Constitution

PDF version of the constitution is available to download from this link

Austra-Lanka Muslim Association (ALMA)

Constitution

Under the Associations Incorporation Act 2009


Table of Contents

 

Part 1      Preliminary.. 4

1.      Name, type and purpose of the association.. 4

2.      Definitions. 4

3.      Objectives & Powers (including Establishment of Trusts). 5

To achieve the above:. 6

Part 2      Membership.. 7

4.      Eligibility. 7

5.      Membership types. 7

6.      Application for membership      8

7.      Membership fees. 8

8.      Member entitlement.. 9

9.      Cessation of membership. 9

10.    Resignation of membership. 9

11.    Register of members. 9

12.    Disciplining of members. 10

13.    Right of appeal of disciplined member.. 11

14.    Resolution of disputes. 11

Part 3      The executive committee and trustees. 13

15.    Term of the executive committee. 13

16.    Eligibility to hold office. 13

17.    Disqualification to hold office. 13

18.    Powers of the executive committee. 13

19.    Composition and membership of executive committee. 14

20.    Election of executive committee members. 14

21.    Transition period.. 17

22.    President.. 18

23.    Deputy president.. 18

24.    Vice president.. 18

25.    Secretary. 19

26.    Treasurer.. 19

27.    Removal of executive committee members. 20

28.    Casual vacancies. 20

29.    Executive committee meetings and quorum.. 21

30.    Use of technology at executive committee meetings. 21

31.    Subcommittees. 22

32.    Voting and decisions. 22

33.    Trustees. 22

34.    Election of trustees. 25

35.    Removal of trustees. 25

36.    Auditor.. 26

Part 4      General meetings 27

37.    Annual general meetings – holding of. 27

38.    Annual general meetings - calling of and business at.. 27

39.    Special general meetings - calling of. 27

40.    Notice. 28

41.    Quorum for general meetings. 28

42.    Presiding member.. 29

43.    Adjournment.. 29

44.    Making of decisions. 29

45.    Special resolutions. 30

46.    Voting.. 30

47.    Proxy votes not permitted.. 31

48.    Postal or electronic ballots. 31

49.    Use of technology at general meetings. 31

Part 5      Miscellaneous. 32

50.    Insurance. 32

51.    Funds - source. 32

52.    Funds - management.. 32

53.    Association is non-profit.. 32

54.    Change of name, objectives, and amendments to the constitution.. 32

55.    Custody of books. 33

56.    Communication.. 33

57.    Indemnity. 33

58.    Inspection of books. 33

59.    Service of notices. 34

60.    Financial year.. 34

61.    Distribution of property on winding up of the association.. 34

 

Part 1    Preliminary

  1. Name, type and purpose of the association

The name of the Association shall be “AUSTRA-LANKA MUSLIM ASSOCIATION” (ALMA).

ALMA is a non-profit making, humanitarian and community association incorporated under the Associations Incorporation Act 2009, dedicated to the welfare of Muslims of Sri Lankan origin or lineage, and residing in New South Wales, Australia. ALMA aims to develop and support the religious, cultural, educational, social, moral and spiritual needs of its members while promoting a harmonious relationship with other communities in Australia, and establishing and maintaining relationships with the federal, state and local authorities and the diplomatic community.

  1. Definitions
  1. In this constitution:

Association means Austra-Lanka Muslim Association Inc. (ALMA) or Austra Lanka Muslim Association Inc. (ALMA) or ALMA.

chairperson means the person who chairs the meeting. 

executive committee member means a member of the committee who was elected or appointed to the executive committee including office bearer.

executive committee or committee means the executive committee of the association.

financial year means the first day of July of a year to the thirtieth day of June in the subsequent year.

general meeting means an annual general meeting or a special general meeting of the association.

Islam means the faith enunciated in the Holy Qur’an and Sunnah.

Sri Lankan origin means a person born in or outside of Sri Lanka and of Sri Lankan lineage.

Muslim means a person whose faith is Islam.

member means an individual whose name is entered in the register of the association.

member who is eligible to vote means a member who satisfies clause 46 (1).

member who is financially current means a member who has paid the appropriate membership fee for the current financial year on or before 30 June of that year.

office-bearer means the duly elected or appointed president, deputy president, vice president, treasurer or secretary of the association.

officer means any general member elected or appointed to and holding office in the association, whether honorary or salaried, and can include an office bearer, executive committee member, editor or subcommittee member.

register means the register of members maintained (whether in written or electronic form) by the secretary and/or treasurer or by a delegated officer.

senior member means an existing general member who is aged 70 or above.

special general meeting means a general meeting of the association other than an annual general meeting called to discuss specific matters.  

the Act means the Associations Incorporation Act 2009 or any other relevant overriding applicable acts or amendments to this Act.

the Regulation means the Associations Incorporation Regulation 2016 or any other relevant overriding applicable regulations or amendments to this Regulation.

  1. In this constitution:
  1. a reference to a function or a role includes a reference to a power, authority and duty, and
  2. a reference to the exercise of a function or role includes, if the function is a duty, a reference to the performance of the duty.
  1. The provisions of the Interpretation Act 1987 or any other relevant overriding applicable acts or amendments to this Act 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.
  1. Objectives & Powers (including Establishment of Trusts)

The primary objectives of the association shall be in accordance with the guidance of the Holy Qur’an, Sunnah and in line with the Australian legal system, and shall be as follows:

  1. To promote the practice and principles of the religion of Islam amongst the membership.
  2. To conserve and foster Islamic culture and beliefs.
  3. To promote all matters concerning the cultural and spiritual well-being of members.
  4. To encourage members to be good and useful citizens of Australia.
  5. To promote cooperation between the association and all other organisations promoting similar objectives.
  6. To encourage participation and contribution to the socio-cultural development of Australia.
  7. To provide counselling and other assistance within the scope and limitations of the association, to members in need.
  8. To provide moral and material assistance to new migrants of Sri Lankan Muslim origin.
  9. To speak and make representations on behalf of Muslims of Sri Lanka on all such matters affecting their,
  1. religious, social, cultural and educational welfare, and
  2. human rights
  1. To promote and foster unity and social interaction among members of the Association.
  2. To promote and maintain unity and friendship among the Muslims and between them and other communities in or outside Australia.
  3. To do all such things as the association may from time to time deem necessary or conducive to the attainment of the purpose and above objectives of the association or any of them, provided such actions are not forbidden in the Qur’an, Sunnah and the Australian legal system.
  4. To support initiatives for the senior members of the association for their well-being, welfare and interaction with the community.
  5. To develop youth programmes and initiatives to enable them to be worthy citizens and good ambassadors of the community.
  6. To support wellbeing, initiatives, and programs to develop leadership, educational, vocational needs, and job marketability skills of members with emphasis on female members of the association.

To achieve the above:

The executive committee shall, subject to the provisions of the Act, have powers to do all such lawful things as may reasonably appear to the executive committee as necessary to carry out the objectives of the association. These powers shall include but not be limited to:

  1. Establishing and collecting funds for the general conduct and operation of the association.
  2. Establishing and collecting relief funds to help many worthy causes identified by the executive committee.
  3. Establishing and distributing literature for the benefit of members and to contribute and subscribe to journals of other organisations and bodies.
  4. Purchasing, selling, mortgaging, leasing or otherwise dealing in real and personal property of all kinds for the benefit of the association.
  5. Ensuring there is no conflict of interest, appointing and employing officers, solicitors, accountants, auditors, and other persons considered necessary for the efficient functioning of the association and to pay such salaries, fees and allowances to persons so appointed and to members of the association engaged in furthering the objectives and work of the association.
  6. Establishing trusts to hold and safeguard the assets and funds of different projects initiated by the association with the approval of the majority of general members who are eligible to vote and physically present at a general meeting.

