CONSTITUTION OF IARPP AUSTRALIA INC – INC9889638

216121\IARPP Aust constitution as at 17 May 20194206

Table of Contents

1.   DEFINITIONS AND INTERPRETATION 

1.1     Definitions 

1.2     General interpretation 

1.3     Interpretation Act 

2.   NAME AND PURPOSE 

2.1   Name 

2.2   Purpose 

3.   MEMBERSHIP 

3.1     Membership generally 

3.2     Application for membership 

3.3     Cessation of membership 

3.4     Membership entitlements not transferable 

3.5     Resignation of membership 

3.6     Register of members 

3.7     Fees and subscriptions 

3.8     Members’ liabilities 

3.9     Resolution of disputes 

3.10     Disciplining of members 

4.   THE COMMITTEE 

4.1     Powers of the committee 

4.2     Composition and membership of committee 

4.3     Election and term of committee members 

4.4     Secretary 

4.5     Treasurer 

4.6     Casual vacancies 

4.7     Removal of committee members 

4.8     Committee meetings and quorum 

4.8     Appointment of association members as committee members to constitute quorum 

4.10     Use of technology at committee meetings 

4.11     Delegation by committee to sub-committee 

4.12     Voting and decisions 

4.13     Committee members are volunteers 

4.14     Conflict of interest 

5.   GENERAL MEETINGS 

5.1     Annual general meetings-holding of 

5.2     Annual general meetings-calling of and business at 

5.3     Special general meetings-calling of 

5.4     Notice 

5.5     Quorum for general meetings 

5.6     Presiding member 

5.7     Adjournment 

5.8     Making of decisions 

5.9     Special resolutions 

5.10     Voting 

5.11     Proxy votes not permitted 

5.12     Postal or electronic ballots 

5.13     Use of technology at general meetings 

MISCELLANEOUS 

6.1     Insurance 

6.2     Funds-source 

6.3     Funds-management 

6.4     Association is non-profit 

6.5     Distribution of property on winding up of association 

6.6     Change of name, objects and constitution 

6.7     Custody of books etc 

6.8     Inspection of books etc 

6.9     Service of notices 

6.10     Financial year 

 

1.    DEFINITIONS AND INTERPRETATION‌

1.1     Definitions‌

In this constitution:

"secretary" means:

(a)   the person holding office under this constitution as secretary, or

(b)   if no person holds that office-the public officer of the association.

"special general meeting" means a general meeting of the association other than an annual general meeting.

"the Act" means the Associations Incorporation Act 2009 (NSW).

"the Regulation" means the Associations Incorporation Regulation 2016 (NSW).

1.2     General interpretation‌

In this constitution:

(a) reference to a function includes a reference to a power, authority and duty, and

(b) reference to the exercise of a function includes, if the function is a duty, a reference to the performance of the duty.

(c) the notes are for guidance only and do not form part of this document.

1.3     Interpretation Act‌

The provisions of the Interpretation Act 1987 (NSW) apply to and in respect of this constitution in the same manner as those provisions would so apply if this constitution were an instrument made under the Act.

 

2.     NAME AND PURPOSE‌

2.1     Name‌

The name of the association is IARPP Australia Inc.

2.2     Purpose‌

The association’s purpose is:

(a)    To provide opportunities for continuing professional education and development of psychoanalysts and psychotherapists about the nature, theory and clinical practice of psychoanalysis and psychotherapy from a relational perspective, broadly defined.

(b)    To create and maintain an organised network of psychoanalysts and psychotherapists for the dissemination of information on activities, for the sharing of ideas and projects and for the convening of seminars and conferences.

(c)     To advance the interests of the professions of psychoanalysis and psychotherapy.

 

MEMBERSHIP‌

3.1     Membership generally‌

A person is eligible to be a member of the association if:

(a)   The person is a member of the International Association for Relational Psychoanalysis and Psychotherapy;

(b)    the person is a natural person.

