PART I -- PRELIMINARY
1. The name of the organization is "Canberra Photographic Society (Incorporated)", hereinafter referred to as "the Society".
2. The objects of the Society are: (a) to encourage, aid and benefit by mutual co-operation instruction and competition, the photographic skills of persons in Canberra and district who are interested in any aspect of the art of photography; (b) to encourage public interest in the art of photography by arranging public displays of work by members of the Society, holding photographic salons, and by all other practicable means; (c) to co-operate with other art and cultural societies in Canberra and district in furthering the cultural life of the community; and (d) through affiliation with interstate, national, and, where possible, international photographic associations, to enable members of the Society to share in the benefits available from those associations, and to represent Canberra in the activities of those associations.
3. In this constitution, unless the contrary intention appears: "Year" means the financial year of the Society commencing on 1 January and ending on 31 December; "Member" means a member, however described, of the Society; "Committee" means the Committee of Management of the Society; "Ordinary committee member" means a member of the committee who is not an office bearer of the Society as referred to in clause 19; "General meeting" means a general meeting of members convened in accordance with clause 29; "The Act" means the Associations Incorporation Act 1991; and "The Regulations" means the Associations Incorporation Regulations.
4. In this constitution, a reference to the Secretary of the Society is a reference: (a) where a person holds office under this constitution as Secretary of the Society to that person; and (b) in any other case, to the public officer of the Society.
5. In this constitution: (a) a reference to a function includes a reference to a power, authority and duty; and (b) a reference to the exercise of a function includes, where the function is a power, authority or duty, a reference to the exercise of the power or authority or the performance of the duty.
6. The provisions of the Interpretation Act 1967 apply to and in respect of this constitution in the same manner as those provisions would so apply if this constitution was an instrument made under the Act.
PART II -- MEMBERSHIP
7. Membership qualifications. A person is qualified to be a member if: (a) the person is a person referred to in paragraph 21(a) or (b) of the Act and has not ceased to be a member of the Society at any time after incorporation of the Society under the Act; or (b) the person: (i) has applied for membership in accordance with sub-clause 8(1); and (ii) has been approved for membership of the Society by the committee of the Society.
8. Application for membership. (1) An application for membership of the Society: (a) shall be made in writing in the form set out in Appendix 1 to this constitution; and (b) shall be lodged with the Treasurer together with an amount equal to the membership subscription applicable at the time of the application and the joining fee, if any, prescribed for new members. (2) As soon as practicable after receiving an application for membership, the Treasurer shall refer the application to the committee which shall determine whether to approve or reject the application. (3) Where the committee determines to approve an application for membership, the Treasurer shall as soon as practicable after that determination notify the applicant of that approval and enter the applicant's name in the register of members. (4)Where the committee determines not to approve an application for membership, the Treasurer shall as soon as practicable after that determination notify the applicant of that decision and refund to the applicant the amount paid under clause 8(1)(b).
9. Membership entitlements not transferable. A right, privilege or obligation which a person has by reason of being a member of the Society: (a) is not capable of being transferred or transmitted to another person; and (b) terminates upon cessation of the person's membership.
10.Cessation of membership. A person ceases to be a member of the Society if the person: (a) resigns from membership of the Society; (b) is expelled from the Society; or (c) fails to renew membership by paying the membership subscription by 1 July in the year for which the membership subscription is payable.
11.Resignation of membership. (1) A member is not entitled to resign from membership of the Society except in accordance with this clause. (2) A member who has paid all amounts payable by the member to the Society may resign from membership of the Society by first giving notice (being not less than one month, or, if the committee has determined a shorter period, that shorter period) in writing to the Secretary of the member's intention to resign and, upon the expiration of the period of notice, the member ceases to be a member. (3) Where a person ceases to be a member, the Treasurer shall make an appropriate entry in the register of members recording the date on which the member ceased to be a member.
12.Fees and subscriptions. The entrance fee to the Society and the annual membership subscription shall be fixed at the Annual General Meeting, but if the Annual General Meeting fails to fix the entrance fee and annual membership subscription, they shall be fixed by the committee as soon as practicable thereafter.