In the event of such trusts being established, the board of trustees appointed for that particular trust shall be empowered to conduct the affairs of the trust and shall govern in accordance with the provisions of the deed of trust, unless otherwise specifically defined herein under. 

By virtue of this constitution, the executive committee is empowered to establish the following trusts:

  1. In particular, to manage funds collected for the Janaza (funeral) fund.
  1. This trust shall govern and manage the finances of the Janaza (funeral) fund in accordance with the rules and regulations as stipulated in the deed of trust.
  2. The initial board of trustees of the Janaza (funeral) fund shall be appointed by the ALMA executive committee, and thereafter the affairs of the trust shall be governed and executed in accordance with the deed of trust.
  1. In particular, to manage funds collected (if any) for the establishment of a religious and community centre, and property (if any) thereafter.
 

Part 2    Membership

  1. Eligibility
  1. A person shall be eligible to be a member of the association,
  1.  if the person is a,
    1. Muslim and of Sri Lankan origin

or

    1. non-Sri Lankan Muslim who is a spouse of a Sri Lankan non-Muslim,

and

  1. if resident in New South Wales, Australia, and
  2. If that person has applied and been approved for membership of the association in accordance with clause 6.
  1. Spouse and descendants (irrespective of their country of origin and faith) of an eligible member as defined in subclause (1) shall also be eligible for membership of the association, if the person
  1. is resident in New South Wales, Australia, and
  2. has applied and been approved for membership of the association in accordance with clause 6.
  1. Any Muslim who fulfills membership eligibility as per subclause (1) (b) and (c) and that they are not of Sri Lankan origin, shall apply to be an affiliate member in accordance with clause 6, and may be considered for affiliate membership by the executive committee
  1. Membership types

There shall be three types of membership:

  1. General members

persons satisfying clauses (4) (1) or (2) who are eighteen (18) years or older.  

  1. Junior members
  1. children under the age of eighteen (18) years of existing general members are accepted as junior members by default, or
  2. persons under the age of eighteen (18) years satisfying clause (4) (1) whose parents are not general members. 
  3. junior members are entitled to apply to become a general member on attaining the age of eighteen (18) years.

On application and upon admission to become a general member within five (5) years of attaining the age of eighteen (18) years, the said member shall be exempted from all waiting period requirements for voting and/or contesting to hold office.

  1. Affiliate members

Eligible members as per clause 4 (3) who are aged eighteen (18) years or above shall be considered affiliate members. Affiliate members shall not have voting rights or hold any elected office but may be appointed to subcommittees by the executive committee as they deem necessary according to their expertise and special skills

  1. Application for membership     
  1. An application by a person for membership of the association,
  1. must be made in writing (including by email or other electronic means, as the executive committee so determines) in the relevant form prescribed by the executive committee. 
  2. the applicant must be nominated and recommended by two (2) general members who are financially current, and 
  3. must be lodged (including by electronic means, if the executive committee so determines) with the secretary of the association. 
  1. Within ten (10) days after receiving the application for membership, the secretary shall verify from the members who nominated and recommended the respective applicant.
  2. Within seven (7) days after receiving the confirmation of verification from both members who nominated and recommended the respective applicant, the secretary must refer the application to the executive committee for approval.
  3. Within seven (7) days after the executive committee makes that determination, the secretary must,  
  1. notify the applicant in writing (including by email or other electronic means, if the executive committee so determines) of the outcome of the application, and 
  2. upon approval of the application by the executive committee, request the applicant to pay (within twenty-eight (28) days after the applicant being notified) the relevant membership fee. 
  1. The secretary must, on payment by the applicant of the amounts referred to in
    clause (7) (1) (a) within the period referred to in that provision, enter or cause to be entered the applicant’s name and allot a unique membership number in the register of members.
  2. On the name being so entered as per subclause (5), the applicant becomes a member of the association, and the secretary shall, within seven (7) days, notify the member with the membership number.
  1. Membership fees
  1. An annual membership fee shall become due on the first day of the current financial year (01 July). The amount shall be determined by the executive committee and subject to revision as deemed necessary.
  1. a member of the association must, on admission to membership, pay to the association the relevant annual membership fee for the full financial year irrespective of the date of joining.
  2. an existing member of the association must pay to the association the annual membership fee as per subclause (1) on or before the end of the current financial year, i.e. on or before the 30th day of the month of June of the current financial year.
  1. Annual membership fees for the following categories shall be determined by the executive committee.
  1. individual membership fee shall cover the fee for a general member.
  2. family membership fee shall cover the membership fee for the general member, his or her spouse and their children under the age of eighteen (18) years.
  3. affiliate membership fee shall cover the fee for affiliate member.
  1. Junior members, who are not part of a family membership, shall be exempt from membership fees.
  2. Membership fee shall be voluntary for senior members aged 70 or above.
  3. Membership fee shall be voluntary for affiliate members. Affiliate members are required to pay the relevant membership fee to be eligible for member benefits.
  1. Member entitlement
  1. voting entitlement for members shall be subject to clause 46 (1).
  2. privileges (excluding voting entitlement)

All members who are up to date with their membership fees, senior members and junior members shall be entitled to benefits and incentives as determined by the executive committee.

  1. not transferable

A right, entitlement, privilege, or obligation which a person has by reason of being a member of the association:

  1. is not capable of being transferred or transmitted to another person, and
  2. terminates on cessation of the person’s membership.
  1. Cessation of membership
  1. A person ceases to be a member of the association if that person:
  1. dies, or
  2. resigns from the membership, or
  3. is expelled from the association, or
  4. is no longer eligible for membership as defined in clause 4, or
  5. has not paid membership fee for five (5) consecutive years. Such ceased membership can be reinstated by payment of the membership fee due for the current and the prior financial year.
  1. Resignation of membership
  1. A member intending to resign from the association shall forthwith return any property of the association in his or her possession and pay any monies owing to the association, and
  2. A member shall resign by giving written notice to the secretary of the association. Cessation of membership shall apply with immediate effect.
  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.
  1. Register of members
  1. The secretary and the treasurer shall establish and maintain a register of members of the association (whether in physical or electronic form) specifying the name and contact details of each person who is a member of the association together with the date on which the person became a member.
  2. The register shall be kept up to date.
  3. The register shall be made available for inspection for any financially current member on request with a minimum of fourteen (14) days’ notice. Only the names of the members shall be available for viewing (physical or electronic) to any general member.
  4. A declaration shall be obtained, from the member who requested the member list either in physical or electronic form, to the effect that the information obtained about any member shall only be used in compliance with the Privacy Act 1988 of the Commonwealth).
  5. A member must not use information about a person obtained from the register to contact or send material to the person, other than for any purpose necessary to comply with a requirement of the Act or the Regulation.
  6. The secretary and/or the treasurer shall provide access to other members of the executive committee, portal administrator, webmaster, auditor and the editor for administrative purposes.
  7. If the executive committee deems necessary to provide member details to anyone, including the persons mentioned in subclause (6) shall sign an appropriate non-disclosure agreement.
  8. All copies of the membership register, or part thereof held in the possession of outgoing executive committee members shall be handed over to the secretary and/or treasurer at or before the general meeting.
  9. The association shall comply with The Privacy Act 1988 (of the Commonwealth) (Privacy Act) of Australia which regulates the handling of personal information about individuals.
  10. The secretary and treasurer of the association as the custodians of the records along with the office-bearers and the executive committee members are jointly responsible and shall take all reasonable steps to ensure the security of personally identifiable information of the members.
  1. Disciplining of members
  1. The executive committee shall call upon any member who the committee has reason to believe is acting or has within the preceding twelve months acted wilfully in a manner prejudicial to the interest of the association and/or committed a significant offence or misconduct violating the constitution of the association, to show cause.
  2. If the executive committee decides to investigate the disciplinary incident of the member, the executive committee or an independent committee appointed by the executive committee, 
  1. must cause notice of the offence or misconduct to be served on the member concerned, and
  2. must give the member at least fourteen (14) days from the time the notice is served within which to make submissions to the executive committee or independent committee in connection with the disciplinary concern, and
  3. must take into consideration any submissions already made by the member in respect of the allegations in connection with the disciplinary concern.
  1. If an independent committee is appointed, such committee shall submit a report to the executive committee on the outcome of the investigation.
  1. The executive committee shall take reasonable action, if after considering the offence committed by the member and any submissions made in connection with the incident, it is satisfied that the offence committed has been established and the expulsion or suspension is warranted in the circumstance.
  2. If the executive committee expels or suspends a member, the secretary must inform the member in writing, within seven (7) days of the decision. The written notice shall contain the reasons given by the executive committee for having taken that action and of the member’s right of appeal under clause 13.

