Constitution & Rules

 

1. NAME

1.1. The name of the association is MAHOGANY CREEK PROGRESS ASSOCIATION INC (hereinafter referred to as ‘the Association’).

2. OBJECTS OF ASSOCIATION

2.1. The Objects of the Association are:

a. to provide stewardship and promote the appropriate use of Mahogany Creek’s community assets;

b. to provide stewardship and promote the interests of Mahogany Creek residents, and local community members and groups;

c. to continuously improve and innovate the social and recreational activities within Mahogany Creek;

d. to encourage and actively participate in co-operative relationships with similar community associations, especially within the Shire of Mundaring, where mutual benefit can be achieved; and

e. to consider provision of activities that enable the participation of persons with disability.

2.2. Property and income:

a. the Association shall be known as a not for profit body; and

b. The income and property of the Association shall be applied solely towards the promotion of the objectives of the Association and no portion of the income or property shall be paid, transferred or distributed directly or indirectly to members of the Association provided that nothing shall prevent the payment in good faith of reasonable and proper remuneration to any member of the Association or to any person in return for services actually rendered to the Group.

3. POWERS OF ASSOCIATION

3.1. The Association may do all things necessary or convenient for carrying out its objects and purposes, and in particular (but not limited) may:

3.1.1. acquire, lease, hold, deal with, and dispose of any real or personal property;

3.1.2. open and operate bank accounts;

3.1.3. enter into partnerships; and

3.1.4. be registered as a Deductible Gift Recipient if deemed necessary.

4. MEMBERS

4.1. All members must be aged eighteen (18) or above to be eligible for membership;

4.2. Any eligible person in support of the objects and purposes of the Association may apply to become a member;

4.3. Membership shall become effective upon payment of a subscription. Subscriptions shall run for a full calendar year from the first day of January to the last day of December in any year.

4.4. Renewal notices shall be sent out mid-November.

4.4.1. in the situation of late payment of dues, one months' grace shall be effected until the first day of February;

4.4.2. further non-payment shall render the membership lapsed from the first day of March. This shall result in cancellation of the membership.

4.5. Subscription fees shall be agreed by vote at each annual general meeting;

4.6. Applications for membership must be made in writing by completing the required form;

4.7. All members shall be entitled to one vote on any motion at all general meetings;

4.8. Membership ceases under the following conditions:

a. for a member who is an individual, the individual dies;

b. the person resigns from the Association under rule 10;

c. the person is expelled from the Association under rule 15;

d. the person ceases to be a member under rule 12(4).

4.9. The secretary must keep a record, for at least one year after a person ceases to be a member, of:

a. the date on which the person ceased to be a member; and

b. the reason the person ceased to be a member.

4.10. A member may resign from membership of the Association by giving written notice of the resignation to the secretary.

4.10.1. the resignation takes effect when the secretary receives the notice or, if a later time is stated in the notice, at that later time;

4.10.2. membership fee refunds shall not be made;

4.10.3. a person who has resigned from membership of the Association remains liable for any fees that are owed to the Association (the owed amount) at the time of resignation.

4.10.4. the owed amount may be recovered by the Association through legal means.

4.11. The rights of a member are not transferable and end when membership ceases.

5. REGISTER OF MEMBERS

5.1. The Secretary, or another person authorised by the committee, is responsible for the requirements imposed on the Association under section 53 of the Act to maintain the register of members and record in that register any change in the membership of the Association;

5.2. Under section 56 of the Act, the management committee is authorised to determine a reasonable charge for providing a copy of the register to a member.

5.3. The committee requires the requesting member to provide a statutory declaration setting out the purpose for which the copy or extract is required and declaring that the purpose is connected with the affairs of the Association.

5.4. Classes of membership:

a. Ordinary member – any resident of Mahogany Creek or within the Shire of Mundaring postcode areas;

b. Life member – a person who, in the opinion of the Association, has rendered services to the Association as would entitle that person to distinction. A life member shall not be required to pay membership subscription.

c. Honorary member – a person upon whom, in the opinion of the Executive, it is proper to provide membership for a limited period that shall not exceed three (3) consecutive months.

6. EXECUTIVE COMMITTEE

6.1. The management of the Association shall be vested in an Executive Committee (“The Committee”);

6.2. The Committee shall be elected at the Annual General Meeting of the Association as hereinafter provided and shall comprise Office Bearers (accountability for the governance of the Association) and Committee Members. All members are responsible for good governance:

Office Bearers

  • President
  • Vice-President
  • Secretary
  • Treasurer

Committee Members

  • Up to twelve (12) and no fewer than three(3) Committee Members.

