Constitution

Constitution of Southlakes U3A
Incorporated
  18th December 2015

1. NAME

a) The name of the Association shall be Southlakes U3A Incorporated (referred to in these rules as “the Association”).

2. OBJECTS

The objects of the Association shall be:

a) To provide programs of learning, social contact and enjoyment for mature age people in partial or complete retirement.

b) To deliver these programs through a voluntary, self-help community.

c) To improve the quality of life of members.

d) To be a non-political, non-sectarian, and not for profit organisation.

 3. MEMBERSHIP

a) Membership is open to any person who accepts the objects and rules of the Association.

b) Individuals wishing to become members of the Association shall submit an application form together with the relevant fee.

c) Membership fees are to be determined by the Management Committee.

d) A register of members shall be kept by the Association showing the name, address, contact phone number, and email address (if provided) and date of commencement of membership for each member. Provision for noting the date of cessation of membership shall also be contained in the register.

e) Membership shall cease upon resignation, termination, or failure to pay outstanding membership fees.

f) Membership fees shall be payable annually and due on such date as is determined by the Management Committee.

g) The Financial year of the Association shall run from 1 November to 31 October the following year.

h), On the recommendation of the Management Committee, a general meeting of the Association may award Honorary Life Membership to any member who has given outstanding service to the Association. Honorary Life Members shall have voting rights and be eligible to be elected to committees of the Association.

i) The Management Committee may accept as Associate Members, on an annual basis, persons who are willing to be course leaders, but who do not wish to become financial members of Southlakes U3A. Associate members shall have no voting rights nor be eligible for election to the Management Committee, nor will they be eligible to attend other courses run by Southlakes U3A.

j) Membership entitlements are not transferable to another person.

4. MEMBERS’ LIABILITY

The liability of a member of the Association is limited to the amount of their unpaid membership fees.

 5. DISCIPLINING OF MEMBERS

a) A member may have his or her membership terminated by the Management Committee if their conduct is deemed detrimental to the best interests of the Association.

b) A member has the right to appeal a decision terminating their membership.

c) The appeal will be made through the Mediation Officer who will liaise with the Management Committee for final resolution.

d) The Mediation Officer will mediate any conflict or concerns of members or course leaders.

 6. MANAGEMENT COMMITTEE

a) The Association shall have its affairs controlled and managed by the office bearers and ordinary committee members known as the Management Committee.

b) The Committee shall consist of the Office Bearers and eight or more other Committee Members, all of whom shall be financial members.  The Office Bearers shall be the President, Vice President, Course Coordinator, Secretary and Treasurer.

c) The office bearers shall be elected at each Annual General Meeting.  A member appointed by the Management Committee as required, may fill a casual vacancy occurring among the office bearers, or an additional position.

d) Each member of the Management Committee shall hold office from the date of their election or appointment until the next Annual General Meeting.

e) Retiring members may be eligible for re-election.  All Office Bearers may only hold any particular office for a maximum of three consecutive years.

f) The Management Committee shall meet as often as necessary to conduct the business of the Association.

g) Any five members of the Committee constitutes a quorum for the transaction of the business of a Committee Meeting, provided all Committee members have been notified.  Of that five, at least two
shall be Office Bearers.

h) Notice of Management Committee meetings shall be given at the previous meeting or by such other means as the Management Committee may decide.

i) A member of the Management Committee shall cease to hold office upon resignation in writing or absence from three successive Management Committee meetings without valid reason.

j) The Management Committee may function validly provided its number is not reduced below the quorum. Should Management Committee numbers fall below the quorum the remaining Management Committee members may not act until a general meeting has appointed new members to the Management Committee.

k) Questions arising at any meeting of the Management Committee shall be determined by a majority of votes of those present. In case of an equality of votes the person appointed to chair the meeting shall have a second or casting vote.

l) If within half an hour of the time appointed for a Management Committee meeting a quorum is not present the meeting shall be dissolved.

m) Additional meetings of the Management Committee may be convened by the President or any two members of the Management Committee.

7. GENERAL MEETINGS

a) An Annual General Meeting of the Association shall be held each year within 3 months from the end of the Association’s financial year.

b) The Management Committee may, whenever it thinks fit, convene a general meeting of the Association.

c) At least 7 days’ notice of all general meetings and notices of motion shall be given to members. In the case of general meetings where a special resolution is to be proposed, notice of the resolution shall be given to members at least 21 days before the meeting.

d) In the case of the Annual General Meeting the following business shall be transacted: –

i) confirmation of the minutes of the last Annual General Meeting.

ii) receipt of the Management Committee’s report upon the activities of the Association
in the last financial year;

iii) receipt and consideration of an independently audited statement from the Management
Committee
which is not misleading and gives a true and fair view for the last financial year of
the Association’s
income and expenditure, and assets and liabilities

 iv) election of office bearers and ordinary members of the Management Committee.

e) A quorum at a General Meeting shall be 10% of the financial members of the Association present or voting by proxy.

f) Upon any question arising at a general meeting of the Association a member has one vote only. Non-financial members may not vote.

g) Voting at all general meetings shall be by a show of hands unless a secret ballot is requested. Decisions shall be made by a simple majority vote except for those matters that must be decided by special resolution where a three quarters majority is required.

h) In the case of an equality of votes the person appointed to chair the general meeting shall have a second or casting vote.

i) Nominations of candidates for election as office bearers of the Association:

i) shall be made in writing, signed by two members of the Association and accompanied
by the written consent of the candidate (which may be endorsed on the form of
nomination) and

ii) shall be delivered to the Secretary of the Association not less than 7 days before
the date fixed for the holding of the Annual General Meeting at which the
election is to take place.

j) Notice of all general meetings shall be given to members electronically or by
post.
 

