Rotary

Club of Wandin

Associations Incorporation Reform Act 2012

 

Rotary Club of Wandin Incorporated

Registration No. 21984

 

Constitution

 

CONTENTS

 

 

Article 1  Definitions. 1

Article 2  Name. 1

Article 3  Locality of the Club. 1

Article 4  Object 1

Article 5  Five Avenues of Service. 1

Article 6  Meetings. 2

Article 7  Membership. 2

Article 8  Classifications. 4

Article 9  Attendance. 4

Article 10  Directors and Officers. 6

Article 11  Admission Fees and Dues. 7

Article 12  Duration of Membership. 7

Article 13  Community, National, and International Affairs. 9

Article 14  Rotary Magazines. 10

Article 15  Acceptance of Object and Compliance with Constitution and Bylaws. 10

Article 16  Arbitration and Mediation. 10

Article 17  Bylaws. 11

Article 18  Interpretation. 11

Article 19  Amendments. 11

Article 20  Not for profit 12

Article 21  Jurisdiction of RI. 12

Article 22 Definitions and interpretation – additional provisions. 12

Article 23  Purposes – additional provisions. 13

Article 24  Financial Year – additional provision. 13

Article 25  Powers – additional provisions. 13

Article 26  Not for Profit Organisation – additional provision. 13

Article 27  Meetings – additional provisions. 14

Article 28  Annual General Meetings – additional provisions. 14

Article 29  Special General Meetings – additional provisions. 14

Article 30  Special general meeting held at the request of members – additional provisions. 14

Article 31  Notice of General Meetings – additional provisions. 15

Article 32  Proxies – additional provisions. 15

Article 33  Use of Technology – additional provisions. 15

Article 34  Procedure at General Meetings – additional provisions. 15

Article 35  Adjournment of General Meetings – additional provisions. 16

Article 36  Voting at General Meetings – additional provisions. 16

Article 37  Special resolutions – additional provisions. 17

Article 38  Determining Whether Resolution Carried – additional provisions. 17

Article 39  Minutes of General Meeting – additional provisions. 17

Article 40  Frequency of Board Meetings and quorum – additional provisions. 17

Article 41   Notice of Board Meetings – additional provisions. 17

Article 42  Procedure at Board Meetings – additional provisions. 18

Article 43  Voting at board meetings – additional provisions. 18

Article 44  Conflict of interest – additional provisions. 18

Article 45  Method of Electing Members – additional provision. 18

Article 46  General Rights of Members – additional provisions. 18

Article 47  Rights of members not transferable – additional provision. 19

Article 48  Register of Members – additional provisions. 19

Article 49  Board – additional provisions. 19

Article 50  General Duties – additional provisions. 19

Article 51   Duties of Officers. 20

Article 52  Election of Directors and Officers – additional provisions. 21

Article 53  Board Vacancies – additional provisions. 21

Article 54  President and Vice-President – additional provisions. 22

Article 55  Minutes of board meetings – additional provisions. 22

Article 56  Arbitration and mediation – additional provision. 22

Article 57  Source of Funds – additional provisions. 22

Article 58  Management of Funds – additional provisions. 22

Article 59  Financial records – additional provisions. 22

Article 60  Financial statements – additional provisions. 23

Article 61  Common Seal – additional provisions. 23

Article 62  Registered address – additional provisions. 23

Article 63  Notice requirements  – additional provisions. 23

Article 64  Winding up – additional provisions. 24

Article 65  Custody and inspection of books and records – additional provisions. 24


Associations Incorporation Reform Act 2012

 

Rotary club of Wandin Incorporated

Registration No. 21984

 

Constitution

 

 

Article 1  Definitions

As used in this constitution, unless the context otherwise clearly requires, the words in this article shall have the following meanings:

  1. Board: The Board of Directors of this club.
  2. Bylaws: The bylaws of this club.
  3. Director: A member of this club’s Board of Directors.
  4. Member: A member, other than an honorary member, of this club.
  5. RI: Rotary International.
  6. Satellite club A potential club whose members shall also be members of this club. (when applicable)

 

  1. Year: The twelve-month period which begins on 1 July.

 

Article 2  Name

The name of this organisation shall be Rotary Club of Wandin Incorporated

(Member of Rotary International)

 

Article 3  Locality of the Club

The locality of this club is as follows: the area bounded by the municipal boundaries of the Shire of Yarra Ranges – Chandler Ward.

 

Article 4  Object

The Object of Rotary is to encourage and foster the ideal of service as a basis of worthy enterprise and, in particular, to encourage and foster:

First. The development of acquaintance as an opportunity for service;

Second. High ethical standards in business and professions; the recognition of the worthiness of all useful occupations; and the dignifying of each Rotarian’s occupation as an opportunity to serve society;

Third. The application of the ideal of service in each Rotarian’s personal, business, and community life;

Fourth. The advancement of international understanding, goodwill, and peace through a world fellowship of business and professional persons united in the ideal of service.

 

Article 5  Five Avenues of Service

Rotary’s Five Avenues of Service are the philosophical and practical framework for the work of this Rotary club.

 

  1. Club Service, the first Avenue of Service, involves action a member should take within this club to help it function successfully.

 

  1. Vocational Service, the second Avenue of Service, has the purpose of promoting high ethical standards in businesses and professions, recognising the worthiness of all dignified occupations, and fostering the ideal of service in the pursuit of all vocations. The role of members includes conducting themselves and their businesses in accordance with Rotary’s principles.

 

  1. Community Service, the third Avenue of Service, comprises varied efforts that members make, sometimes in conjunction with others, to improve the quality of life of those who live within this club’s locality or municipality.

 

  1. International Service, the fourth Avenue of Service, comprises those activities that members do to advance international understanding, goodwill, and peace by fostering acquaintance with people of other countries, their cultures, customs, accomplishments, aspirations, and problems, through reading and correspondence and through cooperation in all club activities and projects designed to help people in other lands.

 

  1. Youth Service, the fifth Avenue of Service, recognises the positive change implemented by youth and young adults through leadership development activities, involvement in community and international service projects, and exchange programs that enrich and foster world peace and cultural understanding.

 

Article 6  Meetings

Section 1    Regular Meetings.

(a)    Day and Time. This club shall hold a regular meeting once each week on the day and at the time provided in the bylaws.

(b)   Change of Meeting. For good cause, the board may change a regular meeting to any day during the period commencing with the day following the preceding regular meeting and ending with the day preceding the next regular meeting, or to a different hour of the regular day, or to a different place.

(c)    Cancellation. The board may cancel a regular meeting if it falls on a legal holiday, including a commonly recognised holiday, or in case of the death of a club member, or of an epidemic or of a disaster affecting the whole community, or of an armed conflict in the community which endangers the lives of the club members.  The board may cancel not more than four regular meetings in a year for causes not otherwise specified herein provided that this club does not fail to meet for more than three consecutive meetings.

(d)   Satellite Club Meeting (When applicable).  If provided in the bylaws, a satellite club shall hold regular weekly meetings at a place and at a time and day decided by its members.  The day, time and place of the meeting may be changed in a similar way to that provided for the club’s regular meetings in section 1(b) of this article.  A satellite club meeting may be cancelled for any of the reasons enumerated in section 1(c) of this article.  Voting procedures shall be as provided in the bylaws.

Section 2    Annual Meeting.

  • An annual meeting for the election of officers shall be held not later than 31 December as provided in this constitution..
  • A satellite club (when applicable) shall hold an annual meeting of its members before 31 December to elect officers for the general governance of the satellite club.

 

Article 7  Membership

Section 1    General Qualifications. This club shall be composed of adult persons of good character and good business, professional and/or community reputation.

