CONSTITUTION
WORDS AND EXPRESSIONS TO HAVE
MEANING IN ACT
TAMBORINE MOUNTAIN LANDCARE INC.
in this constitution called "the
association".
OBJECTS
3. The
objects of the association are -
( 1) To protect the natural heritage values of
Tamborine Mountain by maintaining and enhancing the environment, diversity and
productivity of both the plateau and escarpment for the benefit of residents,
the region, the State and the Nation.
(2) To
undertake and encourage the preservation of
(a) areas that are significant for natural and
cultural heritage or scenic amenity,
(b) wildlife
habitat and native vegetation.
(3) To
foster co-operation between land users, including government agencies, wherever
action is needed to control land degradation.
(2)
The association may, for example -
(a) enter
into contracts; and
(b) acquire,
hold, deal with and dispose of property; and
(c) make
charges for services and facilities it supplies; and
(d) do
other things necessary or convenient to be done in carrying out its affairs.
(3) The association may take over the funds
and other assets and liabilities of the present unincorporated association
known as the “Tamborine Mountain Escarpment Management Strategy Project”.
(4) The
association may also issue secured and unsecured notes, debentures and
debenture stock for the association.
5. (1) The
membership of the association shall consist of :-
(a) Club
members;
(a) Individual
members;
(b) Family
members;
(c) Corporate
members;
(d) Ex-officio
members.
(e) Honorary Life
Members
(2)
(a) Club members are associations becoming
members as either incorporated or unincorporated associations;
(b) Individual members are ordinary persons;
(c) Family members are the immediate family of an
Individual member, being either the husband
or wife, de facto partner, or same sex partner and any children living in his,
her, or their, household at any time in a relevant financial year;
(d) Corporate
members are any corporation incorporated under the laws of Australia or the State of Queensland, but excluding
incorporated associations, or any individual or partnership who conducts a
business, retail outlet, trade or profession;
(f) Ex-officio
members are organisations associated with the association, such as local
councils, state government departments, government agencies however constituted,
and any one representative from each such body who, from time to time, is invited
to become an ex-officio member by the management committee of the association. Ex-officio members do not have voting rights.
(g) Honorary life members are
ordinary persons who are members and elected as honorary life members in
accordance with this constitution
(3)
In the event of any dispute as to the category of membership of an
applicant for membership, the majority decision of the management committee
shall be final except for the category of honorary life member where election
must be in accordance with this constitution.
(4) The number of members of
each class is unlimited except that not more than two honorary life members may
be elected in a financial year and the number of honorary life members must not
exceed 10% of the total membership at the time of election of an honorary life
member.
6. (1)
A member who, on the day the
association is incorporated, was a member of the unincorporated association and
who, on or before a day fixed by the management committee, agrees in writing to
become a member of the incorporated association, must be admitted by the
management committee to the same class of membership of the association as the
member held in the unincorporated association.
(2) A
member of the incorporated association who, before becoming a member, has paid
the member's annual subscription for membership of the unincorporated
association on or before a day fixed by the management committee, is not liable
to pay a further amount of annual subscription for the period before the day
fixed by the management committee as the day on which the next annual
subscription is payable.
(3) An
application for membership of the association, other than the members of the
unincorporated association mentioned in subsection (1), must be proposed by 1
member of
the association (the
"proposer") and seconded by another member (the
"seconder"), and shall be
(a) in writing; and
(b) signed by the applicant and
the applicant's proposer and seconder; and
(c) in the form decided by the
management committee.
(4) Members
may nominate any person who has rendered distinguished or special service to
the objects of the association to be an honorary life member of the
association. The nomination must be;
(a)
in writing;
(b)
signed by the members who propose and second the nomination;
submitted to the secretary at least ten (10) days
before the date of the next management committee meeting at which the matter
should be considered.
7. The
membership fee for each class of membership-
(a) is the amount decided by the members from time to time at a
general meeting; and,
(b) if not otherwise prescribed by this constitution, is payable
when, and in the way, the management committee decides.
(c) An honorary life member shall not be required to pay a
membership subscription fee.
8 (1) The
management committee must consider an application for membership at the next meeting
of the committee held after it receives -
(a) the application; and
(b) the appropriate membership fee
for the application;
(2) The management committee must decide at the meeting whether to
accept or reject the
application.
