Western & Hills Orienteers Incorporated - Constitution

As at 4 November 2013 (for information only - Check with the Club's Secretary if you need to see a certified copy)

1. NAME    
The name of the club shall be the WESTERN AND HILLS ORIENTEERS INCORPORATED,  (hereinafter called "the Club").

2. OBJECTS AND POWERS.      
 The objects for which the Club is established and the powers of the Club are:-
(a) To foster, promote and organise the sport of orienteering throughout the geographic area of the Club or any area deemed applicable by the Club and approved by the Association.
(b) To affiliate with Orienteering New South Wales Incorporated (hereinafter called "ONSW") and to abide by the Rules and Regulations of that Association.
(c) To raise money by subscription or otherwise from the members thereof; by sponsorship or grants from organisations as approved by the Club and by conducting orienteering activities..
(d) To hear and determine upon and settle all questions or disputes on any matters relating to orienteering within the Club.
(e) To hear and determine upon any allegation, complaint or charge which may be made or laid against any member thereof involving a breach of the Constitution.
(f) To inflict penalties by way of suspension, expulsion or otherwise for any breach of the constitution. A decision of the Club in respect thereof shall be final, conclusive and binding.
(g) To invest and utilise the money of the Club in such a manner as may from time to time be considered appropriate.
(h) To print and publish any newsletters, periodicals, books or leaflets in hard copy or electronic form that the Club may think desirable for the promotion of its objectives.
(i) To operate as a not for profit organisation     
(j) To enter into any arrangements with governments, municipalities, government departments, statutory authorities,corporations, organisations or individuals that may appear conducive to the club's objects and interests, to obtain any rights or privileges which the club may think desirable to obtain and carry out, exercise and comply with any such arrangements, rights, privileges and concessions. 

3. MEMBERSHIP       
(a) Membership of the Club shall comprise fully paid-up financial members of the Association who have nominated the Club in their membership application or renewal.  
(b) The Club membership categories are identical to the Association categories      
(c) CESSATION OF MEMBERSHIP - A person ceases to be a member of the Club if the person:
1.  dies; 
2.  resigns that membership; 
3.  is expelled from the Club; or. 
4.  is no longer a member of the Association.
When a person ceases to hold membership, the Club must ensure an appropriate entry is made in the register of members to record the date membership ceased.

(d) RESIGNATION OF MEMBERSHIP - A member of the Club may resign at any time by giving notice in writing to the Secretary. Any such resignation will take effect immediately it is received by the Secretary.             

(e) MEMBERSHIP ENTITLEMENTS NOT TRANSFERABLE - A right, privilege or obligation which a person has by reason of being a member of the Club:

1. is not capable of being transferred to another person
2. terminates on cessation of the person's membership      

(f) REGISTER OF MEMBERS - The Club shall establish and maintain a register of members of the Club. The following information for each member should be recorded:
a. member's name,
b. postal or residential address
c. email address
d. phone number
e. date of birth
f. date on which the person became a member.

1. The register of members shall be kept at the official address of the Club and shall be open for inspection, free of charge, by any member of the Club at any reasonable hour. 
2. If a member requests that any personal information in the register, other than the person's name, not be made available for inspection, then that information must be withheld.
3. A member must not use information from the register to contact or send material to a person, other than for: a. the purposes of sending the person a newsletter, a notice in respect of a meeting or other event or material relating to the Club b. any purpose necessary to comply with a requirement of the Associations Incorporation Act or Regulation.
4. The official address of the Club is the public officer's residence, place of business or employment, but must be in New South Wales and registered with Fair Trading.
(g) MEMBERSHIP LIABILITIES - The liability of a member of the Club to contribute towards the payment of  debts and liabilities of the Club or the costs, charges and expenses of the winding up of the Club is limited to the amount, if any, unpaid by the member in respect of membership of the Club.

4. MEETINGS.      
The meetings of the Club shall be:
(a)  ANNUAL GENERAL MEETING.  
The Annual General Meeting of the Club shall be held no later than three (3) months after the end of the Club's financial year.
Notice, in writing, of the date, venue and time of the Annual General Meeting shall be despatched to all members at least fourteen (14) days prior to such meeting.
Business to be transacted at the Annual General  Meeting shall be:
1. Minutes of the previous Annual General Meeting and any Special General Meeting held since that meeting. 
2. Annual Report. 
3. Financial Statement. 
4. Election of Committee  
5. Other Elections. 
6. Appointment of Public Officer 
7. Motions on Notice. 
8. General Business.

