(3) The provisions of the Interpretation Act 1987 apply to and in respect of this constitution in the same manner as those provisions would so apply if this constitution were an instrument made under the Act.

Part 2 - Membership

2. Membership generally

(a) people with an interest in the aims of the Society, and entities that apply for affiliated membership, and

(b) the person or entity has applied and been approved for membership of the Society in accordance with clause 3.

(2) A person or affiliated entity is a member of the Society if their name appears on the membership register as a financial member.

3. Application for membership

(1) An application for membership of the Society must be made in writing and must be lodged with the secretary of the Society.

(2) As soon as practicable after receiving a nomination for membership, the secretary must refer the nomination to the committee which is to determine whether to approve or to reject the nomination.

(3) As soon as practicable after the committee makes that determination, the secretary must notify the nominee, in writing, that the committee approved or rejected the nomination and if the committee approved the nomination, request the applicant to pay within the period of 28 days after receipt by the applicant of the notification the sum payable under this constitution by a member as entrance fee and annual subscription.

(4) The secretary must, on payment by the applicant of the amounts referred to in subclause (3) and prior to the next general meeting enter the applicant’s name in the register of members and, on the name being so entered, the applicant becomes a member of the Society.

4. Cessation of membership

(d) the member fails to pay the annual membership fee under clause 8 (2) within 3 months after the fee is due.

5. Membership entitlements not transferable

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

(a) is not capable of being transferred or transmitted to another person unless approved otherwise by the Committee, and

6. Resignation of membership

(1) A member of the Society may resign from membership of the Society by giving to the secretary written notice of the member’s intention to resign and the member ceases to be a member.

(2) If a member of the Society ceases to be a member the secretary must make an appropriate entry in the register of members recording the date on which the member ceased to be a member.

7. Register of members

(1) The Society must establish and maintain a register of members of the Society specifying the name and postal or residential address of each person who is a member of the Society together with the date on which the person became a member.

(3) The register of members must be open for inspection, free of charge, by any member of the Society at the next meeting after request to inspect is made.

(4) A member of the Society may obtain a copy of any part of the register on payment of a fee of not more than $5 for each page copied.

(5) If a member requests that any information contained on the register about the member (other than the member’s name) not be available for inspection, that information must not be made available for inspection.

(6) A member must not use information about a person obtained from the register to contact or send material to the person, other than for the purposes of sending the person a newsletter, a notice in respect of a meeting or other event relating to the Society or other material relating to the Society, or any other purpose necessary to comply with a requirement of the Act or the Regulation.

8. Fees and subscriptions

(1) A member of the Society must, on admission to membership, pay to the Society an amount determined by the members.

(2) In addition to any amount payable by the member under subclause (1), a member of the Society must pay to the Society an annual membership fee of an amount determined by the members:

(a) except as provided by paragraph (b), before 1 January in each calendar year, or

(b) if the member becomes a member on or after 1 January in any calendar year, on becoming a member and before 1 January in each succeeding calendar year.

9. Members’ liabilities

The liability of a member of the Society to contribute towards the payment of the debts and liabilities of the Society or the costs, charges and expenses of the winding up of the Society is limited to the amount, if any, unpaid by the member in respect of membership of the Society as required by clause 8.

10. Resolution of disputes

(1) A dispute between a member and another member (in their capacity as members) of the Society, or a dispute between a member or members and the Society, is to be referred to the committee for resolution. If the committee cannot resolve the dispute, it is to be referred to a community justice centre for mediation under the Community Justice Centres Act 1983.

(2) If a dispute is not resolved by mediation within 3 months of the referral to a community justice centre, the dispute is to be referred to arbitration.

11. Disciplining of members

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

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

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

(a) must cause notice of the complaint to be served on the member concerned, and

(b) must give the member until the next general meeting after the time the notice is served within which to make submissions to the committee in connection with the complaint, and

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

(5) If the committee expels or suspends a member, the secretary must, within 7 days after the action is taken, cause written notice to be given to the member of the action taken, of the reasons given by the committee for having taken that action and of the member’s right of appeal under clause 12.

(a) until the expiration of the period within which the member is entitled to appeal against the resolution concerned, or

(b) if within that period the member exercises the right of appeal, unless and until the Society confirms the resolution under clause 12, whichever is the later.

12. Right of appeal of disciplined member

(1) A member may appeal to the Society in general meeting against a resolution of the committee under clause 11, by speaking at the next general meeting.

