Constitution – The Glebe Society

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Constitution

Constitution of the Glebe Society Inc.

A. The name of the Society is THE GLEBE SOCIETY INC. (“the Society”).

B. The objects for which the Society is incorporated are:

(a)        to improve the amenity of Glebe by:

(i)         seeking to achieve wide representation from the diverse communities of Glebe;

(ii)        providing opportunities for members to express their views on issues affecting Glebe;

(iii)       opposing (by lawful means) developments detrimental to heritage values or contrary to community interests;

(iv)       promoting a better transport system, both public and private, including upgrading facilities for pedestrians and cyclists;

(v)        achieving public access, both pedestrian and cycle, to the entire waterfront of Glebe;

(vi)       making Glebe a cleaner and healthier environment;

(vii)      encouraging the village atmosphere and community spirit in Glebe; and

(viii)     arranging social functions and community activities;

(b)        to preserve and enhance the natural and architectural character of Glebe, and to encourage sound town planning, architectural and conservation practices; and

(c)        to stimulate interest in the history and character of Glebe, and to foster study of and research into the history of Glebe and its environs.

C. To enable the Society to carry out its objects, the Society has the following powers:

(a)        to cooperate with, consult with, support and seek the support of any association or other body having objects wholly or in part similar to those of the Society, but not so as to be exclusively associated with any political party;

(b)        to affiliate with or become a member of any association or other body having objects wholly or partly similar to those of the Society;

(c)        to provide services of any nature whatsoever to members and non-members as may be deemed appropriate by the committee from time to time for a fee or otherwise and always in accordance with the Act;

(d)        to petition or to address in any other manner the Parliament of the Commonwealth of Australia or the Parliament of the State of New South Wales or any other government or government body or department whatsoever on any matter affecting the Society’s members either collectively or individually, or the interests of residents of Glebe;

(e)        to commence, defend or otherwise take part in any legal proceedings as the committee may deem necessary for the promotion of the objects of the Society;

(f)         to print and publish any newspapers, periodicals, books or leaflets or like material as the committee may deem necessary or desirable for the promotion of the objects of the Society;

(g)        to borrow, raise or give security for any money on such terms as the committee may think;

(h)        to make, draw, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading and other negotiable or transferrable instruments;

(i)         to invest and deal with the funds and money of the Society in such securities and investments and in such manner and upon such terms and conditions as may from time to time be determined by the committee and from time to time to vary and release such securities and investments;

(j)         to purchase, sell, lease, mortgage, charge, exchange or otherwise acquire or dispose of any real or personal property or any other benefit, right or privilege as may be determined by the committee and, if appropriate, to apply both capital and income therefrom for or towards all or any of the objects of the Society;

(k)        to take any gift of property, whether subject to any special trust or not for any one or more of the objects of the Society;

(l)         to obtain any grant of money or property to be applied for or towards any one or more of the objects of the Society;

(m)       to take such steps as may be necessary or expedient for the purpose of procuring contributions to the funds of the Society in the form of donations, subscriptions, fees, levies or otherwise;

(n)        to establish and to accept trusts to enable the Society more effectively to obtain its objects;

(o)        to make donations for such purposes as may be acceptable to the committee and to award prizes and bestow any other distinctions on any person as the management thinks fit;

(p)        to appoint, employ, remove or suspend such managers, clerks, secretaries and other persons as may be necessary or convenient for the purposes of the Society;

(q)        to pay out of the funds of the Society all expenses incidental to the running of the Society or to the furtherance of its objects, including, without limiting the generality of the foregoing, the payment of salaries and other employment-related payments to persons employed by the Society; and

(r)        to do all such lawful and proper acts or things as are incidental to or conducive to the achievement or attainment of the objects and purposes of the Society.

D.  The document annexed and marked “A” forms part of the constitution of the Society.

“A”

Part 1    Preliminary

1    Definitions

(1)   In this constitution:

committee means the management committee of the Society;

Glebe means the area encompassed within postcode 2037, New South Wales.

ordinary committee member means a member of the committee who is not an office-bearer of the Society or an ex officio member of the committee.

secretary means:

(a)   the person holding office under this constitution as secretary of the Society, or

(b)   if no person holds that office – the public officer of the Society.

special general meeting means a general meeting of the Society other than an annual general meeting.

the Act means the Associations Incorporation Act 2009.

the Regulation means the Associations Incorporation Regulation 2016.