(b)  GENERAL MEETINGS.     
General Meetings of the Club shall be held on a regular basis throughout the year, on such a day and at such a place as the Club shall decide.  General Meetings will be held a minimum of six times in each 12 month period.  General Meetings are open to all members of the club.  
Business to be transacted at a General Meeting shall be:
1. Minutes of the previous General Meeting. 
2. Correspondence. 
3. Reports. 
4. General Business.  

(c)  SPECIAL GENERAL MEETINGS.    
A Special General Meeting may be convened, through the Secretary by the Executive at any time or requested by at least 10% of the current financial memberships.
A requisition of members for a Special General Meeting must
1. state the purpose of the meeting
2. must be lodged with the Secretary and 
3. be signed by the members making the requisition
4. may consist of several documents in a similar form each signed by one or more of  the members making the request.    

Members shall be given at least fourteen (14) days notice in hard copy or electronic form of the date, venue and time of a Special General Meeting together with a statement of the business proposed to be transacted thereat.  
If the Executive fails to convene a Special General Meeting within one month after the date on which the members lodged their request with the Secretary, any one or more of the members who made the request may convene a Special General Meeting to be held within 3 months after that date.  
A Special General Meeting convened by a member or members as referred to in the   clause above, shall be convened as nearly as is practicable to the manner in which General Meetings are convened by the Committee.  

5. VOTING AT MEETINGS.     
(a) Members shall vote in person or by proxy.  
(b) Each member shall be entitled to appoint another member as proxy by notice given to the Secretary in writing before the commencement of the meeting in respect of which the proxy is appointed.
(c) The notice appointing the proxy shall be in the form set out in Appendix A to this Constitution.
(d) All motions shall be decided by the voices or by a show of hands unless a secret ballot shall be requested by a member before the question is put to the vote.
(e) On all questions the chairperson of the meeting shall have a deliberate vote and, in the event of an equality of votes, a casting vote.
(f) A member shall vote by voting right which consists of one (1) per senior or junior membership and two (2) per family membership.
(g) Any member may participate at a General Meeting from another venue through the use of technology.  Any member attending the meeting in this way is entitled to vote as if the member were present in person.
(h) A member or proxy is not entitled to vote at any General Meeting of the Club unless all money due and payable by the member or proxy to the Club has been paid.

6. ELECTION OF THE EXECUTIVE     
(a) The Executive shall be elected at the Annual General Meeting each year and shall hold office until their successors are elected or until they are removed from office in accordance with this Constitution or they resign.
(b) A Public Officer must be appointed.  Any vacancy in the Public Officer position must be filled within 28 days and Fair Trading notified.
(c) A nomination for office shall not be accepted unless it is seconded and the nominee is present at the meeting or their written authority is in the hands of the Secretary at the close of nominations.
(d) A Returning Officer shall be appointed to conduct any elections of the Committee.
(e) In the conduct of any election for the positions of the Executive, the Returning Officer will act in accordance with the following procedures:-
 1.  A candidate who receives the number of first preference votes greater than half the   total numbers of formal ballot papers shall thereupon be elected.
 2.  Where no candidate has received an absolute majority of first-preference votes, the   Returning Officer shall proceed with scrutiny as follows:   - The Candidate who receives the fewest first preference votes shall be excluded,   and each ballot paper counted to them shall be counted to the candidate next in   order of the voter's preference.   - Then if no candidate has an absolute majority of votes, the process shall be    repeated by excluding the next candidate who has the least fewest votes as    above until one candidate has received an absolute majority of votes and is    elected.
Elections for all other positions shall be by a single ballot with the candidate or candidates receiving the highest total of votes being declared elected.

7. THE EXECUTIVE.        
(a) The Executive of the Club shall comprise the following officers: President, Vice President, Secretary and Treasurer.
(b) The Executive shall attend to any urgent business of the Club that may arise between meetings.  A full report shall be submitted to the next General Meeting.

8. POWERS ETC OF THE COMMITTEE   
The Committee shall be called the Management Committee of the Club and subject to the Act, the Regulation, this constitution and to any resolution passed by the Club in a general meeting, the Committee:
(a) shall control and manage the affairs of the Club; 
(b) may exercise all such functions as may be exercised by the Club other than those functions that are required by this constitution to be exercised by a general meeting of Club members, and 
(c) 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 Club.  