(3) If a majority of the management committee members present at
the meeting vote to accept the applicant as a member, the applicant must be
accepted as a member to the class of membership applied for.
(4) The secretary of the association must, as soon as practicable
after the management committee decides to accept or reject an application, give
the applicant a written notice of the decision.
(5) The preceding
sub-sections do not apply to the nomination or election of an honorary life
member. If a nomination for honorary life membership is made in accordance with
this constitution and recommended by the management committee, then the
nomination shall be included in the notice of the business to be conducted at a
general meeting and considered by a resolution of that general meeting.
Notwithstanding section 29, a resolution of the general meeting to confer
honorary life membership must be passed by a minimum of 75% of the members
present (in person or by proxy).
9 (1)
A member may resign from the
association by giving a written notice of resignation to the secretary.
(2) The resignation takes effect on -
(c) the day and at the time the notice is received by the
secretary; or
(b) if a later day is stated in the notice, the later
day.
(3) The management committee may terminate a member's membership if
the member -
(a) is convicted of an indictable
offence; or
(b) does not comply with any of
the provisions of these rules; or
(c) has membership fees in arrears
for at least 2 months; or
(d) conducts itself, himself or herself in a way
considered to be injurious or prejudicial to the character or interests of the
association.
(4) Before the
management committee terminates a member's membership, the committee must give
the member a full and fair opportunity to show why the membership should not be
terminated.
(5) If, after
considering all representations made by the member, the management
committee decides to terminate the
membership, the secretary of the committee must give the
member
a written notice of the decision.
10. (1) An applicant
for membership whose application has been rejected, or whose membership has
been terminated, may give the secretary
written notice of his, her or its intention to appeal against the decision.
(2) A
notice of intention to appeal must be given to the secretary within 1 month
after the applicant, member or former member receives written notice of the
decision.
(3) If the
secretary receives a notice of intention to appeal, the secretary must, within
3 months after the day of receipt, call a general meeting to decide the appeal.
(4)
At the meeting,
the applicant must be given a full and fair opportunity to show why the application
should not be rejected or the membership should not be terminated.
(5)
Also, the
management committee and the committee members who rejected the application or
terminated the membership must be given an opportunity to show why the
application should be rejected or the membership should be terminated.
(6) An appeal must be decided by a vote of the members present at
the meeting.
(7) If an applicant whose application for membership has been
rejected does not appeal against the decision within one month after receiving
written notice of the decision, or the member appeals but the appeal is unsuccessful,
or a member has renewed his membership and paid the appropriate fee for the
purpose of prosecuting an appeal, the secretary must, as soon as practicable,
refund any application fee paid.
11. (1) The management
committee must keep a register of all members of all classes of membership.
(2) The register of members must include the following
particulars for each individual member -
(a) the full name and address
(residential or registered office) of the member;
(b) the date of admission as a member;
(c) the date of death (if appropriate) or resignation
of the member;
(d) details about the
termination or reinstatement of membership;
(e) any
other particulars the management committee or the members at a general meeting decide.
(3) The register must be open for inspection at all reasonable
times.
(4) However,
before the member may inspect the register, the member must apply to the
secretary to inspect it.
12. (1) If the association has not elected an
interim officer as secretary for the association before its
incorporation,
the members of the management committee must ensure a secretary is appointed
or elected for the association within
1 month after incorporation.
(2) If a vacancy
happens in the office of secretary, the members of the management committee
must ensure a secretary is appointed or elected for the association within 1
month after the vacancy happens.
(3) The
secretary must be an individual residing in
(a) a member of the association
elected by the association as secretary; or
(b) any of the following persons
appointed by the management committee -
(i) a member of the association's management
committee; or,
(ii) a member of the association; or,
(iii) another person.
( 4) The management committee may
appoint and remove the association's secretary at any time.
13. (1) The management committee of the
association shall consist of a president, vice-president, treasurer, and
secretary, if the secretary is elected, but not if the position is filled by
appointment pursuant to Section 12 of this constitution, and such other members
as the association members may elect or appoint at a general meeting.
(a) The executive shall consist of the president, the
vice-president, the treasurer, and the secretary if the secretary was elected
but not if the secretary was appointed.
(2) A member of the management committee, other than
the secretary, must be a member of the Association.
(3) At each annual general meeting of the association,
the members of the management committee must retire from office, but are
eligible, on nomination, for re-election.