If the outcome of the disciplinary action taken against the member is a suspension or expulsion, the notice shall specify if and when the member concerned is permitted to re-join. 

  1. The expulsion or suspension does not take effect:
  1. until the expiration of the period as per clause 13 (1) within which the member is entitled to appeal against the resolution concerned, or
  2. if within that period as per clause 13 (1) the member exercises the right of appeal.
  1. A member expelled from the association shall thereupon forthwith return any property of the association in his or her possession and pay any monies owing to the association.
  1. Right of appeal of disciplined member
  1. A member may appeal the decision of the executive committee under clause 12 within seven (7) days of serving the notice of the decision, to the board of trustees.
  2. The board of trustees, on receipt of the appeal from the member concerned under subclause (1), shall, within fourteen (14) days, undertake to review the decision of the executive committee.
  3. The final outcome of the review by the board of trustees shall be determined within a maximum of three months from the date of the appeal.
  4. The outcome and the decision of the board of trustees shall be final.
  1. Resolution of disputes
  1. A dispute between a member and another member (in their capacity as members related to the association), or a dispute between a member or members and the association or in the event any member has issues relating to the administration of the association, shall be referred to the executive committee in the first instance through the official channel of communication, excluding disciplining of members, which is covered in clause 12.
  2. Upon receipt of such a complaint or an issue, the secretary shall within three (3) working days acknowledge receipt of the complaint.
  3. If the issue raised can be resolved without resorting to further actions, the member shall be notified of the outcome within fourteen (14) days of receiving the complaint.
  4. In the event the complaint or the issue raised requires further investigation, the executive committee shall inquire into the matter and notify the member of their decision within twenty-eight (28) days. If the matter cannot be resolved within the twenty-eight (28) days, the secretary shall notify the member of the progress.
  5. In the event the member is not satisfied with the decision made by the executive committee, he or she shall have the opportunity to appeal to the board of trustees if the issue raised is a significant complaint or issues such as violation/breach of ALMA constitution, fraud, harassment, breach of applicable laws and regulations. This will be investigated and arbitrated by the board of trustees.
  6. Upon receipt of such an appeal from the member as defined in subclause (5), the board of trustees shall coordinate with the executive committee in carrying out the inquiry or investigation and shall notify the outcome to the member.
  7. The outcome and the decision of the board of trustees shall be final with exception to subclause (8).
  8. If the decision of the board of trustees is related to an office-bearer or executive committee member,
  1. If the parties agree on the outcome, the decision shall be final and effected.
  2. If there is any disagreement on the outcome, the matter shall be referred to the general membership for approval/disapproval of outcome, at a general meeting.

 

Part 3    The executive committee and trustees

  1. Term of the executive committee

The executive committee shall be elected at a general meeting and hold office for a period of two financial year-ends, and a maximum of a further three calendar months, up to 30th of September. All Executive committee member positions shall be honorary and shall not hold any salaried position/s of the association whilst serving in the executive committee.

  1. Eligibility to hold office
  1. Only general members who are eligible to vote shall be elected or appointed to the executive committee of the association.
  2. Any person who does not believe in basic Islamic faith shall be ineligible to hold or to continue to hold or to be nominated for election or appointed to any office or position of the association.
  3. A member to be eligible for office should have been a general member for a minimum of six (6) calendar months prior to the election or appointment. The member intending to hold office must be eligible to vote at the time of election or appointment.
  1. Disqualification to hold office

A member shall be disqualified or be ineligible to hold office on the executive committee, board of trustees, subcommittees, position of auditor or any other office of the association, in the following circumstances,

  1. is convicted of a criminal offence for which the maximum penalty on conviction is imprisonment for not less than three (3) months, or
  2. Any person who does not believe in basic Islamic faith shall be ineligible to hold or to continue to hold or to be nominated for election or appointed to any office or position of the association, or
  3. 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, or
  4. is or becomes an insolvent under administration within the meaning of the Corporations Act 2001 of the Commonwealth, or
  5. ceases to be a member of the association as per clause 9

Any member holding a position on the executive committee, board of trustees, subcommittees, position of auditor or any other office of the association who becomes disqualified to hold office as defined above, shall inform the secretary and relinquish his or her position with immediate effect. 

  1. Powers of the executive committee

Subject to the Act, the Regulation, this constitution and any resolution passed by the association in a general meeting, the executive committee,

  1. is to control and manage the affairs of the association, and
  2. may exercise all the functions that 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 or the trustees as defined in clause 33 (3), and
  3. has the power to perform all the acts and do all things that appear to the executive committee to be necessary or desirable for the proper management of the affairs of the association.
  1. Composition and membership of executive committee
  1. The executive committee of the association shall comprise up to a maximum of seventeen members,
  1. made up of twelve (12) members as follows:
  1. four (4) elected office-bearers:
  1. President
  2. Deputy president
  3. Secretary
  4. Treasurer
  1. Eight (8) elected executive committee members
  1. five (5) appointed executive committee members as per clause 20 (2) (d)
  1. The executive committee shall be empowered to appoint a Vice President from one of the members who fulfills the criteria under clause 20 (2) (f) or clause 20 (2) (g).
  2. There is no maximum number of consecutive terms for which an executive committee member may hold office, except for a president as defined in subclause (4).
  3. The maximum number of consecutive terms for which a president may hold office is two terms.
  4. To assist the secretary and the treasurer, the executive committee may appoint an assistant secretary and an assistant treasurer respectively from among the executive committee members.
  1. Election of executive committee members

The secretary shall notify the members of the association, in accordance with clause 38 (2), that election of new executive committee members shall be held at a general meeting.