9. COMPOSITION AND MEMBERSHIP OF THE COMMITTEE
(a) The Committee shall consist of the Executive, Public Officer and any other positions deemed appropriate.  
(b) Each member of the Committee shall hold office until the conclusion of the Annual General Meeting following the date of the member's election, but is eligible for re-election.
(c) A committee member may hold up to 2 offices (other than both President and Vice President)
(d) A register of committee members must be maintained and updated within one month of any change in the committee's membership. It must contain the following details for each committee member: 
1. name  
2. date of birth  
3. residential address  
4. email address  
5. the date of becoming a committee member and of ceasing to be on the committee  
6. position held and date of appointment and ceasing to hold that position.

(e) A register must be maintained of any disclosure of interest of any committee member. This will include any direct or indirect interests which appear to raise a conflict between that member and the proper performance of club duties.

10. ELECTION OF MEMBERS OF THE COMMITTEE
(a) Nominations of candidates for election as Committee members

1. shall be made in writing, signed by two members of the Club and accompanied by the written consent of the candidate (which may be endorsed on the nomination form), and  2. shall be delivered to the Secretary of the Club at least seven days before the date fixed for the holding of the Annual General Meeting at which the election is to take place. 

(b) If no nominations are received to fill a vacancy on the Committee, nominations shall be received at the Annual General Meeting. 
(c) If nominations are still not received, such vacant positions remaining on the Committee shall be deemed to be casual vacancies. 
(d) If only one nomination is received for a vacancy, the person nominated shall be deemed to be elected. 
(e) If more than one nomination is received for a vacancy, a ballot shall be held.  
(f) Any ballot for the election of the Committee shall be conducted at the Annual General Meeting in such usual and proper manner as the Committee may direct. 
(g) A person nominated to become a committee member must be a member of the Club.

11. CASUAL VACANCIES ON THE COMMITTEE
(a) In the event of a casual vacancy occurring in the membership of the Committee, the Committee may appoint a member of the Club to fill the vacancy and the member so appointed shall hold office according to this constitution until the conclusion of the Annual General Meeting following the date of the appointment.
(b) For the purpose of this constitution, a casual vacancy in the Committee occurs if a Committee member:
1. dies, 
2. ceases to be a member of the Club, 
3. becomes an insolvent under administration within the meaning of the  Corporations Act,
4. resigns office by notice in writing given to the Secretary,
5. is removed from office under Rule 13,
6. becomes a mentally incapacitated person,
7. is convicted of an offence involving fraud or dishonesty,
8. is prohibited from being a director of a company under the Corporations Act 9. is absent without the consent of the Committee from all meetings of the Committee held during a period of 6 months.

12. REMOVAL OF A COMMITTEE MEMBER  
(a) The Club, at a general meeting, may by resolution remove any Committee member from office before the expiration of the member's term of office and may by resolution appoint another person to hold that office until the removed member's term of office expires. 
(b) Where a Committee member to whom a resolution referred to in Clause (1) relates, makes representations in writing to the Secretary or President requesting those representations be notified to Club members, the Secretary or President may send a copy of the representations to each Club member. If the representations are not sent to Club members, the member is entitled to require that the representations be read out at the general meeting at which the resolution is considered.  

13. COMMITTEE MEETINGS AND QUORUM   
(a) The Committee shall meet at least six times in each 12 month period at  such place and time as the Committee determines. 
(b) Additional Committee meetings may be convened by the President or by any member of the Committee. 
(c) Verbal or written notice of a Committee meeting shall be given by the Secretary to each Committee member at least 48 hours (or other period as may be unanimously agreed by the Committee) before the time appointed for the holding of the meeting.
(d) Any three (3) Committee members constitute a quorum for the transaction of business of a Committee meeting. 
(e) No business shall be transacted by the Committee unless a quorum is present and if, within 30 minutes of the time appointed for the meeting, a quorum is not present the meeting stands adjourned to a place and date to be determined by those present. 
(f) If, at the adjourned meeting, a quorum is not present within 30 minutes of the time appointed for the meeting, the meeting shall be dissolved. 
(g) At a meeting of the Committee: 
1. the President or, in the President's absence, the Vice President shall preside, or 
2. if the President and Vice President are absent or unwilling to act, one of the remaining Committee members  may be chosen by the members present to preside at that meeting.  

14. COMMITTEES AND SUB-COMMITTEES         
(a) The Club may appoint Committees and Sub-Committees or co-opt members of the Club for specific purposes.
(b) The President, Secretary and Treasurer shall be ex-officio members of all Committees.
(c) Committees and members co-opted for specific purposes shall report to the Club as directed.

