- Part 1 – Preliminary and Objectives
- Part 2 – Membership
- Part 3 – The Committee
- Part 4 – General Meetings
- Part 5 – Miscellaneous
1. The name of the Association is “Property Owners’ Association of N.S.W. Inc.”
2. The registered office of the Association will be located in Sydney or at such other location in New South Wales as the Association may from time to time decide.
3. The objectives of the Association are:
a) To combine into an Association persons who own, control, manage or are otherwise concerned in real estate or property or in premises in which the whole or any part or parts thereof are let to or occupied by tenants, boarders, lodgers or similar occupants.
b) To promote goodwill and cooperative relationship between its members and people eligible for membership and with any persons, corporations or bodies whether government or otherwise, who are interested or concerned in any way in such properties or the administration of control thereof.
c) To represent the interests of the Association and of members and property owners generally in negotiations and discussions with Commonwealth, State, Local Government or other authorities as determined and at the discretion of the Committee of Management.
d) To establish local branches, sub-branches, committees or other bodies for the management of the affairs of the Association or any part thereof.
e) To collect by research, enquiry or otherwise and to diffuse or disseminate knowledge, information and instruction regarding all matters which are the concern or interest of members. Publish newsletters, articles or other material; hold or organise meetings, conferences, seminars or join with other organisations for holding such functions.
f) To acquire, establish, form, erect, construct, furnish, equip, alter, maintain and conduct a club, libraries, recreation, writing, reading or social rooms and amenities and all buildings, offices, fixtures, fittings, furniture, equipment, articles, materials and things which may be required for any such purposes.
g) To subscribe to any person, corporation or body to assist in furthering or enhancing the interests of the Association or its members.
4.1 In this Constitution, except in so far as the context or subject-matter otherwise indicated or requires:
“Committee” means the Committee of Management of the Association as constituted under sections 19 & 20 of the Constitution.
“ordinary Committee member” means a member of the Committee of Management who is not an office bearer of the Association, as referred to in section 20 of this Constitution.
a) the person holding office under this Constitution as secretary of the Association, or
b) where no such person holds that office, the public officer of the Association.
“Special General Meeting” means a general meeting of the Association other than an Annual General meeting;
“the Act” means the Associations Incorporation Act 1984.
“the Regulation” means the Associations Incorporation Regulation, 1985
4.2 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, where the function is a duty, a reference to the performance of the duty.
4.3 The provisions of the Interpretation Act 1897 apply to and in respect of this Constitution in the same manner as those provisions would apply if this Constitution were an instrument made under the Act.
5. Membership qualifications.
5.1 A person is qualified to be a member of the Association if, but only if:
a) the person is a person referred to in section 15 (1) (a) (b) or (c) of the Act and has not ceased to be a member of the Association at any time after incorporation of the Association under the Act, or
b) the person is the owner, manager or controller of property or holds an interest in the rental property industry and subscribes to the objects of the Association, as detailed in this Constitution, and
c) the person is a natural person who
(i) has been nominated for membership of the Association as provided by this Constitution, and
(ii) has been approved for membership of the Association by the Committee of management.
6. Nomination for membership.
6.1 A nomination of a person for membership of the Association –
a) shall be made by a member of the Association in writing in the form set out in Appendix 1 to this Constitution, and
b) shall be lodged with the secretary of the Association.
6.2 The application shall be accompanied by the necessary fees, as determined by the Committee of Management in conformity with this Constitution.
6.3 As soon as practicable after receiving a nominating for membership, the secretary shall refer the nomination to the Committee which shall determine whether to approve or to reject the nomination.
6.4 Where the Committee determines to approve a nomination for membership, the secretary shall, as soon as practicable after that determination, notify the nominee of that approval.
6.5 Where the application has been approved, the secretary shall enter the nominee’s name in the register of members and upon the name being so entered, the nominee becomes a member of the Association.
6.6 If the application for membership is rejected by the Committee, the secretary shall notify the applicant for membership and refund the fees enclosed with the application.