13.Members' liability. The liability of a member to contribute towards the payment of debts and liabilities of the Society or the costs, charges and expenses of the winding up of the Society is limited to the amount, if any unpaid by the member in respect of membership of the Society as required by clause 12.
14. Honorary membership. (1) Members of Societies which are affiliated with the Australian Photographic Society or its successors may on application to the Secretary and subject to the provisions of sub-clause (2) have extended to them honorary membership of the Society. (2) Honorary membership shall be granted by one member of the executive and one member of the committee and shall be subject to review at the meeting of the committee following the granting of the honorary membership. (3) No honorary member shall be entitled to vote at any meeting of the Society. (4) Honorary members may in all other respects enjoy the full rights and duties of financial members. (5) Honorary membership shall terminate three months after being granted or at any sooner time decided by the committee. (6) Honorary members shall be liable for any damage to the property of the Society caused by them.
15. Honorary life membership. (1) Honorary life membership may be conferred on any person on a recommendation of the committee presented to an annual general meeting or general meeting of the Society and approved at that meeting by not less than two thirds of the members present and entitled to vote. (2) As soon as practicable after a recommendation for honorary life membership is approved, the Treasurer shall enter the name of the honorary life member in the register of members if the member is not already a member of the Society.
16. Disciplining of members. (1) Where the committee is of the opinion that a member: (a) has persistently refused or neglected to comply with the provisions of this constitution; or (b) has persistently and wilfully acted in a manner prejudicial to the interests of the Society, the committee may, by resolution: (c) expel the member from the Society; or (d) suspend the member from such rights and privileges of membership of the Society as the committee may determine for a specified period. (2) A resolution of the committee under clause (1) is of no effect unless the committee, at a meeting held not earlier than 14 days and not later than 28 days after service on the member of a notice under sub-clause (3) confirms the resolution in accordance with this clause. (3) Where the committee passes a resolution under sub-clause (1), the Secretary shall, as soon as practicable, cause a notice in writing to be served on the member: (a) setting out the resolution of the committee and the grounds on which it is based; (b) stating that the member may address the committee at a meeting to be held not earlier than 14 days and not later than 28 days after service of the notice; (c) stating the date, place and time of that meeting; and (d) informing the member that the member may do either or both of the following: (i) attend and speak at that meeting; (ii) submit to the committee at or prior to the date of that meeting written representations relating to the resolution. (4) Subject to section 50 of the Act, at a meeting of the committee mentioned in sub-clause (3), the committee shall: (a) give to the member mentioned in sub-clause (1) an opportunity to make oral representations; (b) give due consideration to any written representations submitted to the committee by that member at or prior to the meeting; and (c) by resolution determine whether to confirm or to revoke the resolution of the committee made under sub-clause (1). (5) Where the committee confirms a resolution under sub-clause (4), the Secretary shall, within seven days after confirmation, by notice in writing inform the member of that confirmation and of the member's right to appeal under clause 17. (6) A resolution confirmed by the committee under sub-clause (4) does not take effect: (a) until the expiration of the period within which the member is entitled to appeal against the resolution where the member does not exercise the right of appeal within that period; or (b) where within that period the member exercises the right of appeal, unless and until the Society confirms the resolution in accordance with sub-clause 17(4).
17. Right of appeal of disciplined member. (1) A member may appeal to the Society in general meeting against a resolution of the committee which is confirmed under sub-clause 16(4), within seven days after notice of the resolution is served on the member, by lodging with the Secretary a notice to that effect. (2) Upon receipt of a notice under sub-clause (1), the Secretary shall notify the committee which shall convene a general meeting of the Society to be held within 21 days after the date on which the Secretary received the notice or as soon as possible after that date. (3) Subject to section 50 of the Act, at a general meeting of the Society convened under sub-clause (2): (a) no business other than the question of the appeal shall be transacted; (b) the committee and the member shall be given the opportunity to make representations in relation to the appeal orally or in writing, or both; and (c) the members present shall vote by secret ballot on the question of whether the resolution made under sub-clause 16(4) is confirmed. (4) If the meeting passes a special resolution in favour of the confirmation of the resolution made under sub-clause 16(4), that resolution is confirmed.