14. (1) Preference shall be given in electing the
other members of the management committee to having at least one representative from each class of
membership set out in Section 5 of this constitution, but if at the
general meeting at which the management
committee, or a member thereof is elected, and there is no accepted nomination
from an unrepresented class of
membership, then an additional member may be elected from another class
of membership in order to fill these positions.
(2) A member of the management committee may only be elected as
follows -
(a) any 2 members of the association may nominate another
member (the "'candidate") to serve as a member of the management
committee;
(b) the nomination must be -
(i) in writing; and
(ii) signed by the candidate and
the members who nominated him or her; and
(iii) given to the secretary at least 14 days before
the annual general meeting at which the election is to be held;
(c) each member present at the annual general meeting
may vote for any of the candidates, provided that -
(i) any one
person may not vote more than once unless he or she is the duly appointed proxy
of another member,
(ii) each member of each class of membership (with the
exception of ex-officio members) shall have one vote,
(iii) only one vote can be exercized for each family,
club and corporate member.
(d) if, at the start of the meeting, there are not
enough candidates nominated, nominations may be taken from the floor of the
meeting, but preference shall be had as far as it is practicable, to having
representation on the management committee of members from each class of
membership.
(3) If required by the management committee, a list of
the candidates' names in alphabetical order, with the names of the members who
nominated each candidate, must be posted in a conspicuous place in the office
or usual place of meeting of the association for at least 7 days immediately
preceding the annual general meeting.
(4) If required
by the management committee, balloting lists must be prepared containing the
names of the candidates in alphabetical order.
RESIGNATION OR REMOVAL FROM OFFICE
OF MANAGEMENT COMMITTEE MEMBER
15.
(1) A management
committee member may resign from the committee by giving written notice of
resignation to the secretary.
(2) The resignation takes effect
on -
(a) the day and at the time the notice is received by the
secretary; or
(b) if a later day is stated in the notice, the later
day.
(3) A member may be removed from office at a general
meeting of the association if a majority of the members present at the meeting
vote in favour of removing the member.
(4) Before a vote of members is taken about removing a
member from office, the member must be given a full and fair opportunity to
show cause why he, she or it should not be removed from office.
(5) A member has no right of
appeal against the member's removal from office under this section.
16.
(1) If a casual
vacancy happens on the management committee, the continuing members of the
committee may appoint another member of the association to fill the vacancy
until the next general or annual general meeting.
(2) The continuing members of the management committee
may act despite a casual vacancy on the management committee.
(3) However, if the number of committee members is
less than the number fixed under these rules as a quorum of the management
committee(for the number of members to form a quorum, see section 18 Meetings
of Management Committee), the continuing members may act only to -
(a) increase the number of management committee members
to the number required for a quorum; or
(b) call a general meeting of the
association.
.
17.
(1) Subject to
this constitution or a resolution of the association members carried at a
general meeting, the management committee -
(a) has the general control and management of the
administration of the affairs, property and funds of the association; and
(b) has authority to interpret the meaning of this
constitution and any matter relating to the association on which the
constitution is silent;
(2) The management committee may
exercise the powers of the association -
(a) to borrow, raise or secure the payment of amounts
in a way the association members decide; and
(b) to secure the amounts
mentioned in paragraph (a) or the payment or
performance of any debt, liability,
contract, guarantee or other engagement incurred or to
be entered into by the association
in any way, including by the issue of debentures
(perpetual or otherwise) charged
upon the whole or part, of the association's property,
both present and future; and
(c) to purchase, redeem or pay off
any securities issued; and
(d) to borrow amounts from members and pay
interest on the amounts borrowed; and
(e) to mortgage or charge the
whole or part of its property; and
(f) to issue debentures and other
securities, whether outright or as security for any
debt, liability or obligation of
the association; and
(g) to provide and pay off any
securities issued; and
(h) to invest in a way the members
of the association may from time to time decide.
(3) For sub-section (2)(d), the rate of interest must not be more
than the current rate being charged for overdrawn accounts on money lent
(regardless of the term of the loan) by -
(a) the financial institution for
the association; or
(b) if there is more than one financial institution for
the association,
the financial institution nominated by the management
committee.
18. (1)
Subject to subsections (2) to (16), the management committee may meet and
conduct its
proceedings as it considers
appropriate.