(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 generally

(1)   A person is eligible to be a member of the Society if;

(a)   in the case of an ordinary member, the person is a natural person who has applied for ordinary membership of the Society as provided by clause 3 and has been approved for membership of the Society by the committee;

(b)   in the case of an honorary life member, the person is a natural person who by reason of extraordinary services rendered to the Society has been elected by special resolution to honorary life membership of the Society;

(c)   in the case of a student member, the person is a natural person who has applied for student membership of the Society as provided by clause 3, is currently pursuing a full time course of study at a recognised educational institution and has been approved for membership of the Society by the committee;

(d)   in the case of a pensioner member, the person is a natural person who has applied for pensioner membership of the Society as provided clause 3, is currently in receipt of an age pension, an invalid pension, a widow’s pension or any other pension of a similar kind and has been approved for membership of the Society by the committee;

(e)   in the case of an additional household member, the person is a natural person who has been nominated as an additional household member in an application for ordinary membership, student membership or pensioner membership of the Society as provided by clause 3, ordinarily resides with that member and has been approved for membership of the Society by the committee;

(f)    in the case of an institutional member, the person is a company, school, college, club or other organisation that has applied for institutional membership of the Society as provided by clause 3 and has been approved for membership by the committee;

(g)   the person was a member of the Society immediately before it was registered as an association and has not ceased to be a member at any time after the registration of the Society.

(2)   Any student member who ceases to be eligible to be a student member and any pensioner member who ceases to be eligible to be a pensioner member must forthwith either apply for ordinary membership of the Society or resign his or her membership of the Society.

(3)   A member of the Society need not be a resident of Glebe.

(4)   All members other than institutional members have the right to attend general meetings of the Society.

(5)   An institutional member has the right to nominate in writing the person for the time being authorised to attend general meetings and vote on its behalf.

(6)   All members other than additional household members have the right to receive notices and other publications of and communications from the Society.

(7)   In all other respects, all members of the Society have the same rights and obligations.

3    Application for membership

(1)   An application by a person for membership (other than honorary life membership) of the Society:

(a)   must be made in writing (including by email or other electronic means, if the committee so determines) in the form determined by the committee;

(b)   must be lodged (including by electronic means, if the committee so determines) with the secretary; and

(c)   must be accompanied by the first year’s membership fee appropriate for the category of membership for which the application is made.

(2)   As soon as practicable after receiving an application for membership, the secretary must refer the application to the committee.

(3)   The committee may in its discretion determine to approve or reject the application and need not give any reason for rejecting any application.

(4)   If the committee determines to approve the application for membership, the secretary must, as soon as practicable after that determination, notify the applicant of that approval and enter the applicant’s name in the register of members and, upon the name being so entered, the applicant becomes a member of the Society.

(5)   If the committee determines to reject an application, the secretary must, as soon as practicable after that determination, notify the applicant of that rejection and return to the applicant the membership fee which accompanied the application.

(6)   The secretary must notify an applicant under subclauses (4) and (5) in writing, including by email or other electronic means if the committee so determines.

(7)   The secretary must enter the name of every honorary life member in the                 register of members forthwith upon the passing of a special resolution electing him or her to honorary membership.

(8)   Despite clause 3(1) a student member or a pensioner member applying for ordinary membership under clause 2(2) is not required to pay any additional membership fee for the financial year current at the date of application.

4    Cessation of membership

A person ceases to be a member of the Society if the person:

(a)   dies, or

(b)   resigns membership, or

(c)   is expelled from the Society, or

(d)   fails to pay the annual membership fee under clause 8(1) within three 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 Society:

(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 Society may resign from membership of the Society by first giving to the secretary written notice of at least one month (or any other period that 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.

(2)   If a member of the Society ceases to be a member under subclause (1), 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

(1)   The secretary must establish and maintain a register of members of the Society (whether in written or electronic form) specifying the name and postal, residential or email address of each person who is a member of the Society 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 Society, or

(b)   if the Society has no premises, at the Society’s official address.

