Constitution
CONSTITUTION FOR THE BELTANA PROGRESS ASSOCIATION
Name
The name of the incorporated association is The Beltana Progress Association, referred herein as “the Association”.
Definitions
“committee” means the committee of management of the Association
“general meeting” means a general meeting of members of the Association convened in accordance with these rules
“member” means a member of the Association
“the Act” means the Associations Incorporation Act 1985
“special resolution” means a special resolution defined in the Act
“month” means a calendar month
Objects or purposes of the Association
The objects of the Association are:
To advance and protect the interests of the Beltana township community
To maintain and manage the assets of the Association
To liaise with government and other organizations on behalf of the Beltana township community
To promote the town of Beltana and community spirit
Powers of the Association
The Association shall have all the powers conferred by section 25 of the Act
Membership
5.1 Types
a. Ordinary member
Any person who owns property in the township of Beltana, or resides permanently in the town, and supports the objects of the Association and agrees to be bound by its rules, is eligible to apply to become an ordinary member of the Association. The application for membership shall be made in writing, signed by the applicant and seconded by an Ordinary member. Upon the acceptance of the application by the committee, and upon payment of the first annual subscription (if any), the applicant shall be a member of the Association.
b. Supporter member
Any person who supports the objects of the Association and agrees to be bound by its rules, is eligible to apply for Supporter Membership of the Association. The application for membership shall be made in writing, signed by the applicant, and seconded by an Ordinary member. Upon the acceptance of the application by the committee and upon payment of the first annual subscription (if any), the applicant shall be a member of the Association.
Subscriptions
The subscription for Ordinary and Supporter membership shall be such sum (if any) as the members shall determine from time to time in general meeting.
The subscription fees shall be payable annually on 1 July or at a time that the committee determines.
Any member whose subscription is outstanding for more than three months after the date for payment shall cease to be a member of the Association, provided always that the committee may reinstate such a person’s membership on such terms as it thinks fit.
Resignations
A member may resign from membership of the Association by giving written notice to the secretary or public officer of the Association; or by not attending 4 consecutive meetings of the Association without apology; or by not paying the annual subscription within 3 months of it becoming due. Any resigning member shall be liable for any outstanding subscriptions which may be recovered as a debt due to the Association.
Expulsion of a member
Subject to giving a member an opportunity to be heard or to make a written submission, the committee may resolve to expel a member upon a charge of misconduct detrimental to the interests of the Association.
Particulars of the charge shall be communicated to the member at least one month before the meeting of the committee at which the matter will be determined.
The determination of the committee shall be communicated to the member, and in the event of an adverse determination, the member shall (subject to 5.4d below) cease to be a member 7 days after the committee has communicated its determination to the member.
It shall be open to a member to appeal the expulsion to the Association at a general meeting. The intention to appeal shall be communicated to the Secretary of the Association within 7 days after the determination of the committee has been communicated to the member.
In the event of an appeal under 5.4d above, the appellant may present his/her appeal to a general meeting if an opportunity to do so has not already been provided. The appellant’s membership of the Association shall not be terminated unless the determination of the committee is upheld by the members of the Association in general meeting. In this event, the membership will be terminated at the date of the general meeting at which the determination of the committee is upheld.
Register of Members
a. A register of members must be kept and contain:
The name ,email or postal address of each member
The date on which each member was admitted to the Association, and
If applicable, the date and reason(s) for termination of membership
b. The register shall be updated by the Secretary every 2 years
The committee
Powers and duties
The affairs of the Association shall be managed and controlled in between general meetings by a committee which, in addition to any powers and authorities conferred by these rules, may exercise all such powers and do all such things as are within the objects of the Association, and are not by the Act or by these rules required to be done by the Association in general meeting.
The committee has the management and control of the funds and property of the Association and reports at all general meetings on expenditure
The committee shall have the authority to interpret the meaning of these rules and any other matter relating to the affairs of the Association on which these rules are silent.
The committee shall appoint a public officer as required by the Act.
Appointment
The committee shall be comprised of a President, Vice-President and Secretary/Treasurer and one Ordinary member, who are separate landowners
A committee member shall be a natural person.
A committee member shall be an Ordinary member of the Association.
The term of office for committee members shall be 2 years.
