SMC Australia

Constitution for Solo Mums By
Choice Australia (SMC Australia)
Contents
Constitution for Solo Mums By Choice Australia (SMC Australia) .............................. 1
Contents .................................................. .................................................. ................ 2
Part 1 - Preliminary .................................................. ................................................. 3
1. Definitions....................................... .................................................. ..................... 3
Part 2 - Membership .................................................. ................................................ 4
2. Membership generally .................................................. ......................................... 4
3. Cessation of membership .................................................. ..................................... 4
4. Membership entitlements not transferable .................................................. ........... 4
5. Register of members .................................................. ............................................ 4
6. Resolution of disputes .................................................. .......................................... 4
7. Disciplining of members .................................................. ...................................... 5
8. Right of appeal of disciplined member .................................................. ................ 5
Part 3 - The committee .................................................. ............................................ 6
9. Powers of the committee .................................................. ...................................... 6
10. Composition and membership of committee .................................................. ..... 6
11. Election of committee members .................................................. ........................ 6
12. Secretary .................................................. .................................................. .......... 7
13. Treasurer .................................................. .................................................. .......... 7
14. Committee vacancies .................................................. ......................................... 7
15. Removal of committee members .................................................. ....................... 8
16. Delegation by committee to Admin Officers .................................................. ..... 8
17. Delegation by committee to sub-committee .................................................. ...... 8
Part 4 - General meetings .................................................. ....................................... 9
18. Annual general meetings - holding of .................................................. ................ 9
19. Annual general meetings - calling of and business at .......................................... 9
20. Special general meetings - calling of .................................................. ................. 9
21. Notice .................................................. .................................................. ............. 10
22. Quorum for general meetings .................................................. .......................... 10
23. Presiding member .................................................. ............................................ 10
24. Making of decisions .................................................. ......................................... 10
25. Special resolutions .................................................. ........................................... 10
26. Voting .................................................. .................................................. ............ 10
27. Proxy votes not permitted .................................................. ................................ 11
Part 5 - Miscellaneous .................................................. ........................................... 12
28. Insurance .................................................. .................................................. ........ 12
29. Funds - source .................................................. .................................................. 12
30. Funds - management .................................................. ........................................ 12
31. Change of name, objects and constitution .................................................. ....... 12
32. Custody of books etc .................................................. ........................................ 12
33. Inspection of books etc .................................................. .................................... 12
34. Financial year .................................................. .................................................. . 12
35. Dissolution .................................................. .................................................. ..... 12
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Part 1 - Preliminary
1. Definitions
(1) In this constitution:
Director-General means the Director-General of the Department of Services,
Technology and Administration, New South Wales.
ordinary committee member means a member of the committee who is not an
office-bearer of the association.
secretary means:
(a) the person holding office under this constitution as secretary of the
association, or
(b) if no such 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.
the Regulation means the Associations Incorporation Regulation 2010.
(2) 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, if the function is a duty, a
reference to the performance of the duty.
(3) The provisions of the Interpretation Act 1987 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.
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Part 2 - Membership
2. Membership generally
(1) A person is eligible to be a member of the association if the person has been
approved for membership of the association in accordance with membership
guidelines.
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) is expelled from the association.
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.
5. Register of members
(1) The public officer of the association must establish and maintain a register of
members of the association specifying the name and email address of each
person who is a member of the association together with the date on which the
person became a member.
(2) The register of members must be kept in New South Wales at the association’s
official address.
(3) The register of members must be open for inspection, free of charge, by any
member of the association at any reasonable hour.
(4) If a member requests that any information contained on the register about the
member (other than the member’s name) not be available for inspection, that
information must not be made available for inspection.
(5) A member must not use information about a person obtained from the register to
contact or send material to the person, other than for:
(a) the purposes of sending the person a newsletter, a notice in respect of a
meeting or other event relating to the association or other material relating to
the association, or
(b) any other purpose necessary to comply with a requirement of the Act or the
Regulation.
6. Resolution of disputes
(1) 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, is to be referred to the SMC Australia Committee for mediation.
(2) If a dispute is not resolved by mediation within 30 days, all members involved in
the dispute will be suspended from the community for a period of seven days.
(3) If the dispute remains unresolved for a further period of 14 days, all members
involved in the dispute will be permanently expelled from the community.
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7. Disciplining of members
(1) A complaint may be made by any person to the committee that a member of the
association has:
(a) refused or neglected to comply with a provision or provisions of this
constitution, or
(b) wilfully acted in a manner prejudicial to the interests of the association.
(2) The committee may refuse to deal with a complaint if it considers the complaint to
be trivial or vexatious in nature.
(3) If the committee decides to deal with the complaint, the committee will:
(a) consult the forum rules and impose an infraction if appropriate, in accordance
with the infraction system, and
(b) notify the member concerned within seven days of the incident of the
outcome.
