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Re: Draft Consitution
Thanks Bill! I'm posting this to the list also, with an updated draft,
and a copy to Kylie (sorry guys - it's time to drag the rest of us into
> Hi Patricia
> Some comments on Constitution :
> Item 4.1
> (f) to contract for services provided whether by members or from any source
> I think it's more important at the start than employees - maybe when we get
> to employees we may decide on contracts - I'd say this is particularly
> viable when we get to maintaining servers in the very near future - I doubt
> that such a service can or needs to be free
Check out the website - I've made a change to 3.3 regarding the
contracting out of services, since Kylie noted that we would be going
into direct competition with some of our most necessary supporters.
This would change (f) or even knock it out of contention. (Can you post
comments to the list??)
> Item 11.2.7
> (a) if at least two thirds
> item 13.3
> and may not hold (that) office for longer consecutive periods other than
> the general committee positions.
> I guess this is to encourage others to displace Presidents etc being
> entrenched - don't really like it - at Virtual Moreland why the hell would
> we want to displace Carlo.
Needs more public discussion ...
> Does the act prevent members having an interest or just asks for a
Dunno - good question - will find out. I think it may prevent?
> 16.2 is good
> Looks like it should also be at 15.2
Think this might need some discussion on the list - the AGM is a little
bit different from a standard GM.
> of the members (and proxies) present who are eligible to vote
> shall call for a member present at that meeting from where the minutes were
> Re cheque signing - it's reasonable you have an alternative in case of
Yes - three people, any two to sign?
> Looking foward to the By laws regards Bill
> -----Original Message-----
> From: Patricia Fraser <email@example.com>
> To: Kylie Davies <firstname.lastname@example.org>; Peter Eckersley
> <email@example.com>; Bill McPherson <firstname.lastname@example.org>
> Date: Thursday, 18 February 1999 21:11
> Subject: Draft Consitution
> >Hi guys,
> >better late than never, I hope. I haven't quite finished, but there's
> >plenty here for you to chew over - I need to read it for internal logic
> >and style and to see where the holes are, since I made it from 3
> >sources... Help!
> >The rest will be with you later (minutes, Carlo Carli visit &c).
Proposed Constitution / Rules of Association for Computerbank Victoria Inc.
1.1 The name of the Incorporated Association is Computerbank Victoria Inc., in these rules called "the Association".
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 1981;
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.
3.1 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 somputing, the contribution of GNU to Open Source computing and the use of the 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.
**** suggested change to 3.3 is made to take into account the fact that unbridled commercial activities may put us in direct competition with organisations we look to for support, and their personnel who we look to for active membership - for instance, Cybersource and Simplicity, not to mention Red Hat or any other Linux distribution or support house.
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, or who are currently in good financial standing.
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, or who are currently in good financial standing.
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, or who are currently in good financial standing.
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 eleigible, vote at all meetings
c) receive the Association email list or other communication; in the case of Corporate members, one copy to the designated email address.
7. Annual Subscription
8.1 The Annual Subscription fees shall be as follows:
a) Full Membership: $10.00
b) Corporate Membership: $250.00
c) Associate Membership: $5.00
9.2 The Annual Subscription may be varied no more frequently than once annually by the COmmitte of Management, and shall not be varied without due consideration and care for the financial state of the membership.
9.3 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.
9.4 Any member whose subscription fee is not paid by the due date shall cease to exercise the privileges of membership and all entitlements.
10. Register of Members
10.1 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.
11. Resignation and Expulsion of Members
11.1.1 A member in good financial standing may resign from the Association by firs 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.
11.1.2 Upon the expiration of the period of notice referred to in clause 11.1.1, the Secretary shall make an entry in the Register of Members recording the date of cessation of membership.
11.2.1 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 compy with these Rules; or
e) has been guilty of conduct unbecoming a member or prejudicial to the interests of the Association.
11.2.2 If the committee passes a resolution under Clause 11.2.1, 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 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.
11.2.3 A resolution of the Committee under Clause 11.2.1:
a) Does not take effect unless the Committee, at a meeting held not earlier than 14 day after service on the member of the notice under Clause 11.2.2 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.
11.2.4 At a meeting of the Committee in accordance with Clause 11.2.2, 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.
