Constitution
Murramarang Progress Association Incorporated |
PART 1 PRELIMINARY
1. CONSTITUTION
[1] This constitution shall remain in force until revoked, amended or otherwise added to by a resolution of an Annual General Meeting or a Special General Meeting called for that purpose. This resolution must be carried be a 75% majority of the members present at the meeting and voting.
2. NAME
[1] The name of the Association shall be the Murramarang Progress Association Incorporated.
3. OBJECTS
[1] The objects of the Association are to promote the progress and welfare of the area within its boundaries and to cooperate with any other organisation established to advance the interests of ratepayers and residents of the area, district or Ward 3 of the Shoalhaven City.
4. BOUNDARIES
[1] The boundaries of the Association shall be all that area between and including Durras Mountain and the natural entrance to Durras Lake along the coast and westward to the Princes Highway, incorporating the villages of North Durras, Depot Beach, Pebbly Beach and the village and district of East Lynne to its extremity beyond the Princes Highway.
5. BUSINESS
[1] The Association may deal with any business that relates to its objects.
[2] Business regarding Development Applications shall be dealt with as follows:
(a) No written correspondence shall be forwarded to the Council on behalf of the Association indicating consent to or rejection of a Development Application.
(b) The Association may by way of a motion, indicate to Council in written correspondence that an advertised Development Application should abide by the rules and regulations stipulated by Council and other Government Authorities, and should not compromise the village plan in any way.
(c) The Association may by way of motion indicate to Council in written correspondence that an advertised Development Application has led to conflict/strong disagreement within the Association and so could be divisive within the community.
PART 2 MEMBERSHIP
6. MEMBERSHIP QUALIFICATIONS AND ENTITLEMENTS
[1] Membership shall be open to residents and ratepayers from within the boundaries of the Association, who are of voting age.
[2] Honorary membership shall be conferred on such persons as are elected to that membership by an A.G.M.
[3] Any member may be elected by an A.G.M. to Life Membership for outstanding service to the Association.
[4] A right, privilege or obligation which a person has by reason of being a member of the Association;
(a) Is not capable of being transferred or transmitted to another person and
(b) Terminates on cessation of the persons' membership.
7. REGISTER OF MEMBERS
[1] The Secretary shall maintain a register of members, in which shall be recorded the name and address of each financial member and the date on which subscriptions have been paid.
[2] The register of members shall be kept by the Secretary of the Association and shall be open for inspection, free of charge, by any member of the Association at any reasonable hour.
8. MEMBERSHIP FEES
[1] A member of the Association shall pay to the Association an annual membership fee due on the 1st October each year, or at the time of joining the Association.
[2] Membership fees shall cover the period of the financial year of the Association, which shall be from the 1st October until the 30th September of the following year.
[3] Membership fees shall be fixed at the A.G.M. and shall be in force for the following financial year.
[4] No levy shall be imposed on any member or members of the Association for any purpose whatsoever.
9. CESSATION OF MEMBERSHIP
[1] A person ceases to be a member of the Association if the person
dies, resigns membership, is expelled from the Association or becomes unfinancial.
[2] A member shall be deemed unfinancial when their membership
have fallen 6 months in arrears, and their name shall thereupon be removed from the register of members.
10. RESIGNATION OF MEMBERSHIP
[1] A financial member may resign from membership of the Association by giving notice in writing to the Secretary of the member's intention to resign.
[2] Where a member of the Association ceases to be a member pursuant to clause [1], and in every other case where a member ceases to hold membership, the Secretary shall make appropriate entry in the Register of Members, recording the date on which the member ceased to be a member.
11. MEMBER'S LIABILITIES
[1] The liability of a member of the Association to contribute towards the payment of the debts and liabilities of the Association or the cost, charges and expenses of the winding up of the Association is limited to the amount, if any, unpaid by the member in respect of membership of the Association as required by Rule 8.
12. DISCIPLINING OF MEMBERS
[1] Where a meeting is of the opinion that a member of the Association -
(a) has persistently refused or neglected to comply with a provision or provisions of these rules; or
(b) has persistently and wilfully acted in manner prejudicial to the interests of the Association, the meeting may by resolution
(c) expel the member from the Association; or
(d) suspend the member from membership of the Association for a specified period.
[2] Where the meeting passes a resolution under Clause [1], the Secretary shall, as soon as practicable cause a notice in writing to be served on the member -
(a) setting out the resolution of the meeting and the grounds on which it is based;
(b) stating that the member may address the membership at the next General Meeting;
(c) stating the date, place and time of that meeting; and
(d) informing the member that the member may do either or both of the following:-
i. attend and speak at that meeting;
ii. submit to the committee at or prior to the date of that meeting written representations relating to the resolution.