8. OFFICE BEARERS

a) The President shall be appointed to act as chairperson at each general meeting and Management Committee meeting of the Association.

b) If the President is absent from a meeting one of the attending office bearers is to act as chairperson.

c) The Secretary shall ensure that records of the business of the Association including the rules, register of members, minutes of all general and Management Committee meetings and a file of correspondence are kept. These records, with the exception of the Register of Members, shall be available for inspection by any member and shall be held in the custody of the Secretary.

d) The Treasurer shall ensure that all money received by the Association is paid into an account in the Association’s name. Payments shall be made through a petty cash system or by cheque signed by two signatories authorised by the Management Committee. Expenditures over $50 shall be authorised in advance by the Management Committee or a general meeting.

e) The Treasurer shall ensure that correct books and accounts are kept showing the financial affairs of the Association. These records shall be available for inspection by any member and shall be held in the custody of the Treasurer.

9. SUB-COMMITTEES

 a) The Management Committee may appoint sub-committees to deal with special needs as and when they arise. Sub-committees shall include at least one member of the Management Committee
and such other members of the Association as is thought fit.

b) Sub-committees shall be responsible and accountable to the Management Committee and shall report on their activities at an agreed Management Committee meeting.

c) Sub-committees shall not enter into any contractual or other legal obligation on behalf of the Association without prior written authority from the Management Committee.

d) The Secretary shall note in the minutes appointing a sub-committee, the authority and tasks assigned to that sub-committee. The Management Committee may revoke any such appointment at a later date.

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

 

10. SPECIAL RESOLUTIONS

 a) A special resolution must be passed by a general meeting of the Association to effect the following changes:

  1.  a change of the Association’s name
  2. a change of the Association’s rules
  3.  a change of the Association’s objects
  4. an amalgamation with another incorporated Association;
  5. to voluntarily wind up the Association and distribute its property

b) A special resolution shall be passed in the following manner:

i) a notice must be sent to all
members advising that a general meeting is to be held to consider a special
resolution;

ii) the notice must give details of
the proposed special resolution and give at least 21 days’ notice of the
meeting;

iii) a quorum must be present at the meeting;

iv) at least three-quarters of those present must vote in favour of the resolution.

v) in situations where it is not
possible or practicable for a resolution to be passed as described above, a
request may be made to the relevant state government authority or authorities
as prescribed by law for permission to pass the resolution in some other way.
 

11. PROXY VOTING

(a)  A financial member of the Association who is unable to attend a General, or Annual General Meeting, may grant one proxy in writing to one other financial member of the Association. The proxy form (see Appendix 1) must state:

       (i)     the name and address of the member granting the proxy;

(ii)  the name and address of the member to whom the proxy is granted; and

(iii)  the meeting, date, or adjourned or postponed date for which the proxy is valid.

(b) A member of the Association may hold only one proxy, but may exercise the proxy on any issue which is to be determined by vote during the meeting for which the proxy is valid.

(c)  All proxies shall be in the hands of the Secretary before the commencement of the meeting for which they are valid. At the conclusion of the meeting, all proxies shall be destroyed immediately by the Secretary or Returning Officer.

 

12. PUBLIC OFFICER

 a) The Management Committee shall ensure that a person is appointed as Public Officer.

 b) The Management Committee may at any time replace the Public Officer provided the person appointed is 18 years of age or older and a resident of New South Wales.

 c) The Public Officer is required to notify the NSW Department of Fair Trading the following:

i) appointment (within 14 days)

ii) a change of official address (within 28 days)

iii) a change in the Association’s objects or rules (within one month)

iv) summary of the Association’s financial affairs (within one month after the Annual General Meeting)

v) a change in the Association’s name (within one month)

d) The Public Officer may be an office bearer, Management Committee member, or any other member regarded as suitable for the position by the Management Committee.

 

13. MISCELLANEOUS

 a) The Association shall effect and maintain insurance as is required under the Associations Incorporation Act together with any other insurance that may be required by law or regarded as necessary by the Association.

b) The funds of the Association shall be derived from the fees of members, donations, grants and such other sources approved by the Association.

c) The Common Seal of the Association shall be kept in the custody of the Secretary and shall only be affixed to a document with the approval of the Management Committee. The signatures of one office bearer and one other member of the Management Committee shall witness the stamping of the Common Seal.

d) The Association may at any time pass a special resolution determining how any surplus property is to be distributed in the event that the Association should be wound up. The distribution of surplus property shall be in accordance with section 53 of the Associations Incorporation Act 1984.

e) Service of documents on the Association is effected by serving them on the Public Officer

f) Notices sent by post by the Association shall be deemed to have been received four days after the date of posting.

g) No member of the Management Committee shall receive payment for service to the Association. The Management Committee shall give no remuneration or other financial benefit to any member of the Association except election to Honorary Life Membership, or reimbursement of approved out-of-pocket expenses

h) Money lent to the Association will be interest free.

i) No member, associate member or honorary life member is to use the Association to promote products or services for gain.

 

NOTES: Amendments to the Constitution passed at AGM 01/12/2015 and accepted by NSW
Fair Trading 18/12/2015