At each Annual General Meeting of the Association, the positions of President and Ordinary member shall become vacant one year, and the positions of Vice-President and Secretary/Treasurer shall become vacant the following year.
A retiring committee member shall be eligible to stand for re-election without nomination. Other ordinary members shall be eligible to stand for election at the Annual general meeting.
The committee may appoint an ordinary member to fill a casual vacancy, and such a committee member shall hold office until the next Annual General Meeting of the Association and shall be eligible for election to the committee without nomination.
Proceedings of the committee
The committee shall meet together as required for the dispatch of business. Questions arising at any meeting of the committee shall be decided by a majority of votes, and in the event of equality of votes, the President (or chairperson) shall have a casting in addition to a deliberative vote.
A quorum for a meeting of the committee shall be 3 of 4 members of the committee.
A member of the committee having a direct or indirect pecuniary interest in a contract or a proposed contract with the Association must disclose the nature and extent of that interest to the committee as required by the Act, and shall not vote with respect to that contract or proposed contract. The member of the committee must disclose the nature and extent of his or her interest in the contract at the next general meeting of the Association.
Disqualification of committee members
The office of a committee member shall become vacant if a committee member is:
Disqualified from being a committee member by the Act
Expelled as a member under these rules
Permanently incapacitated by ill health
Absent without apology from more than 2 meetings in a financial year
The Seal
The Association shall have a common seal upon which its corporate name shall appear in legible characters
The seal shall not be used without the express authorization of the committee, and every use of the seal shall be recorded in the minute book of the Association.
The affixing of the seal shall be witnessed by the President and the Secretary/Treasurer
General Meetings
Annual general meetings
The committee shall call an annual general meeting in accordance with the Act and these rules.
The first annual general meeting shall be held within 12 months after the incorporation of the Association and thereafter within 6 months after the end of the financial year.
The order of the business at the annual general meeting shall be:
The confirmation of the minutes of the previous annual general meeting and of any special general meeting held since that meeting
The consideration of the accounts and reports of the committee and the auditor’s report
The election of committee members
The appointment of auditors
Any other business requiring consideration by the Association shall be raised at a general meeting, which may follow the Annual General meeting.
Special general meetings
The committee may call a special general meeting of the Association at any time.
Upon a requisition in writing of not less than 20% of the total number of Ordinary members of the Association, the committee shall, within one month of receipt of the requisition, convene a special general meeting for the purpose specified in the requisition.
Every requisition for a special general meeting shall be signed by the relevant members and shall state the purpose of the meeting.
If a special general meeting is not convened within one month as required by 8.2b above, at least 50% of the requisitionists may convene a special general meeting. Such a meeting shall be convened in the same manner as nearly as practical as a meeting convened by the committee.
Notice of a meeting at which a special resolution is to be proposed shall be given at least 21 days prior to the date of the meeting.
Notice of general meetings
A general meeting of the Association shall be held at least three times a year.
Subject to 8.3c below, at least 14 days notice of any general meeting shall be given to members. The notice shall be placed on the notice board and sent via email setting out where and when the meeting will be held, and particulars of the nature and order of the business to be transacted at the meeting (ie an agenda).
A notice may be given by the Association to any member by serving the member with the notice personally, or by sending it by post to the address appearing in the register, or by sending it by email to the address appearing in the register, or by posting it on the Association’s noticeboard.
Proceedings at general meetings
Five Ordinary members present personally shall constitute a quorum for the transaction of business at any general meeting.
If within 30 minutes after the time appointed for the meeting, a quorum of Ordinary members is not present, a meeting convened upon the requisition of members shall lapse. In any other case, the meeting shall stand adjourned to the same day in the next week, at the same time and place. If at such adjourned meeting a quorum is not present within 15 minutes of the time appointed for the meeting, the Ordinary members present shall form a quorum.
Subject to 8.4d below, the President shall preside as chairperson at a general meeting of the Association
If the President is not present within 15 minutes after the time appointed for holding the meeting, or he or she is present but declines to take or retires from the chair, the Ordinary members may choose a committee member or one of their own to be the chairperson for that meeting.
Voting at general meetings
Subject to these rules, every Ordinary Member of the Association has only one vote at a meeting of the Association.