(4) The committee may suspend or expel the member from the association if the
member has received enough infractions to warrant so.
(5) If the committee expels or suspends a member, the secretary must, within seven
days after the action is taken, give written notice to the member of the action
taken, of the reasons given by the committee for having taken that action and of
the member’s right of appeal under clause 8.
8. Right of appeal of disciplined member
(1) An expelled member may appeal to the association within seven days of being
notified of the decision. A notice of appeal must be lodged with the Secretary.
(2)The committee will convene a general meeting of the association to be held within
28 days after the date on which the secretary received the notice.
(3) At a general meeting of the association convened under subclause (3):
(a) no business other than the question of the appeal is to be transacted, and
(b) the committee and the member must be given the opportunity to state their
respective cases, and
(c) the members present are to vote by secret ballot on the question of whether
the resolution should be confirmed or revoked.
(4) The appeal is to be determined by a simple majority of votes cast by members of
the association. The secret ballot will be open for a period of 3 days, or 72 hours.
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Part 3 - The committee
9. Powers of the committee
Subject to the Act, the Regulation and this constitution and to 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 such functions as 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 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 association.
10. Composition and membership of committee
(1) The committee is to consist of:
(a) the office-bearers of the association,
(b) the public officer, who must reside in New South Wales and will be appointed
by the committee, and
(b) at least 2 ordinary committee members.
(2) The maximum number of committee members is to be 7.
(3) The office-bearers of the association are as follows:
(a) the president,
(b) the vice-president,
(c) the treasurer,
(d) the secretary.
(4) A committee member may hold up to 2 offices (other than both the president and
vice-president offices). Notwithstanding subclause (6), committee members
holding dual roles may only vote once in any decision-making process, whether
within the committee or at general meetings.
(5) Each member of the committee is, subject to this constitution, to hold office until
the conclusion of the annual general meeting following the date of the member’s
election, but is eligible for re-election.
(6) In the case of an equality of votes on a decision required by the committee, the
president is entitled to exercise a second or casting vote.
11. Election of committee members
(1) Nominations of candidates for election as office-bearers of the association or as
ordinary committee members:
(a) must be made via Private Message (PM), seconded by another member of
the association and accompanied by the written consent of the candidate (if
not self-nominating), and
(b) must be delivered to the Vice President of the association at least 14 days
before the date fixed for the holding of the annual general meeting at which
the election is to take place.
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(2) If insufficient nominations are received to fill all vacancies on the committee, the
candidates nominated are taken to be elected and the committee will appoint any
others required.
(3) If the number of nominations received is equal to the number of vacancies to be
filled, the persons nominated are taken to be elected.
(4) If the number of nominations received exceeds the number of vacancies to be
filled, a ballot is to be held.
(5) The ballot for the election of office-bearers and ordinary committee members of
the committee is to be conducted at the annual general meeting in such usual
and proper manner as the committee may direct.
(6) A person nominated as a candidate for election as an office-bearer or as an
ordinary committee member of the association must be a member of the
association with a minimum of 200 forum posts.
12. Secretary
(1) The secretary of the association must, as soon as practicable after being
appointed as secretary, lodge notice with the association of his or her address.
(2) It is the duty of the secretary to keep minutes of:
(a) all appointments of office-bearers and members of the committee, and
(b) the names of members of the committee present at a committee meeting or a
general meeting, and
(c) all proceedings at committee meetings and general meetings.
(3) Minutes of proceedings at a meeting must be signed by the chairperson of the
meeting or by the chairperson of the next succeeding meeting.
13. 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.
14. Committee vacancies
(1) In the event of a 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
conclusion of the annual general meeting next following the date of the
appointment.
(2) A casual vacancy in the office of a member of the committee occurs if the
member:
(a) dies, or
(b) ceases to be a member of the association, or
(c) becomes an insolvent under administration within the meaning of the
Corporations Act 2001 of the Commonwealth, or
(d) resigns office by notice in writing given to the secretary, or
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(e) is removed from office under clause 15, or
(f) becomes a mentally incapacitated person, or
(g) is absent from the forum without notice for a period of 3 or more weeks, or
(h) 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
(i) is prohibited from being a director of a company under Part 2D.6
(Disqualification from managing corporations) of the Corporations Act 2001 of
the Commonwealth.
15. Removal of committee members
(1) The association in general meeting may by resolution 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.
(2) If a member of the committee to whom a proposed resolution referred to in
subclause (1) 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.
16. Delegation by committee to Administration Officers
(1) The committee may delegate to one or more members various administration and
moderation duties as the committee thinks fit.
(2) Administration Officers are not elected and do not form part of the association’s
committee. Positions are appointed and can be renewed, changed or terminated
on an as-needs basis.
(3) From time to time the committee will consult with Administration Officers
regarding certain issues, but they do not have voting rights on the committee.