3.2     Application for membership‌

(a)   An application by a person for membership of the association:

(i) may be made in writing (including by email or other electronic means, if the committee so determines) in the form determined by the committee,

(ii) may be lodged (including by electronic means, if the committee so determines) with the secretary;

(iii) will be taken to have been made if the person is ordinarily resident in Australia and joins the International Association for Relational Psychoanalysis and Psychotherapy.

(b)   The secretary must, on receipt of the application in clause 3.2, enter or cause to be entered the applicant’s name in the register of members.

3.3     Cessation of membership‌

A person ceases to be a member of the association if the person:

(a) dies, or

(b) resigns membership, or

(c) ceases to be a member of the International Association for Relational Psychoanalysis and Psychotherapy.

3.4     Membership entitlements not transferable‌

A right, privilege or obligation which a person has by reason of being a member of the association:

(a) is not capable of being transferred or transmitted to another person, and

(b) terminates on cessation of the person’s membership.

3.5     Resignation of membership‌

(a) A member of the association may resign from membership of the association by first giving to the secretary written notice of at least 1 month (or any other period that the committee may determine) of the member’s intention to resign and, on the expiration of the period of notice, the member ceases to be a member.‌

(b) If a member of the association ceases to be a member under clause 3.5(a), and in every other case where a member ceases to hold membership, the secretary must make an appropriate entry in the register of members recording the date on which the member ceased to be a member.

3.6     Register of members‌

(a) The secretary must establish and maintain a register of members of the association (whether in written or electronic form) specifying the name and postal, residential or email address of each person who is a member of the association together with the date on which the person became a member.

(b) The register of members must be kept in New South Wales at the residence of either the president or the secretary.‌

(c) The register of members will be open for inspection on such terms and conditions as the committee may from time to time determine.‌

(d) If the register of members is kept in electronic form:

(i) it must be convertible into hard copy, and

(ii) the requirements in subclauses 3.6(b) and 3.6(c) apply as if a reference to the register of members is a reference to a current hard copy of the register of members.

3.7     Fees and subscriptions‌

(a) A member of the association, on admission to membership, will not be required to pay to the association any amount to join.

(b) A member of the association must pay to the association an annual membership fee in the amount as determined by the committee from time to time:‌

(i) except as provided by paragraph 3.7(b)(ii), before the first day of the financial year of the association in each calendar year, or

(ii) if the member becomes a member on or after the first day of the financial year of the association in any calendar year-on becoming a member and before the first day of the financial year of the association in each succeeding calendar year.‌

(c) The committee may determine that no amount is payable by members of the association as an annual membership fee.

3.8     Members’ liabilities‌

The liability of a member of the association to contribute towards the payment of the debts and liabilities of the association or the costs, charges and expenses of the winding up of the association is limited to the amount, if any, unpaid by the member in respect of membership of the association as required by clause 3.7(b).

3.9     Resolution of disputes‌

(a) A dispute between a member and another member (in their capacity as members) of the association, or a dispute between a member or members and the association, are to be referred to a Community Justice Centre for mediation under the Community Justice Centres Act 1983 (NSW).

(b) If a dispute is not resolved by mediation within 3 months of the referral to a Community Justice Centre, the dispute is to be referred to arbitration.

(c) The Commercial Arbitration Act 2010 (NSW) applies to a dispute referred to arbitration.

3.10   Disciplining of members‌

The association has no right to discipline, suspend or expel members.

4.     THE COMMITTEE‌

4.1     Powers of the committee‌

Subject to the Act, the Regulation, this constitution and any resolution passed by the association in general meeting, the committee:

(a) is to control and manage the affairs of the association, and

(b) may exercise all the functions that may be exercised by the association, other than those functions that are required by this constitution to be exercised by a general meeting of members of the association, and

(c) has power to perform all acts and do all things that appear to the committee to be necessary or desirable for the proper management of the affairs of the association.

4.2     Composition and membership of committee‌

(a) The committee is to consist of committee members each of whom is to be elected at the annual general meeting of the association under clause 4.3.