(a) the committee and the member must be given the opportunity to state their respective cases orally or in writing, or both, and

(b) the members present are to vote on the question of whether the resolution should be confirmed or revoked.

(3) The appeal is to be determined by a simple majority of votes cast by members of the Society present at the general meeting of the Society.

Part 3 - The committee

13. Powers of the committee

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

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

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

14. Composition and membership of committee

(1) The committee is to consist of the following office-bearers of the Society: the president, the treasurer, the secretary and the editor.

(3) Each member of the committee is, subject to this constitution, to hold office until the conclusion of the annual general meeting following the date of the member’s election, but is eligible for re-election.

15. Election of committee members

(1) Nominations of candidates for election as office-bearers of the Society must be made verbally at the annual general meeting.

(2) If insufficient nominations are received to fill all vacancies, the candidates nominated are taken to be elected.

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

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

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

(6) The ballot for the election of office-bearers is to be conducted at the annual general meeting in such usual and proper manner as the committee may direct.

(7) A person nominated as a candidate for election as an office-bearer of the Society must be a financial member of the Society.

16. Secretary

(b) the names of members of the committee present at a committee meeting or a general meeting, and

(2) Minutes of proceedings at a meeting must be read to the members at the next general meeting and accepted by vote by the members present at that meeting.

17. Treasurer

It is the duty of the treasurer of the Society to use their best endeavours to ensure:

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

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

18. Removal of committee members

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

(2) If a member of the committee to whom a proposed resolution referred to in subclause (1) relates makes representations in writing to the secretary or president (not exceeding a reasonable length) the member is entitled to require that the representations be read out at the meeting at which the resolution is considered.

19. Committee meetings and quorum

(1) The committee can meet as few or as many times in each period of 12 months at such place and time as the committee may determine.

(2) Oral or written notice of a meeting of the committee must be given by any member of the committee to each other member of the committee at least 48 hours (or such other period as may be unanimously agreed on by the members of the committee) before the time appointed for the holding of the meeting.

(3) Any 3 members of the committee constitute a quorum for the transaction of the business of a meeting of the committee.

(4) No business is to be transacted by the committee unless a quorum is present and if, within half an hour of the time appointed for the meeting, a quorum is not present, the meeting is to stand adjourned to a time and place to be agreed but not later than the next general meeting of the Society.

(5) If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting is to be dissolved.

(6) At a meeting of the committee the president or, in the president’s absence, the secretary is to preside.

20. Voting and decisions

(1) Questions arising at a meeting of the committee or of any sub-committee appointed by the committee are to be determined by a majority of the votes of members of the committee or sub-committee present at the meeting.

(2) Each member present at a meeting of the committee or of any sub-committee appointed by the committee (including the person presiding at the meeting) is entitled to one vote but, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.

(3) Subject to clause 19(3), the committee may act despite any vacancy on the committee.

(4) Any act or thing done or suffered, or purporting to have been done or suffered, by the committee or by a sub-committee appointed by the committee, is valid and effectual despite any defect that may afterwards be discovered in the appointment or qualification of any member of the committee or sub-committee.

Part 4 - General meetings

21. General

(1) Notice of meetings is to be printed in the Society’s journal published preceding the date for the relevant meeting.

(2) The president or, in the president’s absence, the secretary or any other person elected by the members present is to preside as chairperson at each meeting of the Society.

22. Annual general meetings

(1) The Society must hold its annual general meetings within 6 months after the close of the Society’s financial year and subject to the Act and to clause 22, to be convened on such date and at such place and time as the committee thinks fit.

(2) Any business may be transacted at an annual general meeting, but it must include the following:

(a) to confirm the minutes of the last preceding annual general meeting and of any special general meeting held since that meeting,

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

(d) to receive and consider any financial statement or report required to be submitted to members under the Act.

23. General meetings

(1) The Society must hold at least 3 general meetings within each calendar year convened on such date and at such place and time as the committee thinks fit.

(2) Any business may be transacted at a general meeting, but it must include the following:

(b) to receive from the committee reports on the activities of the Society since the last preceding general meeting.

(4) The chairperson of a general meeting at which a quorum is present may, with the consent of the majority of members present at the meeting, adjourn the meeting until the next general meeting.

24. Quorum for meetings

(1) No item of business is to be transacted at a meeting unless a quorum of five financial members entitled under this constitution to vote is present during the time the meeting is considering that item.