  1. Nomination
  1. Nominations of candidates for election as executive committee members of the association shall be on an individual basis, and
  1. must be made in writing, in the prescribed form, signed by two (2) members of the association proposing and seconding, and signed by the candidate confirming his or her consent and agreeing to abide by the constitution and the conditions set by the independent election board, and
  2. must be delivered to the secretary of the association at least ten (10) days before the date fixed for the holding of the general meeting at which the election is to take place, via the official communication mode of the association.
  1. If sufficient nominations are not received to fill all vacancies on the executive committee by the closing date (subclause (a) (ii)), the secretary shall call for further nominations for the positions to which no nominations were received by the closing date. These nominations shall,
  1. comply with subclause (a) (i)
  2. be delivered to the secretary at least four (4) days before the date fixed for the holding of the general meeting.
  1. If sufficient further nominations are not received, any vacant positions remaining on the executive committee are taken to be casual vacancies.
  2. If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated are taken to be elected.
  3. If the number of nominations received exceeds the number of vacancies to be filled, a ballot is to be held on the day of the general meeting and in accordance with subclause 20 (2).
  4. A person nominated as a candidate for election for a position on the executive committee of the association must be an eligible member of the association in accordance with clause 16.
  5. An eligible member shall be permitted to get nominated only for one position on the executive committee.    

  1. Electing and appointing of executive committee
  1. To form a legally binding executive committee under this constitution, a minimum of seven (7) members comprising president, secretary, treasurer and four (4) others (office-bearers or executive committee members) shall be elected at the general meeting.
  2. In addition to clause 19 (1) (a) (i) & (ii), the executive committee shall be empowered to appoint up to a further five (5) members to the executive committee.
  3. Upon fulfilling the condition of subclause (2) (a) the executive committee, within three (3) months of being elected, shall be empowered to appoint members to fill the remaining vacant positions (if any) as per clause 19 (1) (a) (i) & (ii), considering the following guidelines.
  1. Call for expression of interest for vacant position/s from eligible members.
  2. If expressions of interest received from eligible members are equal to the number of vacant positions, such applicants shall be appointed.
  3. If expressions of interest received from eligible members exceed the available number of vacant positions, a vote taken within the executive committee shall determine the appointments to the vacant positions.
  4. If expressions of interest received is inadequate to fill the vacant positions, the executive committee shall be empowered to appoint any eligible member/s.
  5. If the executive committee is of the opinion that a member/s with certain expertise would be able to contribute to the development of the Association, such member/s may be invited to join the executive committee.
  6. To maintain representation of a cross section of the community, the executive committee may consider such member/s to be appointed to the executive committee.
  1. Maximum number of appointed executive committee members as per subclause (2) (b) & (c) shall not exceed the number of elected executive committee members. The process of appointment shall be in the order of fulfilling subclause (2) (b) and (2) (c) respectively.
  2. In the event the condition of subclause (2) (a) is not fulfilled the incumbent board of trustees shall be entrusted to manage the affairs of the association until a special general meeting is called, within six (6) months, to elect a new executive committee.
  3. At least three members of the executive committee shall be females either elected or appointed.
  4. At least five members of the executive committee shall be below the age of 40 years either elected or appointed.
  5. In the event subclause (2) (f) and/or (2) (g) is not fulfilled by election and/or appointment, the executive committee shall appoint such members to the committee under subclause (2) (b) and/or (2) (c), subject to
  1. Calling for expression of interest from eligible females and members below the age of 40 years within a timeframe of four weeks to fill the vacant position/s.
  2. If the subclause (2) (h) (i) is not fulfilled within four weeks, the executive committee shall be empowered to appoint any eligible member/s.
     
  1. Election management process
  1. An independent election board shall be appointed to oversee and conduct a free and fair election. This board shall be responsible to set directions and guidelines for the conduct of an effective and fair election.
  2. The independent election board shall consist of the board of trustees, secretary of the association and two (2) nominated eligible members from the association recommended by the trustees to oversee the entire election management process from the time of receiving the nominations as per subclause (1) (a) (i) & (ii).
  3. The role of the secretary of the association shall be for the administrative support purposes only and shall not have any voting rights in making any decisions within the independent election board.
  4. In the event the incumbent secretary is contesting for an executive committee position, another suitable non-contesting executive committee member or another general member who is financially current from the association to be recommended for the independent election board by the executive committee.
  5. All nominations received by the secretary for the purpose of electing new executive committee members in accordance with subclause (1) (a) shall be forwarded to the independent election board for review and confirmation of eligibility to contest as soon as practicable.
  6. The executive committee is responsible to provide the required funds, resources, and administrative support to the independent election board for the conduct of the election.
  7. Appointment of presiding officer shall be a member from amongst the members of the independent election board. The presiding officer shall lead and coordinate the affairs of the board for the conduct of the election.
  8. The election results shall be signed off by the election presiding officer and he or she shall announce the elected members of the executive committee.
  9. In the event the winning margin is within five (5) votes for any position of the executive committee,
  1. the presiding officer shall inform and consult the respective contesting candidate/s for a recount of the votes before the final sign-off of the election results.
  2. the respective contesting candidates may request for such a recount.
  3. If a recount is requested the presiding officer in consultation with the members of the independent election board shall decide the process of the recount.
  1. The decision of the independent election board shall be final with regards to acceptance of nominations and announcement of the results of the elected members of the executive committee.
  1. Transition period 

At the end of an election of the new executive committee there shall be a two (2) weeks transition period, to ensure an effective handing and taking over of duties, responsibilities, and assets & liabilities by the outgoing and incumbent executive committees respectively.

The outgoing executive committee in consultation with the incumbent executive committee and the board of trustees shall decide the time and venue of the handover schedule. The outgoing executive committee shall handover to the incumbent executive committee all documents, assets, financial details, and all other relevant items. The board of trustees shall play an independent observer role to ensure a complete, effective and smooth transition.

During the transition period the members of the outgoing executive committee shall conduct a methodical handover, which shall include, but not limited to the following,

  1. The outgoing president shall be responsible to ensure that there is a documented handover checklist for an effective and smooth transition of the responsibilities to the incumbent executive committee.
  2. Conduct the closing of the annual general meeting on the election day, including arrangements for the proper handover of the venue.
  3. Handover all the official relevant files and documentation, including hard and/or soft copies.
  4. Handover all the official credentials, account access (including email and other online accounts) and access to online resources of the association.
  5. The incumbent executive committee must reset all the credentials upon taking over from the outgoing committee.
  6. Handover an asset register and/or all assets that belong to the association to the incumbent executive committee.
  7. The outgoing committee shall make necessary arrangements for the knowledge transfer of the resources and/or systems in use.
  8. Provide a schedule of all in-progress activities, projects, and any immediate plans.
  9. If required, a follow up handover meeting shall be arranged if the outgoing or the incumbent executive committee identifies any items which were not fully handed over, during the initial handover.
  10. All heads of past subcommittees shall be present or represented at the handover meeting to provide relevant information related to the respective subcommittees.
  11. Upon subsequent appointment of new subcommittees, if required, additional handover meetings shall be arranged for knowledge transfer and clarifications.

The presidents (newly elected and outgoing) shall be jointly and equally responsible in ensuring an effective and smooth handover process to the incumbent executive committee.