(3)   The register of members must be open for inspection, free of charge, by any member of the Society at any reasonable hour.

(4)   A member of the Society may obtain a copy of any part of the register on payment of a fee of not more than $1 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 Society or other material relating to the Society, or

(b)   any other purpose necessary to comply with a requirement of the Act or the Regulation.

(7)   If the register of members is kept in electronic form:

(a)   it must be convertible into hard copy, and

(b)   the requirements in subclauses (2) and (3) apply as if a reference to the register of members is a reference to a current hard copy of the register of members.

8    Fees and subscriptions

(1)   A member of the Society other than an honorary life member must pay to the Society with respect to each financial year such annual membership fee as the committee from time to time determines.

(2)   The first year of a member’s membership is taken to run from the date of admission to 30 June in the calendar year after the calendar year in which the member was admitted to membership.

(3) The committee may determine the annual membership fee payable by members at different rates depending upon whether the members are ordinary members, additional household members, student members, pensioner members or institutional members.

9    Members’ liabilities

The liability of a member of the Society to contribute towards the payment of the debts and liabilities of the Society or the costs, charges and expenses of the winding up of the Society is limited to the amount, if any, unpaid by the member in respect of membership of the Society 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 Society, or a dispute between a member or members and the Society, are to be referred to a Community Justice Centre for mediation under the Community Justice Centres Act 1983.

(2)   If a dispute is not resolved by mediation within three months of the referral to a Community Justice Centre, the dispute is to be referred to arbitration.

(3)   The Commercial Arbitration Act 2010 applies to a dispute referred to arbitration.

11  Disciplining of members

(1)   A complaint may be made to the committee by any person that a member of the Society:

(a)   has refused or neglected to comply with a provision or provisions of this constitution, or

(b)   has wilfully acted in a manner prejudicial to the interests of the Society.

(2)   The committee may refuse to deal with a complaint if it considers the complaint to be trivial or vexatious in nature.

(3)   If the committee decides to deal with the 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.

(4)   The committee may, by resolution, expel the member from the Society or suspend the member from membership of the Society if, after considering the complaint and any submissions made in connection with the complaint, it is satisfied that the facts alleged in the complaint have been proved and the expulsion or suspension is warranted in the circumstances.

(5)   If the committee expels or suspends a member, the secretary must, within seven 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.

(6)   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 Society confirms the resolution under clause 12,

whichever is the later.

12 Right of appeal of disciplined member

(1)   A member may appeal to the Society in general meeting against a resolution of the committee under clause 11, within seven days 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 Society to be held within 28 days after the date on which the secretary received the notice.

(4)   At a general meeting of the Society 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 Society.

Part 3    The committee

13  Powers of the committee

Subject to the Act, the Regulation, this constitution and any resolution passed by the Society in general meeting, the committee:

(a)   is to control and manage the affairs of the Society, and

(b)   may exercise all the functions that may be exercised by the Society, other than those functions that are required by this constitution to be exercised by a general meeting of members of the Society, and

(c)   has power to perform all the acts and do all things that appear to the committee to be necessary or desirable for the proper management of the affairs of the Society.

14  Composition and membership of committee

(1)   The committee is to consist of:

(a)   the office-bearers of the Society, and

(b)   four ordinary committee members, and

(c)   ex-officio, the immediate past president of the Society; and

(d)   ex-officio, the convenors of all the subcommittees appointed under clause 23.

        (2)  The office-bearers of the Society are as follows:

(a)   the president,

(b)   the vice-president,

(c)   the treasurer, and

(d)   the secretary.

 (3) The office-bearers of the Society and the ordinary committee members are to be elected at the annual general meeting of the Society.

(4)   Each member of the committee, other than the ex-officio members, is, subject to this constitution, to hold office until immediately before the election of committee members at the annual general meeting next following the date of the member’s election, and is eligible for re-election, provided that the president is not entitled to hold office for more than two successive terms.

(5)   In the event of a casual vacancy occurring in the membership of the committee, the committee may appoint a member of the Society 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.

