Reflux Infants Support Association Inc Constitution
- In this constitution:
Director-General means the Director-General of the NSW Department of Finance & Services.
ordinary committee member means a member of the committee who is not an office-bearer of the association.
- the person holding office under this constitution as secretary of the association, or
- if no such person holds that office – the public officer of the association.
special general meeting means a general meeting of the association other than an annual general meeting.
the Act means the NSW Associations Incorporation Act 2009.
the Regulation means the NSW Associations Incorporation Regulation 2010.
- In this constitution:
- a reference to a function includes a reference to a power, authority and duty, and
- a reference to the exercise of a function includes, if the function is a duty, a reference to the performance of the duty.
- The provisions of the NSW Interpretation Act 1987 apply to and in respect of this constitution in the same manner as those provisions would so apply if this constitution were an instrument made under the Act.
- RISA Inc means Reflux Infants Support Association Inc
- the website means the website of Reflux Infants Support Association at www.reflux.org.au
- A person is eligible to be a member of the association if:
- they are a natural person, and
- the person has been approved for membership of the association in accordance with clause 3.
- A person is taken to be a member of the association if:
- A person may nominate themselves for membership of the association:
- in writing through the form on the website or otherwise in writing specifying the same criteria and,
- through this mechanism with the secretary of the association.
- The nominee may be provided with access to membership services immediately upon receipt of payment pending consideration of the nomination by the committee. The nominee is not considered a member at this stage and, as such, does not yet have voting rights.
- As soon as practicable after receiving a nomination for membership, the nomination must be referred to the committee which is to determine whether to approve or to reject the nomination.
- As soon as practicable after the committee makes that determination, the secretary or their delegate must:
- notify the nominee, in writing, that the committee approved or rejected the nomination (whichever is applicable), and
- if the committee approved the nomination and full payment has not yet been made, request the nominee to pay (within the period of 14 days after receipt by the nominee of the notification) the sum payable under this constitution by a member as entrance fee and annual subscription, or
- if the committee rejected the nomination, and membership payment has been made, the committee will refund the payment.
- The secretary must, on payment by the nominee of the amounts referred to in subclause (4) (b) within the period referred to in that provision and the committee have approved the nomination, enter or cause to be entered the nominee’s name in the register of members and, on the name being so entered, the nominee becomes a member of the association.
A person ceases to be a member of the association if the person:
A right, privilege or obligation which a person has by reason of being a member of the association:
- is not capable of being transferred or transmitted to another person, and
- terminates on cessation of the person’s membership.
- A member of the association may resign from membership of the association at any time by giving to the secretary written notice of the member’s resignation. Such resignation shall take effect at the time such notice is received by the Secretary unless a later date is specified in that notice when it shall take effect on that later date providing such later date is agreed by the committee. On the expiration of the period of notice, the member ceases to be a member. Should the committee decide a preceding date, the resignation will take effect at this time.
- If a member of the association ceases to be a member under subclause (1), and in every other case where a member ceases to hold membership, the secretary must make an appropriate entry in the register of members recording the date on which the member ceased to be a member.
- The secretary of the association, or member acting on behalf of the secretary, must establish and maintain a register of members of the association specifying the name and postal or residential address of each person who is a member of the association together with the date on which the person became a member.
- The register of members may be kept electronically.
- The register of members must be open for inspection, free of charge, by any member of the association at any reasonable hour.
- A member of the association may obtain a copy of any part of the register on payment of a fee of not more than $1 for each page copied.
- If a member requests that any information contained on the register about the member (other than the member’s name) not be available for inspection, that information must not be made available for inspection.
- A member must not use information about a person obtained from the register to contact or send material to the person, other than for:
- the purposes of sending the person a newsletter, a notice in respect of a meeting or other event relating to the association or other material relating to the association, or
- any other purpose necessary to comply with a requirement of the Act or the Regulation.
- A member of the association must, on admission to membership, pay to the association a fee of $35 or, if some other amount is determined by the committee, that other amount.