  1. President
  1. The president shall be the chief officer and public officer of the association and ex officio member of all other committees and subcommittees of the association and shall preside at all meetings of the executive committee and all general meetings at which he or she is present.
  2. The president shall be entitled as ex officio to attend any formal assembly of all or any of the members and shall have the same responsibilities and privileges as any other member present, provided that he or she shall not have the power to cast his or her vote at any meetings or assembly at which he or she exercises this entitlement to attendance.
  3. The president, may if deemed necessary, delegate the role of public officer to any other member of the executive committee. The secretary shall notify the details of the current public officer to the appropriate authorities as needed by the law in the state of New South Wales.
  4. The deputy president and the vice president shall assist the president in the execution of his or her duties.
  5. The president shall have access to all documents and system credentials.
  1. Deputy president
  1. The deputy president shall
  1. be well informed of all activities of the association and be able to provide oversight.
  2. be able to raise concerns with the president where they arise.
  3. in the absence of the president, chair committee meetings ensuring that they are run efficiently and effectively.
  4. assist the president in deciding matters that are dealt with by the executive committee and/or subcommittees.
  5. coordinate planning of events and activities to ensure appropriate plans are developed, presented to and reviewed by the executive committee as required.
  6. represent the association at meetings and forums as agreed with by the president and/or the executive committee.
  7. any other duties as nominated by the president and/or the executive committee.
  1. The deputy president, in the absence or incapacitation of the president, shall act in the capacity of the president, in the execution of his or her duties. 
  1. Vice president
  1. The vice president shall
  1. be well informed of all activities of the association and be able to provide oversight.
  2. be able to raise concerns with the president and deputy president where they arise.
  3. in the absence of the president and deputy president, chair committee meetings ensuring that they are run efficiently and effectively.
  4. assist the president and deputy president in deciding matters that are dealt with by the executive committee and/or subcommittees.
  5. coordinate planning of events and activities to ensure appropriate plans are developed, presented to and reviewed by the executive committee as required.
  6. represent the association at meetings and forums as agreed with by the president and/or the executive committee.
  7. any other duties as nominated by the president and/or the executive committee.
  1. The vice president, in the absence or incapacitation of the president and the deputy president, shall act in the capacity of the president, in the execution of his or her duties. 
  1. Secretary
  1. The secretary, subject to the general direction and supervision of the executive committee and/or the president, shall supervise and control the routine and administrative functions of the association, and shall attend to all correspondence of the association, and shall keep the records thereof, and shall keep proper and accurate minutes of all meetings of the executive committee and general meetings of the association.  
  2. 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.
  3. It is the duty of the secretary to keep minutes (whether in written or electronic form) of,
  1. all appointments of members of the executive committee, and
  2. the names of members of the executive committee present at a committee meeting or a general meeting, and
  3. all proceedings at committee meetings and general meetings.
  1. minutes of proceedings at a meeting must be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting.
  2. the signature of the chairperson may be transmitted by electronic means for the purposes of subclause (4).
  3. The secretary shall be a member of the independent election board and perform all duties as defined in clause 20 (3).
  4. The secretary shall maintain a list of members who have had access to member information.    
  1. Treasurer

It is the duty of the treasurer of the association to ensure,

  1. that all money due to the association is collected and received and that all payments authorised by the association are made, and
  2. that correct books of accounts are kept showing the financial affairs of the association, including full details of all receipts and expenditure.
  3. that he or she shall supply from time to time all information required by the auditors and by the executive committee.
  4. that within four (4) weeks after the close of the financial year of the association, prepare a statement of income and expenditure and balance sheet for the financial year then ended. 
  5. the treasurer shall not make any payments on behalf of the association unless such payments are duly authorised by the president and/or executive committee.
  6. the audited financial statements are presented to the members at the general meeting and approval sought from the membership.
  1. Removal of executive committee members
  1. The association in an annual general meeting may by resolution remove any member of the executive committee before the expiration of the member’s term, resulting in a casual vacancy.
  2. If a member of the executive committee to whom a proposed resolution referred to in subclause (1) relates makes representations in writing to the secretary or president and requests that the representations be notified to the members of the association,
  1. the secretary or the president may send a copy of the representations to each general member (financially current) of the association or,
  2. if the representations are not so sent, the member is entitled to require that the representations be read out at the respective annual general meeting at which the resolution is considered.
  1. Casual vacancies
  1. A casual vacancy in the office of a member of the executive committee occurs if the member:
  1. dies, or
  2. ceases to be a member of the association, or
  3. is or becomes an insolvent under administration within the meaning of the Corporations Act 2001 of the Commonwealth, or
  4. resigns office by giving notice in writing to the secretary, or
  5. is removed from office under clause 27, or
  6. becomes a mentally incapacitated person, or
  7. is absent without the consent of the executive committee for three (3) consecutive meetings of the executive committee, or
  8. is convicted of a criminal offence for which the maximum penalty on conviction is imprisonment for not less than three (3) months, or
  9. 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, or
  10. a vacancy arising due to insufficient nominations for an executive committee position at an election as per clause 20 (1).
  1. In the event of a casual vacancy occurring for a position of an office-bearer of the executive committee, the executive committee may appoint an eligible member of the association to fill the vacancy. The member so appointed is to hold office as caretaker for the vacant position, subject to this constitution, until the annual general meeting next following the date of the appointment, where nominations shall be called for the vacant position at the time of notice of the annual general meeting as per the clause 20 (1) (a).
  1. In the event one or more nominations are received for the vacant position, with the caretaker’s consent, he or she shall also be considered to be a nominee. Elections shall be held to elect the office-bearer for that position.
  2. In the absence of nominations for the vacant position, the caretaker member shall be confirmed to have filled the vacant position until the end of the term of the incumbent executive committee.
  3. In the event no nominations are received, and the caretaker member does not want to continue the position, the executive committee shall at its discretion appoint an eligible member to the vacant position until the end of the term of the incumbent executive committee.
  4. In the event of a casual vacancy occurring in the membership of the executive committee other than an office-bearer position, the executive committee may appoint an eligible member of the association to fill the vacancy and the member so appointed is to hold office, subject to this constitution, until the end of the term of the incumbent executive committee.
  1. Executive committee meetings and quorum
  1. The executive committee must meet at least three (3) times in each period of twelve (12) months (or as often as deemed necessary by the executive committee) at the place and time that the executive committee may determine.
  2. Additional meetings of the executive committee may be convened by the president or at the request of a minimum of three (3) members of the executive committee.
  3. Written notice of a meeting of the executive committee must be given by the president or the secretary to each member of the executive committee at least forty-eight (48) hours (or any other period that may be unanimously agreed on by the members of the executive committee) before the appointed time 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 executive committee members present at the meeting unanimously agree to treat as urgent business.
  5. Any seven (7) members of the committee including two office bearers constitute a quorum for the transaction of the business of a meeting of the executive committee.
  6. No business is to be transacted by the executive committee unless a quorum is present and if, within half an hour of the appointed time for the meeting, a quorum is not present, the meeting is to stand adjourned to another day as agreed by the executive committee.  
  7. If at the adjourned meeting a quorum is not present within half an hour of the appointed time for the meeting, the meeting is to be dissolved.
  8. At a meeting of the executive committee,
  1. the president or, in the absence of the president, the deputy president or in the absence of both the president and the deputy president, the vice president is to preside, or
  2. If the president, deputy president and the vice president are absent or unwilling to act, one of the remaining members of the executive committee chosen by the majority of the members present at the meeting is to preside.
  1. Use of technology at executive committee meetings 
  1. An executive committee meeting may be held at two (2) or more venues using any technology approved by the executive committee that gives each member of the executive committee a reasonable opportunity to participate.
  2. An executive committee member who participates in an executive 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.
  1. Subcommittees
  1. The executive committee is empowered to establish subcommittees and appoint suitable members, including affiliate and junior members, to help in carrying out certain activities or functions.
  2. The decision to establish a subcommittee and details of the purpose of the subcommittee and its scope of operation shall be minuted.
  3. No subcommittee shall operate outside the parameters sanctioned by the executive committee, and no subcommittee will have powers exceeding those conferred upon that subcommittee by the executive committee.
  4. Subcommittees shall not have powers exceeding that of the executive committee.
  5. Term of the subcommittee shall end on or before the end of the term of the incumbent executive committee.
  6. The executive committee shall allocate sufficient funds to any subcommittee to be utilised by that subcommittee to carry out its activities.
  7. All subcommittees shall be accountable to the treasurer for all their allocated funds and any receipts. Treasurer and the auditor shall always have the authority to inspect their financial transactions.
  8. The executive committee shall, in writing, revoke wholly or in part any delegation.
  9. A subcommittee shall meet and adjourn as it thinks proper.
  1. Voting and decisions
  1. Questions arising at a meeting of the executive committee or of any subcommittee appointed by the executive committee are to be determined by a majority of the votes of members of the executive committee or subcommittee present at the meeting.
  2. Each member present at a meeting of the executive committee or of any subcommittee appointed by the executive committee (including the person presiding at the meeting) is entitled to one vote. 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 29 (5), the executive committee may act despite the vacancy or absence of one or more members of the executive committee.
  4. Any act or thing done or suffered, or purporting to have been done or suffered, by the executive committee or by a subcommittee appointed by the executive committee, is valid and effectual despite any defect that may afterwards be discovered in the appointment or qualification of any member of the executive committee or subcommittee.
  1. Trustees
  1. Board of trustees