11.2.5 If the Committee receives a notice of appeal under Clause 11.2.2, they 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.
11.2.6 At a meeting convened under Clause 11.2.5:
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.
11.2.7 If at the general meeting:
a) At least two-thirds of the members vote in person or by proxy in favour of the confirmation of the resolution, the resolution is confirmed; and
b) In any other case, the resolution is revoked.
12. Committee of Management
12.1 The Affairs of the Association shall be managed by the Committee of Management.
12.2 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.
12.3 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.
13. Officers of the Association
13.1 The Officers of the Association shall be:
b) Secretary; and
13.2 Each officer shall be elected by a simple majority at the annual general meeting of the Association.
13.3 Candidates for the position of Officers of the Association must be Full members in good financial standing.
13.4 Each officer shall hold office until the next annual general meeting when the position shall be open for election.
13.5 Officers are eligible for re-election for three (3) consecutive years and may not hold that office for longer consecutive periods.
14. Proceedings Of Committee.
14.1 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.
14.2 Each Committee member has one vote.
14.3 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.
14.4 At a Management meeting five (5) members constitute a quorum.
14.5 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.
14.6 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.
14.7 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.
15. Annual General Meeting
15.1 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.
15.2 The quorum at the Annual General Meeting shall consist of twenty per cent (20%) of all affiliated members, and who are entitled to vote.
15.3 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.
16. Special General Meeting.
16.1 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.
16.2 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.
17.2 Votes by proxy shall only be accepted at any Association meeting 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.
17.3 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.
17.4 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.
17.5 All Committee members are entitled to one vote at all meetings.
17.6 For the election of Committee members, where there is more than one Candidate, all votes will be cast by a written ballot.
18. Notice Of Meetings.
18.1 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.
19. Minutes Of Meetings.
19.1 The Secretary or the Minute Secretary shall keep minutes of all meetings.
19.2 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.
19.3 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 present at that meeting from where the minutes were taken 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.
19.4 Minutes of all meetings shall be open to inspection by any member at any time and place convenient to the Secretary.
In here will go rules for: Financial (books of account, bank accounts, who signs cheques &c). The cheques one is mandatory - I would suggest that one office-bearer (Treasurer?) and one ordinary member of the Committee be signatories for one year at a time, to be adopted by resolution at the AGM. Both to sign. Input?)
There are also some possible rules about removing members of the Committee, the duties of the Secretary and Treasurer &c which we can add or not as we like... input?
20.1 The auditor shall be appointed by a resolution at the Annual General Meeting.
20.2 The auditor shall inspect the membership roll, audit the annual statement of accounts and balance sheet and certify the same.
20.3 The auditor shall not be a member of the Committee nor a relative of the Treasurer.
20.4 The auditor may attend the Annual General Meeting and take part in the discussions relating to the finances.
20.5 The Auditor shall be a member of any of the following bodies:
Institute of Charted Accountants,
The Australian Society of Certified Practising Accountants, or
Members of the National Institute of Accountants and the Association of Taxation and Management Accountants.
21. Common Seal.
21.1. 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.
22.1 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.
22.2 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 meetin referred to in Clause 22.1, whose purposes accord with those of the Association.
23. Alteration Of The Constitution.
23.1 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.
23.2 A special resolution to alter the constitution must be passed by seventy five (3/4) of members present and entitled to vote.
23.3 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.
23.4 The Secretary shall provide the notice to all members not less than fourteen (14) days before the meeting.
23.5 Notice of the proposed addition, alteration or amendment shall be given in accordance with Section 17 of the Act.
23.6 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.)
24. Addition and alteration of Bylaws.
24.1 Bylaws may be adopted by at any General meeting in which proper notice has been given to all Full or Corporate Association members.
24.2 Existing Bylaws may be altered at any General meeting in which proper notice has been given to all Full or Corporate Association members.
24.3 A motion to adopt a bylaw 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.
24.4 A motion to alter a bylaw must be passed by a majority of votes. If the votes are equal then the vote is decided in the negative and the original bylaw remains unchanged.
24.5 If the Management Committee or a Full or Corporate member wishes to amend a bylaw 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.
24.6 The Secretary of the Organisation shall provide the notice to all members not less than fourteen (14) days before the meeting.