Note : Section 28 of the Act contains further requirements concerning eligibility for membership and composition of the committee.

(b) The total number of committee members is to be between 3 and 7.

(c) The office-bearers of the association are as follows:

(i) the president,

(ii) the treasurer,

(iii) the secretary.

(d) The office bearers of the association are to be elected by the committee from amongst the members of committee. Once elected each office bearer is, subject to this constitution, to hold office until the expiration of their term on the committee.

(e) A committee member may hold up to 2 offices except the office of president and secretary.

(f) There is no maximum number of consecutive terms for which a committee member may hold office. Each committee member:

(i) may serve for no more than three consecutive two year terms;

(ii) at the completion of three terms, a sitting member may be re-elected onto the Executive by the members for one additional term if exceptional circumstances exist and their election is approved by a resolution passed by the association. The exceptional circumstances are to be clearly communicated to the membership before the resolution is passed.

[Note: clause 4.2 (f) amended by special resolution 17 May 2019]

Note : Schedule 1 to the Act provides that an association’s constitution is to address the maximum number of consecutive terms of office of any office-bearers on the committee.

(g) Each member of the committee is, subject to this constitution, to hold office until immediately before the election of committee members at the second annual general meeting following the date of the member’s election, and is eligible for re-election.‌

4.3     Election and term of committee members‌

(a)     Nominations of candidates for election as office-bearers of the association or as ordinary committee members:

(i) must be made in writing, signed by 1 member of the association and accompanied by the written consent of the candidate (which may be endorsed on the form of the nomination), and

(ii) must be delivered to the secretary of the association at least 7 days before the date fixed for the holding of the annual general meeting at which the election is to take place.

(b) If insufficient nominations are received to fill all vacancies on the committee, the candidates nominated are taken to be elected and further nominations are to be received at the annual general meeting.

(c) If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated are taken to be elected.

(d) If the number of nominations received exceeds the number of vacancies to be filled, a ballot is to be held.

(e) The ballot for the election of committee members of the committee is to be conducted at the annual general meeting in any usual and proper manner that the committee directs.

(f) A person nominated as a candidate for election as a committee member of the association must be a member of the association.

(g) Each member of the committee shall hold office for a term of 2 years (as provided for in clause 4.2(g)) and on the expiration of that term the position will be vacant and subject to further election.

(h) To the extent reasonably practical the association will ensure that each year approximately half the positions on the committee become vacant.

4.4     Secretary‌

(a) The secretary must, as soon as practicable after being appointed as secretary, lodge notice with the association of his or her address.

(b) It is the duty of the secretary to keep minutes (whether in written or electronic form) of:

(i) all appointments of office-bearers and members of the committee, and

(ii) the names of members of the committee present at a committee meeting or a general meeting, and

(iii) all proceedings at committee meetings and general meetings.

(c) Minutes of proceedings at a meeting must be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting.‌

(d) The signature of the chairperson may be transmitted by electronic means for the purposes of subclause 4.4(c).

4.5     Treasurer‌

It is the duty of the treasurer of the association to ensure:

(a) that all money due to the association is collected and received and that all payments authorised by the association are made, and

(b) that correct books and accounts are kept showing the financial affairs of the association, including full details of all receipts and expenditure connected with the activities of the association.

4.6     Casual vacancies‌

(a) In the event of a casual vacancy occurring in the membership of the committee, the committee may appoint a member of the association to fill the vacancy and the member so appointed is to hold office, subject to this constitution, until the annual general meeting next following the date of the appointment.

(b) A casual vacancy in the office of a member of the committee occurs if the member:

(i) dies, or

(ii) ceases to be a member of the association, or

(ii) is or becomes an insolvent under administration within the meaning of the Corporations Act 2001(Cth) , or

(iv) resigns office by notice in writing given to the secretary, or

(v) is removed from office under clause 4.7, or

(vi) becomes a mentally incapacitated person, or

(vii) is absent without the consent of the committee from 3 consecutive meetings of the committee, or

(viii) is convicted of an offence involving fraud or dishonesty for which the maximum penalty on conviction is imprisonment for not less than 3 months, or

(ix) is prohibited from being a director of a company under Part 2D.6 (Disqualification from managing corporations) of the Corporations Act 2001(Cth).