6.3. The Office Bearers shall:

6.3.1. be the sole spokespersons for the Association; and

6.3.2. provide leadership to achieve the objects of the Association.

6.4. The Committee shall meet as often as it may deem necessary and no fewer than 8 times per year.

6.4.1. notice of each committee meeting must be given to each committee member at least 48 hours before the time of the meeting.

6.4.2. the notice must state the date, time and place of the meeting and must describe the general nature of the business to be conducted at the meeting.

6.4.3. the only business that may be conducted at the meeting is the business described in the notice.

6.4.4. urgent business that has not been described in the notice may be conducted at the meeting if the committee members at the meeting unanimously agree to treat that business as urgent.

6.4.5. an attendance of at least five (5) members of the Committee shall constitute a quorum.

6.4.6. at a Committee meeting the members shall be entitled to one vote each. The President shall have a second (casting) vote in the case of a tied vote.

6.5. The President shall:

6.5.1. be chairperson of all meetings of the Association and of all meetings of the Committee and shall conduct those meetings in accordance with the Constitution and Rules;

6.5.2. prepare an Annual Report and present it to the Annual General Meeting.

6.6. The Vice-President shall:

6.6.1. in the absence of the President or at his/her request, the Vice-President shall assume all the duties of the President;

6.6.2. monitor the timing and status of grants and sponsorships applicable to the Association’s objects .

6.7. The Secretary shall:

6.7.1. convene, with adequate notice, all meetings of the Association and its Committee

6.7.2. keep a full and complete record of all proceedings of the Association and of the Committee and a register of members of the Association, and shall give effect to the resolutions of the Association and of the Committee and to the requirements of the

President or his/her substitute;

6.7.3. have charge of all papers and documents pertaining to the Association

6.8. The Treasurer shall:

6.8.1. receive and issue receipts for all monies paid to or for the benefit of the Association, and shall deposit all such monies within a reasonable time in an account of the Association at a bank or other financial institution or like institution as the Committee shall from time to time direct.

6.8.2. pay outstanding accounts after having been duly authorised by the Committee or at a General or Annual General Meeting of the Association;

6.8.3. verify the reimbursement of reasonable expenses properly incurred by the member on behalf of the Association for which approval to expend has been given

6.8.4. keep correct records of the financial affairs of the Association and prepare annually a Statement of Receipts and Expenditure and a Balance Sheet to 30th June in each year which shall be presented to the Annual General Meeting.

6.8.5. the first day of January of each year is the start of the financial year of the Association.

6.9. Any casual vacancy on the Committee may be filled by the Executive Committee on its own motion.

6.10. The Committee shall retire at the Annual General Meeting but any such members if nominated shall be eligible for election to any office.

6.11. A person is excluded from being on the committee (without approval by the Commissioner

for Consumer Protection) if they:

  • are bankrupt under insolvency laws;
  • have been convicted of an indictable offence in relation to the formation or management of a body corporate in the last five years;
  • have been convicted of an offence involving fraud or dishonesty punishable by at least three (3) months imprisonment in the last five (5) years;
  • have been convicted of an offence under the Act, where a person has allowed an association to operate while insolvent in the last five (5) years.

6.12. The Committee shall implement the resolution of General Meetings, and generally do all things necessary for the proper and effective carrying out and achievement of the objects of the Association in accordance with the Constitution and Rules.

6.13. The Committee shall control and manage all property of the Association and use the financial resources of the Association in a manner consistent with the objectives of the Association.

6.14. The Committee may appoint sub-committees and delegate such powers as the Committee considers necessary, but not exceeding the powers of the Committee; any sub-committee shall have power to co-opt one or more members to act with it in the furtherance of its purposes.

6.15. The Committee shall refer questions of general or specific importance to the members at a General Meeting.

6.16. All members of the Committee or any sub-committee are free to debate with other members any matters coming before a Committee Meeting or a General Meeting.

6.17. The Committee may appoint any person to assist the Secretary or Treasurer with their duties, as deemed necessary.

6.18. The Committee shall determine the time within which, and manner in which, notices of general meetings and notices of motion are to be given, published or circulated.

6.19. Material Personal Interest of Committee members shall be disclosed as soon as he or she becomes aware of that interest. They must disclose the nature and extent of his or her interest to the committee and disclose the nature and extent of the interest at the next general meeting of the association. This disclosure shall be recorded in the minutes of the committee meeting at which the disclosure is made.