6.7 The decision of the Committee on membership applications is final and is not subject to any appeal.
7. Cessation of membership.
7.1 A person ceases to be a member of the Association if the person
- resigns that membership
- is expelled from the Association
- becomes unfinancial
8. Membership entitlements not transferable.
8.1 A right, privilege or obligation which a person has by reason of being a member of the Association –
a) is not capable of being transferred or transmitted to another person, and
b) terminates upon cessation of the person’s membership.
9. Resignation of membership.
9.1 A member of the Association is not entitled to resign that membership except in accordance with this Constitution.
9.2 A member of the Association who has paid all amounts payable by the member to the Association in respect of the member’s membership may resign from membership of the Association by first giving notice (being not less that 1 month or not less than such other period as the Committee may determine) in writing to the secretary of the member’s intention to resign and upon the expiration of the period of notice, the member ceases to be a member.
10. Register of Members.
10.1 The secretary of the Association shall establish and maintain a register of members of the Association specifying the name and address of such a person who is a member of the Association together with the date on which the person became a member.
10.2 The register of members shall be kept at the principal place of administration of the Association and shall be open for inspection, free of charge, by any member of the Association at any reasonable hour.
11. Fees, subscriptions, etc.
11.1 A member of the Association shall, upon admission to membership, pay to the Association a fee of $1.00 or such fee as the Committee of management shall decide.
11.2 In addition to any amount payable by the member under Clause (1), a member of the Association shall pay to the Association an annual membership fee of $16 or, an amount from time to time determined by the Committee of Management.
11.3 The Association’s financial year is the calendar year. All membership fees shall be due as from 1st January of each year.
12. Unfinancial members.
12 A member who has failed to pay the membership fee within six months of it becoming due on the 1st January, shall be notified by the Secretary or Treasurer of this fact. A member who fails to pay the outstanding dues within one calendar month of the date of the notice of the outstanding dues, shall automatically forfeit membership of the Association and shall be removed from the list of members without further notice as directed by the Committee of Management.
13. Members’ liabilities.
13 The liability of a member of the Association to contribute towards the payment of the debts and liabilities of the Association or the costs, charges and expenses of the winding up of the Association is limited to the amount, if any, unpaid by the member in respect of membership or the Association as required by para II.
14. Members of other Associations.
14.1.1 The Association may admit all or any of the members of any other Association, league or organisation in any State of States of the Commonwealth with objects and eligibility for membership similar to those of the Association, to membership of the Association.
15. Honorary or Life Membership.
15.1 Any person who has rendered such service as would, in the opinion of the Association, entitle that person to the distinction, or any other person upon whom the Association desires to confer such distinction because of special knowledge and experience or interest in the objects of the Association, may be admitted by resolution of the Association as an Honorary Member of the Association for the person’s lifetime or for a fixed period. In the case of a member being admitted as an Honorary Member, such member shall retain the status, rights, privileges and obligations as a member, save and except that such an Honorary Member shall no longer be required to pay an annual subscription or levy.
15.2 In the case of a person, other than a member being admitted as an Honorary Member shall enjoy and assume all rights, privileges and obligations of a member, including attending general meetings of the Association, but shall not be entitled to vote thereat, nor hold any office. Such Honorary Member shall not be required to pay any annual subscription or levy.
16. Corporate members.
33.3.1 Companies, or corporate bodies, which agree to subscribe to the objects of the Association, may apply to join the association as corporate members. The application for corporate members. The application for corporate membership is to be submitted, as prescribed in Appendix I and is subject to the approval of the Committee of Management. A corporate member may be any member so determined by the Committee of Management. The joining fees and annual subscriptions payable by corporate members shall be as from time to time determined by the Committee of Management. Each corporate member may nominate its representative who may then attend meetings of the Association and exercise the right to vote – one vote – on behalf of the corporate member. The provisions of sections 7, 8, 9, 10, 12 and 13 of this Constitution shall equally apply to corporate members and their terms of membership.