(3) If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting is to stand adjourned until the next general meeting.

(4) If at the next meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being at least 3) are to constitute a quorum.

25. Making of decisions

(1) A question arising at a meeting of the Society is to be determined by a show of hands.

(2) A declaration by the chairperson that a resolution has been carried or lost, or an entry to that effect in the minute book of the Society, is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution.

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

26. Voting

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

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

(3) A member is not entitled to vote at any general meeting of the Society unless all money due and payable by the member to the Society has been paid.

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

(6) Postal or absentee ballots will not be accepted at or in respect of any meeting.

Part 5 - Miscellaneous

27. Insurance

28. Funds - source

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

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

(3) The Society must, as soon as practicable after receiving any money, issue an appropriate receipt.

29. Funds - management

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

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

30. Change of name, objects and constitution

An application to the Director-General for registration of a change in the Society’s name or constitution in accordance with section 10 of the Act is to be made by the public officer or a committee member.

31. Custody of books

Except as otherwise provided by this constitution, the public officer must keep in his or her custody or under his or her control all records, books and other documents relating to the Society.

32. Inspection of books

(1) The following documents must be open to inspection, free of charge, by a member of the Society at the next meeting after request to inspect is made:

(2) A member of the Society may obtain a copy of any of the documents referred to in subclause (1) on payment of a fee of not more than $5 for each page copied.

33. Service of notices

(1) For the purpose of this constitution, a notice may be served on or given to a person:

(c) by sending it by facsimile transmission or some other form of electronic transmission to an address specified by the person for giving or serving the notice.

(2) For the purpose of this constitution, a notice is taken, unless the contrary is proved, to have been given or served:

(a) in the case of a notice given or served personally, on the date on which it is received by the addressee, and

(b) in the case of a notice sent by pre-paid post, on the date when it would have been delivered in the ordinary course of post, and

(c) in the case of a notice sent by facsimile transmission or some other form of electronic transmission, on the date it was sent or, if the machine from which the transmission was sent produces a report indicating that the notice was sent on a later date, on that date.

34. Financial year

The financial year of the Society is the period of time commencing on 1 January and ending on the following 31 December.

35. Voluntary cancellation

(1) The Society can be voluntarily wound up by passing of a special resolution, which will read:

“That the Australian Society of the Lacemakers of Calais Inc. be wound up and its assets forwarded to the Society of Australian Genealogists if approved by the Director-General.”

(2) If the special resolution to wind up the Society is passed, then an application to the Director-General to wind up the Society is to be made by the public officer or a committee member within 28 days of the date of the vote.

(3) After approval of the distribution of assets by the Director-General, the public officer is to complete the winding up process according to the requirements of the Director-General.

36. Remuneration

(1) No member of the Society shall receive remuneration (payment) for any services other than as payment of expenses incurred on behalf of the Society. In this event, receipt(s) must be tendered for any expenses exceeding $10.

Appendix 1 re (Clause 3 (1))

Application for membership of

Australian Society of the Lacemakers of Calais Inc.

I, ....................................................................................................................................

of ...................................................................................................................................

hereby apply to become a member of the above named incorporated association. In the event of my admission as a member, I agree to be bound by the constitution of the Society for the time being in force.

................................................................. ..................………....................................
Signature of applicant Date

Lacemaker family ………………………………………………………………………………...........................................

Ship (if known) ………………………………………………………………………………….............................................

Telephone Number...........................................................................................................

Email address..................................................................................................................


	Australian Society of the Lacemakers of Calais Inc.