7. ANNUAL GENERAL MEETING

7.1. There shall be an Annual General Meeting of the Association in the month of August in each year on a date and at a place to be determined by the Committee for which at least fourteen (14) days’ notice shall be given to member.

7.2. The order of business at the Annual General Meeting shall be:

  • Opening
  • Apologies
  • Welcome to Visitors
  • Minutes of previous Annual General Meeting
  • Matters arising from Minutes
  • President’s Report
  • Treasurer’s Report
  • Election of Office Bearers and The Committee
  • Motions on notice
  • Notice of Motion
  • Any other business
  • Closure

7.3. No person may be elected to the Committee at the Annual General Meeting, unless a financial member, and is either present at the meeting or has given a signed acceptance of nomination to the Secretary prior to the election.

8. SPECIAL GENERAL MEETING

8.1. Where possible and necessary a Special General Meeting may be facilitated electronically

8.1.1. In such events an electronic record of actual events is mandatory;

8.2. The President shall call a Special General Meeting:

a. by a resolution of the members of any General Meeting;

b. by a requisition in writing to the Secretary and signed by at least ten members; or

c. by a resolution of the Committee.

8.3. A Special General Meeting shall be held within fourteen (14) days of request.

8.4. The only business that may be dealt with at a Special General Meeting is that business for which it was convened by the President.

8.5. The numbers of members, expressed as a percentage of membership, 25% who may at any time require that a general meeting of the incorporated association can be convened.

9. ORDINARY GENERAL MEETING

9.1. There shall be no fewer than three (3) or more than twelve (12) ordinary General Meetings in each year and these shall be held at a time determined by the Committee.

10. NOTICE OF GENERAL MEETING

10.1. Wherever possible notice of a general meeting shall be placed by the Secretary in appropriate places and publications as may be determined by the committee from time to time.

a. Except as specified below at least seven (7) days’ notice shall be given of a general meeting.

b. Where in the opinion of the Committee the purpose of a special meeting if of a sufficiently urgent nature then a lesser period than seven (7) days can be given, provided that the notice is of a public nature.

10.2. A notice of a general meeting shall contain the day, hour, items of business and place of meeting.

11. MANAGEMENT COMMITTEE MEETING

11.1. Where possible and necessary a Management Committee Meeting may be facilitated electronically

11.1.1. In such events an electronic record of actual events is mandatory.

11.2. There shall be no fewer than ten (10) Management Committee Meetings in each year;

11.3. A Committee meeting may be called at any time with no fewer than 24 hours’ notice.

12. QUORUM

12.1. At all general meetings of the Association ten (10) members shall form a quorum

12.1.1. In the absence of a quorum the chairperson may call a meeting at the same time and place not less than one week later, making notice of the meeting public.

12.2. At all management committee meetings of the Association five (5) members shall form a quorum.

13. VOTING

13.1. Voting at a General Meeting by a show of hands, by at least five (5) members present at the  meeting, may demand a poll which shall forthwith be taken by a secret ballot and the result declared by the Chairperson.

13.2. At all meetings of the Association the Chairperson shall have a deliberate vote and in the case of equal voting, may exercise the privilege of giving a casting vote.

14. STANDING ORDERS FOR ALL GENERAL MEETINGS

14.1. Any motion not seconded shall not be debated.

14.2. As soon as the debate on a motion is concluded the Chairperson shall put the motion to the meeting in a distinct and audible manner.

14.3. A motion having been proposed may be withdrawn or amended in any way by the proposer subject to agreement of the seconder, provided that this is performed prior the motion being put.

14.4. No member shall speak on any motion after the same has been put by the Chairperson and the voting has been given.

14.5. No member shall be permitted to speak more than once on the same motion, except the mover of any resolution, who shall be allowed to speak in reply, after which the debate shall be closed. Any speaker may, with the consent of the meeting, speak a second time prior to the mover in reply.

14.6. The mover of an original motion shall not speak for more than ten minutes; no other speaker shall, nor shall the mover in reply speak for more than five minutes. Any speaker may, with the consent of the meeting be granted an extension of time.

14.7. The Chairperson must ensure a vote is not taken until any debate by members who wish to speak, have that opportunity.

14.8. With the permission of the Chairperson, any member who has not already spoken on the motion may move that the motion be now put. Any such motion on being seconded shall not be debated and shall be put to the vote immediately.

14.9. The mover for a motion for the adjournment of the meeting or the debate or for referral of the matter to the Committee, may speak for not more than five minutes, and the seconder shall not make a speech. One member (the mover of the original motion or amendment under discussion to have the preference) may speak for five minutes in proposition to any such motion which shall then be put by the Chairperson without further debate.

