Background to a new constitution for the Hartley District Progress Association

The attached document is a proposal for a new constitution for the Hartley District Progress Association. It has been assembled by a sub-committee comprised of Dick Austen, Diane Green, Jim Robson, Keith Berry, Ramsay Moodie and Richard Austen . It is now being circulated as a draft for community comment with a view that by the time of our annual general meeting in October we should have a document that we have reached consensus on, that we can then vote on for adoption as the new constitution of the HDPA. The adoption of the new constitution will require a special resolution of members whereby 75% or more of the membership entitled to vote at the AGM vote in favour of the adoption of the new constitution.

Please feel free to criticise or recommend enhancements to the new constitution proposed. Your comments on the proposed constitution should be addressed to the Secretary Hartley District Progress Association PO Box 372 Lithgow NSW 2790. To facilitate discussion please indicate your name when making comments, anonymous comments will also be accepted.

Your sub committee has met on four or five occasions and has built the proposed constitution from a model provided by the Department of Fair Trading as a suggested form of constitution for your average incorporated association. The sub committee has attempted to amend the standard form constitution to meet the special needs of the HDPA and has done that by reference to our existing constitution, the committee members’ beliefs regarding the expectations of the existing membership of our association and the ideas of the committee based on their various areas of experience. Please be freely critical of the rules that are proposed. It’s only through a fulsome debate and discussion that we will arrive at a set of rules that truly meet our needs.

We have much to be proud of about the HDPA. It was established in 1956, more than fifty years ago, at a time when there was no facility for the establishment of an incorporated association. The law governing incorporated entities, both companies and associations, has come a long way since that time. It wasn’t till the 1980s that the Associations Incorporation Act was passed to confer limited liability on community organisations such as ours. It’s amazing that we apparently transitioned to become an incorporated association without changing our original constitution. The pre Associations Incorporations Act establishment date also accounts for a number of anachronistic features of our existing constitution including the “trust” provisions. We need to hold focus on our original establishment date, as it’s as significant as the wealth of heritage assets that enrich our valley.

There are extensive differences between the proposed new constitution of the association and the existing constitution. In some instances we have cross referenced the proposed new constitution to the old with the OC clause number references appearing on the right margin of the document. This leads to a situation where a reviewer needs to read the document as a whole. There are however a number of provisions that might warrant particular consideration;

Clause 14 relating to the election of committee members has been built off the standard model constitution provided under the Regulations to the Associations Incorporations Act (NSW) 2009. It provides that nominations for office will need to be submitted seven days before the AGM and generally obligates the secretary to advise members of nominations received. If nominations aren’t received it still allows nominations to be proposed from the floor of the AGM. Nominations will be voted on at the AGM by secret ballot requiring majority support to succeed.

Clause 20 A minimum number of committee meetings is prescribed as in the Model constitution. It is envisaged that committee meetings as opposed to general meetings of members may be held to attend to the running the enterprise in accord with the members wishes. This represents a departure from the current modus operandi whereby the association has run bi-monthly general meetings of members. Consistent with this current practice it is proposed to hold special general meetings each month in association with a monthly committee meeting. This is provided for in;

Clause 25 The provisions of the model constitution have been modified to acknowledge a commitment to transparency and engagement with the membership and an intent to run ordinary general meetings in association with each month’s committee meeting. Whilst many associations are run by their committee with only annual accountability to their membership the nature of our association and it’s need to engage with its members as volunteers warrants a mechanism for broader membership involvement in the decision making of the organisation.

This draft document will need some clean up and formatting in order to get it into a format suitable for printing. When reviewing the document you will note a series of questions and answers within text boxes in the document immediately following the provision of the draft constitution being referenced. These questions and answers have been left in the document as they may well assist other members who may ask the same question in their review of the document.

OC1
Hartley District Progress Association
ABN 15 268 758 869
Constitution up dated (Date of meeting)2010 amending the original constitution adopted on establishment on (exact date for posterity) 1956

OC 2
Objectives of the Association
(1) To generally improve the living conditions within the District of Hartley.
(2) To provide cultural, social, sporting and other advantages for the residents of the District of Hartley.