PART III -- THE COMMITTEE
18. Powers of the committee. The committee, subject to the Act, the Regulations, this constitution, and to any resolution passed by the Society in general meeting: (a) shall control and manage the affairs of the Society; (b) may exercise all such functions as may be exercised by the Society other than those functions that are required by this constitution to be exercised by the Society in general meeting; and (c) has the power to perform all such acts and do all such things as appear to the committee to be necessary or desirable for the proper management of the affairs of the Society.
19. Constitution and membership. (1) The committee shall consist of: (a) the office-bearers of the Society; and (b) up to ten ordinary members of the Society; each of whom shall be elected pursuant to clause 20 or appointed in accordance with sub-clause (4). (2) The office-bearers of the Society shall be: (a) the President; (b) two Vice-Presidents; (c) the Secretary; (d) the Treasurer; and (e) the Public Officer. (3) Each member of the committee shall, subject to this constitution, hold office until the conclusion of the annual general meeting following the date of the member's election, but is eligible for re-election. (4) In the event of a vacancy in the membership of the committee, the committee may appoint a member of the Society to fill the vacancy and the member so appointed shall hold office, subject to this constitution, until the conclusion of the annual general meeting following the date of the appointment.
20. Election of committee members. (1) Nominations of members for election as office-bearers of the Society or as ordinary members of the committee shall be taken from members of the Society present at the annual general meeting. (2) The nomination for office of any member not present at the annual general meeting shall not be accepted unless the consent of the member to the nomination has been received by the Secretary or Chairman of the meeting. (3) A person is not eligible to simultaneously hold more than two positions on the committee.
21. Secretary. (1) The Secretary of the Society shall, as soon as practicable after being appointed as Secretary, notify the Society of his or her address. (2) The Secretary shall keep minutes of: (a) all elections and appointments of office-bearers and ordinary committee members; (b) the names of members of the committee present at a committee meeting; and (c) all proceedings at committee meetings and general meetings. (3) Minutes of proceedings at a meeting shall be signed by the person presiding at the meeting or by a person presiding at the next succeeding meeting.
22. Treasurer. The Treasurer of the Society shall: (a) collect and receive all moneys due to the Society and make payments authorised by the Society; and (b) keep correct accounts and books showing the financial affairs of the Society with full details of all receipts and expenditure connected with the activities of the Society.
23. Vacancies. (1) For the purposes of this constitution, a vacancy in the office of a member of the committee occurs if the member: (a) ceases to be a member of the Society; (b) resigns from office; (c) is removed from office pursuant to clause 24; (d) becomes an insolvent under administration within the meaning of the Corporations Law; (e) suffers from physical or mental incapacity; (f) is disqualified from office under subsection 63(1) of the Act; or (g) is absent without the consent of the committee from all meetings of the committee held during a period of six months.
24. Removal of committee members. The Society in general meeting may by resolution, subject to section 50 of the Act, remove any member of the committee from the office of member of the committee before the expiration of the member's term of office.
25. Committee meetings and quorum. (1) The committee shall meet at such times and places as may be determined from time to time by it and in the absence of such determination, at such times and places as the President determines. (2) The President shall call a special meeting of the committee within fourteen days of receiving a written request or requests from at least three members of the committee. (3) Oral or written notice of a meeting of the committee shall be given by the Secretary to each member of the committee at least 48 hours (or such other period as may be unanimously agreed by the members of the committee) before the time appointed for the holding of the meeting. (4) A member who is present at a meeting of the committee when the date and time of a subsequent meeting is agreed to by resolution shall be deemed to have received notice of that subsequent meeting. (5) Any five members of the committee constitute a quorum for the transaction of the business of a meeting of the committee. (6) No business shall be transacted by the committee unless a quorum is present and if within half an hour after the time appointed for the meeting a quorum is not present the meeting stands adjourned to a date and time and place determined by the President. (7) If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the meeting, the meeting shall be dissolved. (8) At a meeting of the committee: (a) the President or in the absence of the President, a Vice-President shall preside; or (b) if the President and the Vice-Presidents are absent, one of the remaining members of the committee may be chosen by the members present to preside.