Section 2    Kinds. This club shall have two kinds of membership, namely: active and honorary.

Section 3    Active Membership. A person possessing the qualifications set forth in article 5, section 2 of the RI constitution may be elected to active membership in this club.

Section 4    Transferring or Former Rotarian.

  • Potential Members. A member may propose to active membership a transferring member or former member of a club. The transferring or former member of a club being proposed to active membership under this section may also be proposed by the former club.  The classification of a transferring or former member of a club shall not preclude election to active membership even if the election results in club membership temporarily exceeding the classification limits. Potential members of this club who are current or former members of another club who have debts to the other club are ineligible for membership in this club. The club should demand that a potential member present written proof that no money is owed to the other club. The admission of a transferring or former Rotarian as an active member pursuant to this section shall be contingent upon receiving a certificate from the board of the previous club confirming the prospective member’s prior membership in that club.  Transferring or former members changing clubs should be asked to bring a letter of recommendation from their previous club.
  • Current or Former Members. This club shall provide a statement whether money is owed to this club when requested by another club with respect to a current or former member of this club being considered for membership in the other club.  If such a statement is not provided within 30 days of being requested, it shall be assumed that the member does not owe any money to this club.

Section 5 – Satellite Club Membership. Members of a satellite club shall also be members of the sponsor club until such time as the satellite club shall be admitted into membership of RI as a Rotary club.

Section 6     Dual Membership. No person shall simultaneously hold active membership in this and another club other than a satellite of this club.  No person shall simultaneously be a member and an honorary member in this club.  No person shall simultaneously hold active membership in this club and membership in a Rotaract club.

Section7    Honorary Membership.

(a)    Eligibility for Honorary Membership. Persons who have distinguished themselves by meritorious service in the furtherance of Rotary ideals and those persons considered friends of Rotary for their permanent support of Rotary’s cause may be elected to honorary membership in this club.  The term of such membership shall be as determined by the board.  Persons may hold honorary membership in more than one club.

(b)   Rights and Privileges. Honorary members shall be exempt from the payment of admission fees and dues, shall have no vote, and shall not be eligible to hold any office in this club.  Such members shall not hold classifications, but shall be entitled to attend all meetings and enjoy all the other privileges of this club.  No honorary member of this club is entitled to any rights and privileges in any other club, except for the right to visit other clubs without being the guest of a Rotarian.

Section 8    Holders of Public Office. Persons elected or appointed to public office for a specified time shall not be eligible to active membership in this club under the classification of such office.  This restriction shall not apply to persons holding positions or offices in schools, colleges, or other institutions of learning or to persons who are elected or appointed to the judiciary.  Members who are elected or appointed to public office for a specified period may continue as such members in their existing classifications during the period in which they hold such office.

Section 9    Rotary International Employment. This club may retain in its membership any member employed by RI.

 

Article 8  Classifications

Section 1    General Provisions.

(a)    Principal Activity. Each member shall be classified in accordance with the member’s business, profession, or type of community service.  The classification shall be that which describes the principal and recognised activity of the firm, company, or institution with which the member is connected or that which describes the member’s principal and recognised business or professional activity or that which describes the nature of the member’s community service activity.

(b)   Correction or Adjustment. If the circumstances warrant, the board may correct or adjust the classification of any member.  Notice of a proposed correction or adjustment shall be provided to the member and the member shall be allowed a hearing thereon.

Section 2    Limitations. This club shall not elect a person to active membership from a classification if the club already has five or more members from that classification, unless the club has more than 50 members, in which case, the club may elect a person to active membership in a classification so long as it will not result in the classification making up more than 10 percent of the club’s active membership.  Members who are retired shall not be included in the total number of members in a classification.  The classification of a transferring or former member of a club, or a Rotary Foundation alumnus as defined by the board of directors of RI, shall not preclude election to active membership even if the election results in club membership temporarily exceeding the above limitations.  If a member changes classification, the club may continue the member’s membership under the new classification notwithstanding these limitations.

 

Article 9  Attendance

Section 1    General Provisions. Each member should attend this club’s regular meetings, or satellite club’s regular meetings if provided in the bylaws, and engage in this club’s service projects, other events and activities.  A member shall be counted as attending a regular meeting if the member is present for at least 60 percent of the meeting, or is present and is called away unexpectedly and subsequently produces evidence to the satisfaction of the board that such action was reasonable, or makes up for an absence in any of the following ways:

(a)    14 Days Before or After the Meeting. If, within fourteen (14) days before or after the regular time for that meeting, the member

(1)    attends at least 60 percent of the regular meeting of another club, of a of a satellite club meeting of another club, or of a provisional club; or

(2)    attends a regular meeting of a Rotaract or Interact club, Rotary Community Corps, or Rotary Fellowship or of a provisional Rotaract or Interact club,  Rotary Community Corps, or Rotary Fellowship; or

(3)    attends a convention of RI, a council on legislation, an international assembly, a Rotary institute for past and present officers of RI, a Rotary institute for past, present, and incoming officers of RI, or any other meeting convened with the approval of the board of directors of RI or the president of RI acting on behalf of the board of directors of RI, a Rotary multizone conference, a meeting of a committee of RI, a Rotary district conference, a Rotary district training assembly, any district meeting held by direction of the board of directors of RI, any district committee  meeting held by direction of the district governor, or a regularly announced intercity meeting of Rotary clubs; or

(4)    is present at the usual time and place of a regular meeting or satellite club meeting of another club for the purpose of attending such meeting, but that club is not meeting at that time or place; or

(5)    attends and participates in a club service project or a club-sponsored community event or meeting authorised by the board; or

(6)    attends a board meeting or, if authorised by the board, a meeting of a service committee to which the member is assigned; or

(7)    participates through a club website in an interactive activity requiring an average of 30 minutes of participation.

When a member is outside the member’s country of residence for more than fourteen (14) days, the time restriction shall not be imposed so that the member may attend regular meetings or satellite club meetings in another country at any time during the travel period, and each such attendance shall count as a valid make-up for any regular meeting missed during the member’s time abroad.

(b)    At the Time of the Meeting. If, at the time of the meeting, the member is

(1)    traveling with reasonable directness to or from one of the meetings specified in sub-subsection (a) (3) of this section; or

(2)    serving as an officer or member of a board of RI, or a trustee of The Rotary Foundation; or

(3)    serving as the special representative of the district governor in the formation of a new club; or

(4)    on Rotary business in the employ of RI; or

(5)    directly and actively engaged in a district-sponsored or RI- or Rotary Foundation-sponsored service project in a remote area where making up attendance is impossible; or

(6)    engaged in Rotary business duly authorised by the board which precludes attendance at the meeting.

Section 2    Extended Absence on Outposted Assignment. If a member will be working on an outposted assignment for an extended period of time, attendance at the meetings of a designated club at the site of the assignment will replace attendance at the regular meetings of the member’s club, provided there is a mutual agreement between the two clubs.

Section 3    Excused Absences. A member’s absence shall be excused if

(a)    the absence complies with the conditions and under circumstances approved by the board.  The board may excuse a member’s absence for reasons which it considers to be good and sufficient. Such excused absences shall not extend for longer than twelve months.  However, if the leave is for a medical reason that extends for more than twelve months such leave may be renewed by the board for a period of time beyond the original twelve months.

(b)   the aggregate of the member’s years of age and years of membership in one or more clubs is 85 years or more and the member has notified the club secretary in writing of the member’s desire to be excused from attendance and the board has approved.

Section 4    RI Officers’ Absences.  A member’s absence shall be excused if the member is a current officer of RI or a Rotarian partner of a current officer of RI.