	Home About History Meetings Ships Publications Join References Contact Us	CONSTITUTION Australian Society of the Lacemakers of Calais Inc. CONSTITUTION Under the Associations Incorporation Act 2009 The constitution of an incorporated association forms the structure within which the association operates. The constitution of the Australian Society of the Lacemakers of Calais Inc. is based on the model constitution developed by NSW Fair Trading and covers the matters required by law but it has been modified to suit the requirements of the Society. The constitution which follows was accepted unanimously by the members in attendance at the Annual General Meeting held on 16 February 2013. Contents Under the Associations Incorporation Act 2009. Contents. Part 1 - Preliminary. 1. Definitions. Part 2 - Membership. 2. Membership generally. 3. Application for membership. 4. Cessation of membership. 5. Membership entitlements not transferable. 6. Resignation of membership. 7. Register of members. 8. Fees and subscriptions. 9. Members’ liabilities. 10. Resolution of disputes. 11. Disciplining of members. 12. Right of appeal of disciplined member Part 3 - The committee. 13. Powers of the committee. 14. Composition and membership of committee. 15. Election of committee members. 16. Secretary. 17. Treasurer 18. Removal of committee members. 19. Committee meetings and quorum. 20. Voting and decisions. Part 4 - General meetings. 21. General 22. Annual general meetings. 23. General meetings. 24. Quorum for meetings. 25. Making of decisions. 26. Voting. Part 5 - Miscellaneous. 27. Insurance. 28. Funds - source. 29. Funds - management 30. Change of name, objects and constitution. 31. Custody of books. 32. Inspection of books. 33. Service of notices. 34. Financial year 35. Voluntary cancellation. 36. Remuneration. Appendix 1 Application for membership of association. Part 1 - Preliminary 1. Definitions (1) In this constitution: *Director-General* means the Director-General of the Department of Services, Technology and Administration. *secretary* means: (a) the person holding office under this constitution as secretary of the Society, or (b) if no such person holds that office - the public officer of the Society. *general meeting* means a meeting of the Society other than an annual general meeting. *the Act* means the Associations Incorporation Act 2009. *the Regulation* means the Associations Incorporation Regulation 2010. *the Society* means the Australian Society of the Lacemakers of Calais Inc. *treasurer* means: (a) the person holding office under this constitution as treasurer of the Society, or (b) if no such person holds that office - the public officer of the Society. (2) In this constitution: (a) a reference to a function includes a reference to a power, authority and duty, and (b) a reference to the exercise of a function includes, if the function is a duty, a reference to the performance of the duty. (3) The provisions of the Interpretation Act 1987 apply to and in respect of this constitution in the same manner as those provisions would so apply if this constitution were an instrument made under the Act. Part 2 - Membership 2. Membership generally (1) Membership is open to: (a) people with an interest in the aims of the Society, and entities that apply for affiliated membership, and (b) the person or entity has applied and been approved for membership of the Society in accordance with clause 3. (2) A person or affiliated entity is a member of the Society if their name appears on the membership register as a financial member. 3. Application for membership (1) An application for membership of the Society must be made in writing and must be lodged with the secretary of the Society. (2) As soon as practicable after receiving a nomination for membership, the secretary must refer the nomination to the committee which is to determine whether to approve or to reject the nomination. (3) As soon as practicable after the committee makes that determination, the secretary must notify the nominee, in writing, that the committee approved or rejected the nomination and if the committee approved the nomination, request the applicant to pay within the period of 28 days after receipt by the applicant of the notification the sum payable under this constitution by a member as entrance fee and annual subscription. (4) The secretary must, on payment by the applicant of the amounts referred to in subclause (3) and prior to the next general meeting enter the applicant’s name in the register of members and, on the name being so entered, the applicant becomes a member of the Society. 4. Cessation of membership A member ceases to be a member of the Society if: (a) the person dies, or (b) the member resigns membership, or (c) the member is expelled from the Society, or (d) the member fails to pay the annual membership fee under clause 8 (2) within 3 months after the fee is due. 5. Membership entitlements not transferable A right, privilege or obligation which a person has by reason of being a member of the Society: (a) is not capable of being transferred or transmitted to another person unless approved otherwise by the Committee, and (b) terminates on cessation of the person’s membership. 6. Resignation of membership (1) A member of the Society may resign from membership of the Society by giving to the secretary written notice of the member’s intention to resign and the member ceases to be a member. (2) If a member of the Society ceases to be a member the secretary must make an appropriate entry in the register of members recording the date on which the member ceased to be a member. 7. Register of members (1) The Society must establish and maintain a register of members of the Society specifying the name and postal or residential address of each person who is a member of the Society together with the date on which the person became a member. (2) The register of members must be kept in New South Wales: (a) at the main premises of the Society, or (b) if the Society has no premises, at the Society’s official address. (3) The register of members must be open for inspection, free of charge, by any member of the Society at the next meeting after request to inspect is made. (4) A member of the Society may obtain a copy of any part of the register on payment of a fee of not more than $5 for each page copied. (5) If a member requests that any information contained on the register about the member (other than the member’s name) not be available for inspection, that information must not be made available for inspection. (6) A member must not use information about a person obtained from the register to contact or send material to the person, other than for the purposes of sending the person a newsletter, a notice in respect of a meeting or other event relating to the Society or other material relating to the Society, or any other purpose necessary to comply with a requirement of the Act or the Regulation. 