26. Delegation by committee to sub-committee. (1) The committee may, by instrument in writing, delegate to one or more sub- committees (consisting of such member or members of the Society as the committee thinks fit) the exercise of such of the functions of the committee as are specified in the instrument, other than: (a) this power of delegation; and (b) a function which is a function imposed on the committee by the Act, by any other law of the Territory, or by resolution of the Society in general meeting. (2) 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. (3) A delegation under this clause may be made subject to such conditions or limitations as to the exercise of any function, or as to time or circumstances, as may be specified in the instrument of delegation. (4) Notwithstanding any delegation under this clause, the committee may continue to exercise any function delegated. (5) 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. (6) The committee may, by instrument in writing, revoke wholly or in part any delegation under this clause. (7) A sub-committee may meet and adjourn as it thinks proper.
27. Voting and decisions. (1) Questions arising at the meeting of the committee or of any sub-committee appointed by the committee shall be determined by a majority of the votes of members of the committee or sub-committee present at the meeting. (2) 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. (3) Subject to sub-clause 25(5), the committee may act notwithstanding any vacancy on the committee. (4) Any act or thing suffered, or purporting to have been done or suffered, by the committee or by a sub-committee appointed by the committee, is valid and effectual notwithstanding any defect that may afterwards be discovered in the appointment or qualification of any member of the committee or sub-committee.
PART IV -- GENERAL MEETINGS
28. Annual general meetings. (1) The Society shall convene an annual general meeting of its members in March each year. (2) The annual general meeting of the Society shall be convened on such date in March and at such place as the committee thinks fit. (3) Any fifteen members of the Society constitute a quorum for the transaction of the business of an annual general meeting of members. (4) In addition to any other business which may be transacted at an annual general meeting, the business of an annual general meeting shall be: (a) to confirm the minutes of the last preceding annual general meeting and any general meeting held since that meeting; (b) to receive from the committee reports on the activities of the Society during the last preceding financial year; (c) to elect members of the committee, including office-bearers; (d) to receive and consider the statement of accounts and the reports that are required to be submitted to members pursuant to subsection 73(1) of the Act; and (e) to appoint an auditor in accordance with the requirements of the Act. (5) An annual general meeting shall be conducted in accordance with the provisions of this Part.
29. Calling of general meetings. (1) The committee may, whenever it thinks fit, convene a general meeting of the Society. (2) The committee shall, on the requisition in writing of not less than five percent of the total number of members, convene a general meeting of the Society. (3) A requisition of members for a general meeting: (a) shall state the purpose or purposes of the meeting; (b) shall be signed by the members making the requisition; (c) shall be lodged with the Secretary; and (d) may consist of several documents in a similar form, each signed by one or more of the members making the requisition. (4) If the committee fails to convene a general meeting within one 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 meeting to be held not more than three months after that date. (5) A general meeting convened by a member or members referred to in sub-clause (4) shall be convened as nearly as is practicable in the same manner as general meetings are convened by the committee and any member who thereby incurs expenses is entitled to be reimbursed by the Society for any reasonable expense so incurred.
30. Notice. General meetings shall be called by announcement at all Society activities for at least two weeks before the date fixed for the holding of the general meeting, or by notice specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting sent by prepaid post to each member at the member's address appearing on the register of members.
31. General meetings -- Procedure and quorum. (1) No item of business shall 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. (2) Fifteen members present in person (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. (3) If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting if convened upon the requisition of the members shall be dissolved and in any other case shall stand adjourned to the same day in the following week at the same time and (unless another place is specified at the time of 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. (4) 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 not less than nine) shall constitute a quorum.
32. Presiding member. (1) The President, or in the absence of the President, a Vice-President, shall preside at each general meeting of the Society. (2) If the President and the Vice-Presidents are absent from the general meeting, the members present shall elect one of their number to preside at the meeting.