17 Disciplining of members.
17.1 Where the Committee is of the opinion that a member of the Association –
a) has persistently refused or neglected to comply with a provision or provisions of this Constitution, or
b) has persistently and wilfully acted in a manner prejudicial to the interests of the Association, the Committee may, by resolution –
a) expel the member of the Association, or
b) suspend the member from the membership of the Association for a specified period.
17.2 A resolution of the Committee under clause (1) is of no effect unless the Committee, at a meeting held not earlier than 14 days and not later than 28 days after service on the member of a notice under clause (3), confirms the resolution in accordance with this Constitution.
17.3 Where the Committee passes a resolution under clause I1), the secretary shall, as soon as practicable, cause a notice in writing to be served on the member –
a) setting out the resolution of the Committee and the grounds on which it is based;
b) stating that the member may address the Committee at a meeting to be held not earlier than 14 days and not later than 28 days after service of the notice;
c) stating the date, place and time of that meeting; and
d) informing the member that the member may do either or both of the following: –
(i) attend and speak at the meeting;
(ii) submit to the Committee at or Prior to the date of that meeting written representations relating to the resolution.
17.4 At a meeting of the Committee held as referred to in clause (3), the Committee shall –
a) give to the member an opportunity to make oral representations;
b) give due consideration to any written representation submitted to the Committee by the member at or prior to the meeting and
c) by resolution determine whether to confirm or to revoke the resolution.
17.5 Where the Committee confirms a resolution under clause (4), the secretary shall, within 7 days after that confirmation, by notice in writing inform the member of the fact and of the member’s right of appeal under Section 18.
17.6 A resolution confirmed by the Committee under clause (4) does not take effect
a) until the expiration of the period within which the member is entitled to appeal against the resolution where the member does not exercise the right of appeal within that period; or
b) where within that period the member exercises the right of appeal, unless and until the Association confirms the resolution pursuant to Section 19 (4).
18 Rights of appeal of disciplined member.
18.1 A member may appeal to the Association in general meeting against a resolution of the Committee which is confirmed under Section 17 (4), within 7 days after notice of the resolution is served on the member, by lodging with the secretary a notice to that effect.
18.2 Upon receipt of a notice from a member under clause (1), the secretary shall notify the Committee which shall convene a general meeting of the Association to be held within 21 days after the date on which the secretary received the notice.
18.3 At a general meeting of the Association convened under clause (2) –
a) no business other than the question of the appeal shall be transacted;
b) the Committee and the member shall be given the opportunity to state their respective cases orally or in writing, or both; and
c) the members present shall vote by secret ballot on the question of whether the resolution should be confirmed or revoked.
18.4 If at the general meeting the Association passes a special resolution in favour of the confirmation of the resolution, the resolution is confirmed.
19 Powers, etc., of the Committee
19.1 The Committee shall be called the Committee of management of the Association and subject to the Act, the Regulations and this constitution and to any resolution passed by the Association in general meeting –
a) shall control and manage the affairs of the Association;
b) may exercise all such functions as may be exercised by the Association other than those functions that are required by this to be exercised by a general meeting of members of the Association; and
c) has power to perform all such acts and do all such things as appear to the Committee to be necessary or desirable for the proper management of affairs of the Association.
20 Committee and membership.
20.1 Subject in the case of the first members of the Committee to section 21 of the Act, the Committee shall consist of –
a) the office-bearers of the Association; and
b) 5 ordinary Committee members, each of whom shall be elected at the annual general meeting of the Association pursuant to section 21.
20.2 The office-bearers of the Association shall be –
a) the president;
b) two vice-presidents;
c) the treasurer, and
d) the secretary.
20.3 Each member of the Committee shall be subject to this Constitution, hold office until the conclusion of the annual general meeting following the date of the member’s election, but is eligible for re-election.
20.4 In the event of a casual vacancy occurring in the membership of the Committee, the Committee may appoint a member of the Association to fill the vacancy and the member so appointed shall hold office, subject to the Constitution, until the conclusion of the annual general meeting next following the date of the appointment.
20.5 The Committee may at its discretion co-opt additional members to the Committee, not exceeding four in number at any one time. Such co-opted Committee members may hold appointment for a specific period or for a specific task. The appointment of co-opted Committee members is automatically terminated at the commencement of the next annual general meeting of the Association.
