Mosman Art Society Incorporated

Constitution

PART l

DEFINITIONS

1.( 1) In these rules, except where the context otherwise requires-

“ordinary member” means a committee member who is not an offiice bearer under rule 14

(2);

“secretary” means the person appointed secretary under these rules, or where there is no

such person, then the public officer,

“special general meeting” means a general meeting of the Society other than the annual

general

meeting;

“the Act” means the Associations Incorporation Act 1984;

“the Regulation” means the Associations Incorporation RegUlation 1985;

“the Society” means the association incorporated under the Act and named “Mosman Art

Society Incorporated” .

(2)The Interpretation Act 1987 applies to these rules as if they were an instrument made

under that Act.

PART ll .

MEMBERSHIP

2. Any natural person may be a member of the Society if nominated under rule 3 and

approved for membership by the committee.

3. (1) Any nomination for membership must be in the form of appendix 1; and must be

given to the secretary.

(2) The secretary must refer the nomination to the committee which must either approve or

reject it.

(3) When approved, the secretary must notify the nominee and request payment of any

entrance fee and subscription.

(4) Upon payment of any entrance fee and subscription, the nominee’s name shall be

entered in the register of members. Upon entry, the nominee becomes a member.

4. A person ceases to be a member if that person

(a) dies;

(b) resigns; or

(c) is expelled.

5.Membership is personal to the member and cannot be transferred.

6. A member may resign by written notice to the secretary, provided that all moneys

payable by the member are fully paid. Upon receipt of such notice, the secretary must

make an entry of such resignation in the register and, Upon such entry being made,

membership will cease.

REGISTER OF MEMBERS

7. The public officer must arrange to maintain a register of members including the name,

address and date of commencement as a member. This register must be open for

inspectIon to any member at any reasonable hour.

FEES AND SUBSCRIPTIONS

8. (1) Upon admission, a member must pay any entrance fee determined by the

committee.

(2) Also, any member must pay any annual subscription determined by the committee.

MEMBERS’ LIABILITY

9.A member’s liability to pay any debt or liability of the Society or any winding up cost is no

more than any unpaid moneys payable under rule 8.

RESOLUTION OF INTERNAL DISPUTES

10. Any disputes between members in their capacity as members and between a member

and the Society must be referred for mediation under the Community Justices Centres Act

1983.

DISCIPLINE

11. Where the committee considers that a member has persistently refused or neglected to

comply with any of these rules or has acted in a manner prejudicial to the interests of the

Society, then the procedure to be followed shall be be as set out in rule 10, headed

“Disciplining of Members” of the model rules set out in Schedule 1 to the Regulation.

RIGHT OF APPEAL OF DISCIPLINED MEMBER

12. The procedure to be followed in relation to a member’s right of appeal shall be as set

out in rule I1headed “Right of Appeal of Disciplined Member” of the model rules referred to

in rule 11 above.

PART III

THE COMMITTEE

POWERS OF THE COMMITTEE.

13. Subject to the Act, the Regulation, these rules and to any resolution of the Society, the

committee:

(a)must control and manage the Society; and

(b)may do anything that can be done by the Society, except anything required to be done

by a general meeting ,and

(c) may do anything which the committee considers to be in the interests of the Society.

CONSTITUTION AND MEMBERSHIP

14.(1) The committee consists of:

(a) the office bearers; and

(b) 9 ordinary members, each of whom is elected at the annual general meeting. (altered from 7 to 9 at Extraordinary General Meeting on 21 February 2012)

(2) The office-bearers are:

(a) the president;

(b) the vice-president;

(c) the treasurer, and

(d) the secretary.

(3) Each member of the committee, subject to these rules, holds office until the end of the

annual

general meeting following election, but may be re-elected.

(4) If there is a casual vacancy, the committee may fill the vacancy with a member of the

association who then holds office, subject to these rules, until the end of the annual

general meeting following appointment, but may be then elected.

ELECTION OF COMMITTEE

15. (1) Nominations for election as office bearers or as ordinary members must be

received in writing by the secretary before the commencement of the meeting at which the

election is to take place.

(2) If insufficient nominations are received to fill all vacancies, those nominated are taken

to be elected and further nominations may be received at the meeting.

(3) If insufficient further nominations are received, any remaining vacant positions shall be

treated as casual vacancies.

(4) If the nominations received equal the vacancies, those nominated are to be taken as

elected.

(5) If the nominations received exceed the vacancies to be filled, a ballot must be held.

(6) Any ballot must be conducted in such manner as the committee may direct.

 

SECRETARY

16. (1) When appointed, the secretary must lodge notice of his or her address with the

Society.

(2) The secretary must keep minutes of:

(a) all appointments of office bearers and members of the committee;

(b) the names of those attending a committee or general meeting; and

(c)the proceedings at committee and general meetings.

(3) Minutes must be signed by the chairperson of the meeting or the chairperson of the

next succeeding meeting.

