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Lighthouses of Australia Inc Constitution
CONSTITUTION OF LIGHTHOUSES OF AUSTRALIA INC.
(Incorporated in Victoria, Australia under the Associations Incorporation Act 1981)
1. The name of the Incorporated Association is LIGHTHOUSES OF AUSTRALIA (in these rules called "the Association").
2.(1) In these Rules, unless the contrary intention appears:
2.(2) In these Rules, a reference to the Secretary of the Association is a reference:
2.(2)(a) where a person holds office under these Rules as Secretary of the Association - to that person; and
2.(2)(b) in any other case, to the Public Officer of the Association.
2.(3) Words or expressions contained in these Rules shall be interpreted in accordance with the Interpretation of Legislation Act 1984 and the Act as amended.
Definition of "Australian lighthouse" - An "Australian lighthouse" is any lighthouse, lightship, marker or beacon on any Australian coast, waterway or offshore island or reef whether functional or non-functional, manually or automatically operated.
"A lighthouse of interest" to the Association is any lighthouse, lightship, marker or beacon located in any country that shares or is situated on any common or shared ocean touching Australian shores.
APPLICATION FOR MEMBERSHIP
3.(1) Any natural person interested in supporting the Lighthouses of Australia Web site and who shares the stated aims of the Association and who is approved for membership as provided in these Rules is eligible to be a member of the Association on payment of the annual subscription Membership of the Association shall be open to any interested organisation or public body upon payment of an annual subscription in respect of one or more units of subscription of such amount per unit as is from time to time determined by an Annual General Meeting.
The privileges of financial Members shall be-
3.(1)(a) to be listed on the Lighthouses of Australia database
3.(1)(b) to vote an equal vote regardless of the class of membership or to designate one representative by proxy to act on their behalf as an ordinary member of the Association for the purpose of voting and exercising other privileges.
3.(1)(c) to receive the Prism publication bimonthly.
3.(2) A person or organisation who is not a member of the Association at the time of the incorporation of the Association (or who was a member at that time but has ceased to be a member) shall not be admitted to membership:
3.(2)(a) unless the admission as a member is approved by the Committee .
3.(2)(b) Natural persons, corporations or non-profit organisations seeking to become members of the Association shall apply in writing or by electronic means to the Secretary or Membership Officer of the Association.
3 (3) The Committee shall have the power to accept or reject applications for membership.
3 (4) As soon as is practicable, the Secretary or Membership Officer shall forward to the new member a letter of welcome and membership card.
3 (5) The Secretary or Membership Officer shall, upon payment of the amounts referred to in sub-clause (5) enter the name in the register of members of the new member and, upon the name being so entered, the applicant becomes a member of the Association.
3 (6) A right, privilege, or obligation of a person by reason of membership of the Association:
3 (6)(a) is not capable of being transferred or transmitted to another person; and
3 (6)(b) terminates upon the cessation of membership whether by death or resignation or otherwise.
4. The annual subscription shall be such amount as determined by the Annual General Meeting of the Association and is payable in advance on or before 1 July in each year.
REGISTER OF MEMBERS
The Secretary or Membership Officer shall keep and maintain a register of members in which shall be entered the full name, address and date of entry of the name of each member and the register shall be available for inspection and copying by members upon request provided that such a list is not to be used to create a commercial mailing list without permission from the Committee of the Association.
RESIGNATION AND EXPULSION OF MEMBER
6.(1) A member of the Association who has paid all monies due and payable by the member to the Association may resign from the Association by first giving one month's notice in writing to the Secretary of his or her intention to resign and upon the expiration of that period of notice the member ceases to be a member.
6.(2) Upon the expiration of a notice given under sub-clause (1), the Secretary or Membership Officer shall make in the register of members an entry recording the date on which the member by whom the notice was given, ceased to be a member.
7.(1) Subject to these Rules, the Committee may by resolution:
7.(1)(a) expel a member from the Association;
7.(1)b) suspend a member from membership of the Association for a specified period. or
7.(1)(c) fine a member an amount not exceeding $20 if the Council is of the opinion that the member:
7.(1)(c)(i) has refused or neglected to comply with these Rules; or
7.(1)(c)(ii) has been guilty of conduct unbecoming a member or prejudicial to the interests of the Association.