21 Election of members.
21.1 Nomination of candidates for election as office-bearers of the Association or as ordinary members of the committee –
a) shall be made in writing signed by 2 members of the Association and accompanied by the written consent of the candidate (which may be endorsed on the form of the nomination); and
b) shall be delivered to the secretary of the Association not less than 14 days before the date fixed for the holding of the annual general meeting at which the election is to take place.
21.2 If insufficient nominations are received to fill all vacancies on the Committee, the candidates nominated shall be deemed to be elected and further nominations shall be received at the annual general meeting.
21.3 If insufficient further nominations are received, any vacant positions remaining on the Committee shall be deemed to be casual vacancies.
21.4 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.
21.5 If the number of nominations received exceeds the number of vacancies to be filled, a ballot shall be held.
21.6 The ballot for the election of office-bearers and ordinary members of the Committee shall be conducted at the annual general meeting in such usual and proper manner as the committee may direct.
22 Liability of members of the Committee of Management.
22.1.1 No office bearer of member of the Committee of Management or other officer of the Association shall be liable for the acts, receipts, neglect or defaults of any other office bearer, member of Committee of Management or officer or for joining in any other receipt or other act for conformity or for any loss or expense happening to the association through the insufficiency of title to any property acquired by order of the Committee of management for or on behalf of the Association or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Association shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person with whom any moneys, securities or effects may be deposited or for any loss occasioned by any error of judgement or oversight on the part of that person or for any loss, damage or misfortune whatever which shall happen in the execution of the duties of that person in relation thereto, unless the same happen through that person’s own negligence, default, breach of duty or breach of trust. No office bearer or member of the Committee of Management or officer of the Association shall be liable for any act or opinion expressed or information supplied or statement made in good faith on behalf of the Association or by virtue of any position held in the Association.
23.1 The secretary of the Association shall, as soon as practicable after being elected as secretary, lodge notice with the Association of his or her address.
23.2 It is the duty of the secretary to keep minutes of
a) all appointments of office bearers and members of the Committee
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
d) all proceedings at committee meetings and general meetings.
23.3 Minutes of proceedings at a meeting shall be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting.
23.4 The secretary shall attend to all the routine business and correspondence of the Association as directed by the Committee of Management.
24 It is the duty of the treasurer of the Association to ensure that –
a) all money due to the Association is collected and received and that all payments authorised by the Association are made,
b) correct books and accounts are kept showing the financial affairs of the Association including full details of all receipts and expenditure connected with the activities of the Association, also to prepare the annual financial statement and balance sheet.
25 At each Annual General Meeting members of the Association shall elect a person holding appropriate qualifications for the position as the auditor of the Association. The auditor shall hold office until the next succeeding Annual General Meeting. At least once in every financial year the accounts and the balance sheet of the Association shall be examined and their correctness certified by the auditor, elected in accordance with this section.’
26 Casual Vacancies
26 For the purposes of this constitution, a casual vacancy in the office of a member of the Committee occurs if the member –
b) ceases to be a member of the Association
c) becomes an insolvent under administration within the meaning of the Companies (New South Wales) Code;
d) resigns office by notice in writing given to the secretary;
e) is removed from office under Section 27;
f) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental
g) is absent without the consent of the Committee from all meetings of the Committee held during a period of 6 months.
27 Removal of member of the Committee of Management
27.1 The Association in general meeting may by resolution remove any member of the Committee from the office of Committee member before the expiration of the member’s term of office and may be resolution appoint another person to hold office until the expiration of the term of office of the member so removed.
27.2 Where a member of the Committee to whom a proposed resolution referred to in clause (1) relates makes representations in writing to the secretary or president (not exceeding a reasonable length) and requests that the representations be notified to the members of the Association, the secretary of the president may send a copy of the representations to each member of the Association or, if they are not so sent, the member is entitled to require that the representations be read out at the meeting at which the resolution is considered.