(2) The management committee must meet at least once
every 3 months to exercise its functions.
(3) The committee shall decide how its meetings are to
be called.
(4) Notice of a meeting is to be
given in the manner decided by the committee.
(5) If the secretary receives a
written request signed by at least 33% of the management
committee members, the secretary
must call a special meeting of the committee.
(6) A request for a special
meeting must state -
(a) why the special meeting is being called; and
(b) the business to be conducted at the meeting;
(7) The management committee may act on its own in
times of emergency and any action taken shall be submitted for confirmation at
the next management committee meeting.
(8) At every meeting of the management committee a
simple majority of a number equal to the number of members elected and/or
appointed to the management committee as at the close of the last general meeting
shall constitute a quorum.
(9) A question arising at a committee meeting is to be
decided by a majority vote of committee members present at the meeting and, if
the votes are equal, the question is decided in the negative.
(10) A management committee member must not vote on a
question about a contract or proposed contract with the association if the
member has an interest in the contract or
proposed contract, and if the member does vote the member's
vote shall not be counted.
(11) The secretary must give each management committee
member at least 14 days notice of a special meeting of the committee.
(12) A notice of a special meeting
must state -
(a) the day, time and place of the meeting; and
(b) the business to be conducted at the meeting;
(13) The president or, if there is
no president or if the president is not present within 10 minutes
after the time fixed for a
management committee meeting, the vice-president is to preside as
chairperson at the meeting.
(14) If the president and the vice-president are
absent from a management committee meeting, the members may choose one of their
number to preside as chairperson at the meeting.
(15) If a quorum is not present within 30 minutes
after the time fixed for a management committee meeting called on the request
of committee members, the meeting lapses.
(16) If a quorum is not present
within 30 minutes after the time fixed for a management
committee meeting called other than on the request of
committee members, the meeting is to be
adjourned to -
(a) the same day, time and place in the next week; or
(b) a day, time and place decided by the committee;
(17) If, at the adjourned meeting mentioned in
subsection (16), a quorum is not present within 30 minutes after the time fixed
for the meeting, the meeting lapses.
(18) the secretary must ensure full and accurate
minutes of all questions, matters, resolutions and other proceedings of each
management committee meeting including special management committee meetings
are entered in a minute book.
(19) the secretary shall ensure the minute book for
each meeting is open for inspection at
all reasonable times by any member who previously has applied to the secretary
for an opportunity to inspect the same.
(20) To ensure the accuracy of the
minutes recorded by the secretary the minutes of each meeting must be signed by
the chairperson of the meeting, or the chairperson of the next management
committee meeting, verifying their accuracy.
19. (1) The management committee may in its
absolute discretion establish one or more subcommittees on such terms and
conditions as it, in its absolute discretion, may determine and may delegate
the whole or part of its powers to a subcommittee consisting of the association
members considered appropriate by the committee.
(2) A subcommittee may only exercise delegated powers
in the way the management committee
decides.
(3) The management committee shall
elect a chairperson of each sub-committee.
(4) If, at a sub-committee meeting, the chairperson is
not present within 10 minutes after the time fixed for a meeting, the members
present may choose one of their number to be chairperson of the meeting.
(5) A subcommittee may meet and
adjourn as it considers appropriate.
(6) A question
arising at a subcommittee meeting is to be decided by a majority vote of the
members present at the meeting and, if the votes are equal, the question is
decided in the negative.
(2) Subsection (1) applies even if
the act was performed when -
(a) there was a defect in the appointment of a member
of the management committee, subcommittee, or person acting as a member of the
management committee; or
(b) a management committee member, subcommittee member, or
person acting as a member of the management committee was disqualified from
being a member.
21.
(1) A written resolution signed by each member
of the management committee for the time being entitled to receive notice of a committee
meeting is as valid and effectual as if it had been passed at a committee
meeting that was properly called and held.
(2) A resolution mentioned in subsection (1) may
consist of several documents in like form, each signed by l or more members of the committee.
FIRST GENERAL
MEETING
22. (1) The first general meeting must be held not less than 1
month, and not more than 3 months, after the day the association is
incorporated.
(2) The management committee must
decide where the meeting is to be held.
(3) The business to be conducted at the first general
meeting must include the appointment of an auditor.
23 The
first annual general meeting must be held within 18 months after the day the
association is incorporated.