14.10. A member who has spoken may, by permission of the Chairperson, be again heard in explanation but he shall not introduce new matter nor interrupt a member who is speaking.

14.11. Whenever an amendment on an original motion has been moved and seconded, no second or subsequent amendment shall be moved until the first amendment shall have been disposed of. If an amendment be carried, the motion as amended shall take the place of the original motion and shall become the question on which any further amendment may be moved.

14.12. No member shall move more than one amendment on any motions except with the permission of the meeting, and any amendment motions shall not be accepted by the Chairperson if it reverses or cancels the intent of the original motion.

14.13. The Chairperson may call attention to continued irrelevance, tedious repetition, unbecoming language, or any breach of order on the part of a member, and may direct such member to discontinue the speech.

14.14. Any member rising to a point of order shall state distinctly such point of order without debate and shall then resume his/her seat until the point of order is decided by the Chairperson.

14.15. When two or more members rise to speak, the Chairperson shall call upon the member, who in the opinion of the Chairperson, rose first.

14.16. Any member may at any meeting give a notice of motion for a future meeting by handing same or a copy therefore to the Chairperson, who shall read it to the meeting.

14.17. Any motion already carried or lost cannot be afterwards rescinded or adopted unless notice of motion to rescind or adopt (as the case may be) shall have been given in accordance with the Constitution and Rules.

14.18. When a motion to disagree with the ruling of the Chairperson has been duly proposed and seconded, the Chairperson shall at once leave the chair and until the motion is disposed of, the meeting shall be presided over by the Vice-President, or in his absence, another Chairperson elected by the Meeting.

14.19. In all cases of dispute, doubt or difficulty respecting or arising out of matters of procedure in order, the decision of the Chairperson shall be final, subject however to a motion disagreeing with the Chairperson’s ruling.

14.20. In all cases not herein or otherwise provided for, resort shall be had to the rules, forms and usages of the Parliament of the State of Western Australia insofar as the same may be applicable to proceedings of the Association.

15. THE CONSTITUTION

15.1. The interpretation of the Constitution and Rules of the Association shall be in the sole determination of the Committee whose decisions shall, unless set aside by a general meeting, be binding on all members.

16. ALTERATION OF CONSTITUTION AND RULES

16.1. Amendments to the Constitution and Rules of the Association must be notices of motion to the Annual General Meeting or a special General Meeting convened for that purpose.

16.2. Any such motion to be carried must obtain a two-third majority of the members present at the meeting and forming a quorum.

17. COPY OF CONSTITUTION AND RULES

17.1. An electronic copy of the Constitution and Rules of the Association shall be given to each person who becomes a member of the association.

18. SUBSCRIPTIONS

18.1. The Rate of subscriptions for each ensuing year shall be determined by the members present at each Annual General Meeting of the Association.

19. FINANCE

19.1. Cheques drawn upon the Association’s banking or other account shall be signed by any two signatures of the Secretary, Treasurer, or Vice-President.

19.2. Electronic banking payments shall require authorisation by two parties from Secretary, Treasurer, or Vice-President;

19.3. The funds of the Association may be derived from entrance fees, annual subscriptions, donations, fund-raising activities, grants, interest and any other sources approved by the committee.

19.4. Except with the authority of the Committee, no person shall purchase goods for the Association, or incur any debt on behalf of the Association.

19.5. The property and income of the Association shall be applied solely towards the promotion of the objectives of the Association and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to members of the association, except in good faith in the promotion of those objectives.

20. PERMISSION TO INSPECT THE BOOKS OF THE ASSOCIATION

20.1. The Members of the Committee, Secretaries, other officers of the Association and their respective executors and administrators shall be indemnified and rendered harmless out of the funds of the Association from and against all charges, costs, losses, damages and expenses which they or any of them shall or may incur or sustain in or about the execution of their respective offices or in or about any contracts or agreements made by them, for or on behalf of the Association or in furtherance of the objectives of the Association except such charges or expenses as shall be incurred or sustained by or through their own wilful default.

21. INSURANCE

21.1. The Association may effect any form of Insurance deemed necessary in the interests of the Association. The extent of such insurance shall be determined by the Committee.

21.2. By order of the Shire of Mundaring, Public Liability Insurance must cover a sum not less than $20,000,000.

22. REMOVAL FROM OFFICE

22.1. A member of the Committee may be removed from office by a majority vote of a Special General Meeting called for that purpose. Prior notice, of not less than 28 days, must be served on the officer providing full details.

