Current Constitution

Downloadable copy (.doc) of Constitution 1998

 

The        Constitution       

                                                                                 1 November 1998      

 1.         Name of Association

 

The name of the Association is The 84 Contemporary Machine Embroidery and Textile Group Inc

                       

                        Definitions

 

  1. In these rules, unless contrary intention appears-

 

“Committee meeting” means meeting referred to in rule 14 [1];

 

“Committee member” means person referred to in paragraph [a], [b], [c] or [d] of rule 9 [1];

 

“financial year” has the meaning given by section 3[1] of the Act, reference in that section to-

 

            [a] “ an incorporated association” or “ the association” being construed as a reference to the Association; and

 

            [b] “the Committee” being construed as a reference to the Committee;

 

“general meeting” means meeting convened under rule 15;

 

“member” means member of the Association

 

“ordinary resolution” means resolution other than a special resolution;

 

“special resolution” has the meaning given by section 24 of the Act;

 

“the Act” means the Associations Incorporation Act 1987;

 

“the Association” means the Association referred to in rule 1;

 

“the Convenor” means-

 

            [a] in relation to the proceedings at a Committee meeting or general meeting, the person presiding at the Committee meeting or general meeting in accordance with rule 10; or

 

            [b] otherwise than in relation to the proceedings referred to in paragraph [a] the person referred to in rule 9 [1] [a].

 

“the Committee” means the Committee of Management of the Association referred to in rule 9 [1];

 

“the Secretary” means the Secretary referred to in rule 9 [1] [b];

 

“the Treasurer” means the Treasurer referred to in rule 9 [1] [c];

Objects of Association

 

3.         The objects of the Association are:

 

3.1       Provide a non- profit making Association to promote the making of quality machine embroidery in Western Australia.

3.2       Facilitate the sharing of machine embroidery information and skills by members and through meetings, workshops and exhibitions.

3.3       Acknowledge and respect the creations and ideas of members and to encourage fellowship between them, no plagiarism will be tolerated.

3.4       Encourage and develop contact with machine embroiderers elsewhere.

    1. The Association shall make no payment directly or indirectly to any member including Life members, other than to reimburse a member for bona fide expense incurred on behalf of the Association.

 

4          Qualifications for membership of Association

 

4.1       Membership of the Association is open to any person who is interested in quality machine embroidery and who is approved of by the members.

4.2       A person who wishes to become a member shall apply for membership to the Committee in writing signed by that person and in such form as the Committee from time to time directs.

4.3       The members shall consider each application made under subrule [2] at a members meeting and shall at the meeting or a subsequent membership meeting accept or reject that application.

4.4       No member may propose or second more than one person for membership within any period of twelve months.

4.5       A member may, with the permission of the members present, introduce a visitor at an Association function [other than a business meeting], but no non-member may attend as a visitor on more than two occasions in any period of twelve months.

           

5          Register of members of Association

 

5.1       The Secretary shall on behalf of the Association keep and maintain the register of members in accordance with section 27 of the Act and that register shall be so kept and maintained at his or her place of residence.

5.2       The Secretary shall cause the name of a person who dies or who ceases to be a member under rule [6.3] [7.1] or[8] to be deleted from the register of members referred to in subrule[1]

6.         Subscriptions of members of Association

 

6.1       The members shall from time to time at a general meeting immediately prior to an annual general meeting determine the amount of the subscription to be paid by each member.

6.2       Each member shall pay the Treasurer, annually on or before 1 February or such other date as the Committee from time to time determines, the amount of the subscription under subrule[1]

6.3       Subject to subrule [4], a member whose subscription is not paid with 3 months after the relevant date fixed by or under subclause [2] ceases on the expiry of that period to be a member, unless the Committee decides otherwise.

6.4       A member is a financial member for the purposes of these rules if his or her subscription is paid on or before the relevant date fixed by or under subrule [2] or within 3 months thereafter

6.5       Life members can be appointed by the membership and will not be required to pay an annual subscription.

 

7          Resignation of members of Association

 

7.1       A member who delivers notice in writing of his or her resignation from the Association to the Secretary or another Committee member ceases on that delivery to be a member.