(b) within three months after the
end of the association's previous financial year.
25. The
following business must be conducted at each annual general meeting -
(a) receiving the statement of income and expenditure,
assets, liabilities and mortgages, charges and securities affecting the
property of the association for the last financial year (this statement is
required to be prepared under section 59 of the Associations Incorporations Act
1981);
(c) receiving the auditor's report on the financial
affairs of the association for the last financial year;
(c) presenting the audited statement to the meeting
for adoption;
(d) electing members of the management committee;
(e) appointing an auditor.
26
(1) The secretary
shall call a special general meeting by giving each member notice of the
meeting within 14 days after -
(a) being directed to call the meeting by the
management committee; or
(b) being given a written request signed by -
(i) at least 33% of the members of the association
presently on the management committee; or
(ii) at least the number of members of the association
equal to double the number of members of the association presently on the
management committee plus 1; or
(c) being given a written notice of an intention to
appeal against the decision of the management committee -
(i) to reject an application for membership; or
(ii) to terminate a corporation’s, club’s, family’s or person's
membership.
(2) A request mentioned in
subsection (l)(b) must state -
(a) why the special general meeting is being called; and
(b) the business to be conducted at the meeting.
27 (1) The
secretary may call a general meeting of the association.
(2) The secretary must give at
least 14 days notice of the meeting to each member.
(3) The management committee may
decide the way in which the notice must be given.
(4) However, notice of the following
meetings must be given in writing -
(a) a meeting called to hear an appeal of a member against
the rejection or termination of the member’s membership by the management committee;
or
(b) a meeting called to hear and
decide a proposed special resolution of the association.
(5) A notice of a general meeting
must state the business to be conducted at the meeting.
28.
(1) Subject to
subsection (5), at a general meeting, a number equal to the number of members
elected to the management committee as at the close of the last general meeting,
plus one (1), shall constitute a quorum.
(2) No business may be conducted at a general meeting
unless a quorum of members is present when the meeting proceeds to business.
(3) If a quorum is not present within 30 minutes after
the time fixed for the start of a general meeting called on the request of
members of the management committee or the association, the meeting lapses.
(4) If a quorum is not present within 30 minutes after
the time fixed for a general meeting called other than on the request of
members of the management committee or the association, the meeting is to be
adjourned to -
(a) the same day, time and place
in the next week; or
(b) a day, time and place decided
by the management committee.
(5) If at an adjourned meeting, a
quorum under subsection (1) is not present within 30
minutes after the time fixed for the meeting, the
members present form a quorum.
(6) The
chairperson may, with the consent of any meeting at which a quorum is present,
and must if directed by the meeting,
adjourn the meeting from time to time and from place to place.
(7) If a meeting is adjourned under
subsection (6), only the business left unfinished at the meeting from which the
adjournment took place may be conducted at the adjourned meeting.
(8) The secretary is not required to give
the members notice of an adjournment or of the
business to be conducted at an
adjourned meeting unless a meeting is adjourned for at least 30 days.
(9) If a
meeting is adjourned for at least 30 days, notice of the adjourned meeting must
be given in the same way notice is given for an original meeting.
(10) In this
section "member" includes a person attending as a proxy or
representing a family, club or corporation that is a member.
29. (1)
Subject to these rules, at each general meeting -
(a) the president or, if there is
no president or if the president is not present within 15
minutes after the time fixed for
the meeting or is unwilling to act, the vice-president
is to preside as chairperson; and
(b) if the vice-president is absent or unwilling to act as
chairperson, the members present must elect one of their number to be
chairperson of the meeting; and
(c) the chairperson must conduct
the meeting in a proper and orderly way; and
(d) each question, matter or resolution must be
decided by a majority of votes of the
members present; and
(e) each member present and entitled to vote is
entitled to I vote only and, if the votes are equal, the chairperson has a
casting vote as well as a primary vote; and
(f) a member is not entitled to vote at a general
meeting if the member's annual subscription is in arrears at the date of the
meeting; and
(g) voting may be by a show of hands or a division of
members, unless at least 20% of the members present demand a secret ballot; and
(h) if a secret ballot is held, the chairperson must
appoint 2 members to conduct the secret ballot in the way the chairperson
decides; and
(i) the result of a secret ballot as declared by the chairperson is taken to be a resolution of the meeting