15. DELEGATION BY COMMITTEE TO A SUB-COMMITTEE   
(a) The Committee may delegate to one or more sub-committees (consisting of such member or members of the Club as the Committee sees fit) the exercise of such of the functions of the Committee as are specified, other than: 1. this power of delegation, and  2. a function which is a duty imposed on the Committee by the Act or by any other law.  (b) A function of a sub-committee may be exercised from time to time in accordance with the terms of the delegation in clause 1, until that delegation has been revoked or the function completed.
(c) Notwithstanding any delegation under this constitution, the Committee may continue to exercise any delegated function. 
(d) Any act or thing done or suffered by a sub-committee acting in the exercise of a delegation under this constitution has the same force and effect as it would have if it had been done or suffered by the Committee. 
(e) The Committee may revoke wholly or in part any delegation under this constitution.  (f) A sub-committee may meet and adjourn as it thinks proper.  

16.  VOTING AND DECISIONS AT COMMITTEE MEETINGS  
(a) Questions arising at a meeting of the Committee or of any appointed sub-committee shall be determined by a majority of the votes of the members of the Committee or subcommittee present at the meeting. 
(b) Each member present at a meeting of the Committee or of any sub-committee (including the member presiding at the meeting) is entitled to one vote but, in the event of equal votes on any question, the person presiding may exercise a second or casting vote.
(c) Any member may participate at a general meeting from another venue through the use of technology. Any member attending the meeting in this way is entitled to vote as if the member were present in person. 
(d) Subject to Rule 14(d), the Committee may operate despite any vacancy on the Committee. 
(e) 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 notwithstanding any defect that may afterwards be discovered in the appointment or qualification of any member of the Committee or sub- committee.  

17. QUORUMS.     
Quorums for meetings of the Club shall be:
1. Annual General Meeting - 20% of memberships or 10 members whichever is lower 
2. General Meeting         - 5 members 
3. Special General Meeting - 20% of memberships or 10 members whichever is lower 
4. Executive Meetings         - 3 Executives. 
5. Committee Meetings        - 3 Committee members  

18. ALTERATION TO THE CONSTITUTION.    
(a) This Constitution may be altered only by a resolution of the Club at the Annual General Meeting or at a meeting specially convened for that purpose.
(b) Notice of any motion to amend, add to, or repeal any provision of this Constitution shall be given in writing to the Secretary of the Club signed by its proposer and seconder and shall specify the particular clause of the Constitution which it is proposed to change and the precise nature of the proposed alteration.
(c) Any such motion shall not be put to a meeting of the Club unless a copy of the Notice of Motion bearing the names of the proposer and seconder has been despatched to all members at least fourteen (14) days prior to such meeting.

19A. MISCONDUCT.       
(a) Upon any complaint being made of conduct contrary to the policy or prejudicial to the interests or  welfare or image of the Club, the Club shall have the power to deal with such complaint and in the exercise of the power hereby conferred may disqualify, suspend or otherwise deal with any members it finds, after due inquiry, to have been guilty of such conduct.
(b)  If the Committee decides to deal with the complaint and passes a resolution under Clause (l), the Secretary shall, as soon as practicable, in writing, serve a notice on the member, stating:

1. the resolution of the Committee and the grounds on which it is based,
2. the member has 21 days after service of the notice to make submissions to the committee in connection to the complaint,
3. submissions to the Committee may be made in writing and/or by attending a meeting with the committee at a notified date, time and place.

(c)  The Committee shall:
1. give due consideration to any submissions made by the member in connection to the complaint,
2. give the member an opportunity to make verbal representations, 
3. determine whether to confirm or to revoke the resolution. 

(d).  Where the Committee upholds a resolution under Clause (3), the Secretary shall, within 7 days after that confirmation,
1. notify the member in writing of the action taken and 
2. give the reasons the committee has taken that action and 
3. indicate the member's right of appeal under Rule 19B.  

(e).  A resolution upheld by the Committee under Clause (4) does not take effect:
1. until the expiration of the period within which the member is entitled to  appeal against the resolution, or 
2. if within that period the member exercises the right of appeal, until the Club confirms the resolution under Rule 19B. 
3. if the appeal by the member (under Rule 19B) is upheld at a General Meeting of the Club.