TREASURER

17.The treasurer must ensure that:

(a) all moneys due are collected and received and that all authorised payments are made;

and

(b) correct accounting records are kept, including full details of receipts and expenditure.

CASUAL VACANCIES

18. A casual vacancy occurs if the committee member:

(a) dies; or

(b) ceases to be a member of the Society or resigns office by written notice to the

secretary; or

(d) is removed from office; or

(e) becomes a mentally incapacitated person; or

(f) is absent without consent from all meetings held within a continuous period of 6 months.

REMOVAL OF MEMBER

19. Any member of the committee may be removed from by resolution of a general

meeting, and another person may be appointed in his or her place who will retain office

until expiration of the period of office of the one removed.

MEETINGS AND QUORUM

20. (1) The committee must meet at least twice in each period of 12 months at such place

and time as the committee decides.

(2) Additional meetings may be convened by the president or any member of the

committee.

(3) Notice must be given by the secretary to each member of the committee at least 48

hours before the appointed time for the meeting, or such shorter time as agreed by all

committee members.

(4) A quorum shall be 3 members.

(5) If a quorum is not present within 30 minutes of the time appointed for the meeting, the

meeting must be adjourned to the same place and at the same hour of the same day in

the following week.

(6) If at the adjourned meeting a quorum is not present within 30 minutes of the time

appointed for the meeting, the meeting must be dissolved.

(7) At any committee meeting:

(a) the president, or in the president’s absence, the vice president must preside~ or

(b) if they are both absent, or unwilling to act.,the committee may choose any member to

preside.

APPOINTMENT OF SUB-COMMITTEES

21. The committee may appoint any sub-committees upon such terms as it may determine

and may revoke any such appointment.

VOTING AND DECISIONS

22. (1) Questions are to be decided by a majority of those present at a meeting.

(2) Each person present, including the chairperson, has one vote, but in the event of an

equality of votes the chairperson may exercise a second casting vote.

(3) Subject to rule 20(4), the committee may act notwithstanding a vacancy in any position.

(4) Anything done by the committee is valid despite any defect in the appointment or

election of any member.

PART IV

GENERAL MEETINGS

ANNUAL GENERAL MEETINGS – HOLDING OF

23. (1) Subject to section 26(3) of the Act, the Society must, at least once in each

calendar year, and within 6 months after the expiry of each financial year of the

Society, convene an annual general meeting.

ANNUAL GENERAL MEETINGS – CALLING OF AND BUSINESS AT

24. (1) The annual meeting must be convened at such place and time as the

committee determines. The meeting must be specified as such in any notice

convening it.

(2) In addition to any other business that may be transacted, the business of an

annual general meeting must include the following:

(a) to confirm the minutes of the last preceding annual general meeting and any

special general meeting held since that meeting;

(b) to receive the committee report on the activities of the preceding year;

(c) to elect office bearers and ordinary members of the committee;

(d) to receive and consider the statement required by section 26(6) of the Act.

SPECIAL GENERAL MEETINGS – CALLING OF

25. (1) The committee may convene a special general meeting whenever it thinks

fit.

(2) The committee must convene a special general meeting on the written request

of at least 5% of the total membership.

(3) Any request for a special general meeting:

(a) must state the purpose of the meeting;

(b)(((( must be signed by those making the request;

(c) must be delivered to the secretary; and

(d) may consist of several documents each signed by one or more members.

(4) If the committee fails to convene a special general meeting to be held within 1 month

after that date on which a request is lodged with the secretary, anyone or more of the

signatories may convene a special general meeting to be held not later than 3 months

after that date.

(5) Any special general meeting convened under clause (4) must be convened as nearly

as practicable in the same manner as general meetings convened by the committee,

and any member who incurs consequential expense is entitled to be reimbursed by the

Society.

NOTICE

26. (1) Except in the case of a special resolution, the secretary must cause to be sent to

each member at least 14 days notice by prepaid post of the place, date, and time of the

meeting and the nature of the proposed business.

(2) In the case of a special resolution, at least 21 days notice is required, and the notice

must specify that a special resolution is proposed, otherwise clause (1) applies.

(3) Other than business which may be transacted under rule 24(2) at an annual general

meeting, no business other than that specified in the notice may be transacted at a

general meeting.

(4) A member desiring to bring any business before a general meeting may give notice in

writing of that business to the secretary who must include that business in the next notice

calling a general meeting given after receipt of the notice.

PROCEDURE

27.(1) No item of business may be transacted in the absence ofa quorum.

(2) A quorum for a general meeting is 5 members present in person.

(3) If a quorum is not present within 30 minutes of the time appointed for the general

meeting, the meeting must be adjourned to the same place (or a different place nominated

by the president), and at the same hour of the same day in the following week, provided

that, in the case of a general meeting convened at the request of a member or members,

the meeting is to be dissolved.