[3] At a General Meeting held as referred to in clause [2] the membership shall -
(a) give to the member an opportunity to make oral representations;
(b) give due consideration to any written representations submitted to the meeting by the member at or prior to the meeting;
(c) vote by secret ballot on the question of whether the resolution should be confirmed or revoked.
[4] Where the meeting confirms the resolution under clause [3], the Secretary shall, within 7 days after that confirmation, by notice in writing inform the member of the fact, and the member's right of appeal under rule 12.
[5] A resolution confirmed by the meeting under clause [3] does not take effect -
(a) until the expiration of the period within which the member is entitled to appeal against the resolution or where the member does not exercise the right to appeal within that period; or
(b) where within that period the member exercises the right of appeal, unless and until the Association confirms the resolution pursuant to rule 13[4].
13. RIGHT OF APPEAL OF A DISCIPLINED MEMBER
[1] A member may appeal to the Association in a General Meeting against a resolution of the membership which is confirmed under Rule 12[3] within 7 days after notice of the resolution is served on the member by lodging with the Secretary a notice to that effect.
[2] Upon receipt of a notice from a member under Clause [1] the matter will be dealt with at the next General Meeting of the Association.
[3] At a General Meeting of the Association convened under Clause [2]
(a) the committee and the appealing member shall be given the opportunity to state their respective case orally or in writing, or both; and
(b) the members present shall vote by secret ballot on the question of whether the resolution should be confirmed or revoked.
[4] If at the General Meeting the Association passes a special resolution in favour of the confirmation of the resolution, the resolution is confirmed.
PART 3 THE COMMITTEE
14. POWERS ETC., OF COMMITTEE
[1] The committee shall be called the Committee of Management of the Association and, subject to the Act, the Regulation and these rules and to any resolution passed by the Association in General Meeting -
(a) shall control and manage the affairs of the Association;
(b) may exercise all such functions as may be exercised by the Association other than those functions that are required by these rules to be exercised by a General Meeting of members of the Association; and
(c) has power to perform all such acts and do all such things as appear to the committee to be necessary or desirable for the proper management of the affairs of the Association.
15. CONSTITUTION OF MANAGEMENT COMMITTEE
[1] Subject in the case of the first members of the committee to Section 21 of the Act, the committee shall consist of -
(a) the office bearers of the Association; and
(b) 5 ordinary members, each of whom shall be elected at the Annual General Meeting of the Association pursuant to Rule 16.
[2] The office-bearers of the Association shall be -
(a) the President;
(b) the Vice-President
(c) the Treasurer; and
(d) the Secretary.
[3] Each member of the committee shall, subject to these rules, hold office until the conclusion of the Annual General Meeting following the date of the member's election, but is eligible for re-election.
[4] In the event of a casual vacancy occurring in the membership of the committee, the next General Meeting may appoint a member of the Association to fill the vacancy and the member so appointed shall hold office, subject to these rules, until the conclusion of the Annual General Meeting next following the date of the appointment.
16. ELECTION OF THE COMMITTEE
[1] Nominations for election to the committee shall be restricted to financial members who have been members for the Association for at least the previous SIX MONTHS.
[2] No person shall be elected to an office of this Association if they are;
(a) an elected Councillor of the Shoalhaven City Council;
(b) an office bearer of any other local Progress Association;
(c) disqualified from membership of this Association.
[3] Nominations of candidates for election as office-bearers of the Association or as an ordinary member of the committee shall be made with the oral or written consent of the candidate.
[4] If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be deemed elected.
[5] Any vacant positions remaining on the committee shall be deemed to be casual vacancies.
[6] If the number of nominations received exceeds the number of vacancies to be filled, a secret ballot shall be held.
[7] The secret ballot for the election of office bearers and ordinary members of the committee shall be conducted at the Annual General Meeting in such usual and proper manner as the committee may direct.
17. PRESIDENT
[1] It is the duty of the President of the Association to -
(a) Chair all meetings;
(b) Sign all outgoing correspondence;
(c) Oversee all business of the Association.
18. VICE-PRESIDENT
It is the duty of the Vice-President of the Association to -
(a) Carry out the duties of the President in the President's absence;
(b) Take responsibility for notices of meetings, news bulletins or other forms of advertising and publicity.