Subject to these rules, a question for decision at a general meeting, other than a special resolution, must be determined by a majority of Ordinary members who vote in person at that meeting
In the event of equality of votes, the chairperson shall have a casting in addition to a deliberative vote.
Unless a secret ballot is demanded by at least 4 Ordinary members present, a question for decision at a general meeting must be determined by show of hands.
Secret ballot at general meetings
If a secret ballot is demanded by at least 4 Ordinary members present, it must be conducted in a manner specified by the chairperson of the general meeting and the result of the secret ballot is the resolution of the meeting on that question.
A secret ballot demanded for the election of a chairperson, or on a question of adjournment must be taken immediately, but any other secret ballot may be conducted at any time before the close of the meeting.
Ordinary and Special resolutions
A resolution is a decision of a meeting. A resolution can be proposed and seconded by any Ordinary member.
An ordinary resolution is a resolution passed by a simple majority at a general meeting.
It requires a proposer and a seconder and shall be written as a motion in the minutes.
A special resolution is required for all major decisions affecting the Association, such as (but not limited to): changing the association's name; changing the association's rules; changing the association's objects; amalgamating with another incorporated association
A special resolution is passed at a duly convened meeting of the members of the association if—
at least 21 days written notice specifying the intention to propose the resolution as a special resolution has been given to all members of the Association; and
it is passed at a meeting by a majority of not less than three-quarters of such members of the Association as, being entitled to do so, vote in person at that meeting.
Minutes
Proper minutes of all proceedings of general meetings of the Association, and of meetings of the committee, shall be entered in minute books kept for the purpose within one month after the relevant meeting.
The minutes kept pursuant to this rule must be confirmed by the members of the Association or the members of the committee (as relevant) at a subsequent meeting.
The minutes kept pursuant to this rule shall be signed by the chairperson of the meeting at which the proceedings took place or by the chairperson of the next succeeding meeting at which the minutes are confirmed.
Where minutes are entered and signed they shall, until the contrary is proved, be evidence that the meeting was convened and duly held, that all proceedings held at the meeting shall be deemed to have been duly held, and that all appointments made at a meeting shall be deemed to be valid.
Dispute resolution
The dispute resolution procedure set out in this rule applies to disputes under these rules between
A member and another member, and
A member and the Association
The parties to the dispute must meet and discuss the matter in dispute, and if possible, resolve the dispute within 14 days after the dispute comes to the attention of all the parties.
If the parties are unable to resolve the dispute at the meeting, they may choose to meet and discuss the dispute before an independent third person agreed to by the parties.
Financial reporting
Financial year
The first financial year of the Association shall be the period ending on the next 30th June following incorporation, and thereafter a period of 12 months commencing on 1st July and ending on 30th June of each year.
Accounts to be kept
The Association shall keep and retain such accounting records as are necessary to correctly record and explain the financial transactions and financial position of the Association in accordance with the Act. (Refer to Regulation 8 of the Associations Regulations)
Accounts and reports to be laid before members
The accounts, together with the auditor’s report on the accounts, the committee’s statement and report, shall be laid before members at the annual general meeting.
Appointment of auditor
At each annual general meeting, the Ordinary members shall appoint a person to be auditor of the Association.
The auditor shall hold office until the next annual general meeting and is eligible for re-appointment
If an appointment is not made at the annual general meeting, the committee shall appoint an auditor for the current financial year.
Prohibition against securing profits for members
The income and the capital of the Association shall be applied exclusively to the promotion of its objects and no portion shall be paid or distributed directly or indirectly to members or their associates except as bona fide remuneration of a member for services rendered or expenses incurred on behalf of the Association.
Winding up
The Association may be wound up in the manner provided for in the Act
Application of surplus assets
If after the winding up of the Association there remains surplus assets as defined in the Act, such surplus assets shall be distributed to any organization which has similar objects and has rules which prohibit the distribution of its assets and income to its members.
Such organization(s) shall be identified and determined by resolution of Ordinary members in general meeting
Rules
These rules may be altered (including an alteration to the Association’s name) by special resolution of the members of the Association. This includes recision or replacement by substitute rules.
The alteration shall be registered with the Office of Consumer and Business Affairs, Corporate Affairs Commission, as required by the Act.
The registered rules shall bind the Association and every member to the same extent as if they have respectively signed and sealed them, and agreed to be bound by all of the provisions thereof.