8. Fees and subscriptions (1) A member of the Society must, on admission to membership, pay to the Society an amount determined by the members. (2) In addition to any amount payable by the member under subclause (1), a member of the Society must pay to the Society an annual membership fee of an amount determined by the members: (a) except as provided by paragraph (b), before 1 January in each calendar year, or (b) if the member becomes a member on or after 1 January in any calendar year, on becoming a member and before 1 January in each succeeding calendar year. 9. Members’ liabilities The liability of a member of the Society to contribute towards the payment of the debts and liabilities of the Society or the costs, charges and expenses of the winding up of the Society is limited to the amount, if any, unpaid by the member in respect of membership of the Society as required by clause 8. 10. Resolution of disputes (1) A dispute between a member and another member (in their capacity as members) of the Society, or a dispute between a member or members and the Society, is to be referred to the committee for resolution. If the committee cannot resolve the dispute, it is to be referred to a community justice centre for mediation under the Community Justice Centres Act 1983. (2) If a dispute is not resolved by mediation within 3 months of the referral to a community justice centre, the dispute is to be referred to arbitration. (3) The Commercial Arbitration Act 1984 applies to any such dispute referred to arbitration. 11. Disciplining of members (1) A complaint may be made to the committee by any person that a member of the Society: (a) has refused or neglected to comply with a provision or provisions of this constitution, or (b) has wilfully acted in a manner prejudicial to the interests of the Society. (2) The committee may refuse to deal with a complaint if it considers the complaint to be trivial or vexatious in nature. (3) If the committee decides to deal with the complaint, the committee: (a) must cause notice of the complaint to be served on the member concerned, and (b) must give the member until the next general meeting after the time the notice is served within which to make submissions to the committee in connection with the complaint, and (c) must take into consideration any submissions made by the member in connection with the complaint. (4) The committee may, by resolution, expel the member from the Society or suspend the member from membership of the Society if, after considering the complaint and any submissions made in connection with the complaint, it is satisfied that the facts alleged in the complaint have been proved and the expulsion or suspension is warranted in the circumstances. (5) If the committee expels or suspends a member, the secretary must, within 7 days after the action is taken, cause written notice to be given to the member of the action taken, of the reasons given by the committee for having taken that action and of the member’s right of appeal under clause 12. (6) The expulsion or suspension does not take effect: (a) until the expiration of the period within which the member is entitled to appeal against the resolution concerned, or (b) if within that period the member exercises the right of appeal, unless and until the Society confirms the resolution under clause 12, whichever is the later. 12. Right of appeal of disciplined member (1) A member may appeal to the Society in general meeting against a resolution of the committee under clause 11, by speaking at the next general meeting. (2) At a general meeting of the Society (a) the committee and the member must be given the opportunity to state their respective cases orally or in writing, or both, and (b) the members present are to vote on the question of whether the resolution should be confirmed or revoked. (3) The appeal is to be determined by a simple majority of votes cast by members of the Society present at the general meeting of the Society. Part 3 - The committee 13. Powers of the committee Subject to the Act, the Regulation and this constitution and to any resolution passed by the Society in general meeting, the committee: (a) is to control and manage the affairs of the Society, and (b) may exercise all such functions as may be exercised by the Society, other than those functions that are required by this constitution to be exercised by a general meeting of members of the Society, and (c) has power to perform all such acts and do all such things as appear to the committee to be necessary or desirable for the proper management of the affairs of the Society. 14. Composition and membership of committee (1) The committee is to consist of the following office-bearers of the Society: the president, the treasurer, the secretary and the editor. (2) The minimum number of committee members is to be 3. (3) Each member of the committee is, subject to this constitution, to hold office until the conclusion of the annual general meeting following the date of the member’s election, but is eligible for re-election. 15. Election of committee members (1) Nominations of candidates for election as office-bearers of the Society must be made verbally at the annual general meeting. (2) If insufficient nominations are received to fill all vacancies, the candidates nominated are taken to be elected. (3) If insufficient further nominations are received, any vacant positions remaining are taken to be casual vacancies. (4) If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated are taken to be elected. (5) If the number of nominations received exceeds the number of vacancies to be filled, a ballot is to be held. (6) The ballot for the election of office-bearers is to be conducted at the annual general meeting in such usual and proper manner as the committee may direct. (7) A person nominated as a candidate for election as an office-bearer of the Society must be a financial member of the Society. 16. Secretary (1) It is the duty of the secretary to keep minutes of: (a) all appointments of office-bearers, and (b) the names of members of the committee present at a committee meeting or a general meeting, and (c) all proceedings at committee meetings and general meetings. (2) Minutes of proceedings at a meeting must be read to the members at the next general meeting and accepted by vote by the members present at that meeting. 17. Treasurer It is the duty of the treasurer of the Society to use their best endeavours to ensure: (a) that all money due to the Society is collected and received and that all payments authorised by the Society are made, and (b) that correct books and accounts are kept showing the financial affairs of the Society, including full details of all receipts and expenditure connected with the activities of the Society. 18. Removal of committee members (1) The Society in general meeting may by resolution remove any member of the committee from the office of member before the expiration of the member’s term of office and may by resolution appoint another person to hold office until the expiration of the term of office of the member so removed. (2) If a member of the committee to whom a proposed resolution referred to in subclause (1) relates makes representations in writing to the secretary or president (not exceeding a reasonable length) the member is entitled to require that the representations be read out at the meeting at which the resolution is considered. 19. Committee meetings and quorum (1) The committee can meet as few or as many times in each period of 12 months at such place and time as the committee may determine. (2) Oral or written notice of a meeting of the committee must be given by any member of the committee to each other member of the committee at least 48 hours (or such other period as may be unanimously agreed on by the members of the committee) before the time appointed for the holding of the meeting. (3) Any 3 members of the committee constitute a quorum for the transaction of the business of a meeting of the committee. (4) No business is to be transacted by the committee unless a quorum is present and if, within half an hour of the time appointed for the meeting, a quorum is not present, the meeting is to stand adjourned to a time and place to be agreed but not later than the next general meeting of the Society. (5) If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting is to be dissolved. (6) At a meeting of the committee the president or, in the president’s absence, the secretary is to preside. 20. Voting and decisions (1) Questions arising at a meeting of the committee or of any sub-committee appointed by the committee are to be determined by a majority of the votes of members of the committee or sub-committee present at the meeting. (2) Each member present at a meeting of the committee or of any sub-committee appointed by the committee (including the person presiding at the meeting) is entitled to one vote but, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote. (3) Subject to clause 19(3), the committee may act despite any vacancy on the committee. (4) Any act or thing done or suffered, or purporting to have been done or suffered, by the committee or by a sub-committee appointed by the committee, is valid and effectual despite any defect that may afterwards be discovered in the appointment or qualification of any member of the committee or sub-committee. Part 4 - General meetings 21. General (1) Notice of meetings is to be printed in the Society’s journal published preceding the date for the relevant meeting. (2) The president or, in the president’s absence, the secretary or any other person elected by the members present is to preside as chairperson at each meeting of the Society. 22. Annual general meetings (1) The Society must hold its annual general meetings within 6 months after the close of the Society’s financial year and subject to the Act and to clause 22, to be convened on such date and at such place and time as the committee thinks fit. (2) Any business may be transacted at an annual general meeting, but it must include the following: (a) to confirm the minutes of the last preceding annual general meeting and of any special general meeting held since that meeting, (b) to receive from the committee reports on the activities of the Society during the last preceding financial year, (c) to elect office-bearers of the Society, (d) to receive and consider any financial statement or report required to be submitted to members under the Act. (3) A member can bring any business before an annual general meeting. 23. General meetings (1) The Society must hold at least 3 general meetings within each calendar year convened on such date and at such place and time as the committee thinks fit. (2) Any business may be transacted at a general meeting, but it must include the following: (a) to confirm the minutes of the last preceding general meeting, (b) to receive from the committee reports on the activities of the Society since the last preceding general meeting. (3) A member can bring any business before a general meeting. (4) The chairperson of a general meeting at which a quorum is present may, with the consent of the majority of members present at the meeting, adjourn the meeting until the next general meeting. 24. Quorum for meetings (1) No item of business is to be transacted at a meeting unless a quorum of five financial members entitled under this constitution to vote is present during the time the meeting is considering that item. (3) If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting is to stand adjourned until the next general meeting. (4) If at the next meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being at least 3) are to constitute a quorum. 