7.(2) A resolution of the Committee under sub-clause (I):
7.(2)(a) does not take effect unless the Committee, at a meeting held not earlier than 14 and not later than 28 days after the service on the member of a notice under sub-clause (3) confirms the resolution in accordance with this clause; and
7.(2)(b) where the member exercises a right of appeal to the Association under this clause, does not take effect unless the Association confirms the resolution in accordance with this clause.
7.(3) If the Committee passes a resolution under sub-clause (1), the Secretary shall, as soon as practicable, cause to be served on the member a notice in writing:
7.(3)(a) setting out the resolution of the Committee and the grounds on which it is based;
7.(3)(b) stating that the member may address the Committee at a meeting to be held not earlier than 14 and not less than 28 days after service of the notice,
7.(3)(c) stating the date, place and time of that meeting;
7.(3)(d) informing the member that he or she may do one or more of the following:
7.(3)(d)(i) Attend that meeting.,
7.(3)(d)(ii) Give to the Committee before the date of that meeting a written statement seeking the revocation of the resolution; and
7.(3)(d)(iii) Not later than 24 hours before the date of the meeting lodge with the Secretary a notice to the effect that he or she wishes to appeal to the Association in General Meeting against the Resolution.
7.(4) At a meeting of the Committee held in accordance with sub-clause (2), the Committees:
7.(4)(a) shall give to the member an opportunity to be heard.,
7.(4)(b) shall give due consideration to any written statement submitted by the member. and
7.(4)(c) shall by resolution determine whether to confirm or to revoke the resolution
7.(5) If the Secretary receives a notice under sub-clause (3) he or she shall notify the Committee and the Committee shall convene a General Meeting of the Association to be held within twenty-one days after the date on which the Secretary received the notice.
7.(6) At a General Meeting of the Association convened under sub-clause (5):
7.(6)(a) no business other than the question of the appeal shall be transacted;
7.(6)(b) the Committee may place before the meeting details of the grounds for the resolution and the reasons for the passing of the resolution;
7.(6)(c) the member shall be given an opportunity to be heard; and
7.(6)(d) the members present shall vote by secret ballot on the question whether the resolution should be confirmed or revoked.
7.(7) If at the General Meeting:
7.(7)(a) two-thirds of the members vote in person or by proxy in favour of the confirmation of the resolution, the resolution is confirmed; and
7.(7)(b) in any other case, the resolution is revoked.
ANNUAL GENERAL MEETING
8.(1) The Association shall in each calendar year convene an Annual General Meeting of its members.
8.(2) The Annual General Meeting shall be held on such day as the Committee determines. In order to permit the fullest participation of members the meeting place may be linked with other meeting places by tele- or videoconferencing or similar electronic means. Members at these places shall form part of the quorum of the meeting and for the purposes of discussion and voting shall be regarded as attending the meeting.
8.(3) The Annual General Meeting shall be specified as such in the notice convening it. The ordinary business of the Annual General Meeting shall be:
8.(3)(a) to confirm the minutes of the last preceding Annual General Meeting and of any General Meeting held since that meeting;
8.(3)(b) to receive from the Committee reports upon the transactions of the Association during the last preceding financial year;
8.(3)(c) to elect officers of the Association and the ordinary members of the Committee. and
8.(3)(d) to receive and consider the statement submitted by the Association in accordance with section of the Act.
8.(4) The Annual General Meeting may transact special business of which notice is given in accordance with these Rules.
8.(5) The Annual General Meeting shall be in addition to any other General Meetings that may be held in the same year.
8.(6) The Committee shall prepare an Agenda for the Annual General Meeting and shall cause to be placed on the Agenda:
8.(6)(a) those matters required by the Constitution;
8.(6)(b) those recommendations of the Committee for discussion and decision by the meeting;
8.(6)(c) any motion properly proposed and seconded provided that the motion is received by the Secretary at least one calendar month before the meeting.
8.(7) The Secretary shall pre-circulate to each member of the Association a copy of the Agenda to which may be attached or in which may be incorporated:
8.(7)(a) a statement prepared by the Committee to support each of its recommendations;
8.(7)(b) a statement prepared by the proposer of any motion in support of that motion;
8.(7)(c) a statement prepared by the Committee to comment upon any motion.
8.(8) The only motions which may be accepted for consideration by the Annual General Meeting other than those prescribed in sub-clause (6) above shall be those which are recommendations to the Committee.