- In addition to any amount payable by the member under subclause (1), a member of the association must pay to the association an annual membership fee of $0 or, if some other amount is determined by the committee, that other amount.
The liability of a member of the association to contribute towards the payment of the debts and liabilities of the association or the costs, charges and expenses of the winding up of the association is limited to the amount, if any, unpaid by the member in respect of membership of the association as required by clause 8.
- A dispute between a member and another member (in their capacity as members) of the association, or a dispute between a member or members and the association, are to be referred to a community justice centre for mediation under the NSW Community Justice Centres Act 1983 or its equivalent in other Australian states.
- If a dispute is not resolved by mediation within 3 months of the referral to a community justice centre, the dispute is to be referred to arbitration.
- The NSW Commercial Arbitration Act 2010 applies to any such dispute referred to arbitration.
- A complaint may be made to the committee by any person that a member of the association:
- has refused or neglected to comply with a provision or provisions of this constitution, or
- has wilfully acted in a manner prejudicial to the interests of the association.
- The committee may refuse to deal with a complaint if it considers the complaint to be trivial or vexatious in nature.
- If the committee decides to deal with the complaint, the committee:
- must cause notice of the complaint to be served on the member concerned, and
- must give the member at least 14 days from the time the notice is served within which to make submissions to the committee in connection with the complaint, and
- must take into consideration any submissions made by the member in connection with the complaint.
- The committee may, by resolution, expel the member from the association or suspend the member from membership of the association if, after considering the complaint and any submissions made in connection with the complaint, it is satisfied that the facts alleged in the complaint have been proved and the expulsion or suspension is warranted in the circumstances.
- If the committee expels or suspends a member, the secretary must, within 7 days after the action is taken, cause written notice to be given to the member of the action taken, of the reasons given by the committee for having taken that action and of the member’s right of appeal under clause 12.
- The expulsion or suspension does not take effect:
- until the expiration of the period within which the member is entitled to appeal against the resolution concerned, or
- if within that period the member exercises the right of appeal, unless and until the association confirms the resolution under clause 12, whichever is the later.
- A member may appeal to the association in general meeting against a resolution of the committee under clause 11, within 7 days after notice of the resolution is served on the member, by lodging with the secretary a notice to that effect.
- The notice may, but need not, be accompanied by a statement of the grounds on which the member intends to rely for the purposes of the appeal.
- On receipt of a notice from a member under subclause (1), the secretary must notify the committee which is to convene a general meeting of the association to be held within 28 days after the date on which the secretary received the notice.
- At a general meeting of the association convened under subclause (3):
- no business other than the question of the appeal is to be transacted, and
- the committee and the member must be given the opportunity to state their respective cases orally or in writing, or both, and
- the members present are to vote by secret ballot on the question of whether the resolution should be confirmed or revoked.
- The appeal is to be determined by a simple majority of votes cast by members of the association.
Subject to the Act, the Regulation and this constitution and to any resolution passed by the association in general meeting, the committee:
- is to control and manage the affairs of the association, and
- may exercise all such functions as may be exercised by the association, other than those functions that are required by this constitution to be exercised by a general meeting of members of the association, and
- has power to perform all such acts and do all such things as appear to the committee to be necessary or desirable for the proper management of the affairs of the association.
- has the authority to interpret the meaning of these rules and any matter relating to the association on which the rules are silent, but any interpretation must have regard to the Act, including any regulation made under the Act. Note—The Act prevails if the association’s rules are inconsistent with the Act.
- The committee is to consist of 3 or more members, each of whom is aged 18 years or more and at least 3 of whom are ordinarily resident in Australia.
- The total number of committee members will be such number as the members of the Association at any general meeting may from time to time elect or appoint.
- The office-bearers of the association are as follows:
- the president,
- the treasurer,
- the secretary.
- A committee member may hold up to 2 offices
- A committee member may hold office for unlimited consecutive terms unless they are or have been removed from office or a resolution is passed to limit additional consecutive terms for that member.
