| Constitution |
Constitution of the Kensington AssociationNAME1. The name of the organisation is Kensington Association, hereinafter called "The Association". 2. (1) To initiate and, where necessary, implement action which will assist the retention, integration, development and advancement of the social, cultural and community infrastructure, business activity and residentsâ interests of Kensington. (2) To initiate and , where necessary, implement action which will assist in the protection and enhancement of the built and natural environment. (3) To encourage such activities as are likely to help the people of Kensington to become constructively involved in matters affecting their life and work. (4) To provide effective means of approaching Municipal, State and Federal governments and other public authorities and instrumentalities. (5) To uphold the democratic process and the accountability of government and public authorities and instrumentalities. (6) To cooperate with others, both within and outside Kensington, who have similar interests and objectives. Accordingly the Association should do all such things that are incidental or conducive to the attainment of these aims and objectives which are within its powers. 3. (1) In these rules, "The Act" means the Associations Incorporation Act 1981 and "The Regulations" means regulations under the Act. (2) Words or expressions contained in these rules shall be interpreted in accordance with the provisions of the Acts Interpretations Act 1958 and the Act as in force from time to time. (3) In these rules, any reference to "the Committee" is a reference to the Steering Committee of the Association. 4. (1) A person who lives, works or has a special interest in Kensington and who is at least sixteen years of age may become a member of the Association on payment of the annual subscription payable under these rules. (2) A person becomes a member of the Association upon payment of the annual subscription. 5. (1) The annual membership subscription for each calendar year shall be as determined at the Annual General Meeting during the preceding year and is due and payable on 1 January. (2) Provision may then be made for concessional subscription. 6. The Secretary 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 by members. 7. A member of the Association shall cease to be a member if that person has not paid the annual subscription within three months of the due date. 8. A member of the Association may resign from the Association by notice in writing to the Secretary, who shall make in the register of members an entry recording the date on which the member ceases to be a member. 9. (1) The Association shall in each calendar year convene an annual general meeting of its members. (2) The annual general meeting shall be held on such day as the Committee determines, but must be before the end of April. (3) The annual general meeting shall be specified as such in the notice convening it. (4) The ordinary business of the annual general meeting shall be: (a) to confirm the minutes of the last preceding annual general meeting; (b) to receive from the Committee reports upon the transaction of the Association during the last preceding financial year; (c) to elect officers of the Association and the ordinary members of the Committee; and (d) to receive and consider the statement submitted by the Association in accordance with sub-section 30(3) of the Act. (5) The annual general meeting may transact special business of which notice is given in accordance with these Rules. (6) The annual general meeting shall be in addition to any other general meetings that may be held in the same year. 10. (1) General meetings of the Association shall be held at intervals of approximately eight weeks. (2) General meetings shall consist of members of the Association in attendance. 11. (1) The Committee may, whenever it thinks fit, convene a special general meeting of the Association. (2) The Committee shall, on the requisition in writing of at least ten members, convene a special general meeting of the Association. (3) 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. (4) If the Committee does not cause a special general meting to be held within one 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 3 months after that date. (5) 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. 12. (1) The Secretary of the Association shall, at least seven days before the date fixed for holding a general meeting of the Association, cause to be sent to each member of the Association at his/her address appearing in the register of members, a notice by hand delivery or by prepaid post or electronic means stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting. (2) The agenda shall include provision for members to raise matters without notice. (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. (4) Accidental omission to give notice to any member shall not invalidate a meeting. 13. (1) No item of business 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. (2) 150% of the number of members of the Steering Committee elected under 21 (1) at the time of a general meeting shall constitute a quorum at that general meeting. (3) If within half an hour after the appointed time of 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 adjournment or by written 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 fro the commencement of the meeting, the members present (being not less than 5) shall be a quorum. 14. (1) The Chairperson, or in his/her absence, the Vice-Chairperson, shall preside as Chairperson at each general meeting of the Association. (2) If the Chairperson and Vice-Chairperson are absent from a general meeting, the members present shall elect one of their number to preside as Chairperson at the meeting. 15. (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. (2) Where a meeting is adjourned for 14 days or more, a like notice of adjourned meeting shall be given as in the case of the general meeting. (3) Except as provided in sub-clause (1) and (2), it is not necessary to give notice of an adjournment or of the business to be transacted at any adjourned meeting. 16. (1) Prior to any formal vote, every effort shall be made by the Chairperson to facilitate a consensus. (2) A question arising at a general meeting of the Association shall be determined on a show of hands and unless before the declaration of the show of hands a ballot is demanded, a declaration by the Chairperson that a resolution has, on a show of hands, been carried unanimously or carried by a particular majority or lost, and an entry to that effect in the Minutes of the Association is evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution. 17. (1) Upon any question arising at a general meeting of the Association, a member has one vote only. (2) All votes shall be given personally or by proxy. 18. (1) If at a meeting a ballot on any question is demanded by not less than two members, it shall be taken at that meeting in such a manner as the Chairperson may direct and the resolution of the ballot shall be deemed to be a resolution of the meeting on that question. (2) A ballot that is demanded on the election of a Chairperson or on a question of an adjournment shall be taken forthwith and a ballot that is demanded on any other question shall be taken at such time before the close of the meeting as the Chairperson may direct. 