SPECIAL GENERAL MEETING
9. All General Meetings other than the Annual General Meeting shall be called Special General Meetings.
10.(1) The Council may, whenever it thinks fit, convene a Special General Meeting of the Association and, where, but for this sub-clause, more than fifteen months would elapse between Annual General Meetings shall convene a Special General Meeting before the end of that period.
10.(2) As in the case of the Annual General Meeting in order to permit the fullest participation of members, the meeting place may be linked with other meeting places by tele- or videoconferencing or similar electronic means. Members at these places shall form part of the quorum of the meeting and for the purposes of discussion and voting shall be regarded as attending the meeting.
10.(3) The Committee shall, on the requisition in writing of members representing not less than 5 per cent of the total number of members, convene a Special General Meeting of the Association.
10.(4) The requisition for a Special General Meeting shall state the objects of the meeting and shall be signed by the members making the requisition and be sent to the address of the Secretary and may consist of several documents in a like form, each signed by one or more of the members making the requisition.
10.(5) If the Committee does not cause a Special General Meeting to be held within the month after the date on which the requisition is sent to the address of the Secretary, the members making the requisition, or any of them, may convene a Special General Meeting to be held not later than three months after that date.
10.(6) A Special General Meeting convened by members in pursuance of these Rules shall be convened in the same manner as nearly as possible as that in which those meetings are convened by the Committee and, all reasonable expenses incurred in convening the meeting shall be refunded by the Association to the persons incurring the expenses.
NOTICE OF MEETING
11.(1) The Secretary of the Association shall, at least 14 days before the date fixed for holding a General Meeting of the Association, cause to be sent to each member of the Association at the address appearing in the register of members, a notice stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting. Notices may be sent by post or by facsimile or e-mail or similar electronic means.
11.(2) No business other than that set out in the notice convening the meeting shall be transacted at the meeting.
11.(3) A member desiring to bring any business before a meeting may give notice of that business in writing to the Secretary, who shall include that business in the notice calling the next General Meeting after the receipt of the notice.
PROCEEDINGS AT MEETINGS
12.(1) All business that is transacted at a Special General Meeting and all business that is transacted at the Annual General Meeting with the exception of that specially referred to in these Rules as being the ordinary business of the Annual General Meeting shall be deemed to be special business.
12.(2) No business item shall be transacted at a General Meeting unless a quorum of members entitled under these Rules to vote is present during the time when the meeting is considering that item
12.(3) Five members personally or electronically present (being members entitled under these Rules to vote at a General Meeting) constitute a quorum for the transaction of the business of a General Meeting.
12.(4) 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 next week at the same time and (unless another place is specified by the Chairperson at the time of the ad adjournment or by written j notice to members given before the day to which the meeting is adjourned) at the same place and if at the adjourned meeting the quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being not less than 3) shall be a quorum.
13,(1) The President, or in the President's absence, the Vice President, shall preside as Chairperson at each general meeting of the Association.
13.(2) If the President and the Vice President are absent from a general meeting, the members present shall elect one of their number to preside as Chairperson at the meeting.
14.(1) The Chairperson of a General Meeting at which a quorum is present may, with the consent of 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.
14.(2) Where a meeting is adjourned for fourteen days or more, a like notice of the adjourned meeting shall be given as in the case of the general meeting.
14.(3) Except as provided in this sub-clause, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting.
15. A question arising at a general meeting of the Association shall be determined either on a show of hands or as an electronic response and unless, before or on the declaration of the show of hands or on an electronic response a poll is demanded, a declaration by the Chairperson that a resolution has, on a show of hands or by an electronic response, been carried or carried unanimously or carried by a particular majority or lost, and an entry to that effect in the Electronic Record of Minutes of the Association ("ERMA") is evidence of the fact without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.
16.(1) Upon any question arising at a General Meeting of the Association, a member has one vote only.
16.(2) All votes shall be given personally or by proxy.
16.(3) All proxies must be declared to the Secretary at the commencement of the meeting
16.(4) In the case of an equality of voting on a question, the Chairperson of the meeting is entitled to exercise a second or casting vote.
17.(1) If at a meeting a poll on any question is demanded by not less than three members, it shall be taken at that meeting in such manner as the Chairperson may direct and the resolution of the poll shall be deemed to be a resolution of the meeting on that question.
17.(2) A poll that is demanded on the election of a Chairperson or on a question of an adjournment shall be taken forthwith and a poll that is demanded on any question shall be taken at such time before the close of the meeting as the Chairperson may direct.
18. A member is not entitled to vote at any General Meeting unless all monies due and payable by the member to the Association have been paid, other than the amount of the annual subscription payable in respect of the current financial year.
19.(1) Each member is entitled to appoint another member as a proxy by notice given to the Project Secretary no later than 24 hours before the time of the meeting in respect of which the proxy is appointed.
19.(2) Only one proxy may be held by each member present throughout a meeting.
19.(3) The notice appointing the proxy shall be in the form set out in Appendix 1.
20.(1) The affairs of the Association shall be managed by the Committee constituted as provided in Rule 22 (Members of Committee).
20.(2) The Committee:
20.(2)(a) shall control and manage the business and affairs of the Association;
20.(2)b) may, subject to these Rules, the Regulations and the Act, exercise all such powers and functions as may be exercised by the Association other than those powers and functions that are required by these Rules to be exercised by General Meetings of the members of the Association; and
20.(2)(c) subject to these Rules, the regulations and the Act, has power to perform all such acts and things as appear to the Committee to be essential for the proper management of the business and affairs of the Association.
21.(1) The Officers of the Association shall be:
21.(1)(a) a President
21.(1)(b) a Vice President
21.(1)(c) a Finance Officer, and
21.(1)(d) a Secretary
21.(1)(e) a Membership Officer
21.(1)(f) a Publishing Officer
21.(2) The Committee may create additional portfolios and from the Committee appoint officers to these portfolios.
21.(3) The provisions of Rule 23 (Election of Officers) so far as they are applicable and with the necessary modifications, apply to and in relation to the election of persons to any of the offices mentioned in sub-clause (1).
21.(4) Each officer of the Association shall hold office until the Annual General Meeting next after the date of his or her election but is eligible for re-election.
22.(1) The Officers and other members of the Committee shall serve in an honorary capacity.
22.(2) The quorum for a meeting of the Committee shall be four members of the Committee.
ELECTION OF OFFICERS AND VACANCIES
23.(1) Subject to this clause, the Officers and other members of the Committee shall be elected by a ballot of Members of the Association and their Proxies present at the Annual General Meeting.
23.(2) Nominations of candidates for election as officers of the Association or as committee members
23.(2)(a) shall be made and seconded in writing or by electronic means using the pro forma given in Appendix 2, which should be agreed by the member of the Association proposing the candidate and by the candidate themselves; and
23.(2)(b) shall be received by the Project Secretary of the Association not less than seven days before the date fixed for the holding of the ballot.
23.(3) 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.
23.(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,
23.(5) If the number of nominations exceeds the number of vacancies to be filled, a ballot shall be held.
23.(6) The ballot for the election of officers and other committee members shall be conducted at the Annual General Meeting in such usual and proper manner as the Committee may direct.
24.(1) For the purposes of these Rules, the office of an officer of the Association or of a State or Regional Representative of the Council becomes vacant if the officer or member:
24.(1)(a) ceases to be a member of the Association,
24.(1)(b) becomes an insolvent under administration within the meaning of the Companies (Victoria)~Code; or 24.(1)(c) resigns from office by notice in writing given to the Secretary.
24.(2) In the event of a casual vacancy, the Committee shall appoint a Member of the Association as an Officer or other member of the Committee to fill the vacancy. The appointee shall serve for the remainder of the term of the office or position and during that time shall assume the full privileges and responsibilities of the officer or position
PROCEEDINGS OF THE COMMITTEE
25.(1) The Committee shall meet at least 3 times in each year at such place and such times as the Committee may determine. Meetings may be held by tele- or video conferencing or similar electronic means.
25.(2) Special meetings of the Committee may be convened by the President or by any four of the members of the Committee
25.(3) Notice shall be given to members of the Committee of any special meeting specifying the general nature of the business to be transacted and no other business shall be transacted at such a meeting.
25.(4) Any four members of the Committee constitute a quorum for the transaction of the business of a meeting of the Committee.
25.(5) No business shaft be transacted 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 shall stand adjourned to the same place and at the same hour of the same day in the following week unless the meeting was a special meeting in which case it lapses.