19. SECRETARY
[1] It is the duty of the Secretary of the Association to -
(a) Keep a record of the names of members present at Committee Meetings or General Meetings;
(b) Keep minutes of all proceedings at Committee Meetings and General Meetings and ensure that the Secretary or the Minute Secretary and the Chairperson of the meeting sign the minutes;
[2] The Secretary is responsible for keeping a record of incoming correspondence.
[3] Outgoing correspondence will be the responsibility of the Secretary.
[4] Maintain the Register of Members.
[5] Sign outgoing correspondence as an alternate signatory to the President.
20. TREASURER
[1] It is the duty of the Treasurer of the Association to ensure that-
(a) All money due to the Association is collected and received and that all payments authorised by the Association are made; and
(b) Correct books and accounts are kept showing the financial affairs of the Association including full details of all receipts and expenditure connected with the activities of the Association;
(c) A Financial Statement showing receipts and expenditure and current balance is presented at each General Meeting;
(d) An audited statement of receipts and expenditure is presented at the Annual General Meeting;
(e) All other treasury documents are tabled at the Annual General Meeting for inspection by members.
21. CASUAL VACANCIES IN THE COMMITTEE
[1] For the purpose of these rules, a casual vacancy in the office of a member of the committee occurs if the member -
(a) Dies;
(b) Ceases to be a member of the Association;
(c) Becomes an insolvent under administration within the meaning of the New South Wales Companies Code;
(d) Resigns office by notice in writing given to the Secretary;
(e) Is removed from office under Rule 22;
(f) Becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way relating to mental health; or
(g) Is absent without the consent of the Committee from all meetings of the Committee held during a period of six months.
22. REMOVAL OF A MEMBER OF THE COMMITTEE
[1] The Association in a General Meeting may, by resolution, remove
any member of the Committee before 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] A resolution to remove a committee member from office must be proposed at a General Meeting and, if carried, will be considered at Special General Meeting called for that purpose.
[3] Where a member of the committee to whom a proposed resolution referred to in Clause [1] relates makes representations in writing to the Secretary or President (not exceeding a reasonable length) and requests that the representations be notified to the members of the Association, the representations will be read out at the meeting at which the resolution is considered.
23. COMMITTEE MEETINGS AND QUORUM
[1] The Committee shall meet at such place and time and as frequently as the Committee shall determine.
[2] Oral or written notice of a meeting of the Committee shall be given by the Secretary to each member of the Committee at least 48 hours (or such other period as may be unanimously agreed upon by the Committee) before the time appointed for the holding of the meeting.
[3] Notice of a meeting given under Clause [2] shall specify the general nature of the business to be transacted at the meeting and no business other that that business shall be transacted at the meeting, except business which the Committee Members present at the meeting unanimously agree to treat as urgent business.
[4] Any 6 members of the committee constitute a quorum for the transaction of the business of a meeting of the Committee.
[5] No business shall 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 stands adjourned to the same place and at the same hour of the same day in the following week.
[6] If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting shall be dissolved.
[7] At a meeting of the Committee -
(a) the President or, in the President's absence, the Vice-President shall preside; or
(b) If the President and Vice-President are absent or unwilling to act, one of the remaining members of the Committee as may be chosen by the members present at the meeting shall preside.
[8] Members shall register attendance at meetings by signing the Attendance Roll.
24. SUB-COMMITTEES AND DELEGATES
[1] A sub-committee may be set up by a General Meeting, or the Committee from among its members, to investigate and/or report on any matter that has been brought before such a meeting.
[2] The findings of this sub-committee shall be presented to the following General or Committee Meeting in the form of a recommendation which shall be accepted or rejected at the relevant meeting.
[3] A General or Committee Meeting may revoke, wholly or in part, any delegation under this rule.
[4] A sub-committee may meet and adjourn, as it thinks proper.
[5] Delegates shall be appointed by the Annual General Meeting or a General Meeting to represent this Association at any conference or meeting, and following the conference or meeting a resume of the proceedings of such conference or meeting shall be presented to a General Meeting of the Association.
25. VOTING AND DECISIONS AT COMMITTEE MEETINGS
[1] Questions arising at a meeting of the Committee or of any sub-committee shall be determined by a majority of the votes of members of the Committee present at the meeting.
[2] Each member present at a meeting of the committee or of any sub-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 casting vote.
[3] Subject to Rule 24[3], the Committee may act notwithstanding 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, is valid and effectual notwithstanding 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
26. CHAIRPERSON
[1] The President or, in the President's absence, the Vice-President, shall be the Chairperson at each General Meeting of the Association.
