elected by a simple majority at the Annual
General Meeting of the Association.
11.3 Candidates for the position of Officers of the Association must be
Full Members in good financial standing.
11.4 Each officer shall hold office until the next Annual General Meeting
when the position shall be open for election.
12 Proceedings of Committee
12.1 The Management Committee shall meet together for the dispatch of
business at any time the Committee decides. The President may convene a
meeting at any time so long as the Committee members have more than three
days' notification.
12.2 Each Committee Member has one vote.
12.3 A motion arising at a Management, Annual General or General meeting
shall be decided by a majority of votes. If the vote is tied, the motion
is considered lost.
12.4 At a Management meeting five (5) members constitute a quorum.
12.5 Any Association member wishing to move a motion at any meeting may
give the Secretary written notice of the motion, not less than four (4)
days before the meeting.
12.6 The Secretary shall include the motion in the agenda of the next
meeting and this shall be distributed in writing to all members not less
than three (3) days prior to the meeting.
12.7 A Committee Member having any direct or indirect pecuniary interest
referred to in Section 21 or 22 of the Act shall comply with that section.
13 Annual General Meeting
13.1 The Annual General Meeting shall be held each year on a day and time
arranged by the Management Committee provided that it be held within four
(4) months after the end of the Association's financial year.
13.2 The quorum at the Annual General Meeting shall consist of twenty per
cent (20%) of all affiliated members, and who are entitled to vote.
13.3 The business of the Annual General Meeting shall include:
a) confirmation of the minutes from the previous Annual General
Meeting;
b) receipt of the President's report;
c) receipt of the audited Treasurer's report and the Auditor's
statement;
d) to confirm the appointment, if possible, of an Auditor for the
following year. If this is not carried out at the meeting, the
Management Committee must appoint one at their next meeting;
e) consideration and voting on any change to the subscription fees
proposed by the Management Committee.
f) consideration and voting on any levies that need to be imposed.
g) consideration and voting on motions that have been noted on the
agenda.
h) election of office bearers.
14 Special General Meeting
14.1 A Special General Meeting may be called in one of the following ways;
a) by resolution of the Committee;
b) by the President;
c) at the written request of any five (5) Full or Corporate
Members in good financial standing;
d) by a resolution at a previous Annual General or Special General
Meeting.
14.2 The quorum at a Special General Meeting shall consist of twenty per
cent (20%) of all members who are entitled to vote. If a quorum has not
been formed within thirty minutes of the appointed time, the meeting shall
be dissolved and reconvened within one (1) week of the cancelled meeting.
If within thirty minutes of the time appointed for the resumption of an
adjourned Special General Meeting, a quorum is not present, the members
who are present may proceed with the business of that meeting as if a
quorum was present.
15 Voting
15.2 Votes by proxy shall only be accepted at any Association meeting when
a member has given notice to any member of Executive Committee seven (7)
days prior to the meeting of such intent and specifying who is to stand as
proxy.
15.3 At every Annual or Special General meeting a motion put to the vote
shall be decided by the majority. A tied vote shall be considered a loss.
15.4 A special resolution must be passed by a majority of not less than
seventy five per cent (3/4) of the members who are eligible to vote at an
Annual or Special General meeting.
15.5 All Committee Members are entitled to one vote at all meetings.
15.6 For the election of Committee Members, where there is more than one
Candidate, all votes will be cast by a written ballot.
16 Notice of Meetings
16.1 The Secretary shall give;
(a) to all members not less than fourteen (14) days' written
notice of the Annual General or Special General Meeting, which
would include the agenda and notification of any motion or special
resolution requiring a vote at the meeting.
(b) to all Committee Members three clear days' notice of a
Committee Meeting in any manner found convenient.
17 Minutes of Meetings
17.1 The Secretary or the Minute Secretary shall keep minutes of all
meetings.
17.2 All minutes shall be entered into a minute book kept for that
purpose. Electronic copies of the minutes shall be made available to
members on the email list between meetings.
17.3 The Chairperson shall ensure that the minutes taken of a General or
Committee meeting are checked and signed as correct at the following
meeting. The Chairperson shall call for a member to put the motion at the
meeting to accept the minutes and shall then call for a seconder to the
motion. The meeting shall then vote that the minutes were an accurate
record of that meeting. Any discrepancies shall be noted within the
minutes being taken.