Part 1 Preliminary
1 Definitions
(1) In this constitution:
Director-General means the Director-General of the Department of
Services, Technology and Administration.
District of Hartley means Hartley, Hartley Vale, Middle Hartley, Little Hartley, South Bowenfels, Kanimbla, Lowther and Hampton) OC3
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.
ordinary general meeting means a general meeting of the association
other than an annual general meeting.
special resolution means a resolution of which proper notice has been given and which is supported by at least three-quarters of the votes cast by members of the association who are entitled to vote on the proposed resolution.
the Act means the Associations Incorporation Act 2009.
the Regulation means the Associations Incorporation Regulation 2009.
(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 Membership

2 Membership qualifications OC4
A person is qualified to be a member of the association if the person is
a natural person

Q. What, no robots? What about someone with a heart or liver transplant? What is the meaning of “natural”?) A. the alternative is a corporate entity.

and the person maintains a residence within the District of Hartley.

3 Application for membership
(1) A person may become a member of the association by applying in writing in the
form set out in Appendix 1 to this constitution and forwarding that application together with any entrance fee and annual subscription to the secretary who shall immediately enter the name of the applicant in the register of members and , on the name being so entered,
the nominee becomes a member of the association.

4 Cessation of membership
A person ceases to be a member of the association if the person:
(a) ceases to maintain a residence in the District of Hartley, or
(b) resigns membership, or
(c) is expelled from the association, or
(d) fails to pay the annual membership fee under clause 8 (2) within
3 months after the fee is due.

5 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.

6 Resignation of membership
(1) A member of the association is not entitled to resign that membership
except in accordance with this clause.
(2) A member of the association who has paid all amounts payable by the
member to the association in respect of the member’s membership may
resign from membership of the association by first giving to the
secretary written notice of at least one month (or such other period as
the committee may determine) of the member’s intention to resign and,
on the expiration of the period of notice, the member ceases to be a
member.
(3) If a member of the association ceases to be a member under subclause
(2), and in every other case where a member ceases to hold membership,
the secretary must make an appropriate entry in the register of members
recording the date on which the member ceased to be a member.

7 Register of members OC5
(1) The secretary of the association must establish and maintain a
register of members of the association specifying the name and postal
or residential address of each person who is a member of the association
together with the date on which the person became a member.
(2) The register of members must be kept in New South Wales:
(a) at the main premises of the association, or
(b) if the association has no premises, at the association’s official
address.
(3) The register of members must be open for inspection, free of charge, by
any member of the association at any reasonable hour.
(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

Q.is it wise to nominate a specific amount here? Values change so much over time. A. they do but this is an entirely nominal thing and its best just to be consistent with the standard rules Aii it is also a fee specified in the Associations Incorporations Act.

for each page copied.

(5) If a member requests that any information contained on the register
about the member (other than the member’s name) not be available for
inspection, that information must not be made available for inspection.
(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:
(a) the purposes of sending the person a newsletter, a notice in
respect of a meeting or other event relating to the association or
other material relating to the association, or
(b) any other purpose necessary to comply with a requirement of the
Act or the Regulation.

8 Fees and subscriptions OC5
(1) A member of the association must, when making application for membership, pay to
the association an application fee of such amount as has been approved by the members in General meeting .
(2) In addition to any amount payable by the member under subclause (1),
a member of the association must pay to the association an annual
membership fee of such amount as approved by the members in general meeting from time to time being $5 at the date hereof:
(a) except as provided by paragraph (b), before 1 July in each
calendar year, or
(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.

9 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 8.

10 Resolution of disputes
(1) A dispute between a member and another member (in their capacity as
members) of the association, or a dispute between a member or
members and the association, are in the first instance to be referred to a committee, comprising the president and one other member of the executive committee determined by the president, who shall together hear the dispute and attempt to negotiate a reconciliation with the member or members concerned.
(2)In the event that no reconciliation can be achieved or in the event of the member or members rejecting the resolution process referred to in subclause (1) the dispute is to be referred to a community justice centre for mediation under the Community Justice Centres Act 1983.

Q. Is this similar to the Conflict Resolution process? A. Yes.

(3) 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.
(4) The Commercial Arbitration Act 1984 applies to any such dispute
referred to arbitration.