4.7     Removal of committee members‌

(a) The association in general meeting may by resolution of a two thirds vote of the members present and voting at the meeting remove any member of the committee from the office of member before the expiration of the member’s term of office and may by resolution appoint another person to hold office until the expiration of the term of office of the member so removed.‌

(b) If a member of the committee to whom a proposed resolution referred to in subclause 4.7(a) relates makes representations in writing to the secretary or president (not exceeding a reasonable length) and requests that the representations be notified to the members of the association, the secretary or the president may send a copy of the representations to each member of the association or, if the representations are not so sent, the member is entitled to require that the representations be read out at the meeting at which the resolution is considered.

4.8     Committee meetings and quorum‌

(a) The committee must meet at least 3 times in each period of 12 months at the place and time that the committee may determine.

(b) Additional meetings of the committee may be convened by the president or by any member of the committee.

(c) Oral or written notice of a meeting of the committee must be given by the secretary to each member of the committee at least 48 hours (or any other period that may be unanimously agreed on by the members of the committee) before the time appointed for the holding of the meeting.‌

(d) Notice of a meeting given under subclause 4.8(c) must specify the general nature of the business to be transacted at the meeting and no business other than that business is to be transacted at the meeting, except business which the committee members present at the meeting unanimously agree to treat as urgent business.

(e) Any 3 members of the committee constitute a quorum for the transaction of the business of a meeting of the committee.‌

(f) No business is to be transacted by the committee unless a quorum is present and if, within half an hour of the time appointed for the meeting, a quorum is not present, the meeting is to stand adjourned to the same place and at the same hour of the same day in the following week.

(g) If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting is to be dissolved.

(h) At a meeting of the committee:

(i) the president or, in the president’s absence, the secretary is to preside, or

(ii) if the president and the secretary are absent or unwilling to act, one of the remaining members of the committee chosen by the members present at the meeting is to preside.

4.9     Appointment of association members as committee members to constitute quorum‌

(a) If at any time the number of committee members is less than the number required to constitute a quorum for a committee meeting, the existing committee members may appoint a sufficient number of members of the association as committee members to enable the quorum to be constituted.

(b) A member of the committee so appointed is to hold office, subject to this constitution, until the annual general meeting next following the date of the appointment.

(c) This clause does not apply to the filling of a casual vacancy to which clause 4.6 applies.

4.10     Use of technology at committee meetings‌

(a) A committee meeting may be held at 2 or more venues using any technology approved by the committee that gives each of the committee’s members a reasonable opportunity to participate.

(b) A committee member who participates in a committee meeting using that technology is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person.

4.11     Delegation by committee to sub-committee‌

(a) The committee may, by instrument in writing, delegate to one or more sub-committees (consisting of the member or members of the association that the committee thinks fit) the exercise of any of the functions of the committee that are specified in the instrument, other than:

(ii) this power of delegation, and

(ii) a function which is a duty imposed on the committee by the Act or by any other law.

(b) A function the exercise of which has been delegated to a sub- committee under this clause may, while the delegation remains unrevoked, be exercised from time to time by the sub-committee in accordance with the terms of the delegation.

(c) A delegation under this clause may be made subject to any conditions or limitations as to the exercise of any function, or as to time or circumstances, that may be specified in the instrument of delegation.

(d) Despite any delegation under this clause, the committee may continue to exercise any function delegated.

(e) Any act or thing done or suffered by a sub-committee acting in the exercise of a delegation under this clause has the same force and effect as it would have if it had been done or suffered by the committee.

(f) The committee may, by instrument in writing, revoke wholly or in part any delegation under this clause.

(g) A sub-committee may meet and adjourn as it thinks proper.