7.2       A person who ceases to be a member under subrule [1] remains liable to pay to the Association the amount of any subscription due and payable by that person to the Association but unpaid at the date of cessation.

7.3       A member who fails to attend three meetings in any year without good cause and apology, shall be deemed to have resigned from the Association.

 

8          Expulsion of members of Association

 

8.1       If the Committee considers that a member should be expelled from membership of the Association because of his or her conduct detrimental to the interests of the Association, the Committee shall communicate, either orally or in writing, to the member-

 

a] notice of the proposed expulsion and of the time, date and place of the Committee meeting at which the question of that expulsion will be decided; and

b] particulars of that conduct,

not less than 30 days before the date of the Committee meeting referred to in paragraph [a].

 

8.2       At the Committee meeting referred to in a notice communicated under subrule [1] the Committee may, having afforded the member concerned a reasonable opportunity to be heard by, or to make representations in writing to the Committee, expel or decline to expel that member from membership of the Association and shall, forthwith after deciding whether or not so to expel that member, communicate that decision in writing to that member.

8.3       Subject to subrule [5] a member who is expelled under subrule [2] from membership of the Association ceases to be a member 14 days after the day on which the decision so to expel him or her is communicated to him or her under subrule [2].

8.4       A member who is expelled under subrule [2] from membership of the Association shall, if he or she wishes to appeal against that expulsion, give notice to the Secretary of his or her intention to do so within the period of 14 days referred to in subrule [3]

 

8.5       When notice is given under subrule [4]

 

a] the Association in a general meeting may, after having afforded that member who gave that notice a reasonable opportunity to be heard by, or to make representations in writing to, the Association in the general meeting, confirm or set aside the decision of the Committee to expel that member; and

 

b] the member who gave that notice does not cease to be a member unless and until the decision of the Committee to expel him or her is confirmed under this subrule.

           

9          Committee of Management

 

9.1       The affairs of the Association shall be managed exclusively by a Committee of Management consisting of-

 

a] a Convenor ;

b] a Secretary ;

c] a Treasurer ; and

d] two other Committee members

 

all of whom shall be members of the Association elected to membership of that Committee at an annual general meeting or appointed under subrule[9]. They shall hold office until the commencement of the next annual general meeting and shall be eligible for re-election.

 

9.2       No member shall serve as Convenor, Secretary or Treasurer for more than three consecutive years.

9.3       The Convenor, Secretary and Treasurer shall act only in accordance with the policy of the Association, and shall prepare the schedule of meetings for the year.

9.4       When a casual vacancy within the meaning of rule 12 occurs in the membership of the Committee-

            a] the Committee may appoint a member to fill that vacancy; and

b] a member appointed under this subrule shall-

 

                        [i] hold office until the commencement of; and

[ii] be eligible for election to membership of the Committee at the next following annual general meeting.

 

 

10        Convenor

           

The Convenor shall preside at all general meetings and Committee meetings and in his or her absence a member of the Committee nominated by the Committee shall preside.

 

 

 

11        Secretary

 

            The Secretary shall-

 

                        a] co-ordinate the correspondence of the Association,

 

b] keep full and correct minutes of the proceedings of the Committee and of the Association,

 

c] comply on behalf of the Association with-

 

[i] section 27 of the Act in respect of the register of members of the Association;

[ii] section 28 of the Act in respect of the rules of the Association; and

[iii] section 29 of the Act in respect of the record of the officeholders, and any trustees, of the Association;

 

d] have custody of all books, documents, records and registers of the Association, including those referred to in paragraph [c], other than those required by rule 12 to be kept and maintained by, or in the custody of, the Treasurer; and

 

e] perform such other duties as are imposed by these rules on the Secretary.

 

 

12        Treasurer

 

The Treasurer shall-

 

a] be responsible for the receipt of all moneys paid to or received by, or by him or her on behalf of the Association and shall issue receipts for those monies in the name of the Association;

 

b] pay all monies referred to in paragraph [a] into such account or accounts of the Association as the committee may from time to time direct;

 

c] make payments from the funds of the Association with the authority of a general meeting or of the Committee and in so doing ensure that all cheques are signed by any two of; the Convenor, the Secretary or the Treasurer.