(6)   All members of the committee must be members of the Society.

15  Election of committee members

(1)   Nominations of candidates for election as office-bearers of the Society or as ordinary committee members:

(a)   must be made in writing, signed by two members of the Society 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 Society at least seven days before the date fixed for the holding of the annual general meeting at which the election is to take place.

(2)   If insufficient nominations are received to fill all vacancies on the committee, the candidates nominated are taken to be elected and further nominations are to be received at the annual general meeting.

(3)   If insufficient further nominations are received, any vacant positions remaining on the committee are taken to be casual vacancies.

(4)   If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated are taken to be elected.

(5)   If the number of nominations received exceeds the number of vacancies to be filled, a ballot is to be held.

(6)   The ballot for the election of office-bearers and ordinary committee members of the committee is to be conducted at the annual general meeting in any usual and proper manner that the committee directs.

(7)   A nomination of a candidate for election under subclause (1) is not valid if the candidate has been nominated for election to another office at the same election.

(8)   Subclause (7) does not apply to a candidate nominated at the annual general meeting under subclause (2).

(9)   A person nominated as a candidate for election as an office-bearer or as an ordinary committee member of the Society must be a member of the Society.

16  Secretary

(1)   The secretary of the Society must, as soon as practicable after being appointed as secretary, lodge notice with the Society of his or her address.

(2)   It is the duty of the secretary to keep minutes (whether in written or electronic form) 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.

(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.

(4)   The signature of the chairperson may be transmitted by electronic means for the purposes of subclause (3).

17  Treasurer

It is the duty of the treasurer of the Society to ensure:

(a)   that all money due to the Society is collected and received and that all payments authorised by the Society are made, and

(b)   that correct books and accounts are kept showing the financial affairs of the Society, including full details of all receipts and expenditure connected with the activities of the Society.

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 Society to fill the vacancy and the member so appointed is to hold office, subject to this constitution, until 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 Society, or

(c)   is or becomes an insolvent under administration within the meaning of the Corporations Act 2001 of the Commonwealth, or

(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 the consent of the committee from three consecutive meetings of the committee, or

(h)   is convicted of an offence involving fraud or dishonesty for which the maximum penalty on conviction is imprisonment for not less than three months, or

(i)    is prohibited from being a director of a company under Part 2D.6 (Disqualification from managing corporations) of the Corporations Act 2001 of the Commonwealth.

19  Removal of committee members

(1)   The Society in general meeting may by resolution remove any member of the committee from the office of member before the expiration of the member’s term of office and may by resolution appoint another person to hold office until the expiration of the term of office of the member so removed.

(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 Society, the secretary or the president may send a copy of the representations to each member of the Society 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.

20  Committee meetings and quorum

(1)   The committee must meet at least three times in each period of 12 months at the place and time that the committee may determine.

(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 committee at least 48 hours (or any other period that 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 three 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.

(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, one of the remaining members of the committee chosen by the members present at the meeting is to preside.

21  Appointment of Society members as committee members to constitute quorum

(1)   If at any time the number of committee members is less than the number required to constitute a quorum for a committee meeting, the existing committee members may appoint a sufficient number of members of the Society as committee members to enable the quorum to be constituted.

(2)   A member of the committee so appointed is to hold office, subject to this constitution, until the annual general meeting next following the date of the appointment.

(3)   This clause does not apply to the filling of a casual vacancy to which clause 18 applies.

22  Use of technology at committee meetings

(1)   A committee meeting may be held at two or more venues using any technology approved by the committee that gives each of the committee’s members a reasonable opportunity to participate.

(2)   A committee member who participates in a committee meeting using that technology is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person.

23  Delegation by committee to sub-committee

(1)   The committee may, by instrument in writing, delegate to one or more sub-committees (consisting of the member or members of the Society that the committee thinks fit) the exercise of any of the functions of the committee that 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)   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.

(3)   A delegation under this clause may be made subject to any conditions or limitations as to the exercise of any function, or as to time or circumstances, that may be specified in the instrument of delegation.

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

(5)   Any act or thing done or suffered by a sub-committee acting in the exercise of a delegation under this clause has the same force and effect as it would have if it had been done or suffered by the committee.