4.12     Voting and decisions‌

(a) Questions arising at a meeting of the committee or of any sub- committee appointed by the committee are to be determined by a majority of the votes of members of the committee or sub-committee present at the meeting.

(b) Each member present at a meeting of the committee or of any sub- committee appointed by the committee (including the person presiding at the meeting) is entitled to one vote but, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.

(c) Subject to clause 4.8(e), the committee may act despite any vacancy on the committee.

(d) Any act or thing done or suffered, or purporting to have been done or suffered, by the committee or by a sub-committee appointed by the committee, is valid and effectual despite any defect that may afterwards be discovered in the appointment or qualification of any member of the committee or sub-committee.

4.13     Committee members are volunteers‌

Committee members are not to be paid for serving on the committee. Committee members may be reimbursed for any expense they incur on behalf of the association.

4.14     Conflict of interest‌

The committee may from time to time adopt a policy on conflict of interest applicable to the Committee members

5.     GENERAL MEETINGS‌

5.1     Annual general meetings-holding of‌

The association must hold its annual general meetings:

(a) within 6 months after the close of the association’s financial year, or

(b) within any later time that may be allowed or prescribed under section 37 (2) (b) of the Act.

5.2     Annual general meetings-calling of and business at‌

(a) The annual general meeting of the association is, subject to the Act and to clause 5.1, to be convened on the date and at the place and time that the committee thinks fit.

(b) In addition to any other business which may be transacted at an annual general meeting, the business of an annual general meeting is to include the following:‌

(i) to confirm the minutes of the last preceding annual general meeting and of any special general meeting held since that meeting,

(ii) to receive from the committee reports on the activities of the association during the last preceding financial year,

(iii) to elect those committee members whose position at that annual general meeting have become vacant,

(iv) to receive and consider any financial statement or report required to be submitted to members under the Act.

(c) An annual general meeting must be specified as that type of meeting in the notice convening it.

5.3     Special general meetings-calling of‌

(a) The committee may, whenever it thinks fit, convene a special general meeting of the association.

(b) The committee must, on the requisition of at least 5% of the total number of members, convene a special general meeting of the association.

(c) A requisition of members for a special general meeting:‌

(i) must be in writing, and

(ii) must state the purpose or purposes of the meeting, and

(iii) must be signed by the members making the requisition, and

(iv) must be lodged with the secretary, and

(v) may consist of several documents in a similar form, each signed by one or more of the members making the requisition.

(d) If the committee fails to convene a special general meeting to be held within 1 month after the date on which a requisition of members for the meeting is lodged with the secretary, any one or more of the members who made the requisition may convene a special general meeting to be held not later than 3 months after that date.

(e) A special general meeting convened by a member or members as referred to in subclause 5.3(e) must be convened as nearly as is practicable in the same manner as general meetings are convened by the committee.‌

(f) For the purposes of subclause 5.3(c):

(1) a requisition may be in electronic form, and

(2) a signature may be transmitted, and a requisition may be lodged, by electronic means.

5.4     Notice‌

(a) Except if the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary must, at least 14 days before the date fixed for the holding of the general meeting, give a notice to each member specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting.‌

(b) If the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary must, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be given to each member specifying, in addition to the matter required under subclause 5.4(a), the intention to propose the resolution as a special resolution.

Note : A special resolution must be passed in accordance with section 39 of the Act.

(c) No business other than that specified in the notice convening a general meeting is to be transacted at the meeting except, in the case of an annual general meeting, business which may be transacted under clause 5.2(b).

(d) A member desiring to bring any business before a general meeting may give notice in writing of that business to the secretary who must include that business in the next notice calling a general meeting given after receipt of the notice from the member.

5.5     Quorum for general meetings‌

(a) No item of business is to be transacted at a general meeting unless a quorum of members entitled under this constitution to vote is present during the time the meeting is considering that item.

(b) Five members present (being members entitled under this constitution to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.

