Constitution

WATCAC Constitution as at 6 September 2011

INDEX
1 Name
2 Purpose
3 Powers
4 Membership
5 Cessation of Membership
6 Subscriptions and Levies
7 Management
8 Chairperson
9 Voting
10 Quorum
11 Meetings- Committee
12 Meetings- Annual General
13 Meetings- Special
14 Finance
15 Audit
16 Common Seal
17 Alterations to Constitution
18 Minutes of the Meetings of Council
19 Liability and Indemnity
20 Dissolution
21 Registered Office
22 Register of Members
23 Custody of Records
24 Inspection of Records
1. NAME
The name of the organization shall be the Western Australian Tandem Cycling Advisory Council Incorporated (hereinafter referred to as the Council).

2. OBJECTS
The objects of the Council shall be:
2.1 To promote sport and recreational tandem cycling interests for the blind and vision impaired persons in Western Australia.
2.2 To promote, encourage, teach and improve the standard of sport and recreational tandem cycling interests for the blind and vision impaired in Western Australia.

3. POWERS
3.1 The Council has the power conferred by Section 13 of the Associations Incorporations Act 1987 to do all such things as are necessary, incidental, convenient or conductive to the attainment of the objects of the Council.
3.2 The Council shall have the power to acquire money and other property by means of fundraising activities and grants.

4. MEMBERSHIP
4.1 Any person who is interested in tandem cycling and supporting the objects of the Council shall be eligible for membership.
4.2 Membership shall be attained by the payment of an Annual membership subscription.
4.3 Membership Year shall be from the 1st day of January to the 31st day of December each year.
4.4 Juniors (under 18 years olds) are eligible to join the Council in their own right but they shall not be entitled to hold office, or vote or take part in the business procedure at meetings of the Council.
4.5 Life Membership.
Any member of the Council who has given good and faithful service over a number of years shall be eligible for appointment as a life member. The nomination of any member as a life member shall only be made by the Committee and shall be determined by a majority of those present and voting at a General Meeting of members. A life member may be eligible to hold office in the Council and entitled to vote at any special or general meeting of the Council.
4.6 A member of the Council shall not be appointed to any salaried office of the Council unless approved at a general meeting.
4.7 Corporate Membership
4.7.1 A body corporate wishing to become a member shall:
 Apply for membership to the Council in writing
 Be signed by a member of the body corporate authorized to do so
 In such form as the Council from time to time directs
 Including a copy of the resolution of the corporate body to apply for membership of the Council
 Including, if the Council so desires, a copy of aims, objects and affiliations, if any, of the body corporate concerned
4.7.2 The management committee of the Council shall consider
each application made at a Committee meeting and shall at that meeting or some subsequent Committee meeting, accept or reject that application, subject to appeal at the next Annual General Meeting.
Every person who, and body corporate which, is admitted to membership of the Council is deemed to have agreed to accept and to be bound by the Constitution and Rules of the Council
4.8 Honorary Membership
Honorary Members shall not have the right to vote, hold elective office, or be required to pay dues. Honorary Members may serve on committees and may attend meetings of the Council. Honorary membership shall be granted at the discretion of the Committee.
4.9 Patrons
The Council may elect a patron at the Annual General Meeting. The election of the Patron shall be by nomination of the Committee. The Patron shall hold office for a time period deemed suitable by the Committee and will not have voting rights.)

5. CESSATION OF MEMBERSHIP
5.1. Any member failing to pay monies due within 90 days of the membership renewal date and owing monies to the Council forfeits his/her rights to participate in any activities endorsed by the Council or to receive assistance from the operation of the Council.
5.2 A member wishing to withdraw from membership must notify the Council in writing of their intention.
5.3 The Committee may terminate or suspend the membership of any member of the Council who has in the opinion of the Committee acted in a manner contrary to the Constitution of the Council, or has behaved in a manner prejudicial to the best interests of the Council.

Notice in writing is to be given to any member whose membership the Committee intends to terminate or suspend naming a time and place to give the opportunity to that member to attend before the Committee and be heard in their defense. Such notice shall in general terms inform the member what is alleged against them and be served at least five (5) clear days to the Committee meeting at which such action is to be considered. A three quarters majority of the Committee members will decide whether or not to terminate or suspend membership and the decision of the Committee shall be final.
5.4 A person who ceases to be a member, for any reasons will not have any claim, monetary or otherwise upon the Council.

6. SUBSCRIPTIONS AND LEVIES
The Committee may recommend to the Annual General Meeting, from time to time, what subscriptions should be paid by its members and which subscriptions will be due annually.

7. MANAGEMENT
7.1 The Management Committee of the Council is empowered to manage the business and affairs of the Council, which consists of:)
1. The President;
2. Vice-President;
3. Secretary;
4. Treasurer; and
5. Not more than five (5) members, or appointees or such members, delegates or appointees as may be deemed necessary at the Annual General Meeting. All of whom shall return annually but be eligible for re-election except that no Office Bearer may hold one office for more than three (3) years consecutively except in the event that no other nominations for the position are received at the Annual General Meeting.
7.2 Resignations.
Resignations from the Committee shall be submitted to the Secretary in writing. Should any member of the Committee wish to vacate his office before the expiry of his term, then the
Committee shall have power to appoint a substitute who shall hold office until the term of office of the resigning Committee member shall have expired.
7.3 The Committee may appoint or second to the Committee any person to advise the Committee but such a person shall not have voting rights.

8. CHAIRPERSON
The President of the Council shall preside at all meetings. In the event of the absence of the President the Vice-President shall preside, but in the absence of either, the members shall elect a Chairperson for that meeting and the Chairperson of any meeting shall only have a deliberative vote.

9. VOTING
9.1 For the purpose of all general business each current financial member present shall be entitled to one (1) vote.
9.2 Voting shall be by a fair and equitable method, suitable for all members, including those who are blind or vision impaired.
When a member, present at a meeting is entitled to vote and requests that a ballot be taken; or when more nominations are received than are required at the Annual General Meeting for the election of Committee members and a member requests that a ballot be taken; then the meeting shall decide, by simple majority, to employ the most appropriate method to achieve a fair and equitable result, giving due consideration to blind and vision impaired members.)
9.3 Voting by attorney or by proxy may be allowed at the Annual General Meeting or special meetings as long as notice of voting by an attorney or by proxy is received by the Secretary of the Council at least five (5) clear days before such meeting takes place.

10. QUORUM
10.1 The quorum of all special and general meetings of the Council shall be four (4) members or 25% of members so appointed, whichever is the greater.
10.2 The quorum of Committee meetings shall be 50% of the number of members appointed to the Committee.

11. COMMITTEE MEETINGS
11.1 The Committee shall hold meetings as often as deemed necessary but shall not meet less than six (6) times in any one year.

12. ANNUAL GENERAL MEETINGS
12.1 The members of the Council shall meet at least once a year. Notice of the Annual General Meeting shall be given by the Secretary to all members at least fourteen (14) days prior to the date of the meeting.
The Annual General Meeting shall be held within four months after the end of the Council’s financial year; at such place and commencing at such time as may be determined by the Committee.

12.2 The order of business of the Annual General Meeting shall be:
1. Opening and welcome.
2. Apologies.
3. Minutes of previous Annual General Meeting.
4. Receipt and adoption of an audited Financial Statement for the preceding year.
5. Presidential Report.
6. Election of Officers and Committee Members.
7. Appointment of Auditor.
8. Designate Patrons and Honorary Life Members if required.
9. Motions subject to special notice and general business.
10. Closure of meeting.

13 SPECIAL MEETINGS
13.1 Meetings of the Council may be called at the request of the Committee or the request of five (5) members or 25% of the members whichever is the greater in writing specifying the business for which they wish the Special Meeting to be called.

13.2 The Secretary shall give at least fourteen (14) days notice to all members of a Special Meeting which notice shall set out clearly the special business for which the meeting has been called. No business other than the special business and matters related thereto shall be dealt with at the Special Meeting.
13.3 The Committee invites representatives of any organization or any person to attend a general meeting.
Any such representative or person so invited may with the leave of the Chairman take part in all discussions but shall not be entitled to vote.

14. FINANCE
14.1 The Advisory Council is a non-profit charitable organization.
14.2 The income and property of the Council from wherever derived shall be applied solely towards the promotion of the objects of the Council and no portion thereof shall be paid or transferred directly or indirectly by way of dividends, bonus or otherwise howsoever by way of profit to the members or to any of them or to any person claiming through any of them
PROVIDED THAT nothing shall prevent the payment in good faith of remuneration to any officer or employee of the Council or to any person other than a member, in return for services rendered to the Council.
14.3 All monies received by the Council shall be deposited into the bank account of the Council and payment of all accounts, authorized by the Committee shall be made there from. All cheques drawn or withdrawals made on the said account shall be signed by any two of the following:-
President, Vice-President, Secretary, Treasurer of the time. Any of the above officers may endorse cheques or negotiable instruments payable to the credit of the Council.
14.4 The Council shall cause true accounts to be kept of all sums of money received and expended and all matters in respect of which such receipts and expenditures takes place and of all properties, assets and liabilities.
14.5 A statement showing the financial position of the Council shall be tabled at each Committee and general meeting.
14.6. The Financial Year of the Council will run from 1 November each year to 31 October, each following year.

15. AUDIT
15.1 The management committee shall appoint in each financial year an auditor or auditors, who shall audit the annual statement of accounts and balance sheets of the Council and shall certify the same.
15.2 The auditor shall have the power, at any reasonable time, to call for the production of all books of account, vouchers and documents of the Council.
15.3 The auditor (s) shall not be an employee of the Council, nor a member of the management committee.

16. COMMON SEAL.
16.1 The Council shall have a common seal on which its corporate name shall appear in legible characters.
16.2 The common seal of the Council 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.
16.3 The affixing of the common seal of the Council shall be witnessed by any two of the President, the Secretary and the Treasurer.
16.4 The common seal of the Council shall be kept in the custody of the Secretary or of such other person as the Committee from time to time decides.

17. ALTERATIONS TO CONSTITUTION.
17.1 Amendments, alterations and revisions may be made to this Constitution at Annual General Meetings or Special Meetings of the Council. Notice of Motion to revise, alter or amend the Constitution shall be sent to the Secretary and if to be put before the Annual General Meeting, then at least twenty-one (21) days before the Annual General Meeting. It shall be the duty of the Secretary to forward the Notice of Motion for such amendments, revisions or alterations to all members at least fourteen (14) days before the Annual General Meeting or the Special convened for the purpose of considering the Motion.
No proposal to amend, alter or revise the Constitution shall be deemed to have passed unless approved by a three quarters majority of members present and entitled to vote at the Annual General Meeting or Special Meeting.
17.2 The relevant Western Australia Government Department responsible for the constitutional shall be advised in writing of any amendment to this Constitution.

18. MINUTES OF MEETINGS OF THE COUNCIL
18.1 The Secretary shall cause proper minutes of all proceedings of all Council meetings to be taken.
18.2 The President shall ensure that minutes taken of Council meetings are checked and signed as correct by the person presiding at that meeting.
When minutes have been entered and signed as correct under this rule, they shall, until the contrary is proved, be evidence that:
[a] The meeting to which they relate was duly held.
[b] All proceedings recorded as having taken place did in fact take place.
[c] All appointments or elections purporting to have been made at the meeting have been validly made.

19. LIABILITY AND INDEMNITY
19.1 Every officer (whether honorary or otherwise), employee and servant of the Council or of the Committee and every member of the Council or of the Committee shall be indemnified by the Council against all liabilities incurred in relation to any contract entered into on behalf of the Council and in respect of every act, matter or thing properly done or suffered by him or her to be done in the course of his or her duties as an officer, employee, servant or member of the Council or of the Committee, as the case may be, and the funds of the Council shall be liable for payments of all costs, losses and expenses properly sustained or incurred by the officers, employees, servants or members in the course of their duties.
19.2 An officer (whether honorary or otherwise), employee, servant or member of the Council or the Committee is not personally liable for:
[a] The acts, neglects or defaults of any other officer, employee, servant or member of the Council or of the Committee;
[b] Any loss suffered by, or expense occasioned to the Council through the deficiency in title to any property or right acquired by authority of the Management Committee, for or on behalf of the Council;
[c] The insufficiency of any security in or upon which any of the moneys of the Council are for the time being invested;
[d] Any loss or damage arising from the bankruptcy, insolvency or wrongful act of any person with whom any moneys, securities or effects of the Council have been deposited;
[e] Any loss occasioned by an error of judgement, omission, default or oversight on his or her part;
[f] Any loss, damage or misfortune arising or occurring in the course of his or her carrying out his or her duties, unless arising and occurring through his or her own willful act of default.

20. DISSOLUTION
20.1 A Special Meeting called for that purpose may, by a three quarters majority of the members present, and entitled to vote, resolve to dissolve the Council.
20.2 The Notice convening such Special Meeting shall be given by the Secretary to all members and shall state that the dissolution of the Council is to be proposed or confirmed as the case may be.
20.3 If, on the winding up of the Council, any property of the Council remains after satisfaction of the debts and liabilities of the Council 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, and in compliance with the provisions of item 78 (4) (4.1.1) of the Income Tax Assessment Act.

21. REGISTERED OFFICE
The registered office of the Council shall be such place as may from time to time be determined by the Committee.
22. REGISTER OF MEMBERS
22.1 The Secretary, on behalf of the Council, to keep and maintain in an up to date condition a register of the members of the Council and their postal or residential addresses and, upon the request of a member of the Council, shall make the register available for the inspection of the member and the member may make a copy of or take an extract from the register but shall have no right to remove the register for that purpose.
22.2 The Secretary must cause the name of a person who dies or who ceases to be a member under Clause 5 to be deleted from the register of members referred to in sub clause 22.1.

23. CUSTODY OF RECORDS
23.1 The Registered Office of the Council, as prescribed in Clause 21, shall have custody of all books, documents, records and registers of the Council, excepting those as prescribed in sub clause 23.2.
23.2 The Treasurer shall have custody of all securities, books and documents of a financial nature and accounting records of the Council.

24. INSPECTION OF RECORDS
A member may at any reasonable time inspect without charge the books, documents, records and securities of the Council.

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