(6)   The committee may, by instrument in writing, revoke wholly or in part any delegation under this clause.

(7)   A sub-committee may meet and adjourn as it thinks proper.

24  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.

(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.

Part 4    General meetings

25  Annual general meetings – holding of

The Society must hold its annual general meetings:

(a)   within six months after the close of the Society’s financial year, or

(b)   within any later time that may be allowed or prescribed under section 37(2)(b) of the Act.

26  Annual general meetings – calling of and business at

(1)   The annual general meeting of the Society is, subject to the Act and to clause 25, to be convened on the date and at the place and time that 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 special general meeting held since that meeting,

(b)   to receive from the committee reports on the activities of the Society during the last preceding financial year,

(c)   to elect office-bearers of the Society 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 that type of meeting in the notice convening it.

27  Special general meetings – calling of

(1)   The committee may, whenever it thinks fit, convene a special general meeting of the Society.

(2)   The committee must, on the requisition of at least 5% of the total number of members, convene a special general meeting of the Society.

(3)   A requisition of members for a special general meeting:

(a)   must be in writing, and

(b)   must state the purpose or purposes of the meeting, and

(c)   must be signed by the members making the requisition, and

(d)   must be lodged with the secretary, and

(e)   may consist of several documents in a similar form, each signed by one or more of the members making the requisition.

(4)   If the committee fails to convene a special general meeting to be held within one month after the date on which a requisition of members for the meeting is lodged with the secretary, any one or more of the members who made the requisition may convene a special general meeting to be held not later than three months after that date.

(5)   A special general meeting convened by a member or members as referred to in subclause (4) must be convened as nearly as is practicable in the same manner as general meetings are convened by the committee.

(6)   For the purposes of subclause (3):

(a)   a requisition may be in electronic form, and

(b)   a signature may be transmitted, and a requisition may be lodged, by electronic means.

28  Notice

(1)   Except if the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the Society, the secretary must, at least 14 days before the date fixed for the holding of the general meeting, give a notice to each member 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 Society, 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.

Note. A special resolution must be passed in accordance with section 39 of the Act.

(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 26(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.

29  Quorum for general meetings

(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)   Ten members present (being members entitled under this constitution to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.

(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 or 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.

30  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 Society.

(2)   If the president and the vice-president are absent or unwilling to act, the members present must elect one of their number to preside as chairperson at the meeting.

31  Adjournment

(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 Society 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.

32  Making of decisions

(1)   A question arising at a general meeting of the Society is to be determined by:

(a)   a show of hands or, if the meeting is one to which clause 37 applies, any appropriate corresponding method that the committee may determine, or

(b)   if on the motion of the chairperson or if three or more members present at the meeting decide that the question should be determined by a written ballot – a written ballot.

(2)   If the question is to be determined by a show of hands, 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 Society, is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution.

(3)   Subclause (2) applies to a method determined by the committee under subclause (1)(a) in the same way as it applies to a show of hands.

(4)   If the question is to be determined by a written ballot, the ballot is to be conducted in accordance with the directions of the chairperson.

33  Special resolutions

A special resolution may only be passed by the Society in accordance with section 39 of the Act.

34  Voting

(1)   On any question arising at a general meeting of the Society a member has one vote only.

(2)   All votes must be given personally or by proxy, but no member may hold more than five proxies.

(3)   In the case of an equality of votes on a question at a general meeting, the chairperson of the meeting is entitled to exercise a second or casting vote.

(4)   A member is not entitled to vote at any general meeting of the Society unless all money due and payable by the member to the Society has been paid, other than the annual membership fee payable in respect of the then current year.

(5)   A member is not entitled to vote at any general meeting of the Society if the member is under 18 years of age.

35  Proxy votes permitted

(1)   A member is entitled to appoint another member as the member’s proxy by   notice given to the secretary no later than 24 hours before the meeting in respect of which the proxy is appointed.

(2)   The notice appointing a proxy is to be in or to the effect of the form for the time being approved by the committee.

36  Postal or electronic ballots

(1)   The Society may hold a postal or electronic ballot (as the committee determines) to determine any issue or proposal (other than an appeal under clause 12).