(c) If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting:

(i) if convened on the requisition of members-is to be dissolved, and

(ii) in any other case-is to stand adjourned to the same day in the following week at the same time and (unless another place is specified at the time of the adjournment by the person presiding at the meeting or communicated by written notice to members given before the day to which the meeting is adjourned) at the same place.

(d) If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being at least 3) are to constitute a quorum.

5.6     Presiding member‌

(a) The president or, in the president’s absence, the secretary, is to preside as chairperson at each general meeting of the association.

(b) If the president and the secretary are absent or unwilling to act, the members present must elect one of their number to preside as chairperson at the meeting.

5.7     Adjournment‌

(a) The chairperson of a general meeting at which a quorum is present may, with the consent of the majority of members present at the meeting, adjourn the meeting from time to time and place to place, but no business is to be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.‌

(b) If a general meeting is adjourned for 14 days or more, the secretary must give written or oral notice of the adjourned meeting to each member of the association stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.‌

(c) Except as provided in subclauses 5.7(a) and 5.7(b), notice of an adjournment of a general meeting or of the business to be transacted at an adjourned meeting is not required to be given.

5.8     Making of decisions‌

(a) A question arising at a general meeting of the association is to be determined by a show of hands or, if the meeting is one to which clause 5.13 applies, any appropriate corresponding method that the committee may determine.

(b) If the question is to be determined by a show of hands, a declaration by the chairperson that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, or an entry to that effect in the minute book of the association, is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution.‌

(c) Subclause 5.8(b) applies to a method determined by the committee under subclause 5.8 in the same way as it applies to a show of hands.

5.9     Special resolutions‌

A special resolution may only be passed by the association in accordance with section 39 of the Act.

(a) A resolution is A resolution is passed as a special resolution:

(i) at a meeting of the association of which notice has been given to its members no later than 21 days before the date on which the meeting is held, or

(ii) in a postal or electronic ballot conducted by the association, or

(iii) in such other manner as the Commissioner for Fair Trading (or other person as prescribed by the Act) may direct,

if it is supported by at least three-quarters of the votes cast by members of the association who, under this constitution, are entitled to vote on the proposed resolution.

(b) A notice referred to in clause 5.9 (a) (i) must include the terms of the resolution and a statement to the effect that the resolution is intended to be passed as a special resolution.

(c) A postal or electronic ballot referred to in clause 5.9 (a) (ii) may only be conducted in relation to resolutions of a kind that this constitution permits to be voted on by means of a postal or electronic ballot and, if conducted, must be conducted in accordance with the Regulation.

(d) If the association proposes to conduct a postal or electronic ballot referred to in clause 5.9 (a) (ii) it must at least 21 days before the opening of the ballot give notice to its members of the substance of the proposed resolution and the reason it is being put to the membership for determination.

[Note: clause 5.9 amended by special resolution 17 May 2019]

5.10     Voting‌

(a) On any question arising at a general meeting of the association a member has one vote only.

(b) In the case of an equality of votes on a question at a general meeting, the chairperson of the meeting is entitled to exercise a second or casting vote.

(c) A member is not entitled to vote at any general meeting of the association unless all money due and payable by the member to the association (if any) has been paid.

5.11     Proxy votes not permitted‌

Proxy voting must not be undertaken at or in respect of a general meeting.

Note : Schedule 1 to the Act provides that an association’s constitution is to address whether members of the association are entitled to vote by proxy at general meetings.

5.12     Postal or electronic ballots‌

(a) The association may hold a postal or electronic ballot (as the committee determines) to determine any issue or proposal (other than an appeal under clause Error! Reference source not found.).

[Note: clause 5.12(a) amended by special resolution 17 May 2019]

(b) A postal or electronic ballot is to be conducted in accordance with Schedule 3 to the Regulation.

5.13     Use of technology at general meetings‌

(a) A general meeting may be held at 2 or more venues using any technology approved by the committee that gives each of the association’s members a reasonable opportunity to participate.

(b) A member of an association who participates in a general meeting using that technology is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person.