Section 5    Attendance Records. When a member whose absences are excused under the provision of subsection 3(a) of this article fails to attend a club meeting, the member and the member’s absence shall not be included in the attendance records.  In the event that a member whose absences are excused under the provisions of subsection 3(b) or section 4 of this article attends a club meeting, the member and the member’s attendance shall  be included in the membership and attendance figures used to compute this club’s attendance.

Article 10  Directors and Officers

Section 1    Governing Body. The governing body of this club shall be the board constituted as the bylaws may provide.

Section 2    Authority. The board shall have general control over all officers and committees and, for good cause, may declare any office vacant.

Section 3    Board Action Final. The decision of the board in all club matters is final, subject only to an appeal to the club.  However, as to a decision to terminate membership, a member, pursuant to article 12, section 6, may appeal to the club, request mediation, or request arbitration.  If appealed, a decision of the board shall be reversed only by a two-thirds vote of the members present, at a regular meeting specified by the board, provided a quorum is present and notice of the appeal has been given by the secretary to each member at least five (5) days prior to the meeting.  If an appeal is taken, the action taken by the club shall be final.

Section 4    Officers. The club officers shall be a president, the immediate past president, a president-elect,  and a secretary, and may include one or more vice-presidents, all of whom shall be members of the board. The club officers shall also include   a treasurer and may include a sergeant-at-arms,  all of whom may be members of the board as the bylaws shall provide.  Club officers shall regularly attend satellite club meetings.

Section 5    Election of Officers.

(a)    Terms of Officers other than President. Each officer shall be elected as provided in the bylaws.  Except for the president, each officer shall take office on 1 July immediately following election and shall serve for the term of office or until a successor has been duly elected and qualified.

(b)   Term of President. The president shall be elected as provided in the bylaws, not more than two (2) years but not less than eighteen (18) months prior to the day of taking office and shall serve as president-nominee upon election.  The nominee shall take the title of president-elect on 1 July in the year prior to taking office as president.  The president shall take office on 1 July and shall serve a period of one (1) year or until a successor has been duly elected and qualified.

(c)    Qualifications. Each officer and director shall be a member in good standing of this club.  A candidate for the office of president shall have served as a member of this club for at least one year prior to being nominated for such office, except where service for less than a full year may be determined by the district governor to satisfy the intent of this requirement. The president-elect shall attend the district presidents-elect training seminar and the district training assembly unless excused by the governor-elect.  If so excused, the president-elect shall send a designated club representative who shall report back to the president-elect.  If the president-elect does not attend the presidents-elect training seminar and the district training assembly and has not been excused by the governor-elect or, if so excused, does not send a designated club representative to such meetings, the president-elect shall not be able to serve as club president.  In such event, the current president shall continue to serve until a successor who has attended a presidents-elect training seminar and district training assembly or training deemed sufficient by the governor-elect has been duly elected.

 

Section 6 – Governance of a Satellite Club of This Club (When Applicable). A satellite club shall be located in the same locality as this club or in the surrounding area.

  • Satellite Club Oversight. This club shall provide such general oversight and support of a satellite club as is deemed appropriate by the board.
  • Satellite Club Board. For the day-to-day governance of a satellite club, it shall have its own annually elected board drawn from its members and comprising the officers of the satellite club and four to six other members as the bylaws shall provide. The highest officer of the satellite club shall be the chairman and other officers shall be the immediate past chairman, the chairman-elect, the secretary and the treasurer.  The satellite board shall be responsible for the day-to-day organisation and management of the satellite club and its activities in accordance with Rotary rules, requirements, policies, aims and objectives  under the guidance of this club.  It shall have no authority within, or over, this club.
  • Satellite Club Reporting Procedure. A satellite club shall, annually, submit to the president and board of this club a report on its membership, its activities and programs, accompanied by a financial statement and audited accounts, for inclusion in this club’s reports for its annual general meeting and such other reports as may, from time to time, be required by this club.

 

Article 11  Admission Fees and Dues

Every member shall pay an admission fee and annual dues as prescribed in the bylaws, except that any transferring or former member of another club who is accepted into membership of this club pursuant to article 7, section 4(a) or any former member of this club who rejoins this club, shall not be required to pay a second admission fee.  A Rotaractor who ceased to be a member of Rotaract within the preceding two years, who is accepted into membership of this club, shall not be required to pay an admission fee.

 

Article 12  Duration of Membership

Section 1    Period. Membership shall continue during the existence of this club unless terminated as hereinafter provided.

Section 2    Automatic Termination.

(a)    Membership Qualifications. Membership shall automatically terminate when a member no longer meets the membership qualifications, except that

(1)    the board may grant a member moving from the locality of this club or the surrounding area a special leave of absence not to exceed one (1) year to enable the member to visit and become known to a Rotary club in the new community if the member continues to meet all conditions of club membership;

(2)    the board may allow a member moving from the locality of this club or the surrounding area to retain membership if the member continues to meet all conditions of club membership.

(b)   How to Rejoin. When the membership of a member has terminated as provided in subsection (a) of this section, such person, provided such person’s membership was in good standing at the time of termination, may make new application for membership, under the same or another classification.  A second admission fee shall not be required.

(c)    Termination of Honorary Membership. Honorary membership shall automatically terminate at the end of the term for such membership as determined by the board.  However, the board may extend an honorary membership for an additional period.  The board may revoke an honorary membership at any time.

Section 3    Termination    Non-payment of Dues.

(a)    Process. Any member failing to pay dues within thirty (30) days after the prescribed time shall be notified in writing by the secretary at the member’s last known address.  If the dues are not paid on or before ten (10) days of the date of notification, membership may terminate, subject to the discretion of the board.

(b)   Reinstatement. The board may reinstate the former member to membership upon the former member’s petition and payment of all indebtedness to this club.  However, no former member may be reinstated to active membership if the former member’s classification is in conflict with article 8, section 2.

Section 4    Termination    Non-attendance.

(a)    Attendance Percentages. A member must

(1)    attend or make up at least 50 percent of club regular meetings or satellite club meetings, or engage in club projects, other events and activities for at least 12 hours in each half of the year, or a proportionate combination of both;

(2)    attend at least 30 percent of this club’s regular meetings or satellite club meetings, or engage in club projects, other events and activities in each half of the year (assistant governors, as defined by the board of directors of RI, shall be excused from this requirement).

If a member fails to attend as required, the member’s membership may be subject to termination unless the board consents to such non-attendance for good cause.

(b)   Consecutive Absences. Unless otherwise excused by the board for good and sufficient reason or pursuant to article 9, sections 3 or 4, each member who fails to attend or make up four consecutive regular meetings shall be informed by the board that the member’s non-attendance may be considered a request to terminate membership in this club.  Thereafter, the board, by a majority vote, may terminate the member’s membership.

Section 5    Termination    Other Causes.

(a)    Good Cause. The board may terminate the membership of any member who ceases to have the qualifications for membership in this club or for any good cause by a vote of not less than two-thirds of the board members present and voting, at a meeting called for that purpose.  The guiding principles for this meeting shall be article 7, section 1;  The Four-Way Test; and the high ethical standards that one should hold as a Rotary club member.

(b)   Notice. Prior to taking any action under subsection (a) of this section, the member shall be given at least ten (10) days’ written notice of such pending action and an opportunity to submit a written answer to the board.  The member shall have the right to appear before the board to state the member’s case.  Notice shall be by personal delivery or by registered letter to the member’s last known address.

(c)    Filling Classification. When the board has terminated the membership of a member as provided for in this section, this club shall not elect a new member under the former member’s classification until the time for hearing any appeal has expired and the decision of this club or of the arbitrators has been announced.  However, this provision shall not apply if, by election of a new member, the number of members under the said classification would remain within provided limitations even if the board’s decision regarding termination is reversed.

Section 6    Right to Appeal, Mediate or Arbitrate Termination.