22.2. A Committee Member may resign from the Committee by written notice given to the Secretary or, if the resigning member is the Secretary, given to the Chairperson.

The resignation takes effect:

a. when the notice is received by the secretary or chairperson; or

b. if a later time is stated in the notice, at the later time.

c. At a general meeting, the Association may by resolution:

i. remove a committee member from office; and

ii. elect a member who is eligible under rule 27(4) of the Act to fill the vacant position.

d. A committee member who is the subject of a proposed resolution under subrule (3)(a) of the Act may make written representations (of a reasonable length) to the secretary or chairperson and may ask that the representations be provided to the members.

22.3. The secretary or chairperson may give a copy of the representations to each member or, if they are not so given, the committee member may require them to be read out at the general meeting at which the resolution is to be considered.

23. DISSOLUTION

23.1. The Association shall be dissolved upon the vote of a two-third majority of the members present at a Special General Meeting called for that purpose.

23.2. Upon dissolution of the Association if there remains after payment or discharge of all debts and liabilities any money whatsoever, the same shall be distributed to some institution, society or Association having objectives similar to the objectives of the Association to be determined by the Committee at the dissolution.

23.3. Subject to subrule (2) of the Act, the books and any securities of the Association must be kept in the secretary’s custody or under the secretary’s control.

23.4. The financial records and, as applicable, the financial statements or financial reports of the Association must be kept in the treasurer’s custody or under the treasurer’s control.

23.5. Subrules (1) and (2) of the Act have effect except as otherwise decided by the committee.

23.6. The books of the Association must be retained for at least seven (7) years.

24. APPLICATION OF DIVISION

24.1. This Division applies if written notice has been given to the secretary requesting the appointment of a mediator:

a. by a member under rule 15(7); or

b. by a party to a dispute under rule 20(5)(b)(ii) or 21(3).

24.2. If this Division applies, a mediator must be chosen or appointed under rule 23.

25. APPOINTMENT OF MEDIATOR

25.1. The mediator must be a person chosen:

a. if the appointment of a mediator was requested by a member under rule 15(7) — by agreement between the Member and the committee; or

b. if the appointment of a mediator was requested by a party to a dispute under rule 20(5)(b)(ii) or 21(3) of the Act — by agreement between the parties to the dispute.

25.2. If there is no agreement for the purposes of subrule (1)(a) or (b), then, subject to subrules (3) and (4), the committee must appoint the mediator.

25.3. The person appointed as mediator by the committee must be a person who acts as a mediator for another not-for-profit body, such as a community legal centre, if the appointment of a mediator was requested by:

a. a member under rule 15(7); or

b. party to a dispute under rule 20(5)(b)(ii); or

c. a party to a dispute under rule 21(3) and the dispute is between one or more members and the Association.

25.4. The person appointed as mediator by the committee may be a member or former member of the Association but must not:

a. have a personal interest in the matter that is the subject of the mediation; or

b. be biased in favour of or against any party to the mediation.

26. MEDIATION PROCESS

26.1. The parties to the mediation must attempt in good faith to settle the matter that is the subject of the mediation.

26.2. Each party to the mediation must give the mediator a written statement of the issues that need to be considered at the mediation at least 5 days before the mediation takes place.

26.3. In conducting the mediation, the mediator must:

a. give each party to the mediation every opportunity to be heard; and

b. allow each party to the mediation to give due consideration to any written statement given by another party; and

c. ensure that natural justice is given to the parties to the mediation throughout the mediation process.

26.4. The mediator cannot determine the matter that is the subject of the mediation.

26.5. The mediation must be confidential, and any information given at the mediation cannot be used in any other proceedings that take place in relation to the matter that is the subject of the mediation.

26.6. The costs of the mediation are to be paid by the party or parties to the mediation that requested the appointment of the mediator.

Note for this rule:

Section 182(1) of the Act provides that an application may be made to the State Administrative Tribunal to have a dispute determined if the dispute has not been resolved under the procedure provided for in the incorporated association’s rules.

27. IF MEDIATION RESULTS IN DECISION TO SUSPEND OR EXPEL BEING REVOKED

If:

a. mediation takes place because a member whose membership is suspended or who is expelled from the Association gives notice under rule 15(7); and

b. as the result of the mediation, the decision to suspend the member’s membership or expel the member is revoked, that revocation does not affect the validity of any decision made at a committee meeting or general meeting during the period of suspension or expulsion.