25.(6) At meetings of the Committee:
25.(6)a) the President or in the President's absence the Vice -President shall preside or,
25.(6)b) if the President and the Vice President are absent, such one of the remaining members of the Committee as may be chosen by the members present shall preside.
25.(7) Questions arising at a meeting of the Committee or of any sub-committee appointed by the Committee shall be determined on a show of hands or by electronic means, if demanded by a member, by a poll taken in such manner as the person presiding at the meeting may determine.
25.(8) 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 and, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.
25.(9) Written notice of each Committee meeting shall be served on each member of the Committee by delivering it to the member at a reasonable time before the meeting or by sending it by pre-paid post, or electronic mail addressed to him or her at his or her usual or last known place of abode or business at least two business days before the date of the meeting. Receipt of a reply from the addressee acknowledging an electronic mail notice shall be deemed to validate such a notice.
25.(10) Subject to sub-clause (4) the Committee may act notwithstanding any vacancy on the Committee.
25.(11) The Members of the Association resident in the State or in the Australian Capital Territory or Region may form a Local Committee for the purpose of organising local and national meetings of the Association in the State or in that Territory, or Region, respectively.
25.(12) A Local Committee shall be entitled to receive from the funds of the Association such amounts as the Committee from time to time allocates. The Local Committee shall maintain proper records of the receipt and expenditure of the monies so allocated and shall account for the monies according to the directions of the Committee.
26. The Secretary of the Association shall keep minutes of the resolutions and proceedings of each general meeting and each Committee meeting in files provided for that purpose together with a record of the names of persons present at Committee meetings.
27. The Finance Officer of the Association:
27.(1) shall collect and receive all monies due to the Association and make all payments authorised by the Association, and
27.(2) shall keep correct accounts and books showing the financial affairs of the Association with full details of all receipts and expenditure connected with the activities of the Association.
REMOVAL OF A MEMBER OF THE COMMITTEE
28.(1) The Association in General Meeting may by resolution remove any member of the Committee before the expiration of the member's term of office and appoint another member in his or her stead to hold office until the expiration of the term of the first-mentioned member.
28.(2) Where the member to whom a proposed resolution referred to in sub-clause (1) makes representations in writing to the Secretary or President of the Association (not exceeding a reasonable length) and requests that they be notified to the members of the Association, the President or the Secretary may send a copy of the representations to each member of the Association or, if they are not so sent, the member may require that they be read out at the meeting.
29. All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by any two of the President, Finance Officer, Membership Officer and Secretary.
30.(1) The Common Seal of the Association shall be kept in the custody of the Public Officer.
30.(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 of two members of the Committee.
ALTERATION OF RULES AND STATEMENT OF AIMS
31. These Rules and the Statement of Aims of the Association shall not be altered except in accordance with the Act.
32.(1) A notice may be served by or on behalf of the Association upon any member either personally or by sending it by post or electronic mail to the member at the address shown in the Register of Members.
32.(2) Where a document is properly addressed, prepaid and posted to a person as a letter, the document shall, unless the contrary is proved, be deemed to have been given to the person at the time at which the letter would have been delivered in the ordinary course of post. Receipt of a reply from the addressee acknowledging an electronic mail notice shall be deemed to validate such a notice and, unless the contrary is proved, it will be deemed to have been sent to the person at the time which appears on the mail header.
WINDING UP OR CANCELLATION
33. In the event of the winding up or the cancellation of the incorporation of the Association, the assets of the Association shall be disposed of in accordance with the provisions of the Act. The Association shall not be wound up by the Members except in pursuance of a resolution passed by three quarters of the Members voting in a postal ballot or by electronic means among all members of the Association.
CUSTODY OF RECORDS
34.(1) Except as otherwise provided in these Rules, the Secretary or Public Officer shall keep in his or her custody or under his or her control all books, documents and securities of the Association.
34.(2) All accounts, books, documents and securities of the Association shall be available for inspection and copying by any member of the Association upon request.
35.(1) The funds of the Association shall be derived from annual subscriptions, donations and such other sources as the Committee determines.
The Draft Constitution page for LoA Inc. was first published online on 09/08/00.
Reviewed by Sally Gaunt, solicitor/committee member 29/12/04.
Further review and discussion by the Committee in July 2005.
Final alterations to be put to the members for acceptance at the AGM in August 2005.
Contact: Lighthouse Keeper email@example.com
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