 

d] comply on behalf of the Association with sections 25 and 26 of the Act in respect of the accounting records of the Association and present them for audit when required by the Committee

 

e] whenever directed to do so by the Convenor , submit to the Committee a report, balance sheet or financial statement in accordance with that direction;

 

f] have custody of all securities, books and documents of a financial nature and accounting records of the Association, including those referred to in paragraphs [d] and [e] and

 

g] perform such other duties as are imposed by these rules on the Treasurer.

 

 

13        Casual vacancies in membership of Committee

 

A casual vacancy occurs in the office of a Committee member and that office becomes vacant if the Committee member-

a] dies;

b] resigns by notice in writing delivered to the Convenor or if the Committee member is the Convenor, to the Secretary;

c] is convicted of an offence under the Act;

d] is permanently incapacitated by mental or physical ill-health;

e] is absent from more than-

                        [i] 3 consecutive Committee meetings; or

[ii] 3 Committee meetings in the same financial year, of which he or she has received notice without tendering an apology to the person presiding at each of those Committee meetings; or

f] ceases to be a member of the Association

 

14        Proceedings of Committee

                       

1] The Committee may meet in person or by telephone or any other suitable technological means and the Convenor may at any time convene a meeting of the Committee.

2] Each Committee member has a deliberate vote.

3] A question arising at a Committee meeting shall be decided by majority vote, but, if there is an equality of votes, the person presiding at the Committee meeting shall have a casting vote in addition to his or her deliberative vote.

4] At a Committee meeting three Committee members constitute a quorum.

5] Subject to these rules, the procedure and order of business to be followed at a Committee meeting shall be determined by the Committee members present at the Committee meeting.

6] A Committee member having any direct or indirect pecuniary interest referred to in section 21 or 22 of the Act shall comply with that section.

7] Any changes concerning the Association should be discussed at Committee level before presenting them to the members.

 

15        General meetings

 

1] The Committee-

a] may at any time convene a special general meeting;

b] shall convene annual general meetings within the time limits provided for the holding of general meetings by section 23 of the Act; and

c] shall , within 30 days of-

[i] receiving a request in writing to do so from not less than 5 members, convene a special general meeting for the purpose specified in that request; or

[ii] the Secretary receiving a notice under rule 7 [5], convene a special general meeting for the purpose of dealing with the appeal to which that notice relates.

 

 2] The members making a request referred to in subrule [1] [c] [i] shall-

 

a] state in that request the purpose for which the special meeting concerned is required; and

b] sign that request.

 

3] If a special general meeting in not convened within the relevant period of 30 days referred to-

a] in subrule [1] [c] [i], the members who made the request concerned may themselves convene a special meeting as if they were the Committee; or

b] in subrule [1] [c] [ii], the member who gave the notice concerned may himself convene a special general meeting as if he or she were the Committee.

4] When a special general meeting is convened under subrule [3] [a] or [b]

a] the Committee shall ensure that the members or member convening the special general meeting are supplied free of charge with particulars of all members; and

b] the Association shall pay the reasonable expenses of convening and holding the special general meeting.

 

5] Subject to subrule [8], the Secretary shall give to all members not less than 14 days notice of a general meeting and of any motions to be moved at the general meeting.

6] A notice given under subrule [5] shall specify-

            a] when and where the general meeting concerned is to be held; and

b] particulars of the business to be transacted at the general meeting concerned and of the order in which that business is to be transacted.

7] In the case of an annual general meeting, the order in which business is to be transacted is-

            a] first, the consideration of the accounts and reports of the Committee;

b] second, the election of Committee members to replace outgoing Committee members; and

c] third, any other business requiring consideration by the Association in a general meeting.

 

8] The Secretary shall give to all members not less than 21 days notice of a general meeting at which a special resolution is to be proposed and of any other motions to be moved at that general meeting.

 

9] The Secretary may give a notice under subrule [5] or [8] by-

            a] serving it on a member personally; or

b] sending it by post to a member at the address of the member appearing in the register of members kept and maintained under section 27 of the Act.

 

10] When notice is sent by post under subrule [9] [b], sending of the notice shall be deemed to be properly effected if the notice is sufficiently addressed and posted to the member concerned by ordinary prepaid mail.