- Each member of the committee is, subject to this constitution, to hold office until the conclusion of the annual general meeting following the date of the member’s election, but is eligible for re-election.
- An association must keep a register of committee members. The register must contain the following particulars in relation to each committee member:
- the committee member’s name, date of birth and residential address,
- the date on which the committee member takes office,
- the date on which the committee member vacates office,
- such other particulars as may be prescribed by the regulations.
- The register must be kept in New South Wales:
- at the main premises of the association, or
- if the association has no premises, at the association’s official address. It may be kept electronically.
- Any change in the committee’s membership must be recorded in the register within one month after the change occurs.
- The register must, at all reasonable hours, be kept available for inspection, free of charge, by any person.
- a committee member has a direct or indirect interest in a matter being considered or about to be considered at a committee meeting, and
- the interest appears to raise a conflict with the proper performance of the committee member’s duties in relation to the consideration of the matter,
the committee member must, as soon as possible after the relevant facts have come to the committee member’s knowledge, disclose the nature of the interest at a committee meeting.
- A disclosure by a committee member at a committee meeting that the committee member:
- is a member, or is in the employment, of a specified company or other body, or
- is a partner, or is in the employment, of a specified person, or
- has some other specified interest relating to a specified company or other body or to a specified person,
is a sufficient disclosure of the nature of the interest in any matter relating to that company or other body or to that person that may arise after the date of the disclosure and that is required to be disclosed under subsection (1).
- Particulars of any disclosure made under this section must be recorded in the minutes of the meeting.
- After a committee member has disclosed the nature of an interest in any matter, the committee member must not, unless the committee otherwise determines:
- be present during any deliberation of the committee with respect to the matter, or
- take part in any decision of the committee with respect to the matter.
- For the purposes of the making of a determination by the committee under subsection (5), a committee member who has a direct or indirect interest in a matter to which the disclosure relates must not:
- be present during any deliberation of the committee for the purpose of making the determination, or
- take part in the making by the committee of the determination.
- A contravention of this section does not invalidate any decision of the committee.
- An interest as a member of a club or other organisation or association does not require a disclosure of interest, unless the interest is as the holder of an office in the club or organisation (whether remunerated or not).
- Nominations of candidates for election as office-bearers of the association or as ordinary committee members:
- must be made in writing, and endorsed by 2 members of the association and accompanied by the written consent of the candidate (which may be endorsed on the form of the nomination). This may occur via email, and
- must be delivered to the secretary of the association at least 4 days before the date fixed for the holding of the annual general meeting at which the election is to take place.
- If insufficient nominations are received to fill all vacancies on the committee, the candidates nominated are taken to be elected and further nominations are to be received at the annual general meeting.
- If insufficient further nominations are received, any vacant positions remaining on the committee are taken to be casual vacancies.
- If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated are taken to be elected.
- If the number of nominations received exceeds the number of vacancies to be filled, a ballot is to be held.
- The ballot for the election of office-bearers and ordinary committee members of the committee is to be conducted at the annual general meeting in such usual and proper manner as the committee may direct.
- A person nominated as a candidate for election as an office-bearer or as an ordinary committee member of the association must be a member of the association.
- The secretary of the association must, as soon as practicable after being appointed as secretary, lodge notice with the association of his or her address.
- It is the duty of the secretary to keep minutes of:
- all appointments of office-bearers and members of the committee, and
- the names of members of the committee present at a committee meeting or a general meeting, and
- all proceedings at committee meetings and general meetings.
- Minutes of proceedings at a meeting must be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting.
It is the duty of the treasurer of the association to ensure:
- that all money due to the association is collected and received and that all payments authorised by the association are made, and
- that correct books and accounts are kept showing the financial affairs of the association, including full details of all receipts and expenditure connected with the activities of the association.
- In the event of a casual vacancy occurring in the membership of the committee, the committee may appoint a member of the association to fill the vacancy and the member so appointed is to hold office, subject to this constitution, until the conclusion of the annual general meeting next following the date of the appointment.