19B.  RIGHT OF APPEAL OF DISCIPLINED MEMBER    
(a)  A member may appeal to the Club in a General Meeting against a resolution of  the Committee under Rule 19A. The member has 7 days from when the resolution was served on the member to notify the Secretary to that effect.
(b)  The notice may, but not need, be accompanied by a statement of the grounds on which the member intends to rely for the appeal.
(c)  Upon receipt of a notice from a member under clause (1), the Secretary shall notify the  Committee to convene a General Meeting of the Club within 28 days after the date on which the Secretary received the notice.  
(d)  At a General Meeting of the Club convened under clause (3), 
1. no business other than the question of the appeal shall be transacted;  
2. the Committee and the member shall be given the opportunity to state their    respective cases verbally or in writing, or both; and  
3. the members present shall vote by secret ballot on the question of whether the    resolution should be confirmed or revoked. 

(e)  The appeal is to be determined by a simple majority of votes cast by members of the Club.                

20. REPRESENTATIVES TO ONSW   
(a) The Club shall appoint representatives to ONSW as prescribed by the Association Rules and Regulations.
(b) The Representatives shall attend General Meetings of the Association and report to the next Club General Meeting all matters appertaining to the Club discussed at the Association meeting.

21. FUNDS.      
(a) The Financial year of the Club shall begin on 1st January of each year.
(b) The funds of the Club shall be banked in the name of the Club at a recognised financial institution.
(c) Cheques drawn on the funds of the Club shall be signed by any two (2) of the Executive.   

22. MEMBERSHIP FEES.     
The annual membership fees for a particular year shall be determined by the Association.   Any additional fees will be decided at a General Meeting of the Club prior to 30th October of the previous year.   

23. DUTIES    
PRESIDENT     
At all meetings the President (or Vice-President in their absence) shall be the chairperson. The President is the spokesperson for the Club.
SECRETARY     
The Secretary shall attend to the business of the Club. They shall receive and reply to all  correspondence and shall carry out duties as required by the Club.  They shall maintain a register of current members and be responsible for all papers and books which are the property of the Club.
The Secretary shall prepare, circulate and present the Club Annual Report and the Financial Statements provided by the Treasurer.
TREASURER    
The Treasurer shall receive all monies on behalf of the Club and issue receipts for same, as well as pay all accounts, for which receipts must be produced, and maintain such books as necessary to show the financial affairs of the Club. They shall submit a financial summary once per month to the General Meeting and shall prepare a summary of the Financial Transactions for the financial year, for the inclusion in the Club's Annual Report.
VICE PRESIDENT  
The Vice-President shall stand-in for the President if the President is unavailable.    
PUBLIC OFFICER    
The Public Officer can be a member of the Executive or an ordinary member.  They must be over 18 years of age and reside in New South Wales.  The Public Officer is responsible for: a) notifying NSW Fair Trading of any change in the association's official address within 28 days  b) acting as the official contact for the Club, including taking delivery of documents served on the Club and bringing them to the attention of the Executive as soon as possible  c) custody of any documents as required by the constitution.  

24. AUTHORISED SIGNATORIES 
a) Documents can be executed if signed by two (2) authorised signatories.
b) The Executive shall appoint at least three (3) Committee Members to act as authorised signatories.  
c) A record of authorised signatories shall be maintained to include for each person   
(i) name  
(ii) position  
(iii) date of appointment and date ceased, with reason

25. DISSOLUTION.     
(a) The Club shall cease to exist if: 
1. a period of not less than two (2) years elapses without an Annual General Meeting  or a Special General Meeting being held;     or 
2. a motion to dissolve the Club is supported by a majority of at least two-thirds of the  votes cast at an Annual General Meeting or a Special General Meeting convened for that  purpose provided that such a motion is proposed and seconded in writing by members to  the Secretary at least eight weeks (8) prior to such meeting.
(b) If the Club ceases to exist, the assets of the Club shall be transferred to the Association.

26. GENDER.       
In this constitution, the use of words implying or inferring gender includes both the masculine and feminine gender.

 

 APPENDIX A

FORM OF APPOINTMENT OF PROXY
 
..................................................................................................................................... of           (full name)
 
...................................................................................................................................... being a   (address)
 
financial member of Orienteering New South Wales and a member of the WESTERN AND HILLS ORIENTEERS INC hereby appoint
 
...................................................................................................................................... being a    (full name)
 
member of that Club, as my proxy to vote for me on my behalf at the meeting of the Club to be  
 
held on the ....................day of ............................... 20.......
 
 
 ..................................................................     (signature of member appointing proxy)
 
 Date ......................