The association’s full board of trustees shall comprise of the immediate past president and two (2) elected by the members subject to subclause 34 (1) at the annual general meeting.

  1. The term of trustees shall be for a period of two (2) years, except the trustees appointed and elected in the year 2022. They shall hold the position for a period of three (3) years until the annual general meeting of year 2025.

Note 1: This is to separate the election of the executive committee and the appointment and election of the trustees to different annual general meetings. This will enable the trustees to supervise the election process and ensure a smooth transition between the outgoing and incoming executive committees.

  1. Elected trustees shall be elected by the members at the annual general meeting subject to subclause (2) (b).
  1. When proposing names for the position of an elected trustee, a member shall be allowed to propose only one name.
  2. In the event more than two (2) names are proposed and seconded for the elected trustee positions, the two (2) trustees shall be elected by way of a ballot.
  1. The trustees shall be elected or appointed every two (2) years at the annual general meeting where the election of the executive committee is not held, with the exception of electing position/s of a casual vacancy on the executive committee subject to clause 28 (2).
  1.  The eligibility criteria for trustees
  1. eligibility criteria for an appointed trustee,
  1. shall be the immediate past president of the association.
  2. in the event the immediate past president as per subclause (2) (a) (i) declines the invitation to serve as a trustee, the annual general meeting shall appoint the president immediately prior to the past president who declined the trustee position.
  1. eligibility criteria for an elected trustee.

All of the following eligibility conditions shall be fulfilled to be elected as a trustee. 

  1. be a general member who is financially current, and 
  2. have been a member of the association for at least ten (10) years, and
  3. have previously held an executive office-bearer position in the association (president, deputy president, vice president, secretary, or treasurer), and
  4. not be a member of the current executive committee.
  1. a trustee shall be allowed to serve multiple terms, except he or she shall not serve continuously for more than two (2) consecutive terms.
  2. an appointed trustee shall not be nominated to be an elected trustee in the year, he or she completes his or her term as a trustee.
  3. In the event members are unable to elect a trustee in conformance with the eligibility criteria specified in subclause (2) (b), members who are eligible to vote shall elect a general member who is financially current, and who had been a member of an executive committee and has been a member of the association for a period of at least ten (10) years.
  4. In the event members are unable to elect a trustee in conformance with the eligibility criteria specified in subclause (2) (e)members shall elect a general member who is financially current and who has been a member of the association for a period of at least ten (10) years.

  1. Functions and role of the trustees

the functions and role of the trustees,

  1. shall be advisory, unless otherwise specified under other clauses in this constitution.
  2. shall attend executive committee meetings on invitation.
  3. shall not have any voting rights on decisions at the executive committee meetings or any operational decision-making process of the association.
  4. shall be members of the independent election board to ensure that the election process is free and fair as outlined in clause 20 (3).
  5. shall assist and supervise the transition between the outgoing and incoming executive committee and ensure such transitions are carried out in an efficient and effective manner in accordance with clause 21.
  6. shall act as arbitrators in significant issues, incidents, complaints, and disputes as per clause 14. 
  7. the board of trustees shall present a trustees’ report at the annual general meeting, if there are any matters that the trustees consider necessary to be reported to the membership.
  1. Vacant position of a trustee

In the event that an appointed or elected trustee resigns or vacates the position or is unable to continue with the duties of a trustee for any reason, by virtue of this constitution the vacant position shall be filled by the next latest eligible past president, irrespective of the vacancy is of an elected or a nominated trustee.

  1. notice of the resignation shall be addressed to the members of the board of trustees and sent to the secretary of the association.
  2. on receiving the notice of resignation, the secretary, in consultation with the remaining members of the board of trustees, shall write to the next eligible member inviting to join the board of trustees.
  3. On acceptance of the invitation by the eligible member to the board of trustees, the secretary, in consultation with the board of trustees, shall inform the membership of the new appointment.
     

In this situation, the newly appointed trustees shall be appointed for the remainder of the term of the incumbent and his or her term shall be considered ended at the end of the term of the trustee who vacated the position. This period shall not be subject to subclause (2) (c).

  1. Meetings and quorum of the board of trustees
  1. the board of trustees shall meet as and when the majority of the trustees deem necessary at a place and time they may determine.
  2. for the first time, the trustees shall mutually decide to meet at a specific date and time, and appoint a presiding trustee and a minute taker, from among the members of the trustees. At each meeting, the trustees shall appoint a presiding trustee and a minute taker for the subsequent meeting.
  3. written notice of a meeting of the board of trustees shall be given by the presiding trustee appointed for that meeting, to each member of the board of trustees at least forty-eight (48) hours before the time appointed for the holding of the meeting.
  4. two thirds (2/3) of the members of the board of trustees shall constitute a quorum for the transaction of the business of a meeting of the board of trustees.
  5. all minutes of the meetings shall be kept in the custody of the board of trustees and shall be handed over to the executive committee through the secretary of the association at the end of term of the board of trustees.
  1. Election of trustees

The secretary shall notify the members of the association that election of trustees shall be held at the annual general meeting. 