11 Disciplining of members
(1) A complaint may be made to the committee by any person that is a
member of the association:
(a) has persistently refused or neglected to comply with a provision
or provisions of this constitution, or
(b) has persistently and wilfully acted in a manner prejudicial to the
interests of the association.
(2) On receiving such a complaint, the committee:
(a) must cause notice of the complaint to be served on the member
concerned, and
(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
(c) must take into consideration any submissions made by the
member in connection with the complaint.
(3) 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 nature of the offending act warrants such action.
(4) If the committee expels or suspends a member, the secretary must,
within 7 days after the action is taken, cause written notice to be given
to the member of the action taken, of the reasons given by the committee
for having taken that action and of the member’s right of appeal under
clause 12.
(5) The expulsion or suspension does not take effect:
(a) until the expiration of the period within which the member is
entitled to appeal against the resolution concerned, or
(b) if within that period the member exercises the right of appeal,
unless and until the association confirms the resolution under
clause 12,whichever is the later.

12 Right of appeal of disciplined member
(1) A member may appeal to the association in general meeting against a
resolution of the committee under clause 11, within 7 days

Q. Is 7 days long enough time to lodge an appeal. What if the offending party is away visiting his/her grandchildren? A. I think so because there is already a process running under clause 11 so notice that there is an issue would already have been given.

after notice of the resolution is served on the member, by lodging with the secretary
a notice to that effect. (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) On receipt of a notice from a member under subclause (1), the secretary
must notify the committee which is to convene a general meeting of the
association to be held within 28 days after the date on which the
secretary received the notice.
(4) At a general meeting of the association convened under subclause (3):
(a) no business other than the question of the appeal is to be
transacted, and
(b) the committee and the member must be given the opportunity to
state their respective cases orally or in writing, or both, and
(c) the members present are to vote by secret ballot on the question
of whether the resolution should be confirmed or revoked.
(5) The appeal is to be determined by a simple majority of votes cast by
members of the association.

Part 3 The committee

13 Powers of the committee OC13
The committee is to be called the executive committee of the
association and, subject to the Act, the Regulation and this constitution
and to any resolution passed by the association in general meeting:
(a) is to control and manage the affairs of the association, and
(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
(c) has power to perform all such acts and do all such things as
appear to the committee to be necessary or desirable for the
proper management of the affairs of the association.

Q. The power of the committee to manage the affairs of the Association without due reference to the membership at a general meeting is problematical. I do not believe that the committee should have “carte blanche” to act in isolation, except under defined conditions and with defined limitations of power. The powers of the committee should generally not subsume the powers of the membership as a whole. Subclause 25(1) provides for the committee to hold ordinary general meetings in conjunction with committee meetings. I had thought this mechanism would allow the committee to do some administration with out the whole membership there but still make them accountable.

14 Constitution and membership of committee OC7
(1) The committee is to consist of:
(a) the office-bearers of the association, and
(b) at least 3 ordinary committee members,
each of whom is to be elected at the annual general meeting of the
association under clause 15.
(2) The total number of committee members is to be 7.
(3) The office-bearers of the association are as follows:
(a) the president,
(b) the vice-president,
(c) the treasurer,
(d) the secretary.
(4) A committee member may hold up to 2 offices (other than both the
president and vice-president offices).
(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, subject to sub clause(6), for re-election.
(6) Office bearers may stand for office for two consecutive terms in any office. In the event that it is deemed desirable for an officer to serve a further term a proposal to that effect explaining the rationale for such further appointment shall be included with the notice calling the meeting at which such appointment is to be considered.

15 Election of members
(1) Nominations of candidates for election as office-bearers of the
association or as ordinary 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
(b) must be delivered to the secretary of the association at least 7
days before the date fixed for the holding of the annual general
meeting at which the election is to take place.
(c) the secretary shall make known the names of nominees to any person making enquiry regarding the names of nominees and may promote such information orally or by notice to the membership.
(2) If insufficient nominations are received to fill all vacancies on the
committee, further
nominations are to be received at the annual general meeting.
(3) If insufficient further nominations are received, any vacant positions
remaining on the committee are taken to be casual vacancies (refer clause 18).
(4)Regardless of the number of nominations received a secret ballot is to be held to individually confirm nominees as office bearers.
(5) The secret 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.
(6) In the event of any nominee not enjoying the majority support of the members present the chairman shall declare the nomination concerned to be unsupported and call for further nominations to be considered at an adjournment to be held within fourteen days with further nominations to be provided in a similar manner to that outlined in subclause 1 above.