25. Making of decisions (1) A question arising at a meeting of the Society is to be determined by a show of hands. (2) A declaration by the chairperson that a resolution has been carried or lost, or an entry to that effect in the minute book of the Society, is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution. (3) A special resolution may only be passed by the Society in accordance with section 39 of the Act. 26. Voting (1) On any question arising at a general meeting of the Society a member has one vote only. (2) In the case of an equality of votes on a question at a general meeting, the chairperson of the meeting is entitled to exercise a second or casting vote. (3) A member is not entitled to vote at any general meeting of the Society unless all money due and payable by the member to the Society has been paid. (4) A member is not entitled to vote at any general meeting of the Society if the member is under 18 years of age. (5) Proxy voting will not be undertaken at or in respect of any meeting. (6) Postal or absentee ballots will not be accepted at or in respect of any meeting. Part 5 - Miscellaneous 27. Insurance The Society may effect and maintain insurance. 28. Funds - source (1) The funds of the Society are to be derived from entrance fees and annual subscriptions of members, donations and, subject to any resolution passed by the Society in general meeting, such other sources as the committee determines. (2) All money received by the Society must be deposited as soon as practicable and without deduction to the credit of the Society’s bank or other authorised deposit-taking institution account. (3) The Society must, as soon as practicable after receiving any money, issue an appropriate receipt. 29. Funds - management (1) Subject to any resolution passed by the Society in general meeting, the funds of the Society are to be used in pursuance of the aims of the Society in such manner as the committee determines. (2) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by any 2 members of the committee or employees of the Society, being office bearers authorised to do so by the committee. 30. Change of name, objects and constitution An application to the Director-General for registration of a change in the Society’s name or constitution in accordance with section 10 of the Act is to be made by the public officer or a committee member. 31. Custody of books Except as otherwise provided by this constitution, the public officer must keep in his or her custody or under his or her control all records, books and other documents relating to the Society. 32. Inspection of books (1) The following documents must be open to inspection, free of charge, by a member of the Society at the next meeting after request to inspect is made: (a) records, books and other financial documents of the Society, (b) this constitution, (c) minutes of all committee meetings and general meetings of the Society. (2) A member of the Society may obtain a copy of any of the documents referred to in subclause (1) on payment of a fee of not more than $5 for each page copied. 33. Service of notices (1) For the purpose of this constitution, a notice may be served on or given to a person: (a) by delivering it to the person personally, or (b) by sending it by pre-paid post to the address of the person, or (c) by sending it by facsimile transmission or some other form of electronic transmission to an address specified by the person for giving or serving the notice. (2) For the purpose of this constitution, a notice is taken, unless the contrary is proved, to have been given or served: (a) in the case of a notice given or served personally, on the date on which it is received by the addressee, and (b) in the case of a notice sent by pre-paid post, on the date when it would have been delivered in the ordinary course of post, and (c) in the case of a notice sent by facsimile transmission or some other form of electronic transmission, on the date it was sent or, if the machine from which the transmission was sent produces a report indicating that the notice was sent on a later date, on that date. 34. Financial year The financial year of the Society is the period of time commencing on 1 January and ending on the following 31 December. 35. Voluntary cancellation (1) The Society can be voluntarily wound up by passing of a special resolution, which will read: “That the Australian Society of the Lacemakers of Calais Inc. be wound up and its assets forwarded to the Society of Australian Genealogists if approved by the Director-General.” (2) If the special resolution to wind up the Society is passed, then an application to the Director-General to wind up the Society is to be made by the public officer or a committee member within 28 days of the date of the vote. (3) After approval of the distribution of assets by the Director-General, the public officer is to complete the winding up process according to the requirements of the Director-General. 36. Remuneration (1) No member of the Society shall receive remuneration (payment) for any services other than as payment of expenses incurred on behalf of the Society. In this event, receipt(s) must be tendered for any expenses exceeding $10. (2) No salary shall be paid to any officer of the Society. Appendix 1 re (Clause 3 (1)) Application for membership of Australian Society of the Lacemakers of Calais Inc. Incorporated under the Associations Incorporation Act 2009) I, .................................................................................................................................... [please print full name of applicant] of ................................................................................................................................... [postal address] hereby apply to become a member of the above named incorporated association. In the event of my admission as a member, I agree to be bound by the constitution of the Society for the time being in force. ................................................................. ..................……….................................... Signature of applicant Date Lacemaker family ………………………………………………………………………………........................................... Ship (if known) …………………………………………………………………………………............................................. Telephone Number........................................................................................................... Email address..................................................................................................................
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1. Definitions