- A casual vacancy in the office of a member of the committee occurs if the member:
- dies, or
- ceases to be a member of the association, or
- becomes an insolvent under administration within the meaning of the Corporations Act 2001 of the Commonwealth, or
- resigns office by notice in writing given to the secretary, or
- is removed from office under clause 21, or
- becomes a mentally incapacitated person, or
- is absent without the consent of the committee from 3 consecutive meetings of the committee, or
- is convicted of an offence involving fraud or dishonesty for which the maximum penalty on conviction is imprisonment for not less than 3 months, or
- is prohibited from being a director of a company under Part 2D.6 (Disqualification from managing corporations) of the Corporations Act 2001 of the Commonwealth.
- The association in a general meeting may by resolution remove any member of the committee from the office of member before the expiration of the member’s term of office and may by resolution appoint another person to hold office until the expiration of the term of office of the member so removed.
- If a member of the committee to whom a proposed resolution referred to in subclause (1) relates makes representations in writing to the secretary or president (not exceeding a reasonable length) and requests that the representations be notified to the members of the association, the secretary or the president may send a copy of the representations to each member of the association or, if the representations are not so sent, the member is entitled to require that the representations be read out at the meeting at which the resolution is considered.
- The committee must meet at least 3 times in each period of 12 months at such place and time as the committee may determine. This may be online.
- Additional meetings of the committee may be convened by the president or by any member of the committee.
- Oral or written notice of a meeting of the committee must be given by the secretary to each member of the committee at least 48 hours (or such other period as may be unanimously agreed on by the members of the committee) before the time appointed for the holding of the meeting.
- Any 3 members of the committee constitute a quorum for the transaction of the business of a meeting of the committee.
- No business is to be transacted by the committee unless a quorum is present and if, within an hour of the time appointed for the meeting, a quorum is not present, the meeting is to stand adjourned to the same place and at the same hour of the same day in the following week.
- If at the adjourned meeting a quorum is not present within an hour of the time appointed for the meeting, the meeting is to be dissolved.
- At a meeting of the committee:
- the president is to preside, or
- if the president is absent or unwilling to act, such one of the remaining members of the committee as may be chosen by the members present at the meeting is to preside.
- Proxy voting can be undertaken in respect of a Committee meeting per the terms set out for annual general meetings in clause 34.
23. Appointment of association members as committee members to constitute quorum
(1) If at any time the number of committee members is less than the number required to constitute a quorum for a committee meeting, the existing committee members may appoint a sufficient number of members of the association as committee members to enable the quorum to be constituted.
(2) A member of the committee so appointed is to hold office, subject to this constitution, until the annual general meeting next following the date of the appointment.
(3) This clause does not apply to the filling of a casual vacancy to which clause 20 applies.
24 Use of technology at committee meetings
(1) A committee meeting may be held at 2 or more venues using any technology approved by the committee that gives each of the committee’s members a reasonable opportunity to participate.
(2) A committee member who participates in a committee meeting using that technology is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person.
- The committee may, by instrument in writing, delegate to one or more sub-committees (consisting of such member or members of the association as the committee thinks fit) the exercise of such of the functions of the committee as are specified in the instrument, other than:
- this power of delegation, and
- a function which is a duty imposed on the committee by the Act or by any other law.
- A function the exercise of which has been delegated to a sub-committee under this clause may, while the delegation remains unrevoked, be exercised from time to time by the sub-committee in accordance with the terms of the delegation.
- A delegation under this clause may be made subject to such conditions or limitations as to the exercise of any function, or as to time or circumstances, as may be specified in the instrument of delegation.
- Despite any delegation under this clause, the committee may continue to exercise any function delegated.
- Any act or thing done or suffered by a sub-committee acting in the exercise of a delegation under this clause has the same force and effect as it would have if it had been done or suffered by the committee.
- The committee may, by instrument in writing, revoke wholly or in part any delegation under this clause.
- A sub-committee may meet and adjourn as it thinks proper.