16 Secretary OC7d
(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.

Q. as a member of the Association, his/her address should already be on file A. Agreed but I would leave as is so as to be consistent with the model constitution.

(2) It is the duty of the secretary to keep minutes of:
(a) all appointments of office-bearers and members of the
committee, and
(b) the names of members of the committee present at a committee
meeting or a general meeting, and
(c) all proceedings at committee meetings and general meetings.
(d) to act as public officer as provided in the Act.

Q. Should the Secretary thus be called Secretary/Public Officer?A. I would suggest no just because the whole concept of public officer is confusing. It is just the person that the Associations Incorporations Act holds accountable for meetings being held and annual returns lodged.

(3) Minutes of proceedings at a meeting must be signed by the chairperson
of the meeting or by the chairperson of the next succeeding meeting
after being confirmed as a correct record.

17 Treasurer OC7e
It is the duty of the treasurer of the association to ensure:
(a) that all money due to the association is collected and received and
that all payments authorised by the association are made,
(b) that all monies received are promptly banked and that cash receipts are acknowledged by written receipt, and
(c) 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.

18 Casual vacancies
(1) In the event of a casual vacancy occurring in the membership of the
committee, the committee may appoint a member of the association to
fill the vacancy and the member so appointed is to hold office, subject
to this constitution, until the conclusion of the annual general meeting
next following the date of the appointment.
(2) A casual vacancy in the office of a member of the committee occurs if
the member:
(a) dies, or
(b) ceases to be a member of the association, or
(c) becomes an insolvent under administration within the meaning of
the Corporations Act 2001 of the Commonwealth, or

Q. unless the committee member is the treasurer, is this absolutely necessary? A. It is standard practice for bankrupted persons to be denied the right to manage corporate.

(d) resigns office by notice in writing given to the secretary, or
(e) is removed from office under clause 19, or
(f) becomes a mentally incapacitated person, or
(g) is absent without

Q. Shouldn’t this be qualified by inserting ‘just cause or’ A. the committee is required to act reasonably and would agree to absences through just cause.

the consent of the committee from 3 consecutive meetings of the committee.

19 Removal of member of committee
(1) The association in general meeting may by resolution remove any
member of the committee from office 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.

Q. How and under what conditions? A. a committee member is only ever there to serve its members, if members lose confidence in a committee member for any reason they can remove and replace without condition.

(2) If a member of the committee to whom a proposed resolution referred
to in subclause (1) relates makes representations in writing to the
secretary or president (not exceeding a reasonable length) and requests
that the representations be notified to the members of the association,
the secretary or the president may send a copy of the representations to
each member of the association or, if the representations are not so sent,
the member is entitled to require that the representations be read out at
the meeting at which the resolution is considered.

Q. I don’t understand the relevance of this paragraph. A. This gives a committee member, who is the subject of a proposed motion to remove, the right to state their position.

20 Committee meetings and quorum
(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 and be the subject of notice or undertaken in accord with a timetable agreed by the committee members.
(2) Additional meetings of the committee may be convened by the
president or by any member of the committee.
(3) Oral or written notice of a meeting of the committee must be given by
the secretary to each member of the association 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.
(4) Notice of a meeting given under subclause (3) must specify the general
nature of the business to be transacted at the meeting and no business
other than that business is to be transacted at the meeting, except
business which the committee members present at the meeting
unanimously agree to treat as urgent business.
(5) Any 5 members of the committee constitute a quorum for the
transaction of the business of a meeting of the committee.
(6) No business is to be transacted by the committee unless a quorum is
present and if, within half an hour of the time appointed for the meeting,
a quorum is not present, the meeting is to stand adjourned to the same
place and at the same hour of the same day in the following week
or such other time as agreed by those present subject to those changed
arrangements being communicated to all members.
(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.
(8) At a meeting of the committee:
(a) the president or, in the president’s absence, the vice-president is
to preside, or
(b) if the president and the vice-president are absent or unwilling to
act, such one of the remaining members of the committee as may
be chosen by the members present at the meeting is to preside.