19. A member is not entitled to vote at any general meeting unless all moneys due and payable by the member to the Association have been paid. 20. Each member shall be entitled to appoint another member as a proxy by notice in writing given to the Secretary before the opening of the meeting for which the proxy applies. 21. (1) The affairs of the Association shall be managed by a Steering Committee comprising the office bearers of the Association as defined in clause 22(1), and up to four other members of the Association elected at the Annual General Meeting of the Association (2) The Committee: (a) shall control and manage the business and affairs of the Association; (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 (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. 22. (1) The officers of the Association shall be: (a) a Chairperson; (b) a Vice-Chairperson; (c) a Treasurer; and (d) a Secretary. (2) The provisions of Rule 23 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). (3) Each officer of the Association shall hold office until the next annual general meeting but is eligible for re-election. (4) In the event of a casual vacancy in any office referred to in sub-clause (1), the Committee may appoint one if its members to the vacant office. Such appointment must be ratified at the next general meeting. Once ratified the member so appointed may continue in office up to and including the conclusion of the next annual general meeting. ELECTION OF OFFICERS AND VACANCY 23. (1) Nominations of candidates for election as officers of the Association (a) shall be in writing, signed by two members of the Association and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination); and (b) shall be delivered to the Secretary of the Association not less that seven days before the date fixed for the holding of the annual general meeting. (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. (3) 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. (4) If the number of nominations exceed the number of vacancies to be filled, a ballot shall be held. (5) The ballot for the election of officers 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. (6) No members of parliament, local government councillors or candidates are eligible to hold office. (7) Candidates for election to public office shall stand down from the Steering Committee. (8) Retiring members shall be eligible for nomination, but no person shall hold the same office for more than four successive years. 24. For the purposes of these Rules, the office of an officer of the Association or of an ordinary member of the Committee becomes vacant if the officer or member: (a) ceases to be a member of the Association; (b) becomes an insolvent under administration within the meaning of the Companies (Victoria) Code; (c) resigns from office by notice of writing given to the Secretary; or (d) misses 3 consecutive Steering Committee meetings without leave of absence. PROCEEDINGS OF STEERING COMMITTEE 25. (1) The Committee shall meet at least 4 times in each year at such place and such times as the Committee may determine. (2) Special meetings of the Committee may be convened by the Chairperson or by any 4 of the members of the Committee. (3) All Committee meetings shall be open to any interested person to attend with all present possessing speaking rights, but voting rights not extending beyond members of the Committee. (4) 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 meeting. (5) Any four members of the Committee constitute a quorum for the transaction of the business of a meting of the committee, so long as three are office bearers of the Association. (6) No business shall 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. (7) At meetings of the Committee: (a) The Chairperson, or in the Chairpersonâs absence, the Vice-Chairperson shall preside; or (b) if the Chairperson and the Vice-Chairperson are absent, such one of the remaining members of the Committee may be chosen by the members present shall preside. (8) 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, if demanded by a member, by a ballot taken in such a manner as the person presiding at the meeting may determine. (9) 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. (10) Written notice of each committee meeting shall be served on each member of the Committee by delivering it at a reasonable time before the meeting or by sending it by prepaid post addressed to the members usual or last known place of abode at least two business days before the date of the meeting. (11) Subject to sub-clause (5) the Committee may act notwithstanding any vacancy on 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 books provided for that purpose together with a record of the names of the persons present at committee meetings. 27. (1) The Treasurer of the Association: (a) shall collect and receive all moneys due to the Association and make all payments authorised by the Association; (b) 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; and (c) shall prepare and present a financial report (for the previous calendar year) to each annual general meeting. (2) The accounts and books referred to in sub-clause (1) shall be available for inspection by members. 28. All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by two of the Chairperson, Vice-Chairperson, Secretary and Treasurer. 29. (1) The Common Seal of the Association shall be kept in the custody of the Secretary. (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 signature of two office bearers of the Committee. ALTERATION OF RULES AND STATEMENT OF PURPOSE 30. These rules and three statement of purposes of the Association shall not be altered except in accordance with the Act. 31. (1) A notice may be served by or on behalf of the Association upon any member by sending it by post or hand delivering it to the memberâs address shown in the Register of members, or by electronic means. (2) Where a document is properly addressed pre-paid 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. 32. 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. 33. (1) The Association shall be wound up if the total membership drops to 5 or fewer members or by consent of three-quarters of members at a special general meeting having been called specially for that purpose. (2) Any and all assets remaining after full settlement of all just debts and liabilities of the Association shall be disposed of by transfer to some other institution, organisation, association or fund which has similar objects and which has in its constitution a clause or paragraph prohibiting or excluding the gift or transfer of its assets to any of its members or subscribers. 34. Except as otherwise provided in these Rules, all books, documents and securities of the Association shall be kept in the custody of or under the control of the Secretary. 35. The funds of the Association shall be derived from entrance fees, annual subscriptions, donations and such other sources as the Committee determines. 36. (1) The Association shall not endorse candidates for elective public office. (2) No member of the Committee shall receive payment from the Association for his/her services to the Association. |