6.     MISCELLANEOUS‌

6.1     Insurance‌

The association may effect and maintain insurance.

6.2     Funds-source‌

(a) The funds of the association are to be derived from seminar and conference fees, annual subscriptions of members (if any), donations and, subject to any resolution passed by the association in general meeting, any other sources that the committee determines.

(b) All money received by the association must be deposited as soon as practicable and without deduction to the credit of the association’s bank or other authorised deposit-taking institution account.

(c) The association must, as soon as practicable after receiving any money, issue an appropriate receipt.

6.3     Funds-management‌

(a) Subject to any resolution passed by the association in general meeting, the funds of the association are to be used solely in pursuance of the objects of the association in the manner that the committee determines.

(b) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by 2 authorised signatories. Electronic funds transactions may be undertaken by one authorised committee member.

6.4     Association is non-profit‌

Subject to the Act and the Regulation, the association must apply its funds and assets solely in pursuance of the objects of the association and must not conduct its affairs so as to provide a pecuniary gain for any of its members.

Note : Section 5 of the Act defines "pecuniary gain" for the purpose of this clause.

6.5     Distribution of property on winding up of association‌

(a) Subject to the Act and the Regulations, in a winding up of the association, any surplus property of the association is to be transferred to another organisation with similar objects and which is not carried on for the profit or gain of its individual members.

(b) In this clause, a reference to the surplus property of an association is a reference to that property of the association remaining after satisfaction of the debts and liabilities of the association and the costs, charges and expenses of the winding up of the association.

Note : Section 65 of the Act provides for distribution of surplus property on the winding up of an association.

6.6     Change of name, objects and constitution‌

An application for registration of a change in the association’s name, objects or constitution in accordance with section 10 of the Act is to be made by the public officer or a committee member.

6.7     Custody of books etc‌

Except as otherwise provided by this constitution, all records, books and other documents relating to the association must be kept in New South Wales:

(a) at the main premises of the association, in the custody of the public officer or a member of the association (as the committee determines), or

(b) if the association has no premises, at the residence of either the president or the secretary.

6.8      Inspection of books etc‌

(a) The following documents must be open to inspection, free of charge, by a member of the association at any reasonable hour:‌

(i) records, books and other financial documents of the association,

(ii) this constitution,

(ii) minutes of all committee meetings and general meetings of the association.

(b) A member of the association may obtain a copy of any of the documents referred to in subclause 6.8(a) on payment of a fee of not more than $1 for each page copied.‌

(c) Despite subclauses 6.8(a) and 6.8(b), the committee may refuse to permit a member of the association to inspect or obtain a copy of records of the association that relate to confidential, personal, employment, commercial or legal matters or where to do so may be prejudicial to the interests of the association.

6.9     Service of notices‌

(a) For the purpose of this constitution, a notice may be served on or given to a person:

(i) by delivering it to the person personally, or

(ii) by sending it by pre-paid post to the address of the person, or

(iii) by sending it by facsimile transmission or some other form of electronic transmission to an address specified by the person for giving or serving the notice.

(b) For the purpose of this constitution, a notice is taken, unless the contrary is proved, to have been given or served:

(i) in the case of a notice given or served personally, on the date on which it is received by the addressee, and

(ii) in the case of a notice sent by pre-paid post, on the date when it would have been delivered in the ordinary course of post, and

(iii) in the case of a notice sent by facsimile transmission or some other form of electronic transmission, on the date it was sent or, if the machine from which the transmission was sent produces a report indicating that the notice was sent on a later date, on that date.

6.10     Financial year‌

The financial year of the association is:

(a) the period of time commencing on the date of incorporation of the association and ending on the following 30 June, and

(b) each period of 12 months after the expiration of the previous financial year of the association, commencing on 1 July and ending on the following 30 June.

Notes :

1. Schedule 1 to the Act provides that an association’s constitution is to address the association’s financial year.

2. Clause 19 of the Regulation contains a substitute clause 6.10 for certain associations incorporated under the Associations Incorporation Act 1984.


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