  1. Nominations of candidates for election as trustees of the association.
  1. must be made in writing, in the prescribed form, signed by two (2) members of the association proposing and seconding, and signed by the candidate confirming his or her consent, and
  2. must be delivered to the secretary of the association at least three (3) days before the date fixed for the holding of the annual general meeting at which the election is to take place, via the official communication channel of the association.
  1. If two (2) nominations are received, the nominated candidates are taken to be elected.
  2. If only one (1) nomination is received, the candidate nominated is taken to be elected and further nominations to be called for the remaining vacant position for at the annual general meeting.
  3. If no nomination is received further nominations to be called for at the annual general meeting.
  4. If insufficient further nominations are received at the annual general meeting, vacant positions remaining on the board of trustees are taken to be casual vacancies and shall be filled at the following annual general meeting.
  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 trustees is to be conducted at the annual general meeting in any usual and proper manner that the executive committee directs.
  1. Removal of trustees
  1. In the event there is a serious allegation against a member of the board of trustees, such as violation or breach of this constitution, actions and/or conflicts that are detrimental to the best interest of the association, fraud, harassment, breach of applicable laws and regulations, executive committee shall refer it to the other members of the board of trustees.
  2. The trustees upon being informed in writing by the executive committee about such allegations as per subclause (1), shall carry out an independent inquiry and arrive at a conclusion within twenty-eight (28) days of being notified.
  3. If the trustees determine after a fair inquiry and assessment that the allegation/s against the said trustee/s warrants removal from the board of trustees, the alleged trustee/s shall, by virtue of this constitution be suspended immediately from functioning as a member of the board of trustees, and
  4. The remaining trustees in office shall bring forth a resolution proposing the removal of the alleged trustee/s from the trusteeship at the next general meeting, which, if passed, shall result in a casual vacancy.
  5. If the proposed resolution for the removal of the trustee is not approved by the members at the general meeting, the said trustee shall be reinstated to the board of trustees.
  6. If the trustee/s to whom a proposed resolution referred to in subclause (4) relates makes representations in writing to the secretary or president and requests that the representations be notified to the members,
  1. the secretary or the president may send a copy of the representations to each member of the association or,
  2. if the representations are not so sent, the trustee/s is/are entitled to require that the representations be read out at the respective general meeting at which the resolution is considered.
  1. Auditor
  1. A qualified honorary auditor shall be appointed by the general membership for a defined period of two (2) years at the time of the election of the executive committee, to audit the accounts of the association and provide any related advice when required.
  2. The audited financial statements shall be submitted to the general membership at the general meeting.
 

Part 4    General meetings

  1. Annual general meetings – holding of
  1. The association must hold its annual general meetings:
  1. once every year within three months after the end of the financial year of the association, or
  2. within any later time that may be allowed or prescribed under section 37 (2) (b) of the Act.
  1. Annual general meetings - calling of and business at
  1. The annual general meeting of the association is, subject to the Act and to clause 37, to be convened on the date and at the place and time that the executive committee deems fit.
  2. The secretary shall notify all members the date, time and venue of the meeting in writing or through the official communication channel/s of the association in effect at the time. Such notice shall be sent to the contact details recorded in the register of members at least fourteen (14) days prior to the meeting.
  3. 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:
  1. to confirm the minutes of the last preceding annual general meeting and of any special general meeting held since that meeting,
  2. to receive from the executive committee reports on the activities of the association during the preceding financial year,
  3. to receive and consider any financial statement or report required to be submitted to members under the Act.
  4. to receive the trustees report from the board of trustees, as per clause 33 (3) (g).
  1. Election of executive committee members of the association shall be conducted at annual general meetings every two years. The trustees shall be elected/appointed every two years at the annual general meetings where election of the executive committee is not held, with the exception of electing position/s of a casual vacancy on the executive committee subject to clause 28 (2).
  2. Appointment of an auditor for the new term of the executive committee.
  3. An annual general meeting must be specified as that type of meeting in the notice convening it.
  1. Special general meetings - calling of
  1. The executive committee shall, whenever it deems necessary, convene a special general meeting of the association with at least twenty-eight (28) days’ notice.
  2. The executive committee must, on the requisition of at least twenty-five (25%) percent of the total number of members who are financially current, convene a special general meeting of the association.
  1. a requisition of members for a special general meeting,
  1. must be in writing, and
  2. must state the purpose or purposes of the meeting, and
  3. must write their name and association membership number, and
  4. must be signed by the members making the requisition, and
  5. must be lodged with the secretary and/or the president, and
  6. may consist of several documents in a similar form, each signed by one or more of the members making the requisition.
  1. on the occurrence of subclause (2)(a), the executive committee shall call for a special general meeting within fourteen (14) days of the receipt of the requisition and convene the meeting giving at least twenty-eight (28) days’ notice to the members.
  1. If the executive committee fails to convene a special general meeting as per subclause (2)(b), any one or more of the members can inform and request the board of trustees to convene a special general meeting. On such a request, the board of trustees shall convene a special general meeting to be held not later than three (3) months from the date of receiving the notification.
  2. For the purposes of subclause 2 (a),
  1. a requisition may be in electronic form, and
  2. a signature may be transmitted, and a requisition may be lodged, by electronic means.
  1. Notice
  1. Except 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 fourteen (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 association, the secretary must, at least twenty-eight (28) 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.

  1. 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, relevant business shall be transacted as per clause 38.
  2. 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.
  1. 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. fifty (50) general members who are financially current or fifty percent (50%) of the general members who are financially current, whichever is the lesser present and being members who are eligible to vote under this constitution 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,
  1. the presiding member shall, at his or her discretion, extend by an additional half an hour, and
  2. if the meeting is convened on the requisition of members - is to be dissolved, and
  3. in any other case, the meeting is to stand adjourned until another meeting is scheduled (as soon as practicable) and communicated to the members in writing with a minimum of one (01) week’s notice, by the secretary.   
  1. 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 presiding officer may act according to subclause (3) (a). The general members who are financially current and present, being at least twenty (20), are to constitute a quorum. If there is no quorum the meeting shall be deemed dissolved.
  1. Presiding member
  1. The president or, in the president’s absence, the deputy president, is to preside as the chairperson at each general meeting of the association.
  2. If the president and the deputy president are absent or unwilling to act, the vice president shall preside or, if the vice president is absent or unwilling to act, the members present shall elect one member as pro tem chairperson to preside as chairperson at the meeting.
  1. Adjournment
  1. The chairperson of a general meeting at which a quorum is present may, with the consent of the majority of general members (financially current) 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 fourteen (14) days or more, the secretary must give written 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.
  1. Making of decisions
  1. A question arising at a general meeting of the association is to be determined by:
  1. a show of hands or, if the meeting is one to which clause 49 applies, any appropriate corresponding method that the committee may determine, or
  2. If twenty-five percent (25%) or more of the general members who are eligible to vote and present at the meeting decide that the question should be determined by a secret ballot.
  1. 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 association, is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution.
  2. Subclause (2) applies to a method determined by the executive committee under subclause (1) (a) in the same way as it applies to a show of hands.
  3. 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.

  1. Special resolutions
  1. The following special resolutions shall only be passed by the association by not less than three fourths (3/4) of the general members who are eligible to vote and physically present in a general meeting in accordance with section 39 of the Act.
  1. changing the name of the association,
  2. winding up of the association, or
  3. changing the type of the association, or
  4. any amendments to the constitution or introduction of a new constitution
  1. Voting
  1. Eligibility to vote
  1. A general member who satisfies the following criteria is eligible to vote:
  1. the appropriate membership fee for the immediately preceding financial year must have been paid on or before the end of that financial year - 30th day of the month of June.
  2. the appropriate membership fee for the current financial year has been paid five (5) days prior to the date of the general meeting, where a vote is taken.
  1. A new member shall be eligible to vote upon completion of three (3) months from the date of admission as a general member provided the new member has paid the respective membership fee as per subclauses (1) (a) (i) and (ii) as applicable.
  1. Each member eligible to vote is entitled to one vote on issues where a vote is taken
  2. Each member eligible to vote is entitled to vote,
  1. on any question arising at a general meeting of the association where a vote is required
  2. 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.
  1. Questions arising at any general meeting of the association, or any meeting of the executive committee shall be decided by a majority of votes.
  2. Voting shall be by show of hands unless otherwise challenged by twenty-five percent (25%) of the general members physically present and eligible to vote. In the event of a challenge, the meeting shall hold a secret ballot.
  3. Conduct and management of the election shall be by an independent election board. The executive committee election management process shall be carried out in a fair and effective manner as per clause 20 (3).
  4. If more than one candidate receives an equal number of votes, for any vacant position other than the position of president, the winner for each respective positions shall be determined by way of a draw by the independent election board.
  5. In the event an equal number of votes are received by the contestants for the position of president, the winner shall be determined, from amongst the presidential candidates who received the equal number of votes, by the newly elected executive committee members, by way of a secret ballot. In the event, the presidential contestants receive equal number of votes of the elected executive committee members, the winner shall be determined by way of a draw by the independent election board.