17.4 Minutes of all meetings shall be open to inspection by any member at
any time and place convenient to the Secretary.
17.5 The Treasurer shall be responsible for all financial records, account
books of account and bank accounts. All cheques must be signed by any two
of three signatories. One of these signatories shall be the Treasurer, one
the President and the third any Committee Member.
18 Auditor
18.1 The auditor shall be appointed by a resolution at the Annual General
Meeting.
18.2 The auditor shall inspect the membership roll, audit the annual
statement of accounts and balance sheet and certify the same.
18.3 The auditor shall not be a member of the Committee nor a relative of
the Treasurer.
18.4 The auditor may attend the Annual General Meeting and take part in
the discussions relating to the finances.
18.5 The Auditor shall be a member of any of the following bodies:
Institute of Charted Accountants,
Australian Society of Certified Practising Accountants,
National Institute of Accountants, or
Association of Taxation and Management Accountants.
19 Common Seal
19.1 The Association shall have a seal which shall be in the custody of
the Secretary. It shall be affixed to such documents as the Committee
determines and it shall be used only by the President and the Secretary
who shall countersign every document to which the seal is affixed as
evidence of the authority for its use. A true and correct record shall be
kept of all such documents to which the seal is affixed in the seal
register maintained by the Secretary who shall keep a copy of all such
documents.
20 Dissolution
20.1 The Association may at any time be dissolved in accordance with
Section 30 of the Act. At the Special General Meeting called for the
purpose to dissolve the Association, a special resolution shall be
presented to the members present and entitled to vote and must be passed
by seventy five (3/4) per cent of the members.
20.2 If, on winding up of the Association, any property of the Association
remains after satisfaction of the debts and liabilities of the Association
and the costs, charges and expenses of that winding up, that property
shall not be paid to or distributed among the members of the Association
but shall be distributed to a charitable organisation, agreed by
resolution at the meeting referred to in Clause 20.1, whose purposes
accord with those of the Association.
21 Alteration of the Constitution
21.1 The constitution may be altered at any Annual or Special General
Meeting in which proper notice has been given to all Full or Corporate
Association Members.
21.2 A special resolution to alter the constitution must be passed by
seventy five (3/4) of members present and entitled to vote.
21.3 If any Full or Corporate Association Member wishes to amend the
Constitution they must give written notice to the Secretary not less than
twenty eight (28) days before the meeting. The written notice must include
the amendment and an explanation of why the member would like the change
implemented.
21.4 The Secretary shall provide the notice to all members not less than
fourteen (14) days before the meeting.
21.5 Notice of the proposed addition, alteration or amendment shall be
given in accordance with Section 17 of the Act.
21.6 The Secretary, on behalf of the Association, shall within one (1)
month of the passing of the special resolution altering the Association's
constitution, lodge with the Ministry of Fair Trading, notice of the
special resolution setting out particulars of the change, together with a
certificate given certifying that the resolution was duly passed as a
special resolution and that the constitution of the Association so
altered, conforms to the requirements of the Act. (Section 17 of the Act.)
22 Addition and Alteration of By-laws
22.1 By-laws may be adopted by at any General Meeting in which proper
notice has been given to all Full or Corporate Association Members.
22.2 Existing By-laws may be altered at any General Meeting in which
proper notice has been given to all Full or Corporate Association Members.
22.3 A motion to adopt a By-law must be passed by a majority of votes. If
the votes are equal then the vote is decided in the negative and the bylaw
remains unadopted.
22.4 A motion to alter a By-law must be passed by a majority of votes. If
the votes are equal then the vote is decided in the negative and the
original By-law remains unchanged.
22.5 If the Management Committee or a Full or Corporate Member wishes to
amend a By-law they must give written notice to the Organisation Secretary
not less than twenty eight (28) days before the meeting. The written
notice must include the amendment and an explanation of why the Member or
Committee would like the change implemented.
22.6 The Secretary of the Organisation shall provide the notice to all
members not less than fourteen (14) days before the meeting.
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