- Questions arising at a meeting of the committee or of any sub-committee appointed by the committee are to be determined by a majority of the votes of members of the committee or sub-committee present at the meeting.
- 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. In the event of an equality of votes on any question, the question shall be deemed to be decided in the negative.
- Subject to clause 22 (4), the committee may act despite any vacancy on the committee.
- Any act or thing done or suffered, or purporting to have been done or suffered, by the committee or by a sub-committee appointed by the committee, is valid and effectual despite any defect that may afterwards be discovered in the appointment or qualification of any member of the committee or sub-committee.
- A resolution in writing signed by all the members of the Management Committee for the time being entitled to receive notice of a meeting of the Management Committee shall be as valid and effectual as if it had been passed at a meeting of the Management Committee duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more members of the Management Committee.
- The association must hold its first annual general meeting within 18 months after its registration under the Act.
- The association must hold its annual general meetings:
- The annual general meeting of the association is, subject to the Act and to clause 25, to be convened on such date and at such place and time as the committee thinks fit. Attendance by Skype or online equivalent is permitted.
- In addition to any other business that may be transacted at an annual general meeting, the business of an annual general meeting is to include the following:
- to confirm the minutes of the last preceding annual general meeting and of any special general meeting held since that meeting,
- to receive from the committee reports on the activities of the association during the last preceding financial year,
- to elect office-bearers of the association and ordinary committee members,
- to receive and consider any financial statement or report required to be submitted to members under the Act.
- An annual general meeting must be specified as such in the notice convening it.
- The committee may, whenever it thinks fit, convene a special general meeting of the association.
- The committee must, on the requisition of 15 members of the association, convene a special general meeting of the association.
- A requisition of members for a special general meeting:
- must state the purpose or purposes of the meeting, and
- must be signed by the members making the requisition, and
- must be lodged with the secretary, and
- may consist of several documents in a similar form, each signed by one or more of the members making the requisition.4. If the committee fails to convene a special general meeting to be held within 1 month after that date on which a requisition of members for the meeting is lodged with the secretary, any one or more of the members who made the requisition may convene a special general meeting to be held not later than 3 months after that date.5. A special general meeting convened by a member or members as referred to in subclause (4) must be convened as nearly as is practicable in the same manner as general meetings are convened by the committee.6. For the purposes of subclause (3):
(a) a requisition may be in electronic form, and
(b) a signature may be transmitted, and a requisition may be lodged, by electronic means.
- Except if the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary must, at least 14 days before the date fixed for the holding of the general meeting, give a notice to each member specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting. Notice may be given by email.
- If the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary must, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be given to each member specifying, in addition to the matter required under subclause (1), the intention to propose the resolution as a special resolution.
- No business other than that specified in the notice convening a general meeting is to be transacted at the meeting except, in the case of an annual general meeting, business which may be transacted under clause 26 (2).
- A member desiring to bring any business before a general meeting may give notice in writing of that business to the secretary who must include that business in the next notice calling a general meeting given after receipt of the notice from the member.
- No item of business is to be transacted at a general meeting unless a quorum of members entitled under this constitution to vote is present during the time the meeting is considering that item.
- Five members present (being members entitled under this constitution to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.
- 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 on the requisition of members, is to be dissolved, and
- in any other case, is to stand adjourned to the same day in the following week at the same time and (unless another place is specified at the time of the adjournment by the person presiding at the meeting or communicated by written notice to members given before the day to which the meeting is adjourned) at the same place.
- If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being at least 3) are to constitute a quorum.
- The president is to preside as chairperson at each general meeting of the association.
- If the president is absent or unwilling to act, the members present must elect one of their number to preside as chairperson at the meeting.
- The chairperson of a general meeting at which a quorum is present may, with the consent of the majority of members present at the meeting, adjourn the meeting from time to time and place to place, but no business is to be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
- If a general meeting is adjourned for 14 days or more, the secretary must give written or oral notice of the adjourned meeting to each member of the association stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.
