.gif)
Constitution
of Camden Valley Country Music Club Incorporated
A club established and incorporated under the
Australian Incorporation Act 1984.
- NAME
- AIM AND SCOPE
- DECLARATION
- DEFINITIONS
- MEMBERSHIP
- COMMITTEE
- PUBLIC OFFICER
- AUDITING OF THE CLUB’S ACCOUNTS
- MEETINGS
- CHANGES TO THE CONSTITUTION AND RULES
- INTERPRETATION OF THE CONSTITUTION AND RULES
- THE COMMON SEAL
- DISSOLUTION OF THE CLUB
- MEMBER’S LIABILITY
The name is the “Camden Valley Country Music Club Incorporated” and referred to in this document as “the club”.
The club will also be known as the “Camden Valley Country Music Club” and abbreviated to CVCMC.
The club will:
• Aim to promote fellowship and companionship among members, their families and guests
• Aim to encourage new talent among members
• Promote country music in the community, especially within the Camden district
The club is not affiliated with any political party and is non-sectarian.
The club is a non-profit or not-for-profit organisation.
The club does not pay members for performances at weekly meetings, events and functions. Members who perform or offer to perform a service for the club do so voluntarily (i.e. out of his or her own free will and without payment).
The club does not charge other organisations for performances unless payment is offered. The club will accept donations and grants from other organisations to help with the running of the club. The committee will decide on an acceptable payment if the club is offered to be paid.
Club equipment must not be used for anything other than club activities.
The club’s financial year will be from 1 July to 30 June.
Executive Committee: also known as office bearers
A financial member is a person that has paid an annual subscription for the current financial year.
A non-financial member is a registered person under 16 years of age.
The club does not have honorary or life membership.
5.1 Application
To become a member of the club, an application for membership form must be completed and submitted to a committee member (usually the secretary) and accompanied by the annual membership fee. The committee member receiving the application must witness the applicant’s identification that shows their date of birth and current address. A maximum of two adults and their dependant children may be named on the application form. Juniors and sub-juniors not listed on a family application must complete their own separate application form.
Temporary membership is granted until the committee reviews the application at the next schedule committee meeting. Temporary members are not entitled to vote.
The committee will decide at the next schedule committee meeting whether to accept or reject the application. The applicants will be notified in writing within fourteen days of the committee meeting whether their application has been accepted or not. If the application is rejected, all fees paid with the application will be reimbursed. A member may receive a discount for the next financial year if they join the club within 3 months of the current financial year.
5.2 Fees
An annual membership fee must be paid by each member joining or rejoining the club.
All fees will be determined by the committee.
The committee will notify all members at least one month prior to any changes in fees.
Payment of the annual membership fee can be made via the following options.
• Family: consists of two adults and their dependent children less than 16 years old.
• Single: consists of one person 18 years old or more.
• Junior: consists of one person between the ages of 16 and 18 years.
• Sub Junior: consists of one person less than 16 years old.
• Senior: consists of one person in possession of a seniors card
Members will be charged an attendance fee for club meetings to cover the cost of running the club. The club may also request a fee from members that attend a club event. Members will be notified of this fee prior to the event.
5.3 Juniors and Sub Juniors
Juniors and sub juniors are not entitled to vote. If a parent or guardian of a sub junior does not join the club, the sub junior must complete their own application form.
5.4 Club Register
The Public Officer must establish and maintain a register of the names and contact details (postal and residential addresses and phone numbers etc) of all members. A copy of the register will be held by the secretary. The register will not be made available to members other than those on the committee. A list of the names only of members on the register may be made available to members on request. The privacy of members will be respected at all times.
5.5 Members’ Rights
Financial members over the age of eighteen have the following rights:
• To attend and vote at annual general meetings and general meetings
• To attend (refer to clause 9.1), but not vote at committee meetings
• To stand as a candidate for any office within the club, provided that:
• They are eighteen years old or more
• To stand for the positions of President, Vice President, Secretary and Treasurer they must have been a member of the club for the last two financial years once the club is more than five years old
• To stand for other committee positions of they must have been a member of the club for the last financial year
• To receive any publication issued by the club
• To receive minutes of annual general meetings on request
• To act in any capacity as delegated by the committee at any function or event
Financial members between the age of sixteen and eighteen have the following rights:
• To attend but not vote at annual general meetings and general meetings
• To act in any capacity as delegated by the committee at any function or event
Members’ rights are not transferable to another person. Non members’ do not have any rights.