(a)    Notice. Within seven (7) days after the date of the board’s decision to terminate membership, the secretary shall give written notice of the decision to the member.  Within fourteen (14) days after the date of the notice, the member may give written notice to the secretary of the intention to appeal to the club, request mediation, or to arbitrate as provided in article 16.

(b)   Date for Hearing of Appeal. In the event of an appeal, the board shall set a date for the hearing of the appeal at a regular club meeting to be held within twenty-one (21) days after receipt of the notice of appeal.  At least five (5) days’ written notice of the meeting and its special business shall be given to every member.  Only members shall be present when the appeal is heard.

(c)    Mediation or Arbitration. The procedure utilised for mediation or arbitration shall be as provided in article 16.

(d)   Appeal. If an appeal is taken, the action of the club shall be final and binding on all parties and shall not be subject to arbitration.

(e)    Decision of Arbitrators or Umpire. If arbitration is requested, the decision reached by the arbitrators or, if they disagree, by the umpire shall be final and binding on all parties and shall not be subject to appeal.

(f)    Unsuccessful Mediation. If mediation is requested but is unsuccessful, the member may appeal to the club or arbitrate as provided in subsection (a) of this section.

Section 7    Board Action Final. Board action shall be final if no appeal to this club is taken and no arbitration is requested.

Section 8    Resignation. The resignation of any member from this club shall be in writing, addressed to the president or secretary.  The resignation shall be accepted by the board if the member has no indebtedness to this club.

Section 9    Forfeiture of Property Interest. Any person whose club membership has been terminated in any manner shall forfeit all interest in any funds or other property belonging to this club if, under local laws, the member may have acquired any right to them upon joining the club.

Section 10    Temporary Suspension Notwithstanding any provision of this constitution, if in theopinion of the board

(a)    credible accusations have been made that a member has refused or neglected to

comply with this constitution, or has been guilty of conduct unbecoming a member

or prejudicial to the interests of the club; and

(b)   those accusations, if proved, constitute good cause for terminating the membership

of the member; and

(c)    it is desirable that no action should be taken in respect of the membership of the

member pending the outcome of a matter or an event that the board considers

should properly occur before such action is taken by the board; and

(d)   that in the best interests of the club and without any vote being taken as to his or

her membership, the member’s membership should be temporarily suspended and the member should be excluded from attendance at meetings and other activities of this club and from any office or position the member holds within the club.  For the purposes of this clause, the member shall be excused from fulfilling attendance responsibilities;

the board may, by a vote of not less than two-thirds of the board, temporarily suspend the member as aforesaid for such period and on such further conditions as the board determines, albeit for a period no longer than is reasonably necessary in all the circumstances.

 

Article 13  Community, National, and International Affairs

Section 1    Proper Subjects. The merits of any public question involving the general welfare of the community, the nation, and the world are of concern to the members of this club and shall be proper subjects of fair and informed study and discussion at a club meeting for the enlightenment of its members in forming their individual opinions.  However, this club shall not express an opinion on any pending controversial public measure.

Section 2    No Endorsements. This club shall not endorse or recommend any candidate for public office and shall not discuss at any club meeting the merits or demerits of any such candidate.

Section 3    Non-Political.

(a)    Resolutions and Opinions. This club shall neither adopt nor circulate resolutions or opinions, and shall not take action dealing with world affairs or international policies of a political nature.

(b)   Appeals. This club shall not direct appeals to clubs, peoples, or governments, or circulate letters, speeches, or proposed plans for the solution of specific international problems of a political nature.

Section 4    Recognising Rotary’s Beginning. The week of the anniversary of Rotary’s founding (23 February) shall be known as World Understanding and Peace Week.  During this week, this club will celebrate Rotary service, reflect upon past achievements, and focus on programs of peace, understanding, and goodwill in the community and throughout the world.

 

Article 14  Rotary Magazines

Section 1    Mandatory Subscription. Unless, in accordance with the bylaws of RI, this club is excused by the board of directors of RI from complying with the provisions of this article, each member shall, for the duration of membership, subscribe to the official magazine or to the magazine approved and prescribed for this club by the board of directors of RI.  Two Rotarians residing at the same address have the option to subscribe jointly to the official magazine. The subscription shall be paid in six (6) month periods for the duration of membership in this club and to the end of any six (6) month period during which membership may terminate.

Section 2    Subscription Collection. The subscription shall be collected by this club from each member semiannually in advance and remitted to the Secretariat of RI or to the office of such regional publications as may be determined by the board of directors of RI.

 

Article 15  Acceptance of Object and Compliance with Constitution and Bylaws

By payment of an admission fee and dues, a member accepts the principles of Rotary as expressed in its object and submits to and agrees to comply with and be bound by the constitution and bylaws of this club, and on these conditions alone is entitled to the privileges of this club.  Each member shall be subject to the terms of the constitution and bylaws regardless of whether such member has received copies of them.

 

Article 16  Arbitration and Mediation

Section 1    Disputes. Should any dispute, other than as to a decision of the board, arise between any current or former member(s) and this club, any club officer or the board, on any account whatsoever which cannot be settled under the procedure already provided for such purpose, the dispute shall, upon a request to the secretary by any of the disputants, either be resolved by mediation or settled by arbitration.

Section 2    Date for Mediation or Arbitration. In the event of mediation or arbitration, the board shall set a date for the mediation or arbitration, in consultation with disputants, to be held within twenty-one (21) days after receipt of the request for mediation or arbitration.

Section 3    Mediation. The procedure for such mediation shall be that recognised by an appropriate authority with national or state jurisdiction or be that recommended by a competent professional body whose recognised expertise covers alternative dispute resolution or be that recommended by way of documented guidelines determined by the board of RI or the trustees of The Rotary Foundation.  Only a member of a Rotary club may be appointed as mediator(s).  The club may request the district governor or the governor’s representative to appoint a mediator who is a member of a Rotary club and who has appropriate mediation skills and experience.

(a)    Mediation Outcomes. The outcomes or decisions agreed between the parties as a result of mediation shall be recorded and copies held by each party, the mediator(s) and one copy given to the board and to be held by the secretary.  A summary statement of outcomes acceptable to the parties involved shall be prepared for the information of the club.  Either party through the president or secretary may call for further mediation if either party has retracted significantly from the mediated position.

(b)   Unsuccessful Mediation. If mediation is requested but is unsuccessful, any disputant may request arbitration as provided in section 1 of this article.

Section 4    Arbitration. In the event of a request for arbitration, each party shall appoint an arbitrator and the arbitrators shall appoint an umpire.  Only a member of a Rotary club may be appointed as umpire or as arbitrator.

Section 5    Decision of Arbitrators or Umpire. If arbitration is requested, the decision reached by the arbitrators or, if they disagree, by the umpire shall be final and binding on all parties and shall not be subject to appeal.

 

Article 17  Bylaws

This club shall adopt bylaws not inconsistent with the constitution and bylaws of RI, with the constitution of procedure for an administrative territorial unit where established by RI, and with this constitution, embodying additional provisions for the government of this club.  Such bylaws may be amended from time to time as therein provided.

 

Article 18  Interpretation

Throughout this constitution, the terminology “mail,” “mailing,” and “ballot-by-mail” will include utilisation of electronic mail (e-mail) and internet technology to reduce costs and increase responsiveness.

 

Article 19  Amendments

Section 1    Standard Rotary club constitution. This article and the preceding articles (apart from this section and with only the necessary changes) are as at the date of adoption of this constitution by the club R.I.’s global Standard Rotary club constitution. The club will maintain its constitution in a form that includes the provisions of the Standard Rotary club constitution as amended from time to time with only the necessary changes.

Section 2     Manner of Amending Standard Rotary club constitution. Except as provided in sections 3 and 4 of this article, the provisions of the Standard Rotary club constitution as amended from time to time may be amended only by the council on legislation in the same manner as is established in the bylaws of RI for the amendment of its bylaws.

Section 3    Amending Article 2 and Article 3. Article 2 (Name) and Article 3 (Locality of the club) of the constitution shall be amended at any regular meeting of this club, a quorum being present by the affirmative vote of not less than two-thirds of all voting members present and voting, provided that notice of such proposed amendment shall have been mailed to each member and to the governor at least ten (10) days before such meeting, and provided further, that such amendment shall be submitted to the board of directors of RI for its approval and shall become effective only when so approved.  The governor may offer an opinion to the board of directors of RI regarding the proposed amendment.

Section 4    Manner of Amending this constitution – additional provision. This constitution and the statement of purposes of the club must not be altered except in accordance with the Act.

Section 5    Certain changes to Standard Rotary constitution – additional provision. Sections 6 and 7 of this article apply where the provisions of the Standard Rotary club constitution as amended from time to time are amended by the council on legislation and no consequential or other further amendment is necessary in order to incorporate the changes into this constitution as then in force.

Section 6    Definition of special resolution – additional provision. For the purposes of section 7 of this article only, the expression special resolution shall include any resolution of the council on legislation referred to in section 2 of this article.

Section 7    Application for recognition of resolution of the council on legislation – additional provision. The club will while it is incorporated promptly apply to the Registrar for approval to pass each special resolution under section 4 of this article in the manner referred to in that section. If approval is not given or an application is declined the board will promote and call a special general meeting competent to pass a corresponding special resolution in respect of the club in the manner specified in the Act, in order to satisfy section 1 of this article.

Section 8    Other amendments – additional provision. No amendment of the statement of purposes of the club or this constitution can be made other than in accordance with section 4 of this article (and recognised under section 7 of this article) which is not in harmony with the Standard Rotary club constitution and with the constitution and bylaws of RI.

 

Article 20  Not for profit

Section 1    Not for profit This club shall be a non-profit association. Its purpose shall be charitable and benevolent and to encourage, promote and extend the object of Rotary International, and to maintain the relations of a member club in Rotary International.

Section 2    Interpretation In section 1 of this article, charitable and benevolent purposes are to be treated as including any and all of the purposes referred to in Article 23.

 

Article 21  Jurisdiction of RI

Insofar as the provisions of the law of the State of Victoria under which this association is incorporated shall permit, this club shall be subject to the jurisdiction of Rotary International.

 

Article 22  Definitions and interpretation – additional provisions

Section 1    Definitions. As used in this constitution, unless the context otherwise clearly requires, the words in this article shall have the following meanings:

  1. Act: the Associations Incorporation Reform Act 2012.
  2. Bylaws: bylaws referred to in article 17 and as amended from time to time
  3. Chairperson, of a general meeting or board meeting: the person chairing the meeting as required under article 54
  4. Constitution: this constitution as amended from time to time
  5. Disciplinary appeal meeting: a meeting of the members of the club convened under article 12, section 6
  6. General meeting: a general meeting of members convened in accordance with article 31.
  7. Ordinary member of the board: a member of the board who is not an officer

of the club under article 10, section 4.

  1. Registrar: the Registrar of Incorporated Associations
  2. Regulations: regulations under the Act;
  3. Relevant documents: has the same meaning as in the Act
  4. Seal: the club’s seal, if any
  5. Standard Rotary club constitution: the form of constitution of a club adopted from time to time by R.I.
  6. Viva voce: voting conducted by vocal assent.

Section 2    Interpretation.

  • References to any statutory enactment shall be construed as references to that enactment as amended, modified or re-enacted from time to time and shall include any enactment in substitution or replacement for and any subordinate legislation issued under such statutory enactment. Any reference in this Deed to a provision of an enactment shall include the relevant provision of the enactment as amended, modified or re-enacted or of any enactment in substitution for and any subordinate legislation issued under that provision.
  • Unless the context otherwise clearly requires, expressions defined in or under the constitution of RI have the same meaning in this constitution.

 

Article 23 Purposes – additional provisions

Statement of purposes. The purposes of the club are subject to section 2 article 25:

(a)        To promote and extend the object of Rotary as stated in article 4;

(b)        To maintain the relations of a member club in RI; and

(c)        To do all such things as may be incidental or conducive to the attainment of the above purposes or any of them or otherwise to advance the interests of the club.

 

 

Article 24  Financial Year – additional provision

The financial year of this club is each period of a Year.

 

Article 25  Powers – additional provisions

Section 1    Section 2 of this article is in addition to statutory powers. The powers conferred by section 2 of this article are in addition to and not in derogation of any other powers exercisable by the club.

Section 2    Powers of club. For the purpose of carrying out its objects, the club may, subject to the Act and this constitution —

(a)     acquire, hold, deal with, and dispose of, any real or personal property;

(b)     administer any property on trust;

(c)     open and operate accounts with financial institutions;

(d)     invest its moneys —

(i)      in any security in any manner in which trust moneys may, by Act of Parliament, be invested; or

(ii)     in any other manner authorised by the constitution of the club;

(e)     appoint agents to transact any business of the club on its behalf;

(f)      determine any conditions of use of non-written identifiers that the board considers appropriate;

(g)     enter into any contract that the board considers necessary or desirable;

(h)     establish and support or aid in the establishment and support of associations, institutions, funds, trusts and companies of any kind;

(i)      subject to compliance with applicable laws conduct profitable fundraising activities of all types in all States and Territories of Australia and overseas; and

(j)      establish one or more public funds.

 

Article 26  Not for Profit Organisation – additional provision

Section 1    Income and property of club. Subject to section 2 of this article, the club shall be a non-profit, non share capital and not for profit entity, and except as provided in section 2 of this article it shall not in its own right or as trustee secure pecuniary profit for any of its members or officers.

Section 2    Permissible transactions  The club does not secure pecuniary profit for any of its members or officers in circumstances permitted under section 4 of the Act.

 

Article 27  Meetings – additional provisions

Section 1 – Provisions supplementing article 6. Except as provided in section 2 of this article, the provisions of this article and articles 28 to 44 are in addition to the provisions of article 6.

Section 2 – Quorum. One-third of the membership shall constitute a quorum at the annual and other general meetings and regular meetings of this club.

Section 3 – General meetings. Regular meetings of this club are not and will not be convened as general meetings.

 

Article 28  Annual General Meetings – additional provisions

Section 1 –Annual general meeting. Despite article 6, section 2, the board must convene an annual general meeting of the club within five months after the end of each year, at which time the business referred to in sections 4 and 5 of this article shall be considered.

Section 2 – The notice convening the annual general meeting must specify that the meeting is an annual general meeting.Section 3 – The board may determine the date, time and place of the annual general meeting.Section 4 – The ordinary business of the annual general meeting is as follows –   (a)   to confirm the minutes of the previous annual general meeting and of any special general meeting held since that meeting; and  (b)   to receive and consider –(1)          the annual report of the board on the activities of the club during the preceding  year; and(2)          the financial statements of the club for the               preceding year submitted by the board in accordance with Part 7 of the Act;

(c)     to elect officers of the club and the ordinary members of the board.

Section 5- The annual general meeting may also conduct any other business of which notice has been given in accordance with this constitution.

 

Article 29  Special General Meetings – additional provisions

Section 1 – Any general meeting of the club other than an annual general meeting is a special general meeting.Section 2 – The board may convene a special general meeting , whenever it thinks fit,.Section 3 – No business other than that set out in the notice under article 31 may be conducted at the meeting.

 

Article 30  Special general meeting held at the request of members – additional provisions

Section 1 –The board must convene a special general meeting if a request to do so is made in accordance with section 2 of this article by at least 10 per cent of the total number of members,.Section 2 – A request for a special general meeting must – (a)           be in writing; and(b)          state the business to be considered at the meeting and any resolutions to be proposed; and  (c)         include the names and signatures of the members requesting the meeting; and  (d)        be given to the secretary.Section 3 – If the board does not convene a special general meeting within one month after the date on which the request is made, the members making the request (or any of them) may convene the special general meeting.Section 4 – A special general meeting convened by members under section 3 of this article –(a)           must be held within 3 months after the date on which the original request was made;     and(b)          may consider only the business stated in that request.

 

Article 31  Notice of General Meetings – additional provisions

Section 1 – The secretary (or in the case of a special general meeting convened under article 30, section 3, the members convening the meeting) must give to each member of the club, (a)           at least 21 days’ notice of a general meeting if a special resolution is to be proposed to the meeting; or(b)          at least 14 days’ notice of a general meeting in any other case.Section 2 –  The notice must –(a)           specify the date, time and place of the meeting; and(b)          indicate the general nature of each item of business to be considered at the meeting; and

  • if a special resolution is to be proposed—

(i)     state in full the proposed resolution; and

(ii)     state the intention to propose the resolution as a special resolution; and

(d)          comply with article 32, section 5.

Section 3 – This article does not apply to a disciplinary appeal meeting.

 

Article 32  Proxies – additional provisions

Section 1 – Where a specific resolution is to be considered by ballot rather than by viva voce vote a member may appoint another member as his or her proxy to vote and speak on his or her behalf at a general meeting other than a disciplinary appeal meeting.Section 2 – The appointment of a proxy must be in writing and signed by the member making the appointment.Section 3 – The member appointing the proxy may give specific directions as to how the proxy is to vote on his or her behalf, otherwise the proxy may vote on behalf of the member as he or she sees fit.

Section 4 – If the board has approved a form for the appointment of a proxy, the member may use any other form that clearly identifies the person appointed as the member’s proxy and that has been signed by the member.
Section 5 – Notice of a general meeting given to a member under article 31 must—

  • state that the member may appoint another member as a proxy for the meeting; and
  • include a copy of any form that the board has approved for the appointment of a proxy.

Section 6-  A form appointing a proxy must be given to the Chairperson of the meeting before or at the commencement of the meeting.Section 7 –  A form appointing a proxy sent by post or electronically is of no effect unless it is received by the club no later than 24 hours before the commencement of the meeting.

Article 33  Use of Technology – additional provisions

Section 1 – A member not physically present at a general meeting may be permitted to participate in the meeting by the use of technology that allows that member and the members present at the meeting to clearly and simultaneously communicate with each other.

Section 2 – For the purposes of articles 27 to 43, a member participating in a general meeting as permitted under section 1 of this article is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person.

 

Article 34  Procedure at General Meetings – additional provisions

Section 1 – No business may be conducted at a general meeting unless a quorum of members is present physically in person or by proxy, or taken to be present at the meeting under article 33.Section 2 – If a quorum is not present within 30 minutes after the notified commencement time of a general meeting,-(a)     in the case of a meeting convened by, or at the request of, members – the meeting must be dissolved; and(b)     in any other case – (1)               the meeting shall stand adjourned to a date not more than 21 days after the adjournment; and(2)               notice of the date, time and place to which the meeting is adjourned must be given at the meeting and confirmed by written notice given to members as soon as possible after the meeting.Section 3 – If a quorum is not present within 30 minutes after the time to which a general meeting has been adjourned under section 2(b) of this article, the members present at the meeting (if not fewer than 3) may proceed with the business of the meeting as if a quorum were present.

Article 35  Adjournment of General Meetings – additional provisions

Section 1 – The Chairperson of a general meeting at which a quorum is present may, with the consent of a majority of members present at the meeting, adjourn the meeting to another  time at the same place or at another place.

Section 2 – Without limiting section 1 of this article, a meeting may be adjourned—

  • if there is insufficient time to deal with the business at hand; or
  • to give the members more time to consider an item of business.

Section 3 – No business may be conducted on the resumption of an adjourned meeting other than the business that remained unfinished when the meeting was adjourned.Section 4 – Notice of the adjournment of a meeting under this article is not required unless the meeting is adjourned for 14 days or more, in which case notice of the meeting must be given in accordance with article 31.

Article 36  Voting at General Meetings – additional provisions

Section 1Method of Voting The business of this club in general meeting shall be transacted by viva voce vote except the election of officers and directors and the amendment of the constitution, which shall be by ballot.  The board may determine that a specific resolution be considered by ballot rather than by viva voce vote.

Section 2 – On any question arising at a general meeting that is to be considered by ballot-(a)            subject to section 4 of this article, each member who is entitled to vote has one vote;(b)          members may votepersonally or by proxy;(c)           except in the case of a special resolution, the question must be decided on a majority of votes.Section 3 – If votes are divided equally on a question, the Chairperson of the meeting has a second or casting vote.

Section 4 – If the question is whether or not to confirm the minutes of a previous meeting, only members who were present at that meeting may vote.

Section 5 – This article does not apply to a vote at a disciplinary appeal meeting conducted under article 16.

Section 6 – A member is not entitled to vote at a general meeting unless all moneys due and payable by the member to the club have been paid, including the amount of the annual subscription payable in respect of the current year.Section 7 – Any ballot in addition to a ballot conducted under article 42, section 10, at a general meeting will be conducted in such manner as the Chairperson of the meeting may determine.

Article 37  Special resolutions – additional provisions

A special resolution is passed if not less than three quarters of the members voting at a general meeting (whether in person or by proxy) vote in favour of the resolution.

 

Article 38  Determining Whether Resolution Carried – additional provisions

Section 1 – Subject to section 2 of this article, the Chairperson of a general meeting may, on the basis of a viva voce vote or a show of hands, declare that a resolution has been-(a)     carried; or(b)     carried unanimously; or(c)     carried by a particular majority; or(d)     lost; andan entry to that effect in the minutes of the meeting is conclusive proof of that fact.Section 2 – If a poll (where votes are cast in writing) is demanded by any member on a special resolution or by  three or more members on any other question – (a)    the poll must be taken at the meeting in the manner determined by the Chairperson of the meeting; and(b)    the Chairperson must declare the result of the resolution on the basis of the poll.Section 3 – A poll  demanded on the election of the Chairperson or on a question of an adjournment must be taken immediately. Section 4 –  A poll demanded on any other question must be taken before the close of the meeting at a time determined by the Chairperson. 

Article 39  Minutes of General Meeting – additional provisions

Section 1 – The board must ensure that minutes are taken and kept of each general meeting.

Section 2 – The minutes must record the business considered at the meeting, any resolution on which a vote is taken and the result of the vote.

Section 3 – In addition, the minutes of each annual general meeting must include—

(a)     the names of the members attending the meeting; and

(b)     proxy forms given to the Chairperson of the meeting under article 32, section 6; and

(c)     the financial statements submitted to the members in accordance with article 28, section (4)(b)(ii); and

(d)     the certificate signed by two board members certifying that the financial statements give a

true and fair view of the financial position and performance of the club; and

(e)     any audited accounts and auditor’s report or report of a review accompanying the financial

statements that are required under the Act or the board.

 

Article 40  Frequency of Board Meetings and quorum – additional provisions

Section 1 – Regular meetings of the board shall be held when provided in the bylaws. Special meetings of the board shall be called by the president, whenever deemed necessary, or upon the request of two (2) directors, due notice having been given.

Section 2 – A majority of the directors shall constitute a quorum of the board.