- Except as provided in subclauses (1) and (2), notice of an adjournment of a general meeting or of the business to be transacted at an adjourned meeting is not required to be given.
- A question arising at a general meeting of the association is to be determined by either:
- a show of hands, by voice of acclamation or by a count of votes received in the form of electronic records; or
- if on the motion of the chairperson or if 5 or more members present at the meeting decide that the question should be determined by a written ballot.
- If the question is to be determined by a show of hands, by voice of acclamation or by a count of votes received in the form of electronic records, a declaration by the chairperson that a resolution has been carried or carried unanimously or carried by a particular majority or lost, or an entry to that effect in the minute book 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.
- If the question is to be determined by a written ballot, the ballot is to be conducted in accordance with the directions of the chairperson.
A special resolution may only be passed by the association in accordance with section 39 of the Act.
- On any question arising at a general meeting of the association a member has one vote only.
- In the case of an equality of votes on a question at a general meeting, the chairperson of the meeting is entitled to exercise a second or casting vote.
- A member is not entitled to vote at any general meeting of the association unless all money due and payable by the member to the association has been paid.
- A member is not entitled to vote at any general meeting of the association if the member is under 18 years of age.
- Proxy voting can be undertaken at or in respect of a general meeting or committee meeting.
- The instrument appointing a proxy shall be in writing.
- A proxy may but need not be a member of the Association.
- The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a secret ballot;
- Where it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the form set out in Appendix 1 to this constitution or a form as near thereto as circumstances permit.
- The association may hold a postal ballot to determine any issue or proposal (other than an appeal under clause 12).
- A postal ballot is to be conducted in accordance with Schedule 3 to the Regulation.
(1) A general meeting may be held at 2 or more venues using any technology approved by the committee that gives each of the association’s members a reasonable opportunity to participate.
(2) A member of an association who participates in a general meeting using that technology is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person.
- The funds of the association are to be derived from entrance fees and annual subscriptions of members, donations and such other sources as the committee determines.
- All money received by the association must be deposited as soon as practicable into the association’s bank or other authorised deposit-taking institution account.
- The association must, as soon as practicable after receiving any money, issue an appropriate receipt.
- Subject to any resolution passed by the association in general meeting, the funds of the association are to be used in pursuance of the objects of the association in such manner as the committee determines.
- All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by any 2 members of the committee, other members of the organisation or employees of the association, being members or employees authorised to do so by the committee.
43. Distribution of property on winding up of association
(1) Subject to the Act and the Regulations, in a winding up of the association, any surplus property of the association is to be transferred to another organisation with similar objects and which is not carried on for the profit or gain of its individual members.
(2) In this clause, a reference to the surplus property of an association is a reference to that property of the association remaining after satisfaction of the debts and liabilities of the association and the costs, charges and expenses of the winding up of the association.
An application to the Director-General for registration of a change in the association’s name, objects or constitution in accordance with section 10 of the Act is to be made by the public officer or a committee member.
Except as otherwise provided by this constitution, the secretary or public officer must keep in his or her custody or under his or her control all records, books and other documents relating to the association.
- The following documents must be open to inspection, free of charge, by a member of the association at any reasonable hour:
- records, books and other financial documents of the association,
- this constitution,
- minutes of all committee meetings and general meetings of the association.
- For the purpose of this constitution, a notice may be served on or given to a person:
- by delivering it to the person personally, or
- by sending it by pre-paid post to the address of the person, or
- by sending it by facsimile transmission or some other form of electronic transmission to an address specified by the person for giving or serving the notice.
- For the purpose of this constitution, a notice is taken, unless the contrary is proved, to have been given or served:
- in the case of a notice given or served personally, on the date on which it is received by the addressee, and
- in the case of a notice sent by pre-paid post, on the date when it would have been delivered in the ordinary course of post, and
- in the case of a notice sent by facsimile transmission or some other form of electronic transmission, on the date it was sent or, if the machine from which the transmission was sent produces a report indicating that the notice was sent on a later date, on that date.
The financial year of the association is: