CONSTITUTION OF

MOUNT LAWLEY NEIGHBOURHOOD LEARNING CENTRE

INC TRADING AS

BEAUFORT ST COMMUNITY CENTRE

ABN 20935338796

An association incorporated pursuant to the Associations Incorporation Act 2015 (WA)

1. 2. 3. 3.1. 3.2.

NAME..................................................................................................................................... 7
TYPE OF ENTITY ......................................................................................................................... 7 DEFINITIONS............................................................................................................................. 7

RELATIONSHIP BETWEEN CONSTITUTION AND ASSOCIATIONS ACT .............................................................. 9
INTERPRETATION ............................................................................................................................... 9

OBJECT, PURPOSES AND POWERS .................................................................................................................10

4. 5. 6. 6.1. 6.2.

OBJECT AND PURPOSES ............................................................................................................. 10 POWERS................................................................................................................................ 10
NOT-FOR-PROFIT ..................................................................................................................... 10

PROPERTY AND INCOME ...................................................................................................................10
PERMITTED PAYMENTS ..................................................................................................................... 10

MEMBERS – MEMBERSHIP REQUIREMENTS ..................................................................................................11

7.1. 7.2. 7.3. 8. 8.1. 8.2. 9. 9.1. 9.2. 9.3. 10. 10.1. 11. 11.1. 12. 12.1. 12.2. 12.3. 12.4. 12.5. 12.6.

13.

13.1. 13.2.

GENERAL MEETING ................................................................................................................. 16

DEFINITION ..................................................................................................................................16
TWO TYPES OF GENERAL MEETING .................................................................................................... 16

Mount Lawley Neighbourhood Learning Centre Inc

Contents

PRELIMINARY MATTERS ..................................................................................................................................7

NUMBER, QUALIFICATIONS AND LIABILITY OF MEMBERS .................................................................... 11

NUMBER ........................................................................................................................................ 11
QUALIFICATIONS .............................................................................................................................11
LIABILITY ........................................................................................................................................ 11

BECOMING A MEMBER .............................................................................................................. 11

APPLICATION ..................................................................................................................................11

CONSIDERATION OF MEMBERSHIP APPLICATION....................................................................................11

MEMBERS REGISTER ................................................................................................................. 12

CONTENT OF MEMBERS REGISTER.......................................................................................................12
INSPECTION AND COPYING OF MEMBERS REGISTER ................................................................................ 12
PROHIBITED USE OF INFORMATION ON MEMBERS REGISTER .................................................................... 12

CLASSES OF MEMBERS............................................................................................................. 13

CLASSES OF MEMBERS .................................................................................................................... 13

MEMBERSHIP FEES ................................................................................................................. 13

ANNUAL MEMBERSHIP FEE .............................................................................................................. 13

TERMINATION OF MEMBERSHIP................................................................................................. 13

CIRCUMSTANCES WHEN MEMBERSHIP TERMINATES.............................................................................13
RESIGNATION OF MEMBER .............................................................................................................. 14
SUSPENSION OR EXPULSION OF MEMBER ........................................................................................... 14
AFTER SUSPENSION OF MEMBER ...................................................................................................... 15
MEMBER’S RIGHT OF APPEAL AGAINST SUSPENSION OR EXPULSION ........................................................ 15
REINSTATEMENT OF MEMBER .......................................................................................................... 15

ANNUAL GENERAL MEETING AND SPECIAL GENERAL MEETING.....................................................................16

Constitution approved by membership at meeting held: 27/3/2018 Written approval received from Commissioner: 3/5/2018 2

14.1. 14.2. 14.3. 14.4. 14.5. 14.6. 14.7. 14.8. 14.9. 14.10. 14.11. 14.12.

PURPOSE OF ANNUAL GENERAL MEETING .......................................................................................... 16
DATE, TIME AND PLACE OF ANNUAL GENERAL MEETING........................................................................ 16
FINANCIAL STATEMENTS AND REPORTS AND ANNUAL GENERAL MEETINGS ............................................... 16
HOLDING ANNUAL GENERAL MEETING ............................................................................................... 16
SPECIAL GENERAL MEETING ............................................................................................................. 17
CALLING ANNUAL GENERAL MEETING OR SPECIAL GENERAL MEETING......................................................17
MEMBERS CALL FOR ANNUAL GENERAL MEETING OR SPECIAL GENERAL MEETING......................................17
FAILURE TO HOLD ANNUAL GENERAL MEETING OR SPECIAL GENERAL MEETING REQUESTED BY MEMBERS......18
QUORUM AT ANNUAL GENERAL MEETING OR SPECIAL GENERAL MEETING................................................18

NOTICE OF, AND MOTIONS AT, ANNUAL GENERAL MEETING OR A SPECIAL GENERAL MEETING ................... 18
USING TECHNOLOGY TO HOLD ANNUAL GENERAL MEETING OR SPECIAL GENERAL MEETING ......................19
CONDUCTING ANNUAL GENERAL MEETING OR SPECIAL GENERAL MEETING.............................................19

ANNUAL GENERAL MEETING AND SPECIAL GENERAL MEETING – RESOLUTIONS ...........................................21

15.

15.1. 15.2. 16.

ORDINARY AND SPECIAL RESOLUTIONS ........................................................................................ 21

DEFINITIONS ................................................................................................................................. 21

NOTICE OF SPECIAL RESOLUTION ...................................................................................................... 21

MEMBERS CIRCULAR RESOLUTIONS ............................................................................................ 21

ANNUAL GENERAL MEETING AND SPECIAL GENERAL MEETING – VOTING.....................................................23

17. VOTING CONDITIONS AT ANNUAL GENERAL MEETING AND SPECIAL GENERAL MEETING ............................ 23

17.1. NUMBER OF VOTES PER MEMBER AT ANNUAL GENERAL MEETING AND SPECIAL GENERAL MEETING .............. 23
17.2. ENTITLEMENT TO VOTE AT ANNUAL GENERAL MEETING AND SPECIAL GENERAL MEETING............................23
17.3. CHALLENGE TO MEMBER’S RIGHT TO VOTE AT ANNUAL GENERAL MEETING AND SPECIAL GENERAL...............23
17.4. VOTING PROCEDURE AT ANNUAL GENERAL MEETING AND SPECIAL GENERAL MEETING ............................... 23
17.5. WHEN AND HOW A VOTE IN WRITING SHALL BE HELD AT ANNUAL GENERAL MEETING AND SPECIAL GENERAL

MEETING .................................................................................................................................................. 23

18.

PROXIES AT ANNUAL GENERAL MEETING AND SPECIAL GENERAL MEETING ............................................ 24

18.1.
18.2.
GENERAL MEETING.....................................................................................................................................24
18.3. POLL AT ANNUAL GENERAL MEETING AND SPECIAL GENERAL MEETING .................................................... 25

19.

19.1. 19.2. 20. 20.1. 20.2. 20.3. 21. 21.1.

MANAGEMENT COMMITTEE ROLE AND POWERS ............................................................................ 26

ROLE ........................................................................................................................................... 26

POWERS ......................................................................................................................................26

NUMBER OF MANAGEMENT COMMITTEE MEMBERS, COMPOSITION AND QUALIFICATIONS ....................... 26

NUMBER OF MANAGEMENT COMMITTEE MEMBERS ON MANAGEMENT COMMITTEE.................................26
COMPOSITION OF MANAGEMENT COMMITTEE....................................................................................26
QUALIFICATIONS OF MANAGEMENT COMMITTEE MEMBERS .................................................................. 26

MANAGEMENT COMMITTEE MEMBERS’ DUTIES ............................................................................. 27

Mount Lawley Neighbourhood Learning Centre Inc

14. ANNUAL GENERAL MEETING ..................................................................................................... 16

ANNUAL GENERAL MEETING AND SPECIAL GENERAL MEETING REQUIREMENTS .........................................24
DETERMINING WHETHER ORDINARY RESOLUTION CARRIED AT ANNUAL GENERAL MEETING AND SPECIAL

MANAGEMENT COMMITTEE AND COMMITTEE MEMBERS............................................................................26

MANAGEMENT COMMITTEE MEMBERS CONFLICT OF INTEREST .............................................................. 27
Constitution approved by membership at meeting held: 27/3/2018 Written approval received from Commissioner: 3/5/2018 3

22.

APPOINTMENT OF MANAGEMENT COMMITTEE MEMBERS ................................................................ 28

22.1.
22.2.
22.3.
22.4. VACANCY.................................................................................................................................................. 29

22.5.

23.

TERM OF OFFICE............................................................................................................................30

RESIGNATION AND REMOVAL OF MANAGEMENT COMMITTEE MEMBERS .............................................. 30

23.1.
23.2.
23.3.
COMMITTEE MEMBER.................................................................................................................................31
24. OFFICEHOLDERS .................................................................................................................... 31

24.1. ELECTION OF OFFICEHOLDERS BY MANAGEMENT COMMITTEE................................................................ 31
24.2. COORDINATOR .............................................................................................................................. 31
24.3. SECRETARY ................................................................................................................................... 31
24.4. TREASURER .................................................................................................................................. 32
24.5. RECORD OF OFFICEHOLDERS ............................................................................................................ 32

Mount Lawley Neighbourhood Learning Centre Inc

NOMINATION FOR APPOINTMENT AS MANAGEMENT COMMITTEE MEMBERS ........................................... 28
METHODS .................................................................................................................................... 28
ELECTION OF MANAGEMENT COMMITTEE MEMBERS AT AN ANNUAL GENERAL MEETING ............................ 28
APPOINTMENT OF MANAGEMENT COMMITTEE MEMBERS BY MANAGEMENT COMMITTEE TO FILL A CASUAL

RESIGNATION................................................................................................................................ 30 REMOVAL..................................................................................................................................... 31
ASSETS AND RECORDS OF MANAGEMENT COMMITTEE MEMBER WHO CEASES TO BE A MANAGEMENT

MANAGEMENT COMMITTEE MEETINGS ........................................................................................................34

25.

25.1. 25.2. 25.3. 25.4. 25.5. 26. 26.1. 26.2. 27. 27.1. 27.2.

CALLING AND CONDUCTING MANAGEMENT COMMITTEE MEETINGS .................................................... 34

CALLING MANAGEMENT COMMITTEE MEETINGS ................................................................................. 34
NOTICE ........................................................................................................................................ 34
USING TECHNOLOGY TO HOLD MANAGEMENT COMMITTEE MEETING......................................................34
CONDUCTING MANAGEMENT COMMITTEE MEETING ............................................................................ 34
QUORUM FOR MANAGEMENT COMMITTEE MEETING ........................................................................... 35

MANAGEMENT COMMITTEE RESOLUTIONS ................................................................................... 35

VOTING .......................................................................................................................................35

MANAGEMENT COMMITTEE CIRCULAR RESOLUTIONS...........................................................................35

REMUNERATION OF MANAGEMENT COMMITTEE MEMBERS .............................................................. 36

TRAVELLING AND OTHER EXPENSES ................................................................................................... 36
NO OTHER REMUNERATION.............................................................................................................36

SUBCOMMITTEES AND OTHER DELEGATION..................................................................................................37

28.

28.1. 28.2. 28.3.

SUBCOMMITTEES AND DELEGATION............................................................................................ 37

ESTABLISHMENT ............................................................................................................................ 37
DELEGATION ................................................................................................................................. 37
DELEGATION TO OTHERS ................................................................................................................. 37

FINANCES....................................................................................................................................................... 38

29.

29.1. 29.2. 30.

PAYMENT OF INCOME OR PROPERTY TO MEMBERS ......................................................................... 38

NOT PERMITTED............................................................................................................................38

PERMITTED PAYMENTS ................................................................................................................... 38

FUNDS ................................................................................................................................ 38
Constitution approved by membership at meeting held: 27/3/2018 Written approval received from Commissioner: 3/5/2018 4

44.

44.1. 44.2. 44.3. 45. 45.1. 45.2.

CONSTITUTION ...................................................................................................................... 46

BINDING ......................................................................................................................................46
AMENDMENT ...............................................................................................................................46
COPIES ........................................................................................................................................46

BY-LAWS ............................................................................................................................. 46

POWER AND PURPOSE .................................................................................................................... 46
NOT OF CONSTITUTION AND NOT REQUIRED TO BE LODGED .................................................................. 46

Mount Lawley Neighbourhood Learning Centre Inc

30.1. SOURCE OF FUNDS ......................................................................................................................... 38
30.2. CONTROL OF FUNDS.......................................................................................................................38
30.3. FINANCIAL RECORDS.......................................................................................................................39

BINDING THE ASSOCIATION...........................................................................................................................39
31. USE OF COMMON SEAL............................................................................................................ 39

MINUTES, BOOKS AND RECORDS...................................................................................................................40

32. MINUTES ............................................................................................................................. 40

32.1. TAKING OF MINUTES ......................................................................................................................40
32.2. REVIEW AND SIGNING OF MINUTES...................................................................................................40
32.3. INSPECTION OF MINUTES ................................................................................................................40

33. RECORDS ............................................................................................................................. 40

33.1. INSPECTING RECORD OF OFFICEHOLDERS............................................................................................40
33.2. CUSTODY OF ASSOCIATION’S BOOKS ................................................................................................. 40
33.3. INSPECTING ASSOCIATION’S BOOKS ................................................................................................... 41
33.4. PROHIBITION ON USE OF INFORMATION IN ASSOCIATION’S BOOKS AND RECORD OF OFFICEHOLDERS ............ 41
33.5. RETURNING THE ASSOCIATION’S BOOKS............................................................................................. 41

DISPUTES ARISING UNDER CONSTITUTION .................................................................................... 42
MEDIATION .......................................................................................................................... 42
INABILITY TO RESOLVE DISPUTE.................................................................................................. 43

SERVICE OF NOTICES......................................................................................................................................43

LEGAL REQUIREMENTS ............................................................................................................ 43
SERVICE ON MEMBERS ............................................................................................................ 43

INDEMNITY AND INSURANCE ........................................................................................................................43

INDEMNITY .......................................................................................................................... 43
DIRECTOR’S INSURANCE .......................................................................................................... 43
INSURANCE COVERING WORKERS, CONTRACTORS, VOLUNTEERS AND VISITORS ...................................... 43

OCCUPATIONAL SAFETY AND HEALTH ...........................................................................................................45

SAFE AND HEALTHY WORKING ENVIRONMENT ............................................................................... 45
OCCUPATIONAL SAFETY AND HEALTH OBLIGATIONS ....................................................................... 45

CONSTITUTION AND BY-LAWS .......................................................................................................................46

Constitution approved by membership at meeting held: 27/3/2018 Written approval received from Commissioner: 3/5/2018 5

Mount Lawley Neighbourhood Learning Centre Inc

WINDING UP, CANCELLATION AND DISTRIBUTION OF SURPLUS PROPERTY ..................................................47

CESSATION OF ACTIVITIES, WINDING UP AND CANCELLATION OF INCORPORATION .................................. 47
DISTRIBUTION OF SURPLUS ASSETS ............................................................................................. 47

SCHEDULE 1 - MEMBERSHIP APPLICATION FORM..........................................................................................48
SCHEDULE 2 - PROXY VOTING FORM .............................................................................................................49

Constitution approved by membership at meeting held: 27/3/2018 Written approval received from Commissioner: 3/5/2018 6

Mount Lawley Neighbourhood Learning Centre Inc

PRELIMINARY MATTERS

1. Name

The name of the association is Mount Lawley Neighbourhood Learning Centre Inc trading as the Beaufort St Community Centre.

Type of entity
The association is a not-for-profit association incorporated under the Associations Incorporation Act 2015 (WA).
Definitions
In this Constitution, unless the contrary intention appears, words and phrases have the following meaning:
1. (a) ACNC means the Australian Charities and Not-for-profits Commission.
2. (b) ACNC Act means the Australian Charities and Not-for-profits Commission Act 2012 (Cth).
3. (c) Administrative Tribunal means the State Administrative Tribunal of Western Australia.
4. (d) Annual General Meeting means a general meeting of members called under clause 14.4.
5. (e) Associate member means a member who has no right to vote but has all other rights of
  members as determined by the management committee or by the members at a general
  meeting.
6. (f) Association means Mount Lawley Neighbourhood Learning Centre Inc, trading as Beaufort St
  Community Centre.
7. (g) Associations Act 2015 means the Associations Incorporation Act 2015 (WA).
8. (h) Association’s books means the association’s registers, minutes, documents, securities, financial
  records, financial statements and financial reports as defined in Section 62 of the Associations
  Act, however compiled, stored or recorded.
9. (i) Association’s regulations means the regulations made under the Associations Act (if any).
10. (j) Management Committee means the group of people, called committee members, who are
  responsible for the management of the affairs of the association.
11. (k) Committee meeting means a meeting of the Management Committee.
12. (l) By-laws mean any additional arrangements or processes adopted by members by ordinary
  resolution to supplement this constitution.
13. (m) Coordinator means the person elected by the management committee to hold this office.
14. (n) Charitable Collections Act means the Charitable Collections Act 1946 (WA).
15. (o) Circular resolution, which may be a member’s circular resolution or a management committee
  circular resolution, means a resolution that is passed without a face-to-face general meeting or management committee meeting being held. Separate copies of the circular resolution may be used for signing by members or management committee members provided the wording of the circular resolution and statement is identical in each copy. The circular resolution is passed when the last member or management committee member signs the circular resolution.
16. (p) Clause means a clause of this constitution.
17. (q) Commissioner means the person designated as the Commissioner from time to time under the
  Associations Act, currently the Executive Officer of the Western Australian Department of
  Commerce.
18. (r) Constitution means this document as amended from time to time.
19. (s) Corporations Act means the Corporations Act 2001 (Cth).
20. (t) Department means the Western Australian government department principally assisting with
  the administration of the Associations Act, currently the Western Australian Department of Commerce.

Constitution approved by membership at meeting held: 27/3/2018 Written approval received from Commissioner: 3/5/2018 7

Mount Lawley Neighbourhood Learning Centre Inc

(u) Committee member means a member of the management committee appointed under clause 22.
(v) Financial records means:
1. (i) Invoices, receipts, orders for the payment of money, bills of exchange, cheques,
  promissory notes and vouchers,
2. (ii) Documents of prime entry such as sales day books, purchase day books, sales returns day
  books, purchases returns day books, bank books, cash receipts books, cash payments
  books, petty cash receipts books, petty cash payments books and journals, and
3. (iii) Working papers and other documents needed to explain:
  1. (A) The methods by which financial statements are prepared, and
  2. (B) Adjustments to be made in preparing financial statements.
(w) Financial report refers to the financial report for a financial year of a tier 1 association and
comprises:
1. (i) The financial statements for the financial year of a tier 1 association,
2. (ii) The notes to the financial statements for the financial year of a tier 1 association, and
3. (iii) The declaration about the financial statements and notes made by the management
  committee of a tier 1 association.
(x) Financial statements means:
1. (i) If the association uses the cash basis of accounting:
  1. (A) A statement of receipts and payments for the financial year,
  2. (B) A reconciled statement of bank account balances as at the end of the financial year, and
  3. (C) A statement of assets and liabilities as at the end of the financial year.
2. (ii) If the association uses the accrual basis of accounting:
  1. (A) A statement of income and expenditure for the financial year, and
  2. (B) A balance sheet.
(y) Financial year means:
1. (i) In relation to the association’s first financial year, the period ending twelve (12) months from the date of incorporation of the association, and
2. (ii) After the association’s first financial year, a period of twelve (12) months commencing on 1 January and ending on 31 December each year.
(z) (including associate members, if any) are invited to attend, and is either:
1. (i) an annual general meeting, or
2. (ii) a special general meeting.
(aa) Meeting Chair means the person who chairs a general meeting or a management committee meeting.

(bb) Member means a person or organisation that is a member of the association.
(cc) Minutes means a permanent and detailed record of the deliberations of, and resolutions adopted at, general meetings and management committee meetings and may include a hardcopy or an authorised softcopy documentation of those deliberations and resolutions.
(dd) Model rules means the template set of rules for incorporated associations established under the associations regulations.
(ee) Officeholder means a management committee member referred to in clause 20.2(a) (ff) Ordinary resolution means a resolution at a meeting that:

(i) Is not a special resolution, and
(ii) Is passed by the votes of more than 50% of the persons who are entitled to cast a vote at
that meeting.

(gg) Organisational member means a member of the association that is a corporation, incorporated

Constitution approved by membership at meeting held: 27/3/2018 Written approval received from Commissioner: 3/5/2018 8

Mount Lawley Neighbourhood Learning Centre Inc

association or other form of body corporate.
(hh) Organisational representative means a natural person (i.e. human being) nominated by the organisational member to represent the organisational member at one or more general meetings.
(ii) Poll means voting conducted by a show of hands which is recorded in writing in the minutes.
(jj) Quorum means the number of persons required to be present in order to conduct a meeting. (kk) “Registered Charity means an organisation that is registered as a charity under the ACNC Act”. (ll) Special general meeting means any general meeting of members that is not an annual general meeting.
(mm) Special resolution means a resolution proposed at a meeting and passed by the votes of not less than seventy five (75)% of the persons who are entitled to cast a vote at that meeting.
(nn) Surplus property means the property remaining when the association is wound up or cancelled after satisfying:

(i) The debts and liabilities of the association, and
(ii) The costs, charges and expenses of winding up the association, but does not include books relating to the management of the association.

(oo) Tier 1 association means an association that, in a financial year:

(i) Has a revenue of less than $250,000 or such other amount that is prescribed from time to time under section 64(1) of the Associations Act, or
(ii) Has been declared by the Commissioner to be a Tier 1 association.

Tier 1 associations can also elect to prepare basic financial statements with no independent review or audit

3.1. Relationship between constitution and Associations Act

The Associations Act overrides any provision in this constitution, which is inconsistent with the Associations Act.

3.2. Interpretation

In this constitution:

(a) The words ‘including’, ‘for example’, or similar expressions mean that there may be more inclusions or examples than those mentioned after that expression, and
(b) Reference to an ‘Act’ includes every amendment, re-enactment, or replacement of that Act and any subordinate legislation made under that Act (such as the Associations Regulations).

Constitution approved by membership at meeting held: 27/3/2018 Written approval received from Commissioner: 3/5/2018 9

6.1.

6.2.

Property and income

The property and income of the association shall be applied solely to promoting its object and purposes and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to any member, except in good faith in promoting such object and purposes.

Permitted payments

Provided it is done in good faith, clause 6.1 does not prevent the association from:

(a) Paying a member for goods or services they have provided, or expenses they have properly incurred at fair and reasonable rates, or
(b) Making payment to a member in carrying out the association’s objects and purposes

Mount Lawley Neighbourhood Learning Centre Inc

OBJECT, PURPOSES AND POWERS

Object and purposes
The Beaufort St Community Centre’s object is to pursue the following purposes:
1. To foster and promote educational and cultural activities and in these ways improve the quality of life of members and the general community.
2. To promote the well-being and care of individuals, families and children, ensuring equal access for all families.
3. To provide a variety of classes and educational opportunities in response to member and community needs.
4. To perform any other tasks consistent with these objects decided by the Centre
Powers
Subject to the Associations Act, the association may do all things necessary to lawfully pursue its objects and purposes.
Not-for-profit

Constitution approved by membership at meeting held: 27/3/2018 Written approval received from Commissioner: 3/5/2018 10

MEMBERS – MEMBERSHIP REQUIREMENTS
7. Number, qualifications and liability of members

7.1. Number

The association shall have a minimum of six (6) members with full voting rights.

7.2.

(a) (b) (c)

7.3.

(a) (b)

Qualifications

Subject to clause 7.2 (b), any person who supports the object and purposes of the association is eligible to apply for membership.
The association must comply with all legal and regulatory obligations that apply to the association when assessing eligibility of an applicant to become a member.

A person under the age of fifteen (15) years cannot belong to a class of members that has voting rights.

Liability

Members are to pay any membership fees set by the association.
Members are not liable to pay, by reason of the person’s membership, any other debts incurred by or on behalf of the association, including the costs of winding up of the association.

Mount Lawley Neighbourhood Learning Centre Inc

8. Becoming a member

8.1. Application
(a) A person who wishes to become a member (applicant) shall:

(i) Make a written membership application to the Association in the form set out in schedule 1 to this constitution (membership application form),

(b) The membership application form shall be signed by the applicant.
(c) An applicant becomes a member if:
1. (i) They meet all membership qualifications under clause 7.2,
2. (ii) They complete and forward a membership application form to the Secretary under clause 8.1(a)(i),
3. (iii) The management committee approves their membership application, and
4. (iv) They pay any membership fees due under clause 11.
(d) When the requirements of clause 8.1(d) have been fulfilled the person becomes a member, is entitled to exercise all the rights and privileges of a member and is bound by this constitution.

8.2. Consideration of membership application

(a) The management committee shall consider and decide whether to approve or reject a membership application.
(b) Subject to clause 8.2(c), a membership application shall be considered and decided in the order in which it was received.
(c) When considering a membership application, the management committee may seek clarification of any matter or further information in support of the application, and may delay its decision to allow for that material to be provided.
(d) The management committee shall not approve a membership application unless the applicant:
1. (i) meets all the membership qualifications under clause 7.2, and
2. (ii) makes a written membership application under clause 8.1(a)(i),
(e) The management committee may refuse to accept a membership application even if the applicant has applied in writing and meets all membership qualifications under clause 7.2.
(f) As soon as is practicable after a decision is made under clause 8.2(a) the management

Constitution approved by membership at meeting held: 27/3/2018 Written approval received from Commissioner: 3/5/2018 11

committee shall give written notification to the applicant of the outcome of the membership application.
(g) The management committee is not obliged to provide reasons to the applicant or to any other person for its decision to accept or reject a membership application.

9. Members register

9.1.

(a)

(b) (c)

9.2.

Content of members register

The association shall maintain and keep updated a members register which shall contain:

(i) The full names of each member,
(ii) The contact postal, residential or email addresses of each member. (To meet our
requirements to the City of Stirling we also require the residential postcode.),
(iii) The class of membership held by each member,
(iv) The date upon which a person became a member.

Within twenty eight (28) days after a change in membership the Centre Manager shall ensure that a membership change is recorded in the members register.
The Centre Manager shall ensure that the members register is kept and maintained at such place as the management committee decides.

Inspection and copying of members register

(a) A member shall be entitled to inspect the members register free of charge, at such time and place as is mutually convenient to the association and the member.
(b) A member shall contact the Coordinator to request to inspect the members register.
(c) A member may make a copy of details from the members register but has no right to remove the members register.
(d) A member may make a request in writing to the Coordinator for a copy of the members register for which the association may charge a reasonable fee, which is to be determined by the management committee from time to time.
(e) The management committee will require a member who requests a copy of the members register under clause 9.2(d) to provide a statutory declaration to the Secretary setting out the purpose of the request and declaring that the purpose is connected with the association’s affairs.

Prohibited use of information on members register

9.3.

Mount Lawley Neighbourhood Learning Centre Inc

A member shall not use or disclose the information on the members register:

(a) To gain access to information that a member has deliberately denied to them (for example, in relation to a social, family or legal difference or dispute involving the latter member),
(b) To contact, send material to the association or a member for the purpose of advertising for political, religious, charitable or commercial purposes, or
(c) For any other purpose unless the use of the information

(i) Is approved by the management committee, and

For a purpose directly connected:
(A) To the association’s affairs, or
(B) To the provision of information to the Commissioner under the Incorporations Associations Act.

Constitution approved by membership at meeting held: 27/3/2018 Written approval received from Commissioner: 3/5/2018 12

Mount Lawley Neighbourhood Learning Centre Inc

Classes of members
10.1. Classes of members
1. (a) The membership of the association consists of:
  1. (i) Ordinary members, and
  2. (ii) Associate members where the association has created such a category of membership as
    provided in clause 10.1(b).
2. (b) The association may have any category of associate members determined by resolution of members at a general meeting, including junior membership, senior membership, honorary membership, or life membership etc.
3. (c) A member under the age of fifteen (15) years cannot be an ordinary member, but may be an associate member.
4. (d) If the association has two or more classes of members, no member can belong to more than one class of members.
5. (e) An ordinary member has rights of a member, including:
  1. (i) The right to vote,
  2. (ii) Other rights and benefits determined by the management committee, or
  3. (iii) Other rights and benefits determined by resolution of the members at a general meeting.
6. (f) An associate member does not have a right to vote but has all other rights of a member referred to in clauses 10.1 (e)(ii) and 10.1 (e)(iii).
Membership fees
11.1. Annual membership fee
1. (a) The management committee may from time to time determine the annual membership fee, if any, to be paid by each member (annual membership fee).
2. (b) Each member shall pay the annual membership fee to the association as and when decided by the management committee.
3. (c) Subject to clause 11.2(d), if a person fails to pay the annual membership fee to the association within three months after the due date or forty eight (48) hours (O) prior to the AGM, whichever comes first, the person ceases to be a member.
4. (d) If a person ceases to be a member under clause 11.2(c) and subsequently pays all the member’s outstanding fees to the association, the management committee may, if it considers fit and at its sole discretion, reinstate the members’ rights and privileges from the date on which the outstanding fees are paid, including the right to vote.
5. (e) The management committee shall not be obliged to provide reasons for its decision to, or not to, reinstate the member’s rights and privileges under clause 11.2(d).
Termination of membership
12.1. Circumstances when membership terminates
1. (a) A member’s membership terminates if the member:
  1. (i) Ceases to be a member under clause 12.2 (c),
  2. (ii) Resigns as a member under clause 12.2
  3. (iii) Is expelled as a member under clause 12.3 or
  4. (iv) Dies.
2. (b) The Association shall keep a record of:

(i) The date on which member’s membership terminates under clause 12.1 (a) and

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(ii) The reason the member’s membership terminates within twenty eight (28) days after the change occurs and retain this information for a period of one year after a person’s membership terminates.

12.2. Resignation of member

(a) A member who has paid all membership fees may resign as a member by giving written notice of their resignation to the Centre Manager.
(b) The member’s resignation is effective as at:
1. (i) The time of receipt by the Centre Manager of the person’s written notice of resignation,
  or
2. (ii) If a later time is stated in the notice, at that later time.
(c) Despite their resignation, any member who resigns from the association remains liable to pay any outstanding membership fees to the association.
(d) The outstanding fees referred to in clause 12.2(c) may be recovered as a debt due by the member to the association.

12.3. Suspension or expulsion of member

(a) The association may, by management committee resolution, suspend or expel a member from membership if:
1. (i) The member refuses or neglects to comply with this constitution, or
2. (ii) The member’s conduct or behaviour is detrimental to the interests of the association.
(b) The Coordinator shall, not less than twenty eight (28) days before the management committee meeting at which the suspension or expulsion resolution is to be considered, give written notice to the member:
1. (i) Of the proposed suspension or expulsion and the grounds on which it is based,
2. (ii) Of the date, place and time of the management committee meeting at which the suspension or expulsion resolution is to be considered,
3. (iii) That the member, or the member’s representative, may attend the management committee meeting at which the suspension or expulsion resolution is to be considered,
  and
4. (iv) That the member, or the member’s representative, may address the management committee at the management committee meeting at which the suspension or expulsion resolution is to be considered and shall be given a full and fair opportunity to state the member’s case orally, in writing, or both.
(c) At the management committee meeting at which the suspension or expulsion resolution is to be considered the management committee shall:
1. (i) Give the member, or the member’s representative, a full and fair opportunity to state the member’s case orally,
2. (ii) Give due consideration to any written statement submitted by the member, and
3. (iii) Determine whether or not the member should be:
  1. (A) Expelled as a member, or
  2. (B) Suspended as a member, and if so, the period of the member’s suspension.
(d) Once the management committee has decided to suspend or expel a member, the member is immediately suspended or expelled.
Within seven (7) days of the management committee meeting at which the suspension or expulsion resolution is considered, the Secretary shall ensure that the member is informed in writing of the management committee’s decision and the reasons for the management committee’s decision.

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12.4. After suspension of member

(a) If a member’s membership is suspended under clause 12.3 the Centre Manager shall record in the members register within twenty eight (28) days of the date of suspension:
1. (i) The suspended member’s name,
2. (ii) The date on which the member’s suspension takes effect, and
3. (iii) The length of the suspension determined by the management committee under clause 12.3(c)(iii)(B)
(b) A suspended member cannot exercise any rights or privileges of a member, including voting rights, during the period of suspension.
(c) Upon the expiry of the suspension period, the Centre Manager shall record in the members register that the member is no longer suspended within twenty eight (28) days of that expiration date.

12.5. Member’s right of appeal against suspension or expulsion

Within fourteen (14) days of receiving notice of the management committee’s decision under clause 12.3(c), an expelled or suspended member may appeal the management committee’s suspension or expulsion decision by giving written notice of the expelled or suspended member’s intention to seek:

(a) An appeal of the management committee’s suspension or expulsion decision, and
(b) The appointment of a mediator under clause 35.

12.6. Reinstatement of member

If the management committee’s decision to suspend or expel a member is revoked, any act performed by the management committee or members in general meeting during the period that the member was suspended or expelled from membership under clause 12.3, is deemed to be valid, notwithstanding the member’s inability to exercise their rights or privileges of a member, including the right to vote, during that suspension period.

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ANNUAL GENERAL MEETING AND SPECIAL GENERAL MEETING

General meeting
13.1. Definition
A general meeting is a meeting of the members of the association.
13.2. Two types of general meeting
There are two types of general meetings, namely:
1. (a) An annual general meeting, and
2. (b) A special general meeting.
Annual general meeting
14.1. Purpose of annual general meeting
An annual general meeting is:
1. (a) A general meeting of all the members that is to be held once during each calendar year.
2. (b) Called to conduct the following business:

(i) Confirmation of the minutes of the previous annual general meeting,
(ii) Confirmation of the minutes of any special general meeting held since the previous annual general meeting (if the minutes of that special general meeting have not yet been confirmed),
(iii) Elect or appoint management committee members
(iv) Receive the financial statements for the previous financial year and
(v) Receive
1. (A) The review report on the financial statements for the previous financial year (if any), or
2. (B) The auditor’s report on the financial statements for the previous financial year (if any).

14.2. Date, time and place of annual general meeting

An annual general meeting shall be held on a date, and at a time and place, decided by the management committee

14.3. Financial statements and reports and annual general meetings

(a) As a tier 1 association and where:

(i)

(ii) (iii)

A majority (more than 50%) of members present at a general meeting pass a resolution to this effect, or The Commissioner directs the association to do so,
The association shall ensure that:

Its financial statements for the relevant financial year are either reviewed or audited and
A copy of the review report or auditor’s report is submitted to the annual general meeting.

14.4. Holding annual general meeting

(a) The association shall hold an annual general meeting each calendar year:

(i) Within six (6) months after the end of the financial year, or
(ii) Within a longer period if the Commissioner so allows.

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The manner of calling, the quorum and procedure of a s same as for an annual general meeting

14.6. Calling annual general meeting or special general meeting

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(b) If the association requires the approval from the Commissioner to hold its annual general meeting within a longer period under Clause 14.4(a)(ii) the Secretary shall ensure that application is made to the Commissioner for such approval no later than four (4) months after the end of the financial year.
(c) The notice calling for an annual general meeting shall specify that it is an annual general meeting of the association and shall comply with Clause 14.1.

14.5. Special general meeting

(a) Any meeting of members that is not an annual general meeting is called a special general meeting.
(b) A special general meeting:
1. (i) Shall have a specific purpose,
2. (ii) Is often called to deal with business that cannot wait until the annual general meeting,
  and
3. (iii) May consider a range of matters, including matters that shall be decided by a special resolution.

(a) An annual general meeting or special general meeting may be called by:
1. (i) The management committee, at any time, or
2. (ii) At least five (5) % of the total number of members entitled to vote at an annual general meeting or special general meeting.
(b) Members may call an annual general meeting or special general meeting under Clause 14.6(a)(ii)
by forwarding a notice in writing to the Coordinator or, in the absence of the Coordinator, to the Centre Manager.

14.7. Members call for annual general meeting or special general meeting

(a) In the event that members request an annual general meeting or special general meeting to be held under Clause 14.6(a)(ii) the management committee shall:
1. (i) Within twenty one (21) days of the member’s request, forward notice of an annual general meeting or special general meeting to all members, and
2. (ii) Hold the annual general meeting or special general meeting within two (2) months (O) of the member’s request.
(b) The percentage of votes of members set out in Clause 14.6(a)(ii) is to be calculated as at midnight before the day which the members request the annual general meeting or special general meeting to be called.
(c) A request by the members for an annual general meeting or special general meeting to be held under Clauses 14.6(a)(ii) and 14.6(b) shall:
1. (i) State the purpose of the annual general meeting or special general meeting,
2. (ii) Be signed by at least five (5)% of the members entitled to vote at an annual general meeting or special general meeting, and
3. (iii) Be lodged with the Coordinator or, in the absence of the Coordinator, with the Centre Manager
Separate copies of a document setting out the request by the members for an annual general meeting or special general meeting to be held under Clauses 14.6(a)(ii) and 14.6(b) may be signed by members if the wording of the request is the same in each copy of the request.

pecial general meeting

, although the business to be conducted will be

are the

different.

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14.8. Failure to hold annual general meeting or special general meeting requested by members

(a) If the management committee does not call the annual general meeting or special general meeting requested by members under Clauses 14.6(a)(ii) and 14.6(b) within twenty one (21) days of being requested, a majority (being more than 50%) of the percentage of members who made the request under 14.6(a)(ii) and 14.7(c)(ii), may call and arrange to hold an annual general meeting or special general meeting.
(b) To call and hold an annual general meeting or special general meeting under Clause 14.8(a), the members shall:
1. (i) As far as possible, follow the procedures for an annual general meeting or special general meeting set out in this Constitution,
2. (ii) Call the annual general meeting or special general meeting using the list of members on the members register, which the association shall provide at no cost to the members making the request, and
3. (iii) Hold the annual general meeting or special general meeting within three months after the request for an annual general meeting or special general meeting to be held under Clauses 14.6(a)(ii) and 14.6(b) was lodged with the Coordinator or, in the absence of the Coordinator, with the Centre Manager.
(c) The association shall pay the members calling and holding the annual general meeting or special general meeting under Clauses 14.8(a) and 14.8(b) any reasonable expenses incurred by them because the management committee did not call and hold the annual general meeting or special general meeting under Clause 14.7.

14.9. Quorum at annual general meeting or special general meeting

(a) Five (5) members personally present and entitled to vote shall constitute a quorum for an annual general meeting or special general meeting.
(b) Subject to Clauses 14.9(c) and 14.9(d), no business shall be conducted at an annual general meeting or special general meeting unless a quorum of members entitled to vote is present at the time the annual general meeting or special general meeting considering that item.
(c) If, within half an hour of the time appointed for the commencement of an annual general meeting or special general meeting, a quorum is not present:
1. (i) In the case of a special general meeting, the meeting lapses, or
2. (ii) In the case of an annual general meeting, the meeting is to stand adjourned to:
  1. (A) The same time and day in the following week, and
  2. (B) The same place unless another place is specified by the Chairperson at the time of the adjournment or by written notice given to the members before the day to which the meeting is adjourned.
(d) If at the adjourned annual general meeting or special general meeting a quorum is not present within half an hour of the time appointed for the commencement of the meeting, the members present are to constitute a quorum.

14.10. Notice of, and motions at, annual general meeting or a special general meeting

(a) The Secretary shall ensure that each member is given at least:
1. (i) Fourteen (14) days’ notice of a general meeting, or
2. (ii) Twenty one (21) days’ notice of a general meeting if a special resolution is proposed to be moved at that general meeting.
(b) The notice of an annual general meeting or special general meeting shall specify:

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(ii) That the member is entitled to attend and vote at the annual general meeting or special general meeting, and
(iii) The particulars and order of the business to be conducted at the annual general meeting or special general meeting.

(c) The notice of an annual general meeting or special general meeting or any notice of motion must be issued in the manner set out in Clauses 37 and 38.

14.11. Using technology to hold annual general meeting or special general meeting

(a) An annual general meeting or special general meeting may take place:
1. (i) Where the members are physically present together, or
2. (ii) By the use of any technology (such as video or teleconferencing) that is agreed to by all
  members, if it reasonably allows each member to participate fully in discussions and decisions as they happen in the annual general meeting or special general meeting and provided that the participation of each member is made known to all other members in attendance.
(b) A member who participates in an annual general meeting or special general meeting as set out in

Clause 14.11(a).

(i) Is deemed to be present at the annual general meeting or special general meeting, and
(ii) Continues to be present at the annual general meeting or special general meeting for the purposes of establishing a quorum, until the member notifies the other members that they are no longer taking part in the annual general meeting or special general meeting.

14.12. Conducting annual general meeting or special general meeting

(a) The Coordinator shall normally act as Meeting Chair of each annual general meeting or special general meeting.
(b) The members at an annual general meeting or special general meeting may elect a committee member other than the Coordinator to be the Meeting Chair for that annual general meeting or special general meeting if the Coordinator is:
1. (i) Not present within 30 minutes after the starting time set for the annual general meeting or special general meeting, or
2. (ii) Present but does not want to act as Meeting Chair of the annual general meeting or special general meeting.
(c) The annual general meeting or special general meeting cannot conduct business unless the quorum specified in Clause 14.9 is present.
(d) At an annual general meeting or special general meeting at which the quorum specified in Clause 14.9 is present, the Meeting Chair may adjourn the annual general meeting or special general meeting with the consent of a majority (more than 50%) of the members present.
(e) No business shall be conducted at a rescheduled annual general meeting or special general meeting other than the unfinished business from the adjourned annual general meeting or special general meeting
(f) When an annual general meeting or special general meeting is adjourned for fourteen (14) days or more, the Secretary shall ensure that notice of the adjourned annual general meeting or special general meeting is given to the members in accordance with Clause 14.10 as if that general meeting was a new annual general meeting or special general meeting.
(g) If, within half an hour of the time appointed for the annual general meeting or special general meeting the quorum specified in Clause 14.9 is not present, the annual general meeting or special general meeting is to stand adjourned to the same time, day and place in the following week.
(h) The Secretary shall ensure that minutes of the resolutions and proceedings of all annual general

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meetings or special general meetings are recorded and maintained together with a record of the names of persons present at each annual general meeting or special general meeting.

(i) The Auditor is entitled to attend any annual general meeting or special general meeting and to be heard by the members on any part of the business of the annual general meeting or special general meeting that concerns the Auditor in the capacity of Auditor.
(j) The association shall give the Auditor any communications relating to the annual general meeting or special general meeting that a member is entitled to receive.

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ANNUAL GENERAL MEETING AND SPECIAL GENERAL MEETING – RESOLUTIONS 15. Ordinary and special resolutions

15.1. Definitions

(a)
(i)

(ii)

(b) An ordinary resolution:
1. (i) Is a resolution that is not a special resolution as described in 15.1(c), and
2. (ii) Shall:
  1. (A) Be passed at an annual general meeting or special general meeting at which a quorum is present,
  2. (B) Be supported by the votes of a majority (more than 50%) of the members present, in person or by proxy, and entitled to vote at the annual general meeting or special general meeting.
(c) A special resolution:
1. (i) shall be necessary to:
  1. (A) Amend the name of the association,
  2. (B) Amend the constitution,
  3. (C) Affiliate the association with another body,
  4. (D) Transfer the incorporation of the association,
  5. (E) Amalgamate the association with one or more other incorporated associations,
  6. (F) Voluntarily wind up the association,
  7. (G) Cancel the incorporation of the association, or
  8. (H) Request that a statutory manager be appointed to the association,
2. (ii) shall:
  1. (A) Be passed at an annual general meeting or special general meeting at which the quorum specified in Clause 14.9 is present, and
  2. (B) Be supported by the votes of not less than seventy five (75)% of the members present, in person or by proxy, and entitled to vote at the annual general meeting or special general meeting.

15.2. Notice of special resolution

For a special resolution to be passed by the members at an annual general meeting or special general meeting:

(a) Members shall receive notice of the special resolution twenty one (21) days (in accordance with clause 14.10(a)(ii)) before the date of the annual general meeting or special general meeting.

(b) The notice of the special resolution shall:
1. (i) Be in writing,
2. (ii) Include the place, date and time of the general meeting where it is proposed that the special resolution be put,
3. (iii) Include the intention to propose a special resolution, and
4. (iv) Set out the wording of the proposed special resolution.
(c) If notice is not given in accordance with Clause 15.2(b) the special resolution shall have no effect.

16. Members circular resolutions

(a) The management committee may put a circular resolution to the members (members’ circular Constitution approved by membership at meeting held: 27/3/2018 Written approval received from Commissioner: 3/5/2018 21

There are two types of member’s resolutions, namely:

An ordinary resolution, and

A special resolution.

Mount Lawley Neighbourhood Learning Centre Inc

resolution).

(b) A members circular resolution cannot be used:
1. (i) To pass a special resolution,
2. (ii) To remove an Auditor,
3. (iii) To appoint or remove a management committee member, or
4. (iv) Where the associations Act or this constitution requires an annual general meeting or special general meeting to be held
(c) The Coordinator may arrange for a members circular resolution to be sent by email to members and members may agree to the members’ circular resolution by sending a reply email to the Centre Manager including the text of the members’ circular resolution in their reply.
(d) A members circular resolution is passed if all the members entitled to vote on the resolution sign or agree to the members circular resolution by:
1. (i) Signing a single document setting out the members circular resolution and containing a statement that the members agree to the members circular resolution, or
2. (ii) Signing separate copies of the document setting out the members’ circular resolution and containing a statement that the members agree to the members’ circular resolution, provided that the wording in each copy of the document is identical, or forwarding an email referred to in Clause 16(c).
(e) The Secretary shall ensure that the associations Auditor is:
1. (i) Notified as soon as possible that a members circular resolution has or is to be put to members, and
2. (ii) Provided with a copy of the members circular resolution.

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(i)

(ii)

(b) A vote
(c) A vote (i)
(ii)

At least five (5) members present, or
The Meeting Chair. in writing shall be taken when and how the Meeting Chair directs.
in writing shall be held immediately if it is demanded under Clause 17.6(a)
For the election of a Meeting Chair under Clause 14.2(b) or
To decide whether to adjourn the annual general meeting or special general meeting

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ANNUAL GENERAL MEETING AND SPECIAL GENERAL MEETING – VOTING
17. Voting conditions at annual general meeting and special general meeting

17.1. Number of votes per member at annual general meeting and special general meeting

(a) Each member has one vote at an annual general meetings and special general meeting.

17.2. Entitlement to vote at annual general meeting and special general meeting

(a) A member or their proxy is not entitled to vote at any annual general meeting or special general meeting unless all money due and payable to the association by the member or their proxy has been paid.
(b) A member is only entitled to vote at an annual general meeting or special general meeting if the member’s name is recorded in the members register as at the date the notice of the general meeting was sent out.

17.3. Challenge to member’s right to vote at annual general meeting and special general

(a) A member or the Meeting Chair may only challenge a person’s right to vote at an annual general meeting or special general meeting at that same annual general meeting or special general meeting.
(b) If a challenge is made under Clause 17.3(a) the Meeting shall review the person’s right to vote under Clause 17.2 and then decide whether or not the person may vote.
(c) The Meeting Chair’s decision on this point is final.

17.4. Voting procedure at annual general meeting and special general meeting

(a) Voting at an annual general meeting and special general meeting shall be conducted and decided by
(i) A show of hands,
(ii) A vote in writing, or
(iii) Another method chosen by the Meeting Chair that is fair and reasonable in the circumstances.
(b) Before a vote is taken, the Meeting Chair shall state whether any proxy votes have been received and, if so, how the proxy votes shall be cast.
(c) The Meeting Chair’s decision is conclusive evidence of the result of the vote.
(d) The Meeting Chair and the minutes of the annual general meeting and special general meeting do not need to state the number or proportion of the votes recorded in favour or against on a show of hands.
(e) In the case of an equality of votes at an annual general meeting or special general meeting, the Meeting Chair is entitled to exercise a second or casting vote.

17.5. When and how a vote in writing shall be held at annual general meeting and special general meeting

(a) A vote in writing may be demanded on any resolution instead of, or after, a vote by a show of hands by:

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18. Proxies at annual general meeting and special general meeting

18.1. Annual general meeting and special general meeting requirements

(a) A member may appoint a proxy to attend and vote at an annual general meeting or special general meeting on their behalf.
(b) The appointed proxy must be a member.
(c) No member may hold more than two (2) proxy votes at an annual general meeting or special general meeting.
(d) A proxy appointed to attend and vote for a member has the same rights as the member to:
1. (i) Speak at the annual general meeting or special general meeting,
2. (ii) Cast a vote in writing (but only to the extent allowed by the proxy’s appointment), and
3. (iii) Join in to demand a vote in writing under Clause 17.6.
(e) An appointment of proxy, in the form as set out in Schedule 2 to this Constitution (Proxy Form), shall be signed by the appointing member and shall contain:
1. (i) The appointing member’s name and address,
2. (ii) The association’s name,
3. (iii) The proxy’s name or the name of the office held by the proxy, and
4. (iv) The annual general meeting(s) and special general meeting(s) at which the appointment may be used by the proxy.
(f) A proxy appointment may be a standing (i.e. ongoing) proxy appointment.
(g) At least forty eight (48) hours before the annual general meeting or special general meeting for which the proxy relates is scheduled to commence, proxy forms shall be received by the association at the address stated in the notice of the annual general meeting or special general meeting, or at the association’s registered address.
(h) A proxy does not have the right to speak or vote for a member at an annual general meeting or special general meeting while the member is present at the annual general meeting or special general meeting.
(i) Unless the association receives written notice before the start or resumption of an annual general meeting or special general meeting at which a proxy votes, a vote cast by the proxy is valid even if, before the proxy votes, the appointing member:
1. (i) Dies,
2. (ii) Is mentally incapacitated,
3. (iii) Revokes the proxy’s appointment, or
4. (iv) Revokes the authority of a representative or agent who appointed the proxy.
(j) A member may specify the way the proxy shall vote on a particular resolution.
(k) When a vote in writing is held, a proxy does not need to vote, unless the proxy form appointment specifies the way they shall vote

18.2. Determining whether ordinary resolution carried at annual general meeting and special general meeting

(a) Unless a poll is demanded under Clause 18.3, if a question arising at an annual general meeting or special general meeting is determined by general agreement or a show of hands, a declaration shall be made by the Meeting Chair of the annual general meeting or special general meeting that the ordinary resolution has been:
1. (i) Carried unanimously,
2. (ii) Carried by a majority (more than 50%) of members present, or
3. (iii) Lost.
(b) If the declaration relates to a special resolution then all items under clause 15.1(c) and 15.2 must be fulfilled. The minutes must also state that a special resolution has been determined.

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(c) A declaration made under Clause 18.2(a) shall be entered into the minutes.
(d) The entry in the minutes under Clause 18.2(c) is evidence of the fact that the resolution has been determined, without proof of the number or proportion of the votes recorded in favour of or against that resolution.

18.3. Poll at annual general meeting and special general meeting

(a) At an annual general meeting or special general meeting, a poll on any question may be demanded by either:
1. (i) The Meeting Chair, or
2. (ii) At least three members present in person or by proxy
(b) If a poll is demanded at an annual general meeting or special general meeting, the poll shall be taken in a manner as the Meeting Chair directs and a declaration by the Meeting Chair of the result of the poll is evidence of the matter so declared.
(c) If a poll is demanded at a an annual general meeting or special general meeting, the poll shall be taken:
1. (i) Immediately in the case of a poll which relates to electing a Meeting Chair to chair the an annual general meeting or special general meeting,
2. (ii) Immediately in the case of a poll which relates to adjourning the annual general meeting or special general meeting, or
3. (iii) In any other case, in the manner and time before the close of the annual general meeting or special general meeting as the Meeting Chair directs.

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(a)

(b)

The management committee members shall include:

(i) The Coordinator,
(ii) The Secretary,
(iii) The Treasurer,
(collectively called the officeholders), and
(iv) At least one (1) and no more than three (3) additional management committee members.

A management committee member is not entitled to hold more than one officeholder position at any time.

20.3. Qualifications of management committee members

(a) A management committee member shall be:
1. (i) A natural person i.e. a human being,
2. (ii) Aged over 18, and
3. (iii) A member.
(b) A person cannot be a management committee member if:
1. They are a current employee of the association,
2. In the previous five years, they have been convicted of, or imprisoned for:
  1. (A) An indictable offence under the laws of any state or territory of the Commonwealth of Australia in relation to the promotion, formation or management of a body corporate,
  2. (B) An offence involving fraud or dishonesty punishable by imprisonment for a period of three (3) months or more under the laws of any state or territory of the Commonwealth of Australia, or
3. They are:
  1. (A) Bankrupt, or
  2. (B) Unless the person has obtained the consent of the Commissioner, a person whose

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MANAGEMENT COMMITTEE AND COMMITTEE MEMBERS

Management committee role and powers
19.1. Role
The management committee shall control and manage the association’s affairs and take all reasonable steps to ensure the association complies with its obligations under the Associations Act, this constitution and all other applicable laws.
19.2. Powers
Subject to the Associations Act, this constitution and any lawful resolution passed by the association in general meeting, the management committee:
1. (a) May exercise all powers and functions as may be exercised by the association, other than those
  powers and functions that are required by this constitution to be exercised by a general meeting,
  and
2. (b) Has power to perform all acts and do all things as appear to the management committee to be
  necessary or desirable for the proper management of the association’s business and affairs.
Number of management committee members, composition and qualifications 20.1. Number of management committee members on management committee
The management committee shall have no less than four (4) management committee members.
20.2. Composition of management committee

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(c)

affairs are under insolvency laws
d. Unless they have obtained the consent of the Commissioner, a person who has committed a breach of the following management committee member’s duties:

(A) Duty of care and diligence,
(B) Duty of good faith and proper purpose,
(C) Duty to not improperly use their position,
(D) Duty to ensure that the association does not incur a debt while insolvent, or
(E) Duty to not improperly use information gained while a management committee
member.

A management committee member who has been suspended as a member under Clause 12.2 cannot act in the position of a management committee member until their period of suspension as a member has expired.

21. Management committee members’ duties

Management committee members shall comply with their duties as management committee members under legislation and common (judge-made) law and shall [and, where applicable, with the duties described in Governance Standard 5 of the ACNC Regulations]:

(a) Exercise their powers and discharge their duties with the degree of care and diligence that a reasonable individual would exercise if they were a management committee member of the association,
(b) Act in good faith in the best interests of the association,
(c) Act for a proper purpose,
(d) Act to further the object and purposes of the association,
(e) Act in the best interests of the association,
(f) Not misuse information gained in their role as a management committee member,
(g) Disclose any perceived or actual material conflicts of interest,
(h) Ensure that the financial affairs of the association are managed responsibly, and
(i) Not allow the association to operate while insolvent.
(j) Not improperly use:
1. (i) Information obtained because they are or were a management committee member, or
2. (ii) Their position of management committee member, to:
  1. Gain an advantage for themselves or another person, or
  2. Cause detriment to the association.

21.1. Management committee members conflict of interest

(a) A management committee member shall disclose to all the management committee members present at the management committee meeting the nature and extent of any actual or perceived material conflict of interest in a matter that is being considered at the management committee meeting.
(b) Disclose the nature and extent of the interest at the next General Meeting of the Association.
(c) The disclosure of a conflict of interest by a management committee member shall be recorded in the minutes of the management committee meeting.
(d) Each management committee member who has a material personal interest in a matter that is being considered at a management committee meeting (or that is proposed in a management committee circular resolution) shall not, except as provided under Clause 21.2(d):
1. (i) Be present at the management committee meeting while the matter is being discussed,
  or
2. (ii) Vote on the matter.
(e) A management committee member may still be present and vote if:

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(i) Their interest relates to an insurance contract that insures, or would insure, the management committee member against liabilities incurred by the management committee member as a management committee member,
(ii) The management committee members who do not have a material personal interest in the matter pass a resolution that:
1. (A) Identifies the management committee member, the nature and extent of the management committee member’s interest in the matter and how it relates to the association’s affairs, and
2. (B) States that those management committee members who do not have a material personal interest in the matter are satisfied that the management committee member’s material personal interest in the matter should not prevent the management committee member from being present at the management committee meeting while the matter is being discussed or from voting on the matter.

22. Appointment of management committee members

22.1. Nomination for appointment as management committee members

(a) A member who wishes to be a management committee member shall be nominated by one (1) other member as a candidate for election as a management committee member.
(b) Nominations for election as a management committee member shall close at least twenty eight (28) days before the annual general meeting.
(c) The Secretary must ensure a notice is sent, calling for nominations for election as a management committee member and specifying the date for the close of nominations, to all members at least fourteen (14) days before the date for the close of nominations.
(d) Nominations for election as management committee member shall be:
1. (i) In writing, and
2. (ii) Delivered to the Centre Manager on or before the date for the close of nominations.
(e) A member may only be nominated for one (1) management committee member position prior to the annual general meeting.
(f) If a nomination for election as a management committee member is not made in accordance with Clauses 22.1(a) to 22.1(e) the nomination shall be invalid and the member shall not be eligible for election as a management committee member.

22.2. Methods

Management committee members shall be appointed to the management committee by:

(a) Election at an annual general meeting, or
(b) Appointment by the management committee to fill a casual vacancy under Clause 22.4.

22.3. Election of management committee members at an annual general meeting

(a) Subject to this constitution, the procedure for the election of management committee members at the annual general meeting shall be decided by the management committee.
(b) If the number of valid nominations received under Clause 22.1 is equal to the number of management committee member vacancies to be filled, the member nominated will be regarded as being elected as a management committee member at the annual general meeting.
(c) If the number of valid nominations exceeds the number of management committee member vacancies to be filled, elections for the management committee member vacancies shall be conducted at the annual general meeting.
(d) If there are not enough valid nominations to fill the number of management committee member vacancies, the candidates nominated (if any) shall be deemed to be elected as management

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committee members and further nominations may be received from the floor of the annual general meeting.

(e) Where the number of nominations as management committee members from the floor exceeds the remaining number of management committee member vacancies, elections for those management committee member positions shall be conducted.
(f) If an insufficient number of nominations as management committee members are received from the floor for the number of management committee member vacancies that remain, each relevant management committee member position is declared vacant by the Meeting Chair of the annual general meeting and:
1. (i) A new annual general meeting shall be scheduled by the management committee to take place within fourteen (14) days; and
2. (ii) The management committee shall continue to operate, as long as there is a quorum, until the declaration of the new election of management committee members at the rescheduled annual general meeting.
(g) A list of candidates for election as management committee members, with their names in alphabetical order, together with the names of the members who nominated each candidate, shall accompany the notice of the annual general meeting.
(h) Each member present and eligible to vote at the annual general meeting may vote for one candidate for each management committee member vacancy.
(i) A member who nominates for election or re-election as a management committee member may vote for themselves.
(j) If, at the new annual general meeting scheduled under Clause 22.3(f)(i) the association fails to fill the management committee member vacancies the management committee shall consider the vacant management committee member positions to be casual vacancies and proceed to appoint management committee members to fill such casual vacancy (ies) under Clause 23.4.

22.4. Appointment of management committee members by management committee to fill a casual vacancy

(a) A casual vacancy occurs in management committee membership and that position of management committee member becomes vacant if:
1. (i) A management committee member ceases to be a member,
2. (ii) A management committee member dies,
3. (iii) A management committee member becomes disqualified from holding a position under Clause 20.3(b),
4. (iv) A management committee member becomes permanently incapacitated by mental or physical ill-health,
5. (v) A management committee member resigns as a management committee member,
6. (vi) A management committee member is removed as a management committee member,
7. (vii) A management committee member is absent from more than
  1. (A) Three (3) consecutive management committee meetings without a good reason, or
  2. (B) Three (3) management committee meetings in the same financial year without tendering an apology to the Meeting Chair of each of those management committee meetings, and the management committee has resolved to declare the position of management committee member vacant, or
8. (viii) The association fails to fill a management committee member vacancy under Clause 22.3(j)
(b) If there is a casual vacancy within the meaning of Clause 22.3(j) the continuing management

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committee members may:

(i) Appoint a member to fill that management committee member vacancy until the conclusion of the next annual general meeting, and
(ii) Subject to Clause 22.3(j), continue to act despite the vacant position on the management committee.

25.5 as the quorum for management committee meetings, the continuing management committee members may act only to:

(i) Increase the number of management committee members on the management committee to the number required for a quorum, or
(ii) Call a special general meeting.

22.5. Term of office

(a) The management committee members appointed on incorporation of the association shall remain as management committee members until the conclusion of the first annual general meeting and shall be eligible for re-election.
(b) At each annual general meeting the following management committee members shall retire:
1. (i) Any management committee member appointed by the management committee members to fill a casual vacancy, and
2. (ii) At least 33% (one third) of the remaining management committee members.
(c) The management committee members who retire at each annual general meeting under Clause 22.5(b)(ii) will be those management committee members who have been longest in office since last being elected.
(d) Where management committee members were elected on the same day, the management committee member(s) to retire will be decided by ballot, unless the management committee members agree otherwise.
(e) A management committee member’s term of office starts on the date at which they were elected, and ends on the date on which they retire, are expelled or suspended or where membership is terminated under Clause 12.1
(f) Each management committee member must retire at least once every three (3) years.
(g) A management committee member who retires under Clause 22.5(b) may nominate for election or re-election, subject to Clause 22.5(h)
(h) Unless the Members pass a special resolution authorising such an action, a management committee member who has held office for a continuous period of nine (9) years or more may only be re-appointed or re-elected if a period of one calendar year has passed since the end of the management committee member’s continuous period of nine (9) years as a management committee member.

23. Resignation and removal of management committee members

23.1. Resignation

(a) A management committee member may resign from the management committee by giving written notice of resignation to the Secretary, or if the management committee member is the Secretary, to the Coordinator.
(b) The management committee member’s resignation is effective:
1. (i) At the time the notice is received by the Secretary or Coordinator under Clause 23.1(a) or
2. (ii) If a later time is stated in the notice, at the later time.

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23.2. Removal

(a) A management committee member may only be removed from his or her position on the management committee by ordinary resolution at a general meeting if a majority (more than 50%) of the members present and eligible to vote at the general meeting vote in favour of the management committee member’s removal.
(b) The management committee member who faces removal is to be allowed a full and fair opportunity at the general meeting to review the proposed ordinary resolution, and state their case as to why they should not be removed from their position on the management committee.
(c) If all management committee members are removed by ordinary resolution at a general meeting, the members shall, at the same general meeting, elect an interim management committee. The interim management committee shall, within two (2) months, hold a general meeting for the purpose of electing a new management committee.

23.3.Assets and records of management committee member who ceases to be a management committee member

Upon ceasing to be a management committee member, outgoing management committee members are responsible for transferring all relevant assets and association’s books to the new management committee within fourteen (14) days of ceasing to be a management committee member.

24. Officeholders

24.1. Election of officeholders by management committee

An officeholder shall:

(a) Be elected by the management committee, and
(b) Remain as an officeholder for as long as the management committee deems fit.

24.2. Coordinator

(a) The management committee must elect a management committee member as the Coordinator.
(b) The Coordinator:
1. (i) Must ensure that they consult with the Secretary and Centre Manager regarding the business to be conducted at each management committee meeting and each general meeting,
2. (ii) May call management committee meetings under Clause 25,
3. (iii) May chair management committee meetings under Clause 25.1(c)(i
4. (iv) May chair annual general meetings and special general meetings under Clause 14.12(a)
5. (v) Must ensure that the minutes of general meetings or management committee meetings
  are reviewed and signed as correct, and
6. (vi) Must carry out any other duties required of the Coordinator by this constitution

24.3. Secretary

The Secretary shall ensure the:

(a) Maintenance of a current delegation of authority,
(b) The co-ordination of correspondence of the association,
(c) Calling and holding of general meetings and management committee meetings,
(d) In consultation with the Coordinator, preparation of notices of general meetings and management committee meetings and the details of business to be conducted at each such meetings,
(e) Maintenance of the members register,
(f) Maintenance of the record of officeholders,

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(g) Maintenance of the minutes,
(h) Safe custody of the association’s books (with the exception of the accounting records),
(i) Safe custody and management of the association’s record-keeping systems in hardcopy form, electronic form or a combination of forms, taking into account:
1. (i) The nature of information to be stored and retrieved,
2. (ii) The security and access of files and information (particularly computer records).
3. (iii) The validity and reliability of the information collected and the system on which it is recorded,
4. (iv) The resources and training required, and
5. (v) The length of time that the records should be kept (minimum of 7 years or otherwise as required by other Acts or Regulations),
(j) Recording of full and correct minutes of management committee meetings and general meetings and their maintenance in the minutes,
(k) Compliance with all reporting obligations to the Department of Commerce as varied from time to time.
(l) Performance of any other duties required of the Secretary by this constitution.

24.4. Treasurer

The Treasurer shall ensure the:

(a) Collection of all moneys payable to the association are collected and the issuing of receipts in the name of the association for those monies,
(b) Payment of all monies received by the association into the account or accounts of the association as the management committee may direct from time to time,
(c) Timely payment of the expenses of the association from the funds of the association with the authority of the management committee or a general meeting,
(d) Taking out by the association of all necessary insurances.
(e) Maintenance by the association of financial records that comply with the requirements of Clause 30.3.
(f) Safe custody of financial records and any other relevant association records in hardcopy form, electronic form or a combination of forms, taking into account:
1. (i) The nature of information to be stored and retrieved,
2. (ii) The security and access of files and information (particularly computer records),
3. (iii) The validity and reliability of the information collected and the system on which it is recorded,
4. (iv) The resources and training required,
5. (v) The length of time that the records should be kept (minimum of 7 years or otherwise as required by other Acts or Regulations),
(g) Co-ordination of the preparation of the financial statements prior to their submission to the annual general meeting,
(h) Co-ordination of the preparation of the reviewed financial report prior to its submission to the annual general meeting,
(i) Co-ordination of the preparation of the Auditor’s report prior to its submission to the annual general meeting,
(j) Assistance of the reviewer or Auditor in performing their functions, and
(k) Performance of any other duties required of the Treasurer by this constitution.
24.5. Record of officeholders

(a) The Secretary shall ensure that a record of officeholders is maintained.
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(b) The record of officeholders shall include:
1. (i) Each officeholder’s full name,
2. (ii) Current postal, residential or email addresses for each officeholder
3. (iii) Details of the office held by each officeholder,
4. (iv) Dates of appointment of each officeholder to their respective office,
5. (v) If applicable, dates of cessation of the appointment of each officeholder to their respective office.
(c) The record of officeholders shall be kept and maintained at such place as the management committee decides.

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25.

Calling and conducting management committee meetings

25.1. Calling management committee meetings

(a) The management committee shall hold no less than three (3) and no more than ten (10) management committee meetings in any one calendar year
(b) The management committee shall determine the place and time of all management committee meetings.
(c) A management committee meeting may be called by:
1. (i) The Coordinator, or
2. (ii) Any two committee members,
by giving notice as per clause 25.2(a) to all other committee members.
25.2. Notice

(a) The Secretary shall ensure that each management committee member is given at least forty eight (48) hours’ notice of each management committee meeting.
(b) Notice of a management committee meeting shall specify the general nature of the business to be transacted at the management committee meeting.
(c) Subject to Clause 25.2(d) only the business specified on the notice of the management committee meeting is to be conducted at that management committee meeting.
(d) Urgent business may be conducted at a management committee meeting if the committee members present at the management committee meeting unanimously agree to treat the business as urgent.
25.3. Using technology to hold management committee meeting

(a) Management committee meeting may take place:
1. (i) Where the management committee members are physically present together, or
2. (ii) By the use of any technology (such as video or teleconferencing) that is agreed to by all management committee members, if it reasonably allows each management committee member to participate fully in discussions and decisions as they happen in the management committee meeting and provided that the participation of each management committee member is made known to all other management committee members in attendance.
(b) A management committee member who participates in a management committee meeting as set out in Clause 25.3(a
1. (i) Is deemed to be present at the management committee meeting, and
2. (ii) Continues to be present at the management committee meeting for the purposes of establishing a quorum, until the management committee member notifies the other management committee members that they are no longer taking part in the management committee meeting.
25.4. Conducting management committee meeting
1. (a) The Coordinator shall normally act as Meeting Chair of each management committee meeting.
2. (b) The management committee members at a management committee meeting may elect a management committee member other than the Coordinator to be the Meeting Chair for that management committee meeting if the Coordinator is:
  1. (i) Not present within 30 minutes after the starting time set for the management committee meeting, or
  2. (ii) Present but does not want to act as Meeting Chair of the management committee meeting.
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MANAGEMENT COMMITTEE MEETINGS

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(d) If, within half an hour of the time appointed for the management committee meeting, the quorum specified in Clause 25.5 is not present the management committee meeting is to stand adjourned to the same time, day and place in the following week.
(e) If at a management committee meeting adjourned under Clause 25.4(d), the quorum specified in Clause 25.5 is not present within half an hour of the time appointed for the management committee meeting, the management committee members personally present shall constitute a quorum.
(f) Subject to this constitution, the management committee members present at the management committee meeting are to determine the procedure and order of business to be followed at the management committee meeting.
(g) All management committee members have the right to attend and vote at management committee meeting.
(h) All members, or other guests, may attend management committee meeting if invited by the management committee, but the member or guest shall not have any right to:
1. (i) Comment without invitation,
2. (ii) Vote,
3. (iii) Be provided with copies of any agenda, minutes of meetings, or documents presented at such management committee meeting.
(i) The Secretary, or such person authorised by the management committee from time to time, shall ensure that minutes of the resolutions and proceedings of all management committee meeting are recorded and maintained together with a record of the names of persons present at each management committee meeting.

25.5. Quorum for management committee meeting

(a) Unless the management committee determines otherwise, the quorum for a management committee meeting shall be a majority (more than 50%) of total management committee members.
(b) A quorum must be present for the entire management committee meeting.

26. Management committee resolutions

26.1. Voting

(a) Each management committee member present at a management committee meeting has one vote.
(b) A question arising at a management committee meeting is to be decided by a majority (more than 50%) of votes, but, if there is an equality of votes, the Meeting Chair of the management committee meeting is entitled to exercise a second or casting vote
(c) Decisions at a management committee meeting may be made by general agreement or by way of a show of hands.
(d) A poll by secret ballot may be used at a management committee meeting if the management committee prefers to determine a matter in this way, and if the Meeting Chair of the management committee meeting supervises the ballot.

26.2. Management committee circular resolutions

(a) The management committee may pass a circular resolution without a management committee meeting being held (Management committee Circular Resolution).

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(b) A management committee circular resolution is passed if all the management committee members entitled to vote on the resolution sign or otherwise agree to the resolution in the manner set out in Clause 26.2(c).
(c) Each management committee member may sign:

A single document setting out the resolution and containing a statement that they agree to the management committee circular resolution, or
Separate copies of that document, as long as the wording of the management committee circular resolution is the same in each copy.

(d) The association may send a management committee circular resolution by email to the management committee members and the management committee members may agree to the management committee circular resolution by sending a reply email to that effect, including the text of the management committee circular resolution in their reply.
(e) A management committee circular resolution is passed when the last management committee member signs or otherwise agrees to the management committee circular resolution.

27. Remuneration of management committee members

27.1. Travelling and other expenses

The association may pay a management committee member’s travelling and other expenses properly incurred, such as:

(a) Attending management committee meeting or subcommittee meeting
(b) Attending any general meeting, and
(c) In connection with the association’s business.

Payment to a committee member from the Association’s funds can only occur if the payment is authorised by a resolution of the association.

27.2. No other remuneration

Management committee members shall not receive any remuneration for their services as committee members other than as described at Clause 27.1.

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SUBCOMMITTEES AND OTHER DELEGATION 28. Subcommittees and delegation

28.1. Establishment

(a) The management committee may establish subcommittees from time to time to assist with the conduct of the association’s object and purposes
(b) Subcommittees may comprise (in such numbers as the management committee determines) members and non-members.
(c) Subject to this constitution, subcommittee members shall determine the procedure to be followed at subcommittee meetings.

28.2. Delegation

(a) The management committee may delegate, in writing, to any or all of the subcommittees, any authority, power or functions, and may cancel any authority, powers or functions, as the management committee sees fit from time to time.
(b) Despite any delegation under Clause 28.2(a), the management committee may continue to exercise all its functions, including any function that has been delegated to a subcommittee and remains responsible for the exercise of those functions at all times.

28.3. Delegation to others

(a) The management committee may delegate, in writing, to any person any authority, power or function and may cancel any authority, powers or functions, as the management committee sees fit from time to time.
(b) Despite a delegation under this clause, the management committee may continue to exercise all its functions, including any delegated functions, and at all times remains responsible for the exercise of those functions.

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FINANCES
29. Payment of income or property to members

29.1. Not permitted

Subject to Clause 29.2, none of the income or property of the association may be paid directly or indirectly, by way of dividend, bonus or otherwise, to a member.

29.2. Permitted payments

(a) Clause 29.1 does not prevent:

(i) Subject to Clause 29.2(b) the payment in good faith of remuneration to any member, director, officer or employee in return for any services actually rendered to the association or for goods supplied to the association in the ordinary and usual course of business,
(ii) The payment of interest at a rate not exceeding the prevailing market rate published by the Reserve Bank of Australia as the ‘Cash Rate Target’ from time to time on money borrowed from any member,
(iii) The payment of reasonable and proper rent by the association to a member for premises leased to the association by the member, or
(iv) The reimbursement of out-of-pocket expenses for travel and accommodation incurred on behalf of the association by any member or management committee member in connection with the member or management committee member’s functions as a member or management committee member.

(b) Before a payment proposed to a member or management committee member under Clause 29.2(a)(i) can be made, the payment must first be authorised by the members by way of an ordinary resolution.

30. Funds

30.1. Source of funds

(a) The funds of the association may be derived from:
1. (i) Entrance fees,
2. (ii) Annual membership fees,
3. (iii) Donations,
4. (iv) Fundraising activities,
5. (v) Grants,
6. (vi) Interest, and
7. (vii) Any other sources approved by the management committee.
(b) The association shall, as soon as practicable:
1. (i) Deposit all money received to the credit of the association’s bank account, without deduction, and
2. (ii) After receiving any money, issue an appropriate receipt.

30.2. Control of funds

(a) The funds of the association shall be kept in an account in the name of the association in a financial institution determined by the management committee.
(b) The association shall use its funds in carrying out the association’s objects and purposes.
(c) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments of the
association shall be signed by:

(i) Any two members of the management committee, or

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(ii) One member of the management committee and the Centre Manager as authorised by the management committee.
All expenditure above the maximum amount set by the management committee from time to time shall be approved or ratified at a management committee meeting.

(d) Online payments shall be authorized by any two of the following: Centre Manager, the Coordinator and the Treasurer

30.3. Financial records

(a) The association shall keep financial records that:
1. (i) Correctly record and explain its transactions, financial position and performance, and
2. (ii) Enable true and fair financial statements to be prepared.
(b) The association shall retain its financial records for at least 7 years after the transactions covered by the financial records are completed.

BINDING THE ASSOCIATION

31. Use of common seal

(a) The association shall sign off on a document without using a common seal (if any) if the document is signed by two members of the management committee.

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(i) (ii)

To be entered in the minute book, and Until the contrary is proved, evidence that:

(A) The annual general meeting, special general meeting or management committee meeting to which they relate was duly called and held,
(B) All proceedings recorded as having taken place at the annual general meeting, special general meeting or management committee meeting did in fact take place at the meeting, and
(C) All appointments or elections purporting to have been made at the annual general meeting, special general meeting or management committee meeting were validly made.

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MINUTES, BOOKS AND RECORDS 32. Minutes

32.1. Taking of minutes

(a) The association shall keep minutes of the resolutions and proceedings of all annual general meeting, special general meeting and management committee meeting together with a record of the names of persons present at each General meeting and management committee meeting.
(b) The minutes of the annual general meeting, special general meeting and management committee meeting are to be entered into the Minute Book within 30 days of the date of the annual general meeting, special general meeting and management committee meeting.

32.2. Review and signing of minutes

(a) The Coordinator shall ensure that the minutes of an annual general meeting, special general meeting or management committee meeting are reviewed and signed as correct by:
1. (i) The Meeting Chair of the annual general meeting, special general meeting or management committee meeting to which those minutes relate, or
2. (ii) The Meeting Chair of the next succeeding annual general meeting, special general meeting or management committee meeting.
(b) When minutes have been entered and signed as correct under Clause 32.2(a) they are:

32.3. Inspectionofminutes

(a) The minutes of annual general meeting or special general meeting may be inspected by a member under Clause 33.3.
(b) The minutes of management committee meetings may be inspected by a member under Clause 33.3 unless the management committee determines that the minutes of management committee meeting generally, or the minutes of a specific management committee meeting, are not to be made available for inspection by a member.

33. Records

33.1. Inspecting record of officeholders

(a) Any member is able to inspect the record of officeholders free of charge, at such time and place as is mutually convenient to the association and the member.
(b) The member may make a copy of details from the record of officeholders, but has no right to remove the record of Officeholders for that purpose

33.2. Custody of association’s books

(a) Except as otherwise decided by the management committee from time to time:
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(i) The Secretary shall be responsible for ensuring the maintenance and control of the association’s books (except for the association’s financial records).
(ii) The Treasurer is responsible for ensuring the custody and maintenance of the association’s financial records and securities.

(b) The association’s books shall be retained for at least 7 years.

33.3. Inspecting association’s books

(a) Subject to this constitution, a member is able to inspect the association’s books free of charge at such time and place as is mutually convenient to the association and the member.
(b) A member shall contact the Coordinator to request to inspect the association’s books.
(c) The member may copy details from the association’s books but has no right to remove the association’s books for that purpose.

33.4. Prohibition on use of information in association’s books and record of officeholders

A member shall not use or disclose information in the association’s books and record of officeholders except for a purpose:

(a) That is directly connected with the affairs of the association, or
(b) Related to a requirement of the Associations Act to provide information to the Commissioner.

33.5. Returning the association’s books

Outgoing members of the management committee are responsible for transferring all relevant assets and association’s books to the new management committee within fourteen (14) days of ceasing to be a management committee member.

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Mount Lawley Neighbourhood Learning Centre Inc

DISPUTES

34. Disputes arising under constitution

(a) This clause applies to:
1. (i) Disputes between members, and
2. (ii) Disputes between the association and one or more members that arise under the constitution or relate to the constitution.
(b) In this Clause 34, the term member includes any former member whose membership ceased not more than six (6) months before the dispute occurred
(c) The parties to a dispute shall attempt to resolve the dispute between themselves within fourteen (14) days of the dispute coming to the attention of each party.
(d) If the parties are unable to resolve the dispute, any party to the dispute may initiate a procedure under this Clause 34 by giving written notice to the Coordinator of the parties to, and details of, the dispute.
(e) The association shall hold a management committee meeting within twenty eight (28) days after the Secretary receives notice of the dispute under Clause 34(d) for the management committee to determine the dispute.
(f) At the management committee meeting to determine the dispute, all parties to the dispute shall be given a full and fair opportunity to state their respective cases orally, in writing, or both.
(g) The Coordinator shall inform the parties to the dispute of the management committee’s decision and the reasons for the decision within 7 days after the management committee meeting referred to in Clause 34(e).
(h) If any party to the dispute is dissatisfied with the decision of the management committee, they may elect to initiate further dispute resolution procedures as set out in the constitution.

35. Mediation

(a) This Clause 35 applies:
1. (i) Where a person is dissatisfied with a decision made by the management committee under
  Clause 34(g) or
2. (ii) Where a dispute arises between a member or more than one member and the association and any party to the dispute elects not to have the matter determined by the management committee.
(b) If the parties to a dispute are unable to resolve the dispute between themselves within the time required by Clause 34(c) or a party to a dispute is dissatisfied with a decision made under Clause 34(g) a party to a dispute may:
1. (i) Provide written notice to the Coordinator identifying the parties to, and the details of, the dispute, and
2. (ii) Agree to, or request the appointment of, a mediator to resolve the dispute.
(c) The Coordinator shall then ensure that a meditator is appointed to resolve the dispute who shall be:
1. (i) A person chosen by agreement between the parties to the dispute, or
2. (ii) In the absence of agreement between the parties to the dispute, a mediator appointed by the management committee.
(d) Where the dispute relates to a proposal for the suspension or expulsion of a member this Clause 35 does not apply until the procedure under Clause 12 in respect of the proposed suspension or expulsion has been completed.
(e) The party or parties requesting the mediation shall pay the costs of the mediation.
(f) The mediator can be a member provided the member is not a party to the dispute.
(g) The parties to the dispute shall attempt to settle the dispute by mediation in good faith.

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Mount Lawley Neighbourhood Learning Centre Inc

(h) The parties are to exchange written statements of the issues that are in dispute between them and supply copies to the mediator at least five (5) days before the date of the mediation.
(i) The mediator, in conducting the mediation, shall:
1. (i) Give the parties to the mediation every opportunity to be heard,
2. (ii) Allow all parties to consider any written statement submitted by any party, and
3. (iii) Ensure that natural justice is accorded to the parties to the dispute throughout the mediation.
(j) The mediation shall be confidential.
(k) Information provided by the parties in the course of the mediation cannot be used in any other legal proceedings that may take place in relation to the dispute.

36. Inability to resolve dispute

If a dispute cannot be resolved under the procedures set out in Clauses 34 and 35, any party to the dispute may apply to the Administrative Tribunal to determine the dispute in accordance with the Associations Act or otherwise at law.

SERVICE OF NOTICES

Legal requirements
A notice or other communication in relation to this constitution has no legal effect unless it is in writing and given as follows:
1. (a) Delivered by hand to the nominated address of the addressee
2. (b) Sent by post to the nominated postal address of the addressee, or
3. (c) Sent by e-mail or any other method of electronic communication (including facsimile transmission) to the nominated electronic address of the addressee.
Service on members
Any notice given to a member under this constitution shall be sent to the member’s address as recorded in the members register.

INDEMNITY AND INSURANCE

Indemnity
1. (a) The association shall indemnify each management committee member out of the assets of the association against all losses and liabilities (including costs, expenses and charges) incurred by that person as a management committee member:
  1. (i) When the association is not prevented by law from doing so, and
  2. (ii) For an amount for which the management committee member is not entitled to indemnity from another party (including an insurer under an insurance policy).
2. (b) The indemnity in Clause 39(a) is a continuing obligation and is enforceable by a management committee even though that person is no longer a director of the association.
Director’s insurance
To the extent permitted by law, and if the management committee consider it appropriate, the association may pay or agree to pay a premium for a contract insuring a person who is or has been a director against any liability incurred by the director.
Insurance covering workers, contractors, volunteers and visitors

The association shall ensure that appropriate insurance is obtained for:

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Mount Lawley Neighbourhood Learning Centre Inc

a) The association’s workers,
b) The association’s contractors,
c) The association’s volunteers, and
d) The association’s visitors.

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Mount Lawley Neighbourhood Learning Centre Inc

OCCUPATIONAL SAFETY AND HEALTH

42. Safe and healthy working environment

The association is aware of its obligation to provide a safe and healthy working environment for its employees, contractors, volunteers and visitors and to remain familiar with the requirements of the Occupational Safety and Health Act 1984 (WA) and the Occupational Safety and Health Regulations 1996 (WA) and any amendments to these legal instruments made from time to time (OSH Laws).

43. Occupational Safety and Health obligations

The association shall ensure that:

(a) Where required, it obtains workers compensation insurance for its workers.
(b) Where required, it obtains insurance to cover its:
1. (i) Contractors,
2. (ii) Volunteers, and
3. (iii) Visitors.
(c) It complies with its obligations under the OSH laws, including any obligation:
1. (i) To complete a workers compensation claim form and submit it to the association’s
  workers compensation insurer if a worker is injured while at work, and
2. (ii) to notify the WorkSafe WA Commissioner if an injury to a worker involves:
  1. (A) A work-related death, or
  2. (B) One of the following injuries or diseases:
    1. (1) A fracture of the skull, spine or pelvis,
    2. (2) A fracture of any bone in the arm (other than in the wrists or hand) or in the leg (other than a bone in the ankle or foot),
    3. (3) An amputation of an arm, a hand, finger, finger joint, leg, foot, toe or toe joint,
    4. (4) The loss of sight of an eye,
    5. (5) Any injury other than those set out in Clauses 44(c)(ii) (B)(i) to 44(c)(ii)
      (B)(4), in the opinion of a medical practitioner, is likely to prevent the worker from being able to work within ten (10) days of the day on which the injury occurred,
    6. (6) Infectious diseases such as tuberculosis, viral hepatitis, legionnaires’ disease and HIV, where the disease is contracted during work involving exposure to human blood products, body secretions, excretions or other material which may be a source of infection, and
    7. (7) Occupational zoonoses such asQ fever, anthrax, leptospiroses and brucellosis, where the disease is contracted during work involving the handling of, or contact with, animals, animal hides, skins, wool, hair, carcases or animal waste products.

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Mount Lawley Neighbourhood Learning Centre Inc

CONSTITUTION AND BY-LAWS 44. Constitution

44.1. Binding

This constitution imposes a legally binding obligation upon the association and upon each member to observe all of its Clauses.

44.2. Amendment

(a) The association may amend the constitution or replace it with a new constitution by passing a special resolution.
(b) An amendment to the constitution changing:
1. (i) The association’s name, or
2. (ii) The association’s object or purposes, does not become effective until:
1. (iii) The required documents are lodged with the Commissioner, and
2. (iv) The Commissioner’s written approval to the changes is received by the association.

44.3. Copies

(a) The association shall maintain a current copy of the constitution at all times.
(b) The association shall provide, free of charge, a copy of the constitution then in force, to each member at the time their membership commences.

45. By-laws

45.1. Power and purpose

Provided that they are not inconsistent with the constitution or the associations Act, the members may make, amend and repeal by-laws for the management of the association by way of an ordinary resolution at an annual general meeting or a special general meeting.

45.2. Not of constitution and not required to be lodged

Any by-laws made under Clause 45.1 do not form part of the constitution and are not required to be lodged with the Commissioner.

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Mount Lawley Neighbourhood Learning Centre Inc

WINDING UP, CANCELLATION AND DISTRIBUTION OF SURPLUS PROPERTY

Cessation of activities, winding up and cancellation of incorporation
1. (a) The association may cease its activities and have its incorporation cancelled in accordance with the associations Act if the members resolve by special resolution that the association is to:
  1. (i) Apply to the Commissioner seeking the cancellation of the association’s incorporation, or
  2. (ii) Appoint a liquidator to wind up the association’s affairs.
2. (b) If the association has outstanding debts or any other outstanding legal obligations, or is a party to any current legal proceedings, the association must be wound up under Clause 46(a)(a)(ii) before cancellation of incorporation can take place.
Distribution of surplus assets
1. (a) Subject to the associations Act, any other applicable law and any court order, any surplus assets that remain after the association is wound up shall be distributed to one or more not-for-profit organisations that:
  1. (i) Possess an object and purposes similar to, or inclusive of, the object and purposes of the association as set out in Clause 4, and
  2. (ii) Which also prohibit the distribution of any surplus assets to its members to at least the same extent as the association.
2. (b) The decision as to the not-for-profit organisation or organisations to receive the surplus assets of the association shall be made by a special resolution of members at or before the time of winding up. If the members do not make the decision set out in Clause 48(b) the association may make application to the Courts of Western Australia and request that the courts make this decision.

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Schedule 1 - Membership Application Form

I, .............................................................................. [Applicant’s full name]

..............................................................................

[Applicant’s date of birth]

...................................................................

[Applicant ‘s occupation]

of ............................................................................................

.........................................................................................................

[Applicant’s residential address]

...............................................................................................

[Applicant’s telephone/mobile number]

...............................................................................................

[Applicant’s email address]

hereby apply to become a member of the above named incorporated association. In the event of my admission as a member, I agree to be bound by the constitution of the association as amended from time to time. I also understand the acceptance of my membership application does not necessarily provide guarantee any nomination for a managing committee members position in accordance with this constitution.

................................................................................... .................................................

Signature of applicant Date

Date of approval by management committee

.....................................................

Date
If you wish your details to remain private please tick the box

Mount Lawley Neighbourhood Learning Centre Inc

Constitution approved by membership at meeting held: 27/3/2018 Written approval received from Commissioner: 3/5/2018 48

A. Appointing a Proxy

I, .............................................................................. [Member’s full name]

..............................................................................

[Member’s telephone number]

of ...........................................................................

......................................................................................

[Member’s residential address]

.............................................................................

[Member’s email address]

Mount Lawley Neighbourhood Learning Centre Inc

Schedule 2 - Proxy Voting Form

(For use by member who is unable to attend annual or special general meeting)

being a member of the above named incorporated association (association) and authorised to vote at a general meeting, hereby appoint:

Please Tick ONLY ONE (1) of the following:

Chairperson of general meeting OR
Secretary of association OR
Proxy identified below

I, .............................................................................. [Proxy’s full name]

of .............................................................................

.......................................................................................

[Proxy’s residential address]
to vote on my behalf at the annual/special (strike out ‘annual’ OR ‘special’) general meeting (general meeting) of the association to be held on:

............................................... .....................................................................................................................................

Date of general meeting Address of general meeting and at any adjournment of the general meeting.

B. Proxy’s Voting Directions

My proxy is authorised to vote:

Please Tick ONLY ONE (1) of the following:

As the proxy deems fit OR
According to the specific directions to my proxy identified below

Specific directions to proxy (please add further page if needed)

................................................................................... .................................................

Signature of Member Date

Constitution approved by membership at meeting held: 27/3/2018 Written approval received from Commissioner: 3/5/2018 49