[2] If the President and Vice-President are absent from a General Meeting or unwilling to act, the members present shall elect one of their number to be the Chairperson at the meeting.
27. DEBATE
[1] The ordinary rules of parliamentary debate shall be applied.
28. MAKING DECISIONS
[1] A question arising at a General Meeting of the Association shall be determined on a show of hands and, unless before or on the declaration of
the show of hands a poll is demanded, a declaration by the Chairperson that a resolution has, on show of hands, been carried or carried unanimously or carried by a particular majority or lost, or an entry recorded 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] At a General Meeting of the Association, a poll may be demanded by the Chairperson or by not less than 3 members present in person at the meeting.
[3] Where a poll is demanded at a General Meeting, the poll shall be taken -
(a) Immediately in the case of a poll which relates to the election of the Chairperson of the meeting; or
(b) In any other case, in such manner and at such time before the close of the meeting as the Chairperson directs, and the resolution of the poll on the matter shall be deemed to be the resolution of the meeting on the matter.
29. ATTENDANCE ROLL
[1] There shall be kept a roll in which all members attending any meeting shall sign their presence at such meeting, and apologies shall be recorded
30. VOTING
[1] Upon any question arising at a General Meeting of the Association, a member has one vote only.
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2 Where a member will not be present at u General Meeting, Special General Meeting or Annual General Meeting and that member wishes to exercise their right to vote on any motion. 16r which an of ficia! Notice of Motion has been circulated, that member shall be entitled to cast their vote in absentia.
The voting intent, shall:
1. Be in writing, legible and in plain English
2. State the full name and address of the member.
3. State the full motion, or motions, as per the Notice of Motion together with their voting intent for each motion.
4. Be signed by the member.
5. Be in the hands of the Secretary, or the person performing the duties of Secretary, prior to the commencement of the meeting for which the vote 'is applicable.
When u motion, for which a member intended to vote in absentia, is amended. the absent member's vote shall not be counted.
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[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 casting vote.
[4] A member is not entitled to vote at any General Meeting of the Association unless all money due and payable by the member to the Association has been paid.
31. RECISION MOTIONS
[1] A notice of recision of any decision, resolution or direction of a General Meeting shall be made in writing and signed by not less than TEN FINANCIAL MEMBERS all of whom were present at the meeting when such decision, resolution or direction was made and shall be handed to the President or Secretary for presentation to a General Meeting following 14 days' written notice of such a motion. The decision of the meeting dealing with the notice shall be final and binding on all members.
32. SUSPENSION OF STANDING ORDERS
[1] This action may be taken by the Chairperson after a resolution has been approved to so do, but shall be restricted to the time necessary to conclude the matter arising so that the ordinary business of the meeting may resume.
33. QUORUM
[1] The quorum at meetings shall be:
(a) General Meeting 15% of FINANCIAL MEMBERS
(b) Annual General Meeting or Special General Meeting 30% of FINANCIAL MEMBERS.
[2] If within half an hour after the appointed time for the commencement of a General Meeting, Annual General Meeting or Special General Meeting a quorum is not present, the meeting shall be dissolved and replaced by a meeting of the Committee.
34. ANNUAL GENERAL MEETING
[1] The Annual General Meeting shall be held on the Sunday morning of the October holiday weekend.
[2] Notice shall be given at least 21 days prior to the Annual General Meeting by letter of advice to all currently financial members.
[3] In addition to any other business that may be transacted at an annual general meeting, the business of the Annual General Meeting shall be-
(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 upon the activities of the Association during the last preceding financial year;
(c) To elect office-bearers of the Association and five ordinary members of the Committee;
(d) To receive and consider the statement that is required to be submitted to members pursuant to section 26(6) of the Act.
[4] An Annual General Meeting shall be specified as such in the notice convening it.
[5] An Auditor shall be elected at the Annual General Meeting, and shall hold office until the following Annual General Meeting.
[6] An Annual General Meeting shall fix the membership fees.
[7] Notices of Motion for an Annual General Meeting shall be made in writing, and forwarded to the Secretary, at least 31 days prior to the meeting.
[8] An Annual General Meeting shall appoint a Public Officer for the purposes of Incorporation.
[9] Voting shall be in accordance with the precepts set out in Section 30, Rules 1 to 4 inclusive.