28 Meetings and quorum
28.1 The Committee shall meet at least 3 times in each period of 12 months at such place and time as the Committee shall determine.
28.2 Additional meetings of the Committee may be convened by the president or by the secretary or at the request of any members of the committee.
28.3 Oral or written notice of a meeting of the Committee shall be given by the secretary to each member of the committee at least 48 hours (or such other period as may be unanimously agreed upon by the members of the Committee) before the time appointed for the holding of the meeting.
28.4 Notice of a meeting given under clause (3) shall specify the general nature of the business to be transacted at the meeting and no business other than that business shall be transacted at the meeting, except business which the committee members present at the meeting unanimously agree to treat as urgent business.
28.5 Any 3 members of the Committee constitute a quorum for the transaction of the business of a meeting of the Committee.
28.6 No business shall be transacted by the committee unless a quorum is present and if within half an hour of the time appointed for the meeting a quorum is not present the meeting stands adjourned to the same place and the same hour of the same day in the following week.
28.7 If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting shall be dissolved.
28.8 At a meeting of the committee: –
a. the president or, in the president’s absence, a vice president shall preside; or
b. if the president and vice presidents are absent or unwilling to act such one of the remaining members of the committee as may be chosen by the members present at the meeting shall preside.
29 Delegation by committee to sub-committee
28.9 The committee may, by instrument in writing, delegate to one or more sub committees (consisting of such member of members of the Association as the committee thinks fit) the exercise of such of the functions of the committee as are specified in the instrument, or other than –
a) this power of delegation; and
b) other law.
28.10 A function the exercise of which has been delegated to a subcommittee under this rule may, while the delegation remains unrevoked, be exercised from time to time by the sub-committee in accordance with the terms of the delegation.
28.11 A delegation under this section may be made subject to such conditions or limitation as to the exercise of any function the subject thereof, or as to time or circumstances, as may be specified in the instrument of delegation.
28.12 Notwithstanding any delegation under this rule, the committee may continue to exercise any function delegated.
28.13 Any act of thing done or suffered by a sub-committee acting in the exercise of delegation under this rule has the same force and effect as it would have it if had been done or suffered by the committee.
28.14 The committee may, be instrument in writing, revoke wholly or in part any delegation under this rule.
28.15 A sub-committee may meet and adjourn as it thinks proper.
29 Voting and decisions.
29.1 Questions arising at a meeting of the committee or of any subcommittee appointed by the committee shall be determined by a majority of the votes of members of the committee or sub-committee present at the meeting.
29.2 Each member present at a meeting of the committee or of any subcommittee 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.
29.3 Subject to sect. 28(5), the committee may act notwithstanding any vacancy on the committee.
29.4 Any act of 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 notwithstanding any defect that may afterwards be discovered in the appointment or qualification of any member of the committee or sub-committee.
31. Annual General Meetings – holding of –
31.1 With the exception of the first annual general meeting of the Association, the Association shall, at least once in each calendar year and within the period of 6 months after the expiration of each financial year of the Association, convene an annual general meeting of its members.
31.2 The Association shall hold its first annual general meeting –
a. within the period of 18 months after its incorporation under the Act; and
b. within the period of 2 months after the expiration of the first financial year of the Association.
31.3 Clauses (1) and (2) have effect subject to any extension or permission granted by the Commission under section 26 (3) of the Act.
32. Annual general meetings – calling of and business at
32.1 The annual general meeting of the Association shall, subject to the Act and to Section 31, be convened on such date and at such place and time as the committee thinks fit.
32.2 In addition to any other business which may be transacted at an annual general meeting, the business of an annual general meeting shall be –
a) to confirm the minutes of the last preceding annual general meeting and of and special general meeting held since that meeting;
b) to receive from the committee reports upon the activities of the Association during the last preceding financial year;
c) to elect office-bearers of the Association and ordinary members of the committee; and
d) to receive and consider the statement which is required to be submitted to members pursuant to section 26 (6) of the Act.