(2)   A postal or electronic ballot is to be conducted in accordance with Schedule 3 to the Regulation.

37  Use of technology at general meetings

(1)   A general meeting may be held at two or more venues using any technology approved by the committee that gives each of the Society’s members a reasonable opportunity to participate.

(2)   A member of the Society who participates in a general meeting using that technology is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person.

Part 5    Miscellaneous

38  Insurance

(1)   The Society must effect and maintain public liability insurance.

(2)   in addition to the insurance required under clause 38(1), the Society may effect and maintain other insurance.

39  Funds – source

(1)   The funds of the Society are to be derived from annual subscriptions of members, donations and, subject to any resolution passed by the Society in general meeting, any other sources that the committee determines.

(2)   All money received by the Society must be deposited as soon as practicable and without deduction to the credit of the Society’s bank or other authorised deposit-taking institution account.

40  Funds – management

(1)   Subject to any resolution passed by the Society in general meeting, the funds of the Society are to be used solely in pursuance of the objects of the Society in the manner that the committee determines.

(2)   All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by two members of the committee or employees of the Society, being members or employees authorised to do so by the committee.

(3)   All electronic banking transactions, including transfers and payments and internet banking transactions, must be authorised by two members of the committee or employees of the Society, being members or employees authorised by the committee to do so.

41  Society is non-profit

Subject to the Act and the Regulation, the Society must apply its funds and assets solely in pursuance of the objects of the Society and must not conduct its affairs so as to provide a pecuniary gain for any of its members.

Note. Section 5 of the Act defines pecuniary gain for the purpose of this clause.

42  Distribution of property on winding up of Society

(1)   Subject to the Act and the Regulation, in a winding up of the Society, any surplus property of the Society is to be transferred to another organisation with similar objects and which is not carried on for the profit or gain of its individual members.

(2)   In this clause, a reference to the surplus property of the Society is a reference to that property of the Society remaining after satisfaction of the debts and liabilities of the Society and the costs, charges and expenses of the winding up of the Society.

Note. Section 65 of the Act provides for distribution of surplus property on the winding up of an association.

43  Change of name, objects and constitution

(1) This constitution may be altered, rescinded or added to only by a special   resolution of the Society.

(2) An application for registration of a change in the Society’s name, objects or constitution in accordance with section 10 of the Act is to be made by the public officer or a committee member.

44  Custody of books etc

Except as otherwise provided by this constitution, all records, books and other documents relating to the Society must be kept in New South Wales in the custody of the public officer or a member of the Society (as the committee determines).

45  Inspection of books etc

(1)   The following documents must be open to inspection, free of charge, by a member of the Society at any reasonable hour:

(a)   records, books and other financial documents of the Society,

(b)   this constitution,

(c)   minutes of all committee meetings and general meetings of the Society.

(2)   A member of the Society may obtain a copy of any of the documents referred to in subclause (1) on payment of a fee of not more than $1 for each page copied.

(3)   Despite subclauses (1) and (2), the committee may refuse to permit a member of the Society to inspect or obtain a copy of records of the Society that relate to confidential, personal, employment, commercial or legal matters or where to do so may be prejudicial to the interests of the Society.

46  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 any form of electronic transmission to an address specified by the person for giving or serving the 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 any 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.

47 Audit

  • The committee must cause the financial statements that are required under the Act to be submitted to members at the annual general meeting to be audited by a person who is a registered company auditor within the meaning of the Corporations Act 2001 of the Commonwealth.
  • The auditor must in his or her report state whether or not, in his or her opinion, the said statements are properly drawn up so as to give a true and fair view of:
  • the Society’s profit and loss for the financial year to which it relates; and
  • the Society’s state of affairs at the end of that financial year.

48  Financial year

The financial year of the association is each period of 12 months after the expiration of the previous financial year of the association, commencing on 1 July and ending on the following 30 June.

Note.

Schedule 1 to the Act provides that an association’s constitution is to address the association’s financial year.

This and the preceding 17 pages constitute the annexure marked “A” referred to in the constitution of The Glebe Society Inc.

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