17. Delegation by committee to sub-committee
(1) The committee may delegate to one or more sub-committees (consisting of such
member or members of the association as the committee thinks fit) a particular
task or area of responsibility as the committee deems appropriate.
(2) The committee will notify all members of the creation of a sub-committee and
invite expressions of interest.
(4) Despite any delegation under this clause, the committee may continue to
exercise any function delegated.
(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.
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Part 4 - General meetings
18. Annual general meetings - holding of
(1) The association must hold its first annual general meeting within 18 months after
its registration under the Act.
(2) The association must hold its annual general meetings:
(a) within 6 months after the close of the association’s financial year, or
(b) within such later time as may be allowed by the Director-General or
prescribed by the Regulation.
19. Annual general meetings - calling of and business at
(1) The annual general meeting of the association is, subject to the Act and to clause
17, to be convened on such date and at such place and time as the committee
thinks fit.
(2) 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:
(a) to confirm the minutes of the last preceding annual general meeting and of
any special general meeting held since that meeting,
(b) to receive from the committee reports on the activities of the association
during the last preceding financial year,
(c) to elect office-bearers of the association and ordinary committee members,
(d) to receive and consider any financial statement or report required to be
submitted to members under the Act.
(3) An annual general meeting must be specified as such in the notice convening it.
20. Special general meetings - calling of
(1) The committee may, whenever it thinks fit, convene a special general meeting of
the association.
(2) The committee must, on the requisition in writing of at least 10 per cent of the
total number of members, convene a special general meeting of the association.
(3) A requisition of members for a special general meeting:
(a) must state the purpose or purposes of the meeting, and
(b) must be signed by the members making the requisition, and
(c) must be lodged with the secretary.
(4) If the committee fails to convene a special general meeting to be held within 1
month after that 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.
(5) A special general meeting convened by a member or members as referred to in
subclause (4) must be convened as nearly as is practicable in the same manner
as general meetings are convened by the committee.
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21. Notice
(1) The secretary must, at least 30 days before the date fixed for the holding of the
general meeting, give a notice to members specifying the date and time of the
meeting and the nature of the business proposed to be transacted at the meeting.
(2) 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 19 (2).
(3) 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.
22. Quorum for general meetings
(1) 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.
(2) Ten members online (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 two hours after the appointed time for the commencement of a general
meeting a quorum has not been online, the meeting:
(a) if convened on the requisition of members, is to be dissolved, and
(b) in any other case, is to stand adjourned to the same day in the following week
at the same time.
(4) If at the adjourned meeting a quorum is not online 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.
23. Presiding member
(1) The president or, in the president’s absence, the vice-president, is to preside as
chairperson at each general meeting of the association.
(2) If the president and the vice-president are absent or unwilling to act, any other
committee member may preside in their place.
24. Making of decisions
(1) A question arising at a general meeting of the association is to be resolved by
either:
(a) an online poll, or
(b) according to members’ posts.
25. Special resolutions
A special resolution may only be passed by the association in accordance with
section 39 of the Act.
26. Voting
(1) On any question arising at a general meeting of the association a member has
one vote only.
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(2) 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.
(3) Voting rights apply to all members over the age of 18 and with greater than 150
posts.
27. Proxy votes not permitted
Proxy voting must not be undertaken at or in respect of a general meeting.
Note: Schedule 1 of 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.
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Part 5 - Miscellaneous
28. Insurance
The association may effect and maintain insurance.
29. Funds - source
(1) The funds of the association are to be derived from member donations and,
subject to any resolution passed by the association in general meeting, such
other sources as the committee determines.
(2) 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.
30. Funds - management
(1) Subject to any resolution passed by the association in general meeting, the funds
of the association are to be used in pursuance of the objects of the association in
such manner as the committee determines.
31. Change of name, objects and constitution
An application to the Director-General 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.
32. Custody of books etc
The treasurer, together with the public officer, must keep in their custody or their
control all records, books and other documents relating to the association.
33. Inspection of books etc
(1) The following documents must be open to inspection, free of charge, by a
member of the association at any reasonable hour:
(a) records, books and other financial documents of the association,
(b) this constitution,
(c) minutes of all committee meetings and general meetings of the association.
34. Financial year
The financial year of the association is in accordance with the calendar year.
Note: Schedule 1 of the Act provides that an association’s constitution is to address the
association’s financial year.
35. Dissolution
(1) The association can be dissolved at an AGM or SGM. In the event of dissolution,
the amount of funds remaining, after the satisfaction of all debts and liabilities,
shall be paid by the committee in accordance with their powers to a national body
with similar purposes if that body is a non-profit organisation under Australian Tax
Office classification.
(2) In the event of a national body not being a non-profit organisation the amount
remaining shall be paid to any fund, institution or authority which is a non-profit
organisation.