(4) If at the adjourned meeting, a quorum is not present within 30 minutes of the time

appointed for the meeting, the members present, being at least 3, is to constitute a

quorum.

PRESIDING MEMBER .

28. (1) The president or in the president’s absence or unwillingness to act, the vicepresident,

must chair any general meeting.

(2) If the president and the vice-president are absent or unwilling to act, the members

present may elect one of their number as chairperson.

ADJOURNMENT

29. A general meeting may be adjourned from time to time and place to place, but only unfinished

business may be dealt with at any adjourned meeting.

MAKING OF DECISIONS

30. (1) At general meetings, any question is to be determined on a show of hands, and unless a

poll is demanded, a declaration by the chairperson or entry in the minute book, is evidence of the

determination.

(2) A poll may be demanded at any general meeting by the chairperson or by at least 3 members

present in person or by proxy.

(3) If demanded, the poll must be taken:

(a) immediately if the poll relates to the election ofa chairperson or to an adjournment; or

(b) otherwise, as the chairperson directs and the resolution of the poll is to be the resolution of the

meeting.

SPECIAL RESOLUTION

31. A resolution is a special resolution:

(a) if passed by a majority of at least three quarters of the members of the Society entitled to vote

and voting in person or by proxy at a general meeting of which at least 21 days written notice

specifying the intention to propose the special resolution was given in accordance with these rules;

or

(b) where it is made to appear to the Commissioner that it is not practicable to pass the resolution

in the manner specified in paragraph (a), if passed in the manner specified by the Commissioner.

VOTING

32.(1) Each member has one vote.

(2) Votes may be given in person or by proxy.

(3) The chairperson may exercise  1!- second or casting vote on an equality of votes.

(4) Members or proxies may not vote unless they have paid their current annual

subscription.

APPOINTMENT OF PROXIES

33. Any member may appoint another as proxy by giving notice in the form set out

in appendix 2, to the secretary before the respective meeting.

PART V

MISCELLANEOUS

INSURANCE

34. The Society must effect and maintain insurance under section 44 of the Act.

FUNDS -SOURCE

35. (1) The funds of the Society are derived from subscriptions, entrance fees, donations

and, subject to any resolution by a general meeting, from any other source as the

committee determines.

(2) All money received must be deposited to the credit of the Society’s bank account.

(3) The Society must issue a receipt for any money received.

FUNDS – MANAGEMENT

36. (1) Subject to any resolution in general meeting, funds must be used pursuant to the

objects of the Society as the committee decides.

(2) All cheques and negotiable instruments must be signed by any 2 members of the

committee.

ALTERATION OF OBJECTS AND RULES

37. The statement of objects and these rules may only be altered, rescinded or added to

by special resolution.

COMMON SEAL

38. (1) The common seal must be kept under the control of the public officer.

(2) The common seal may only be affixed with the authority of the committee and with the

signatures of 2 committee members or of one committee member and of the public officer

or secretary.

CUSTODY OF BOOKS

39. Except as provided by these rules, the public officer must keep in his or her custody or

under his or her control all records, books and other documents of the Society.

INSPECTION

40. The records, books and other documents of the Society must be open to

inspection free of charge by any member at any reasonable time.

SERVICE OF NOTICES

41. (1) Any notice may be served on any member, either personally or by prepaid

post, to the member’s address as shown in the members’ register.

(2) Any notice, if posted in accordance with these rules is deemed, unless the

contrary is proved, to have been delivered in the time in which it would be delivered

in the ordinary course of post.

COMPLAINTS

42. An independent arbiter must be appointed by the committee to resolve complaints

made by members of the public and grievances from any employees.

PART VI

ADDITIONAL RULES APPLICABLE TO CHARITIES

APPLICATION OF PART

43. This Part applies where the Society is authorised under the Charitable Fundraising Act

1991.

PAYMENT OF OFFICE BEARERS AND MEMBERS

44. A committee member must not be appointed to any Salaried office of the Society, or

any office of the Society paid by fees, and no remuneration or other benefit in money or

money’s worth shall be given to any committee member ,except for

(a) repayment of out of pocket expenses; and

(b) reasonable and proper rent or licence fees for premises used by the Society.

45. Without limiting the operation of rule 18, the office of a committee member becomes

vacant if:

(a) the member bolds any office of profit in the Society; or

(b) the member is directly or indirectly interested in any contract or proposed contract with

the Society.

VACATION OF OFFICE

NOTIFICATION OF PROPOSED ALTERATION OF RULES

46. Any proposed alteration of these rules or the objects of the Society must be notified to

the Minister administering the Charitable Fundraising Act 1991or any replacement

legislation, in the manner required by that act.

COMPLIANCE WITH THE CHARITABLE FUNDRAISING ACT 1991

47. The Society must comply with Charitable Fundraising Act 1991 or any replacement

legislation which applies to its affairs.