This process must be managed by the independent election board with appropriate guidelines.

  1. Decisions made at general meetings shall be binding.
  1. Proxy votes not permitted

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

  1. Postal or electronic ballots
  1. Postal ballots shall not be permitted.
  2. In the future, if the association considers permitting electronic ballot, the general members who are eligible to vote shall approve this proposal at a general meeting with a simple majority of the general members who are eligible to vote physically present at the meeting.
  3. In the event electronic vote is permitted subject to subclause (2), the association may hold an electronic ballot (as the committee deems) to determine any issue or proposal with the approval of the general who are members eligible to vote at a general meeting with a simple majority of the general members who are eligible to vote physically present (other than an appeal under clause 13).
  4. An electronic ballot is to be conducted in accordance with Schedule 3 to the Regulation.
  5. Should subclause (2) be adopted at a general meeting, an addendum to this effect shall be included in this constitution.
  1. Use of technology at general meetings
  1. A general meeting may be held at multiple venues using any reliable technology approved by the executive committee that gives each of the association’s members a reasonable opportunity to participate.
  2. A member of the association who participates in a general meeting using the technology is taken to be present at the meeting in par with a member who is physically present and votes at the meeting in person.
  3. A member eligible to vote can cast his or her vote either using technology, if electronic voting is approved as per clause 48 (2) or being physically present at the meeting.

 

Part 5    Miscellaneous

  1. Insurance

The association may effect and maintain insurance as required.

  1. Funds - source
  1. The funds of the association are to be derived from funds by annual membership fees, voluntary donations and any other sources approved by the executive committee.
  2. Any payment shall be made through multiple payment options that are available at that time.
  3. All money received by the association must be deposited as soon as practicable and without deduction to the credit of the association’s bank or another authorised deposit-taking institution account     .
  4. The association must, as soon as practicable after receiving any money, issue an appropriate receipt.
  1. Funds - management
  1. Subject to any resolution passed by the association in general meeting, the funds of the association are to be used solely in pursuance of the objectives of the association in the manner that the executive committee determines.
  2. All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by two (2) authorised signatories.
  1. Association is non-profit

Subject to the Act and the Regulation, the association must apply its funds and assets solely in pursuance of the objectives of the association 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.

  1. Change of name, objectives, and amendments to the constitution
  1. The change of name of the association, changing the objectives or type of the association shall require a special resolution to be passed at a general meeting in accordance with section 39 of the Associations Incorporation Act 2009.
  2. Any amendments to the constitution shall only be in accordance with the provisions herein;
  1. The executive committee may propose amendments to the constitution and shall include in the notice given to the members as per Subclause (2) (c)
  2. Members proposing any amendments to the constitution shall give a minimum of 28 days’ notice of the proposed amendment to the secretary prior to the general meeting.
  3. Minimum of 21 days’ notice shall be given to the members prior to the general meeting.
  4. The proposed amendments together with the notice shall be in writing.
  5. Any amendments to the constitution shall be passed by not less than three-fourths (3/4) of the general members who are eligible to vote and physically present in a general meeting.

An application for registration of a change in the association’s name, objectives, or constitution in accordance with section 10 of the Act is to be made by the public officer or an executive committee member.

  1. Custody of books

Except as otherwise provided by this constitution, all records, books and other documents relating to the association must be kept in a secure place,

  1. at the main premises of the association, in the custody of the treasurer, secretary and/or public officer or a member of the association (as the committee determines), or
  2. if the association has no premises, at the association’s official address, in the custody of the treasurer, secretary and/or public officer, or
  3. if the books, records and documents are maintained electronically, the executive committee shall take reasonable measures to ensure the privacy and security of the data maintained.
  1. Communication

Communication shall take place as outlined by the duly authorised communications policy by the executive committee and made available to the members. The communication policy shall be reviewed and revised periodically by the executive committee as deemed necessary.

The official communication between the executive committee and membership shall be in a documented format either in writing or via electronic form as required by the communication policy. Any communication to the members shall be from the official address/es of the executive committee by the secretary, the president or the treasurer. All general information, event updates or communication meant for the wider community shall be published via official media of the association as deemed by the executive committee, in line with the communications policy.

  1.  Indemnity

No liability shall attach to any officer, executive committee member, subcommittee member, agent or employee of the association for any act, neglect, omission or default of any committee or meeting in respect of carrying other acts of conformity or for any loss, damage or misfortune caused by any act of neglect, omission or default of any other person or caused by any insufficiency, deficiency or irregularity in any agreement, contract, instrument, security deed, lease or document or for any loss of damage arising from the banker, insolvency or tortuous or oversight on his or her own part or for any damage, loss or misfortune arising there from unless such error of judgment omission, default, oversight, damage, loss or misfortune be caused by his or her own wilful default or neglect, and such officer, servant or agent if found to be liable shall be indemnified by the association.

  1. Inspection of books
  1. The following documents must be open to inspection, free of charge, by a general member who is financially current at any reasonable hour:
  1. records, books and other financial documents of the association,
  2. this constitution,
  3. minutes of general meetings of the association.
  1. Any general member who is financially current, having given the treasurer fourteen (14) days prior notice in writing, shall be permitted to inspect the financial books or records of the association at such time or times as the executive committee shall direct. The treasurer      shall exercise privacy concerns of members prior to disclosing financial books or records of the association.
  2. In spite of subclauses (1) and (2), the committee may refuse to permit a member of the association to inspect or obtain a copy of records of the association that relate to confidential, personal, employment, commercial or legal matters.
  1. Service of notices
  1. For the purpose of this constitution, a notice may be served on or given to a person,
  1. by delivering it to the person personally, or
  2. by sending it by pre-paid post to the address of the person, or
  3. by sending it by an official form of electronic transmission to an address specified by the person for giving or serving the notice.
  1. For the purpose of this constitution, a notice is taken, unless the contrary is proved, to have been given or served,
  1. in the case of a notice given or served personally, on the date on which it is received by the addressee, and
  2. 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
  3. in the case of a notice sent by a 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.
  1. Financial year

The financial year of the association is the first (1) day of July of a year to the thirtieth (30) day of June of the subsequent year.

  1. Distribution of property on winding up of the association

  1. The association shall be dissolved if the association so resolves by special resolution in accordance with clause 45.
  2. Upon the association resolving to dissolve as per subclause (1), the assets of the association shall be disposed of subject to any trust affecting the asset or any of them in accordance with the special resolution.

                                                                                                    

ALMA CONSTITUTION CONCLUDED.

Approved at the SGM held on 26 March 2022