21 Delegation by committee to sub-committee
(1) The committee may, by instrument in writing subject to the approval of the members in general meeting, 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:
(a) this power of delegation, and
(b) a function which is a duty imposed on the committee by the Act
or by any other law.
(2)The form of the instrument of delegation referred to in subclause (1) shall be determined by the committee from time to time and would generally include reference to the purpose of the sub committee, its membership, powers (eg to commit funds, bind the association, make public statements etc), obligation to report back and to inform on matters such as correspondence and material developments.

Q. I think this needs to be more prescriptive. Any plan of the sub-committee should be ratified at a general meeting, or if this is impractical, then by the committee, before being implemented. A sub-committee which is permitted to act independently of the committee and general membership is acting as a separate organisation. A. The fact that we have now made the delegation subject to approval of the members resolves this issue.

(3) A function the exercise of which has been delegated to a sub-committee
under this clause may, while the delegation remains unrevoked, be
exercised from time to time by the sub-committee in accordance with
the terms of the delegation.

Q. Could you explain this paragraph in simple English, please? A. Whilst the delegation is in force the committee is free to act in accord with it.

(4) 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) Despite any delegation under this clause, the committee may continue
to exercise any function delegated.

Q. This means in effect that if a subcommittee continues to act outside its delegated authority the only form of control left to the committee would be to disband the sub-committee. A. The existence of the delegation is a prerogative of the committee of the association. Under subclause seven the committee has the power at all times to revoke or vary the terms of the delegation to the subcommittee. The ultimate power is the power to totally revoke the delegation and to disband the sub-committee as suggested.

(6) 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) The committee may, by instrument in writing, revoke wholly or in part
any delegation under this clause.
(8) A sub-committee may meet and adjourn as it thinks proper.

Q Shouldnt ‘and act’ be inserted after ‘meet’. Q. Clearly the sub-comittee has to act in a manner that is proper, this would include an obligation that the sub committee can only act in accord with the delegation.

(9) The chairman of the association on attending a sub committee meeting will be entitled to assume the chair.

22 Voting and decisions
(1) Questions arising at a meeting of the committee or of any
sub-committee appointed by the committee are to be determined by a
majority of the votes of members of the committee or sub-committee
present at the meeting.

Q. So, if 5 committee members make a quorum, three people make a majority. Decisions affecting the whole organisation can be made by only three people??!!! A. That is a bit how democracy through duly elected representatives works. You elect them if you trust them, you require that they tell you their plans and report on their implementation and other wise you just sit back and watch/criticise. By increasing the quorum to five the problem has decreased.

(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.
(3) Subject to clause 20 (5), the committee may act despite any vacancy on
the committee.
(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.

Q. Does this contradict clause 18. A. No this is a standard element of the model constitution provided by the Department of Fair Trading. Its a standard clause in constitutions to get around the issue of other parties seeking to have decisions/actions set aside on the grounds that there is some technical deficiency in the process of their approval.

Part 4 General meetings

23 Annual general meetings—holding of OC10
(1) The association must hold its annual general meeting:
(a) within 4 months after the close of the association’s financial year,
or
(b) within such later time as may be allowed by the Director-General
or prescribed by the Regulation.

24 Annual general meetings—calling of and business at OC11
(1) The annual general meeting of the association is, subject to the Act and
to clause 23, to be convened on such date and at such place and time as
the committee thinks fit.
(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:
(a) to confirm the minutes of the last preceding annual general
meeting and of any ordinary general meeting held since that
meeting,
(b) to receive from the committee reports on the activities of the
association during the last preceding financial year,
(c) to elect office-bearers of the association and ordinary committee
members,
(d) to receive and consider any financial statement or report required
to be submitted to members under the Act.
(3) An annual general meeting must be specified as such in the notice
convening it.