 

Article 41   Notice of Board Meetings – additional provisions

Section 1 – Notice of each board meeting must be given to each director no later than 7 days before the date of the meeting (or in cases of urgency a shorter period of notice).

Section 2 – Notice may be given of more than one board meeting at the same time.

Section 3 – The notice must state the date, time and place of the meeting.

Section 4 – If a special board meeting is convened, the notice must include the general nature of the business to be conducted.

Section 5 – The only business that may be conducted at the meeting is the business for which the meeting is convened.

 

Article 42  Procedure at Board Meetings – additional provisions

Section 1 – No business may be conducted at a board meeting unless a quorum is present.Section 2 – If within half an hour of the time appointed for the meeting a quorum is not present-(a)     in the case of a special meeting – the meeting lapses;(b)     in any other case – the meeting shall stand adjourned to the same place and the same time and day in the following week.Section 3 – The board may act notwithstanding any vacancy on the board.Section 4 – The directors may meet together, adjourn and regulate their meetings as they think fit.

 

Article 43  Voting at board meetings – additional provisions

Section 1 – Questions arising at a meeting of the board, or at a meeting of any committee appointed by the board, shall be determined by viva voce vote.  The board may determine that a specific resolution be considered by ballot rather than by viva voce vote.Section 2 – Each member present at a meeting of the board, or at a meeting of any committee appointed by the board (including the person presiding at the meeting), is entitled to one vote and, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.

 

Article 44  Conflict of interest – additional provisions

Section 1 – A director who has a material personal interest in a matter being considered at a board meeting must disclose the nature and extent of that interest to the board.

Section 2 – The director —

(a)     must not be present while the matter is being considered at the meeting; and

(b)     must not vote on the matter.

Section 3 – This article does not apply to a material personal interest—

  • that exists only because the director belongs to a class of persons for whose benefit the club is established; or
  • that the director has in common with all, or a substantial proportion of, the members of the club.

 

Article 45  Method of Electing Members – additional provision

Section 1 – Provisions supplementing articles 7 to 9. Except as provided in section 2 of this article, the provisions of this article and articles 46 to 48 are in addition to the provisions of articles 7 to 9.

Section 2    Active membership. Active membership will be granted only by invitation, approval of the board and deemed election by virtue of either absence of objection by an active member or both objection by an active member and determination of the board, in each case subject to certain obligations of confidentiality and in the manner provided in the bylaws.

Section 3    Honorary membership. Honorary membership will be granted only by determination of the board in its absolute discretion.

 

Article 46  General Rights of Members – additional provisions

Section 1    A member of the club who is entitled to vote has the right—

(a)     to receive notice of general meetings and of proposed special resolutions in the manner

and time prescribed by this constitution;

(b)     to submit items of business for consideration at a general meeting;

(c)     to attend and be heard at general meetings;

(d)     to vote at a general meeting;

(e)     to have access to the minutes of general meetings and other documents of the club as provided under article 6; and

(f)     to inspect the register of members.

Section 2    A member is entitled to vote if—

(a)     the member is a member other than an honorary member;

(b)     the member is not in arrears after notification under article 12, section 3; and

(c)     the member’s membership rights are not suspended for any reason.

 

Article 47  Rights of members not transferable – additional provision

The rights of a member are not transferable and end when membership ceases.

 

Article 48  Register of Members – additional provisions

Section 1 –

The secretary must keep and maintain a register of members that includes –

(a)           for each current member —

  • the member’s name
  • the address for notice last given by the member;
  • the date of becoming a member;
  • if the member is an honorary member, a note to that effect;
  • any other information determined by the board; and

(b)   for each former member, the date of ceasing to be a member.

Section 2 – Any member may, at a reasonable time and free of charge, inspect the register of members.

 

Article 49  Board – additional provisions

Section 1 – Provisions supplementing article 10. The provisions of this article and articles 51 to 54 are in addition to the provisions of article 10.

Section 2 – Constitution of board.  Unless and until otherwise decided by ordinary resolution, the number of persons comprising the board shall be not less than 3 and not more than 10. The board shall consist of members of this club.

Section 3 – Duties of officers. The duties of club officers shall be as prescribed in article 51 and the bylaws.

 

Article 50  General Duties – additional provisions

Section 1 – As soon as practicable after being elected or appointed to the board, each director must become familiar with this constitution and the Act.

Section 2 – The board is collectively responsible for ensuring that this club complies with the Act and that individual directors comply with this constitution.

Section 3 – Directors must exercise their powers and discharge their duties with reasonable care and diligence.

Section 4 – Directors must exercise their powers and discharge their duties—

(a)    in good faith in the best interests of this club; and

(b)    for a proper purpose.

Section 5 – Directors and former directors must not make improper use of—

(a)    their position; or

(b)    information acquired by virtue of holding their position—

so as to gain an advantage for themselves or any other person or to cause detriment to this club.

Section 6 – In addition to any duties imposed by this constitution, a director must perform any other duties imposed from time to time by resolution at a general meeting.

 

Article 51   Duties of Officers

Section 1 – President. It shall be the duty of the president to preside at meetings of the club and the board and to perform other duties as ordinarily pertain to the office of president.

Section 2 – Immediate Past President. It shall be the duty of the immediate past president to serve as a director and to perform such other duties as may be prescribed by the president or the board.

Section 3 – Vice-President. It shall be the duty of the vice-president to preside at meetings of the club and the board in the absence of the president and to perform other duties as ordinarily pertain to the office of vice-president.

Section 4 – Secretary. The secretary must:

(a)     perform any duty or function required under the Act to be performed by the secretary of an incorporated association;

(b)     maintain the register of members in accordance with article 48;

(c)     keep custody of the common seal (if any) of the club and, except for the financial records referred to in article 59, section 3, all books, documents and securities of the club in accordance with articles 61 and 65;

(d)     subject to the Act and this constitution and the bylaws of the club, provide members with access to the register of members, the minutes of general meetings and other books and documents;

(e)     perform any other duty or function imposed on the secretary by this constitution; and

(f)      give to the Registrar notice of his or her appointment within 14 days after the appointment.

Section 5 – The Treasurer must – (a)     receive all moneys paid to or received by the club and issue any receipts for those moneys in the name of the club (b)     ensure that all moneys received are paid into the account of the club within a reasonable time after receipt;(c)     make any payments authorised by the board, club, or by a general meeting of the club from the club’s funds; (d)     ensure that all cheques, drafts, bills of exchange, promissory notes and other negotiable instruments are signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by any of the persons appointed from time to time by the board so long as in every case either the authorising person or the signatory is a director and all banking transactions by electronic means are authenticated by any two persons in turn appointed from time to time by the board, being a director and either a second director or another member;

(e)     ensure that the financial records of the club are kept in accordance with the Act;

(f)      coordinate the preparation of the financial statements of the club and their certification by the board prior to their submission to the annual general meeting of the club; and

(g)     ensure that at least one other director has access to the accounts and financial records of the club.

Article 52  Election of Directors and Officers – additional provisions.

Section 1    At a regular meeting one month prior to the meeting for election of officers, the presiding officer shall ask for nominations by members of the club for president, vice-president, secretary, treasurer, and a number of other directors (who may, if the board decides, include the treasurer, the secretary and the sergeant-at-arms) decided by the board but not so as to exceed the maximum number of persons on the board specified in article 49. The nominations may be presented by a nominating board or by members from the floor, by either or by both as the club may determine. If it is determined to use a nominating board, such board shall be appointed as the club may determine. The nominations duly made shall be placed on a ballot in alphabetical order under each office and shall be voted for at the annual general meeting. The candidates for president, vice-president, secretary, and treasurer receiving a majority of the votes shall be declared elected to their respective offices. The candidates for director receiving a majority of the votes shall be declared elected as directors. The candidate for president elected in such balloting shall be the president-nominee and serve as an officer for the year commencing on the first day of July next following the election, and shall assume office as president on 1 July immediately following that year.  The president-nominee shall take the title of president-elect on 1 July in the year prior to taking office as president.