 

16        Quorum in proceedings at general meetings

 

1] At a general meeting a third of the members present in person or by proxy constitute a quorum

 

2] If within 30 minutes after the time specified for the holding of a general meeting in a notice given under rule 14 [5] or [8]-

a] as a result of a request or notice referred to in rule 14 [1] [c] or as a result of action taken under rule 14 [3] a quorum is not present, the general meeting lapses; or

b] otherwise than as a result of a request, notice or action referred to in paragraph [a], the general meeting stands adjourned to the same day in the following week and to the same venue.

 

3] When a general meeting is adjourned for a period of 30 days or more, the Secretary shall give notice under rule 15 of the adjourned general meeting as if that general meeting were a fresh general meeting.

 

4] At a general meeting-

a] an ordinary resolution put to the vote shall be decided by a majority of votes cast on a show of hands; and

b] a special resolution put to the vote shall be decided in accordance with section 24 of the Act.

 

17        Minutes of meetings of Association

 

1] The Secretary shall cause proper minutes of all proceedings of all general meetings and Committee meetings to be taken and then to be entered within 30 days after the holding of each general meeting or Committee meeting, as the case requires, in a minute book kept for that purpose.

 

2] The Convenor shall ensure that the minutes taken of a general meeting or Committee meeting under subrule [1] are checked and signed as correct by the Convenor of the general meeting or Committee meeting to which those minutes relate or of the next succeeding general meeting or Committee meeting, as the case requires.

 

3] When minutes have been entered and signed as correct under this rule, they shall, until the contrary is proved, be evidence that-

a] the general meeting or Committee meeting to which they relate [ in this subrule called “the meeting” ]was duly convened and held;

b] all proceedings recorded as having taken place at the meeting did in fact take place thereat; and

c] all appointments or elections purporting to have been made at the meeting have been validly made.

 

18        Voting rights of members of Association

 

1] Subject to these rules, each member present in person or by proxy at a general meeting is entitled to a deliberative vote.

 

2] A member which is a body corporate may appoint in writing a neutral person, whether or not he or she is a member, to represent it at a particular general meeting or at all general meetings.

 

3] An appointment made under subrule [2] shall be so made by a resolution of the board or other governing body of the body corporate concerned-

a] which resolution is authenticated under the common seal of that body corporate; and

b] a copy of which resolution is lodged with the Secretary.

4] A person appointed under subrule [2] to represent a member which is a body corporate shall be deemed for all purposes to be a member until that appointment is revoked by the body corporate or, in the case of an appointment in respect of a particular general meeting, which appointment is not so revoked, the conclusion of that general meeting

 

19        Proxies of members of Association

 

A member [ in this rule called “the appointing member”] may appoint in writing another member who is a neutral person to be the proxy of the appointing member and to attend, and vote on behalf of the appointing member at, any general meeting.

 

20        Rules of Association

 

1] The Association may alter or rescind these rules, or make rules additional to these rules, in accordance with the procedure set out in sections 17, 18 and 19 of the Act.

2] These rules bind every member and the Association to the same extent as if every member and the Association had signed and sealed these rules and agreed to be bound by all their provisions.

 

21        Common seal of Association

 

1] The Association shall have a common seal on which its corporate name shall appear in legible characters.

 

2] The common seal of the Association shall not be used without the express authority of the Committee and every use of that common seal shall be recorded in the minute book referred to in rule 17.

 

3] The affixing of the common seal of the Association shall be witnessed by any two of the Convenor, the Secretary and the Treasurer.

 

4] The common seal of the Association shall be kept in the custody of the Secretary or of such other person as the Committee from time to time decides.

 

22        Inspection of records, etc. of Association

 

A member may at any reasonable time inspect without charge the books, documents, records and securities of the Association.

 

23        Distribution of surplus property on winding up of Association

                                               

If on the winding up of the Association, any property of the Association remains after satisfaction of the debts and liabilities of the Association and the costs, charges and expenses of that winding up, that property shall be distributed-

 

            a] to another Association incorporated under the act; or

            b] for charitable purposes

 

which incorporated association or purposes, as the case requires shall be determined by resolution of the members when authorizing and directing the Committee under section 33 [3] of the Act to prepare a distribution plan for the distribution of the surplus property of the Association.

 

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