32.3 An annual general meeting shall be specified as such in the notice convening it.
33. Special general meetings – calling of.
33.1 The committee may, whenever it thinks fit, convene a special general meeting of the Association.
33.2 The committee shall, on the requisition in writing of not less than 5 per cent of the total number of members, convene a special general meeting of the Association.
33.3 A requisition of members for a special general meeting –
a) shall state the purpose or purposes of the meeting;
b) shall be signed by members making the requisition;
c) shall be lodged with the secretary; and
d) may consist of several documents in a similar form, each signed by one or more of the members making the requisition.
33.4 If the committee fails to convene a special general meeting to be held within 1 month after that date on which a requisition of members for the meeting is lodged with the secretary, any one or more of the members who made the requisition may convene a special general meeting to be held not later than 3 months after that date.
33.5 A special general meeting convened by a member of members as referred to in clause (4) shall be convened as nearly as is practicable in the same manner as general meetings are convened by the committee and any member who thereby incurs expense is entitled to be reimbursed by the Association for any expense incurred.
34.1 Except where the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the Association, the secretary shall, at least 14 days before the date fixed for the holding of the general meeting, cause to be sent by pre-paid post to each member at the member’s address appearing in the register of members, a notice specifying the place, date and time of the meeting and the nature of the business proposed to b e transacted at the meeting.
34.2 Where the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the Association, the secretary shall, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be sent to each member in the manner provided in clause (12) specifying, in addition to the matter required under clause (1), the intention to propose the resolution as a special resolution.
34.3 No business other than that specified in the notice convening a general meeting shall be transacted at the meeting except, in the case of an annual general meeting, business which may be transacted pursuant to section 32 (2)
34.4 A member desiring to bring any business before a general meeting may give notice in writing of that business to the secretary who shall include that business in the next notice calling a general meeting given after receipt of the notice from the member.
35.1 No item of business shall be transacted at a general meeting unless a quorum of members entitled under this Constitution to vote is present during the time the meeting is considering that item.
35.2 Five members present in person (being members entitled under this Constitution to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.
35.3 If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting if convened upon the requisition of members shall be dissolved and in any other case shall stand adjourned to the same day in the following week at the same time and (unless another place is specified at the time of the adjournment by the person presiding at the meeting of communicated by written notice to members given before the day to which the meeting is adjourned) at the same place.
35.4 If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being no less than 3) shall constitute a quorum.
36. Presiding Member
36.1 The president or, in the president’s absence, a vice president, shall preside as chairperson at each general meeting of the Association.
36.2 If the president and vice presidents are absent from a general meeting or unwilling to act, the members present shall elect one of their member to preside as chairperson at the meeting.
37.1 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 from time to time and place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
37.2 Where a general meeting is adjourned for 14 days or more, the secretary shall give written or oral notice of the adjourned meeting to each member of the Association stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.
37.3 Except as provided in clauses 91) and (2), notice of an adjournment of a general meeting or of the business to be transacted at an adjourned meeting is not required to be given.
38. Making of decisions.
38.1 A question arising at a general meeting of the Association shall be determined on a show of hands and, unless before or on the declaration of the show of hands a poll is demanded, a declaration by the chairperson that a resolution has, on a show of hands been carried or carried unanimously or carried by a particular majority or lost, or an entry to that effect in the minute book of the Association, is evidence of the fact without proof of the number of proportion of the votes recorded in favour of or against that resolution.
38.2 At a general meeting of the Association, a poll may be demanded by the chairperson or by not less than 3 members present in person or by proxy at the meeting.
38.3 Where the poll is demanded at a general meeting, the poll shall be taken –
a) immediately in the case of a poll which related to the election of the chairperson of the meeting or to the question of an adjournment; or
b) in any other case, in such manner and at such time before the close of the meeting as the chairperson directs, and the resolution of the poll on the matter shall be the resolution of the meeting on that matter.
39. Special resolution.
A resolution of the Association is a special resolution if –
a) it is passed by a majority which comprises not less than three quarters of such members of the Association as, being entitled under these rules so to do, vote in person or by proxy at a general meeting of which not less than 21 days’ written notice specifying the intention to propose the resolution as a special resolution was given in accordance with these rules; or
b) where it is made to appear to the Commission that it is not possible or practicable for the resolution to be passed in the manner specified in paragraph (a) – the resolution is passed in a manner specified by the Commission.