25 Ordinary general meetings—calling of OC12
(1) The committee may, whenever it thinks fit, convene an ordinary general
meeting of the association. Consistent with its intention to operate as a transparent , member driven organisation the committee may call ordinary general meetings to coincide with or follow committee meetings. Such ordinary general meetings may receive reports from the Executive Committee. Any business arising from the Executive Committee or from any Sub-Committee meetings reported to the ordinary general meeting may be dealt with by that meeting in any manner deemed appropriate by the general meeting including the passing of any resolutions required.
(2) The committee must, on the requisition in writing of at least 5 per cent
of the total number of members, convene an ordinary general meeting of
the association.
(3) A requisition of members for an ordinary 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 an ordinary 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 an ordinary general meeting to be
held not later than 3 months after that date.
(5) An ordinary 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
and any member who consequently incurs expense

Q. Under what conditions. A. In the event they need to call a general meeting l.

is entitled to be reimbursed by the association for any expense so incurred.

26 Notice
(1) The secretary must, at least 21 days before the date fixed for the holding of
a general meeting, give a notice to each member

Q.Is this practically feasible. A. I had envisaged that this would be given by notice in the newsletter.

specifying the place, date and time of the meeting and the nature of the business proposed to
be transacted at the meeting.
(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 and an explanation of
the background to the resolution to enable a proper consideration by the
members.
(3) No business other than that specified in the notice convening a general
meeting is to be transacted at the meeting except, in the case of an
annual general meeting, business which may be transacted under clause
24 (2).
(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.

Q. Is there a possibility of allowing business that has not been given prior notice to be discussed at the general meetings? A. Anything can be discussed but nothing that is of a serious/ controversial /unusual nature such that warrants all members being advised of any decision to be made on it should be the subject of resolutions of which notice has been given.

27 Quorum for general meetings OC11
(1) No item of business is to be transacted at a general meeting unless a
quorum of members entitled under this constitution to vote is present
during the time the meeting is considering that item.
(2) Nine members present in person (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.
(3) If within half an hour after the appointed time for the commencement of
a general meeting a quorum is not present, the meeting:
(a) if convened on the requisition of members, is to be dissolved, and
(b) in any other case, is to stand adjourned to the same day in the
following week at the same time and (unless another place is
specified at the time of the adjournment by the person presiding
at the meeting and promptly communicated by written notice to members
given before the day to which the meeting is adjourned) at the
same place.
(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.

28 Presiding member
(1) The president or, in the president’s absence, the vice-president, is to
preside as chairperson at each general meeting of the association.
(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.

29 Adjournment 10e
(1) The chairperson of a general meeting at which a quorum is present may,
with the consent of the majority of members present at the meeting,
adjourn the meeting from time to time and place to place, but no
business is to be transacted at an adjourned meeting other than the
business left unfinished at the meeting at which the adjournment took
place.
(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.
(3) Except as provided in subclauses (1) and (2), notice of an adjournment
of a general meeting or of the business to be transacted at an adjourned
meeting is not required to be given.

30 Making of decisions
(1) A question arising at a general meeting of the association is to be
determined on a show of hands and a declaration by the chairperson that
a resolution has, on a show of hands, been carried or carried
unanimously or carried by a particular majority or lost, or an entry to
that effect in the minute book of the association, is evidence of the fact
without proof of the number or proportion of the votes recorded in
favour of or against that resolution.
(4) The chairman of each general meeting shall ensure dissenting votes and abstentions on all resolutions are appropriately recorded in the minutes.

31 Special resolutions
A special resolution may only be passed by the association in
accordance with section 39 of the Act.

Q. What constitutes a Special Resolution? A. Is a vote by 75% of those present and is usually reserved for changing the constitution and winding up.

32 Voting
(1) On any question arising at a general meeting of the association a
member has one vote only.
(2) All votes must be given personally.
(3) In the case of an equality of votes on a question at a general meeting, the
chairperson of the meeting is not entitled to exercise a second or casting
vote.
(5) A member is not entitled to vote at any general meeting of the
association unless all money due and payable by the member to the
association has been paid.
(6) A member is not entitled to vote at any general meeting of the
association if the member is under 18 years of age.

33 Proxy votes not permitted
Proxy voting must not be undertaken at or in respect of a general
meeting.

34 Postal ballots
(1) The association may hold a postal ballot to determine any issue or
proposal (other than an appeal under clause 12).
(2) A postal ballot is to be conducted in accordance with Schedule 3 to the
Regulation.