Section 2 – The officers and directors, so elected, together with the immediate past president shall constitute the board. Within one week after their election, the directors-elect shall meet and elect some member of the club to act as sergeant-at-arms.

Section 3 – A vacancy in the board or any office shall be filled by action of the remaining directors.

Section 4 – A vacancy in the position of any officer-elect or director-elect shall be filled by action of the remaining directors-elect

Section 5 – Nominations of candidates for election as officers of the club or as ordinary members of the board must be-

(a)     made in writing, signed by two members of the club and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination); and   (b)     delivered to the Secretary of the club not less than 7 days before the date fixed for the holding of the annual general meeting.Section 6 – A candidate may only be nominated for one office, or as an ordinary director, prior to the annual general meeting.Section 7 – If insufficient nominations are received to fill all vacancies on the board, the candidates nominated shall be deemed to be elected and further nominations may be received at the annual general meeting.Section 8 – If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be deemed to be elected.Section 9 – If the number of nominations exceeds the number of vacancies to be filled, a ballot must be held.Section 10 – The ballot for the election of officers and any ordinary members of the board must be conducted at the annual general meeting in such manner as the board may direct.

 

Article 53  Board Vacancies – additional provisions

The office of an officer of the club, or of an ordinary member of the board, becomes vacant if the officer or member-

(a)     ceases to be a member of the club; or(b)     becomes insolvent under administration within the meaning of the Corporations Act 2001 of the Commonwealth; or(c)     resigns from office by notice in writing given to the board;(d)     holds an office declared to be vacant under article 10, section 2.

Article 54  President and Vice-President – additional provisions

Section 1    Subject to section 2 of this article, the president or, in the President’s absence, the vice-president is the Chairperson for any general meetings and for any board meetings.

Section 2 – If  the president and the vice-president are both absent, or are unable to preside, the Chairperson of the meeting must be—

  • in the case of a general meeting—a member elected by the members present; or
  • in the case of a board meeting—a director elected by the other directors present.

Article 55  Minutes of board meetings – additional provisions

Section 1 – The board must ensure that minutes are taken and kept of each board meeting.

Section 2 – The minutes must record the following:

  • the names of the directors present at the meeting;
  • the business considered at the meeting;
  • any resolution on which a vote is taken and the result of the vote; and
  • any material personal interest recorded under article 44.

Article 56  Arbitration and mediation – additional provision

Section 1 – Provisions supplementing article 16. The provisions of this article are in addition to the provisions of article 16.

Section 1 – Expanded scope of the Act. The provisions of article 16 also apply should any dispute arise between any current members of the club and between a current member and the board in connection with the activities of the club.

Article 57  Source of Funds – additional provisions

The funds of the club shall be derived from entrance fees, annual subscriptions, fund-raising activities, grants, interest and any other sources approved by the board.

Article 58  Management of Funds – additional provisions

Section 1 – The club must open an account with a financial institution from which all expenditure of the club is made and into which all of the club’s revenue is deposited.

Section 2 – Subject to any restrictions imposed by a general meeting of the club, the board may approve expenditure on behalf of the club.

Section 3 – The board may authorise the Treasurer to expend funds on behalf of the club (including by electronic funds transfer) up to a specified limit without requiring approval from the board for each item on which the funds are expended.

Section 4 – All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed, and all electronic payments must be authenticated, as provided in article 51, section 5(d).

Section 5 – All funds of the club must be deposited into the financial account of the club following receipt.

Section 6 – With the approval of the board, the Treasurer may maintain a cash float provided that all money paid from or paid into the float is accurately recorded at the time of the transaction.

 

Article 59  Financial records – additional provisions

Section 1 – The club must keep financial records that—

(a)     correctly record and explain its transactions, financial position and performance; and

(b)     enable financial statements to be prepared as required by the Act.

Section 2 – The club must retain the financial records for 7 years after the transactions covered by the records are completed.

Section 3 – The Treasurer must keep in his or her custody, or under his or her control—

(a)     the financial records for the current Year; and

  • any other financial records as authorised by the board.

 

Article 60  Financial statements – additional provisions

Section 1 – For each Year, the board must ensure that the requirements under the Act relating to the financial statements of the club are met.

Section 2 – Without limiting section 1 of this article, those requirements include—

(a)     the preparation of the financial statements;

(b)     if required, the review or auditing of the financial statements;

(c)     the certification of the financial statements by the board;

(d)     the submission of the financial statements to the annual general meeting of the club;

(e)     the lodgement with the Registrar of the financial statements and accompanying reports, certificates, statements and fee.

 

Article 61  Common Seal – additional provisions

Section 1 – The club may have a common seal.Section 2 –. If the club has a common seal –

(a)     If the name of the club must appear in legible characters on the common seal;

(b)     a document may only be sealed with the common seal by the authority of the board and the sealing must be witnessed by the signatures of 2 directors;

(c)     the common seal must be kept in the custody of the Secretary.

 

Article 62  Registered address – additional provisions

The registered address of the club is—

(a)     the address determined from time to time by resolution of the board; or

(b)     if the board has not determined an address to be the registered address—the postal address of the Secretary.

 

 Article 63  Notice requirements  – additional provisions

Section 1 –Any notice required to be given to a member or a director may be given –

(a)     by handing the notice to the member personally; or

(b)     by sending it by post to the member at the address recorded for the member on in the register of members; or

(c)     by email or facsimile transmission.

Section 2 – Section 1 of this article does not apply to notice less than 7 days given under article 41.

Section 3 – Any notice required to be given to the club or the board may be given—

(a)     by handing the notice to a director; or

(b)     by sending the notice by post to the registered address; or

(c)     by leaving the notice at the registered address; or

(d)     if the board determines that it is appropriate in the circumstances—

(i)     by email to the email address of the club or the Secretary; or

(ii)     by facsimile transmission to the facsimile number of the club.

 

Article 64  Winding up – additional provisions

Section 1  The club may be wound up voluntarily by special resolution. Section 2  In the event of the winding up or the cancellation of the incorporation of the club, the surplus assets of the club must not be distributed to any members or former members of the club. Section 3  Subject to the Act and any court order made under section 133 of the Act, the surplus assets must be given to another or other entities recognised by the Commissioner of Taxation as Community Service Organisations under Division 50 of the Income Tax Assessment Act 1997 of the Commonwealth.

Section 4  The body to which the surplus assets are to be given must be decided by special resolution.

 

Article 65  Custody and inspection of books and records – additional provisions

Section 1 – Members may on request inspect free of charge –

  • the register of members;
  • the minutes of general meetings;

(c)           subject to section 2 of this article, the financial records, books, securities and any other relevant documents of the club, including minutes of board meetings.

Section 2  The board may refuse to permit a member to inspect records of the club that relate to confidential, personal, employment, commercial or legal matters or where to do so may be prejudicial to the interests of the club.

Section 3  The board must on request make copies of this constitution  available to members free of charge.

Section 4 – A member may make a copy of any accounts, books, securities and any other relevant documents of the club.

Section 5  For purposes of this article—

“relevant documents “means the records and other documents, however compiled, recorded or stored, that relate to the incorporation and management of the club and includes the following—

  • its membership records;
  • its financial statements;

(c)     its financial records;

(d)     records and documents relating to transactions, dealings, business or property of the club.

SIGNED BY THE PRESIDENT FOR THE PURPOSES OF IDENTIFICATION  …………………………….