35. SPECIAL GENERAL MEETINGS
[1] A Special General Meeting (SGM) may be called to effect a suspension, variation or addition to any rule or rules of the Association or to deal with any urgent matter. The Committee shall, on receipt of a duly proposed and seconded motion in writing to vary the Constitution from two currently financial members of at least six months' standing, convene a S.G.M. not later than 2 months after the date of the motion.
[2] The Committee may, whenever it thinks fit, convene a SGM of the Association.
[3] The Committee shall on the requisition of not less than ten financial members, a majority of whom shall have been members for the previous 6 months, convene a SGM of the Association not later than 2 months after the date of the requisition.
[4] A requisition of members for a SGM -
(a) Shall state the purpose or purposes for the meeting;
(b) Shall be signed by the members making the requisitions;
(c) Shall be lodged with the Secretary.
[5] At such SGM no other business shall be transacted and any decision of the members present shall be binding on all members of the Association until the following Annual General Meeting when the decision shall be ratified or rejected.
[6] The proceedings of such SGM shall be recorded by the Secretary and presented at the next General Meeting for confirmation as minutes of the SGM.
[7] Notice of a SGM of the Association shall be made at least 21 days prior to the SGM by letter of advice to all currently financial members. The SGM shall be specified as such in the letter of advice.
[8] Voting shall be in accordance with the precepts set out in Section 30, Rules 1 to 4 inclusive.
36. GENERAL MEETINGS
[1] General Meetings shall be held at such place and time and as frequently as is necessary for the well being of the Association, but generally on the first Monday of each alternate month.
[2] Notices of motion for General Meetings shall be received up until the time of the meeting either in writing or orally.
[3] The order of business at the General Meeting shall be as follows-
(a) President's opening remarks;
- (b) Apologies - written or verbal;
- (c) Minutes as recorded by the Secretary at the previous GM and presented for confirmation;
- (d) Business arising from the minutes;
(e) Correspondence - both received and despatched - to be dealt with as decided;
(f) President's Report;
(g) Treasurer's Report;
(h) Committee Reports;
(i) Motions on Notice
(j) General Business
(k) Notices of Motions
(l) Date of Next Meeting.
PART 5 MISCELLANEOUS
37. FUNDS SOURCE
[1] The funds of the Association shall be derived from annual membership fees, donations and, subject to any resolution passed by the Association in General Meeting, such other sources as the Committee determines.
[2] All money received by the Association shall be deposited as soon as practicable and without deduction to the credit of the Association's account.
[3] The Association shall, as soon as practicable after receiving any money, issue an appropriate receipt.
38. FUNDS MANAGEMENT
[1] Subject to any resolution passed by the Association in General Meeting, the funds of the Association shall be used in pursuance of the objects of the Association in such manner as a General Meeting determines.
[2] All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by any two office bearers jointly, or any one office bearer jointly with a member of the Committee.
39. INSURANCE
[1] The Association shall effect and maintain insurance pursuant to Section 44 of the Act.
[2] In addition to the insurance required under Clause [1], the Association may effect and maintain other insurance.
40. COMMON SEAL
[1] The Common Seal of the Association shall be kept in the custody of the Public Officer.
[2] The Common Seal shall not be affixed to any instrument except by the authority of the Committee and the signature of one Committee Member shall attest the affixing of the Common Seal.
41. CUSTODY OF BOOKS
[1] Except as otherwise provided by these rules, the Secretary shall keep in his or her custody or under his or her control all records, books and other documents relating to the Association, except for financial records, books or documents, which shall be in the custody of the Treasurer.
42. INSPECTION OF BOOKS
[1] The records, books and other documents of the Association shall be open to inspection, free of charge, by a member of the Association at any reasonable hour.
43. SERVICE OF NOTICES
[1] For the purpose of these rules, a notice may be served by or on behalf of the Association upon any member either personally or by sending it by mail to the member's address shown in the Register of Members.
[2] Where a document is sent to a person by properly addressing, prepaying and posting to the person a letter containing the document, the document shall, unless the contrary is proved, be deemed for the purposes of these rules to have been served on the person at the time at which the letter would have been delivered in the ordinary course of post.
44. NON MEMBERS
[1] Non members may be present at a meeting of the Association but shall take no part in discussions or debate unless invited to do so.
[2] Non members cannot vote on any motion.
[3] Non members shall not distribute any publication to members at a meeting without the permission of the Chairperson.
45. PRESS
[1] All General Meetings of the Association shall be open to the press provided the representative of the publication, broadcast or television station establishes to the satisfaction of the presiding officer their credentials as such representative.
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