40.1 Upon any question arising at a general meeting of the Association a member has one vote only.
40.2 All votes shall be given personally or by proxy but no member may hold more than 5 proxies.
40.3 In the case of an equality of votes on a question at a general meeting, the chairperson of the meeting is entitled to exercise a second or casting vote.
40.4 A member or proxy is not entitled to vote at any general meeting of the Association unless all money due and payable by the member or proxy to the Association has been paid, other than the amount of the annual subscription payable in respect of the then current year.
41. Appointment of proxies
41.1 Each member shall be entitled to appoint another member as proxy by notice given to the secretary no later than 24 hours before the time of the meeting in respect of which the proxy is appointed.
41.2 The notice appointing the proxy shall be in the form set out in Appendix 2 to this constitution.
42.1 The Association shall effect and maintain insurance pursuant to section 44 of the Act
42.2 In addition to the insurance required under clause (1), the Association may effect and maintain other insurance.
43. Funds – source.
43.1 The funds of the Association shall be derived from entrance fees and annual subscriptions of members, donations, interest and subject to any resolution passed by the Association in general meeting, such other sources as the committee determines.
43.2 All money received by the Association shall be deposited as soon as practicable and without deduction to the credit of the Association’s bank account.
43.3 The Association shall, as soon as practicable after receiving any money, issue an appropriate receipt.
44. Funds – management
44.1 Subject to any resolution passed by the Association in general meeting, the funds of the Association shall be used in pursuance of the objects of the Association in such manner as the committee determines. Surplus funds may be invested in bonds, debentures or interest bearing deposits with banks of building societies at the discretion of the committee.
44.2 All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by any two members of the committee of employees of the Association, being members or employees authorised to do so by the committee.
44.3 The income and property of the Association whencesoever derived shall be applied solely towards the promotion of the objects of the Association as set forth in this Constitution and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus of otherwise howsoever by way of profit to the members of the Association provided that nothing herein shall prevent in good faith any remuneration to the any officers or employees of the Association or to services actually rendered to the Association or its members, or the repayment of actual out of pocket expenses.
45. Alteration of objects and rules.
The statement of objects and these rules may be altered, rescinded or added to only by a special resolution of the Association.
46. Common Seal
46.1 The common seal of the Association shall be kept in the custody of the public officer.
46.2 The common seal shall not be affixed to any instrument except by the authority of the committee and the affixing of the common seal shall be attested by the signatures either of 2 members of the committee or of 1 member of the committee and of the public officer or secretary.
47. Custody of books, etc.
Except as otherwise provided by these rules, the secretary shall keep in his or her custody or under his or her control all records, books and other documents relating to the Association.
48. Inspection of books, etc
The records, books and other documents of the Association shall be open to inspection, free of charge, by a member of the Association at any reasonable hour.
49 Service of notices.
49.1 For the purpose of these rules, a notice may be served by or on behalf of the Association upon any member either personally or by sending it by post to the member at the member’s address shown in the register of members.
49.2 Where a document is sent to a person by properly addressing, prepaying and posting to the person a letter containing the document, the document shall, unless the contrary is proved, be deemed for the purposes of this Constitution to have been served on the person at the time at which the letter would have been delivered in the ordinary course of post.
50 Surplus property.
If upon the winding up or dissolution of the Association there remains after the satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid to or distributed among the members of the Association but shall b e given or transferred to some other Association, institution or institutions having objects similar to the objects of the Association and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Association by virtue of this Constitution; such association, institution of institutions to be determined by the members of the Association at or before the time of dissolution and in default thereof by the Chief Judge in Equity of the Supreme Court of New South Wales, or such other Judge of New South Wales as may have or acquire jurisdiction in the matter, and if and so as effect cannot be given to the aforesaid provision then to some charitable object, or a charity registered under the Charitable Collections Act 1934.