Part 5 Miscellaneous

35 Insurance
The association must as a minimum effect and maintain public liability insurance.

36 Funds—source
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.

37 Funds—management
(1) Subject to any resolution passed by the association in general meeting,
the funds of the association are to be used in pursuance of the objects of
the association in such manner as the committee determines.
(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.

38 Alteration of objects and constitution
(1) The statement of objects and this constitution may be altered, rescinded
or added to only by a special resolution of the association.
(2) The Secretary or a committee member must notify the
Director-General in writing of any such alteration, rescission or
addition.

39 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.

40 Inspection of books etc
(1) The following documents must be open to inspection, free of charge, by
a member

Q. which member? A. any member who is interested.

of the association at any reasonable hour:
(a) records, books and other financial documents of the association,
(b) this constitution,
(c) minutes of all committee meetings and general meetings of the
association.
(2) A member of the association may obtain a copy of any of the documents
referred to in subclause (1) on payment of a fee of not more than $1

Q. What value $1 in 5 or 10 years from now?) A. I’ve just left it at the nominal figure specified in the model constitution. It may well be a fee specified in the Associations Incorporations Act.

for each page copied.

41 Service of notices
(1) For the purpose of this constitution, a notice may be served on or given
to a person:
(a) by delivering it to the person personally, or
(b) by sending it by pre-paid post to the address of the person, or
(c) by sending it by facsimile transmission or some other form of
electronic transmission

Q. you mean e-mail? A. it could extend to SMS but generally email would be it.

to an address specified by the person for giving or serving notice.
(2) For the purpose of this constitution, a notice is taken, unless the contrary
is proved, to have been given or served:
(a) in the case of a notice given or served personally, on the date on
which it is received by the addressee, and
(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
(c) in the case of a notice sent by facsimile transmission or some
other form of electronic transmission, on the date it was sent or,
if the machine from which the transmission was sent produces a
report indicating that the notice was sent on a later date, on that
date.

42 Financial year
The financial year of the association shall commence on 1 July and end on the following 30 June.

43 Audit
a) The accounts of the Association shall be audited by an honorary auditor who shall be appointed by the Annual General Meeting. Such auditor may be a member of the Association, not being a member of the Committee, but the Committee may at its discretion engage the services of a professional auditor.
b) The auditor shall at all reasonable times have access to the books and other documents of the Association and may in relation thereto examine any officer or member of the Committee or any employee.
c) The auditor shall be supplied with a copy of the Balance Sheet and Statement of Accounts intended to be submitted to the Annual General Meeting at least fourteen days before such meeting and it shall be his duty to examine the same and certify the correctness in relation to the Books, Accounts and documents of the association.

44 Winding up OC19
If on the winding up or dissolution of the Association there remains after satisfaction of all its debts and liabilities any property whatsoever the same shall be realised and the proceeds paid to some charity serving residents of the Hartley District that has been approved by the Commissioner of Incorporated Associations and has Deductable Gift Recipient status under the Income Tax Assessment Act 1997 or an organisation having similar objectives to the association. The determination of such beneficiary shall be made by a majority vote of the committee.

Q. and members? A. Members are inaccessible by the time you get to a winding up.

45 Indemnification of committee members
The association must indemnify each committee member on a full indemnity basis and to the full extent permitted by law against all losses, liabilities, costs, charges and expenses incurred by the committee member as a committee member of the association, including without limitation, liability for negligence and liability for reasonable legal costs but shall be limited so that it does not operate in relation to any liability which is a liability to the association or arises out of conduct of the committee member which was not in good faith, or which involves wilful misconduct, gross negligence, reckless misbehaviour or fraud.

Appendix 1
(Clause 3 (1))
APPLICATION FOR MEMBERSHIP OF ASSOCIATION
Hartley District Progress Association Incorporated (incorporated under the Associations
Incorporation Act 2009) ABN 15 268 758 869
I, ..............................................................................................................................................
of .............................................................................................................................................
................................................................................. hereby apply to become a
member of the abovenamed incorporated association. In the event of my admission as a
member, I agree to be bound by the constitution of the association for the time being in force. Pending my acceptance as a member I enclose my entrance and annual membership fee in the sum of $...
.......................................................................
Signature of applicant
Date .............................................................