33. Making of decisions. (1) A question arising at a general meeting of the Society shall be determined on a show of hands and unless a poll is demanded, a declaration by the person presiding 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 Society, is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution. (2) At a general meeting of the Society, a poll may be demanded by the person presiding or by not less than three members present in person or by proxy at the meeting. (3) Where the poll is demanded at a general meeting, the poll shall be taken: (a) immediately in the case of a poll which relates to the election of the person to preside at the meeting or to the question of an adjournment; or (b) in any other case, in such manner and at such time before the close of the meeting as the person presiding directs, and the resolution of the poll on the matter shall be deemed to be the resolution of the meeting on that matter.
34. Adjournment. The person presiding at 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 shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
35. Voting. (1) Subject to sub-clause (3), upon any question arising at a general meeting of the Society, a member has one vote only. (2) All votes shall be given personally or by proxy but no member may hold more than five proxies. (3) In the case of an equality of votes on a question at a general meeting, the person presiding is entitled to exercise a second or casting vote. (4) A member or proxy is not entitled to vote at any general meeting of the Society unless all money due and payable by the member or proxy to the Society has been paid, other than the amount of the annual subscription payable in respect of the then current year.
36. Appointment of proxies. (1) Each member shall be entitled to appoint another member as proxy by notice given to the Secretary no later than 24 hours before the time of the meeting in respect of which the proxy is appointed. (2) The notice appointing the proxy shall be in the form set out in Appendix 2 to this constitution.
PART V -- MISCELLANEOUS
37. Source of funds. (1) The funds of the Society shall be derived from entrance fees and annual subscriptions of members, donations and, subject to any resolution passed by the Society in general meeting and subject to section 114 of the Act, such other sources as the committee determines. (2) All money received by the Society shall be deposited as soon as practicable and without deduction to the credit of the Society's bank account. (3) The Society shall, as soon as practicable after receiving any money, issue an appropriate receipt.
38. Management of funds. (1) Subject to any resolution passed by the Society in general meeting, the funds of the Society shall be used in pursuance of the objects of the Society in such a manner as the committee determines. (2) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by any two members of the committee or employees of the Society, being members of the committee or employees authorised to do so by the committee.
39. Alterations of objects and constitution. Neither the objects of the Society referred to in section 29 of the Act nor this constitution shall be altered except in accordance with the Act.
40. Common seal. (1) The common seal of the Society shall be kept in the custody of the Secretary. (2) The common seal shall not be affixed to any instrument except by the authority of the committee and the affixing of the common seal shall be attested by the signatures either of two members of the committee or of one member of the committee and of the Secretary.
41. Custody of books. Subject to the Act, the Regulations and this constitution, the Secretary shall keep in his or her custody or control all records, and other documents relating to the Society.
42. Inspection of books. The records, books and other documents of the Society shall be open to inspection at a place in the Territory, free of charge, by a member of the Society at any reasonable hour.
43. Service of notices. (1) For the purposes of this constitution, a notice may be served by or on behalf of the Society upon any member at the member's address shown in the register of members. (2) Where a document is sent to a person by properly addressing, prepaying and posting to the person a letter containing the document, the document shall, unless the contrary is proved, be deemed for the purposes of this constitution to have been served on the person at the time at which the letter would have been delivered in the ordinary course of post.
44. Surplus property. (1) At a general meeting of the Society, the Society shall pass a special resolution nominating: (a) another society or association for the purpose of paragraph 92(1)(a) of the Act; or (b) a fund, authority or institution for the purpose of paragraph 92(1)(b) of the Act, in which it is to vest its surplus property in the event of the dissolution or winding up of the Society. (2) A society or association nominated under clause (1)(a) must fulfil the requirements specified in subsection 92(2) of the Act.
K.D.C. 9/2/07
Appendix 1 &2 show the format of proxy and membership application forms.
These forms can however, be accessed on printer friendly individual pages.
Proxy voting form
Membership application form
I/We apply for new membership / membership renewal
individual family student/pensioner
of the Canberra Photographic Society (Incorporated) and agree to abide by the constitution and rules of the Society.
SurnameGiven Name .
Address ..
Street
.Suburb
City Postcode
Telephone Number (Work) (Home) .
Membership fee of $due.
(
___________________________________
Signature
Date
Receipt
Amount of $ received from
for membership subscriptions
........................................................................... (Signature of member appointing proxy)
........................................................................... (Date)