5.6 Members’ Conduct
Members’ must abide by the rules of the club at all times when attending or representing the club at any function, event and weekly meeting. If a member breaches any rule or regulation or is alleged to be guilty of conduct prejudicial to the club or to any other member, the committee will request in writing for the alleged offending member to appear before the committee. Details of the allegation will be given to the member in writing prior to the meeting to allow the member to respond. The allegations will be dismissed if the allegations cannot be proven. If the allegations are confirmed the committee may decide to:
• Suspend or cancel the member’s membership
• Ban the member from any club function, event and weekly meeting
If a member’s membership is suspended or cancelled the member has the right of appeal to the committee. The appeal must be submitted in writing to the club’s secretary within fourteen days of the membership being suspended or cancelled. The committee must call a general meeting in accordance with section 9 of this constitution, where the alleged breach of conduct and the appeal can be resolved.
Internal Disputes
Disputes between members (in their capacity as members) of the club, and disputes between members and the club, are to be referred to the committee in writing. The committee will investigate any issues put forward and act as a mediator between the parties if necessary. The committee will decide what action to take that is necessary and will be in the best interests of the club and its members. The committee’s decision on these matters will be final.
5.7 Termination of membership
A member will cease to be a member if:
• The member resigns in writing
• The member has not paid the annual subscription for the club's current financial year
• The membership is cancelled by the committee due to a breach of conduct
• The member dies
6.1 Powers of the Committee
The club’s committee is called the Management Committee and, subject to the Act, the Regulation and this constitution:
• Is to control and manage the affairs of the club
• Has the authority to perform all such acts and do all such things that it believes is required and necessary for the proper management of the affairs of the club, including the making of rules and guidelines
• Will abide by all decisions made at annual general meetings, general meetings and committee meetings
6.2 Management Committee
The term of office shall be one year.
The club’s management committee will consist of:
• President
• Vice-president
• Secretary
• Treasurer
• A maximum of three other financial members
The President, Vice-President, Secretary and Treasurer will form the Executive Committee
All members of the committee will hold office, subject to this constitution, until the conclusion of the following annual general meeting (refer section 6.3)
The committee may appoint people or sub-committees to assist with its duties. Any such person or sub-committee must act within the scope specified by the committee. Any such person or sub-committee will not have the authority to make any public statements on behalf of the club without the authority of the committee. A management committee member must attend and participate in all meetings of a sub committee.
6.3 Election of the Committee
All financial members over the age of 18 shall be eligible for nomination for a position on the committee. All financial members over the age of 18 shall be eligible to vote (one vote per person). All members of the committee will be elected at the annual general meeting Committee members may re-nominate if they wish to retain their membership of the committee. Members may nominate themselves, however one other member must second the nomination. If there is more than one nomination per position then elections will be held. The method of election shall be by show of hands unless a member specifically requests a ballot. If a ballot has been requested, the request will be put to the members prior to the election and the election will be held by ballot. In the event of no new nominations being received, the previous members of the committee who have renominated will be deemed to be elected. In the event of no new nominations being received and the previous members of the committee do not wish to stay on the committee; the club may no longer be able to continue (refer section 13).
6.4 Casual Vacancy of the Committee
A casual vacancy on the committee will occur if a committee member:
• Submits their resignation in writing to the committee
• Fails to attend three consecutive committee meetings of which due notice has been given unless leave of absence has been granted by the committee
• Is removed from office by a general meeting
• Dies
The committee may appoint a financial member to fill a casual vacancy. The committee must observe the minimum membership requirement set out in section 5.5 of this constitution.
6.5 Executive Committee Responsibilities and Duties
President
The duties of the president shall include:
• To represent the club as and when required
• To ensure the constitution is not breached
• To chair each meeting in a responsible and unbiased manner
• To ensure that discussion is proceeding towards a decision
• To ensure that decisions made by the committee are carried out
• To assist in compilation of the agenda
Vice President
The duties of the vice president shall include:
• The same duties as the president but only in the president’s absence or incapacity
• Assist the president as required
Secretary
The duties of the secretary shall include:
• Prepare meeting agendas
• To record meeting minutes (committee meetings, annual general meetings and general meetings)
• To deal with correspondence
• To assist in the election of committee
• To ensure the circulation of meeting minutes
• Prepare and circulate notice of meetings
• Keep a record of the appointment of committee members
• Keep a record of the names of members of the committee present at committee meetings, annual general meetings and general meetings
A copy of the minutes of all meetings must be signed by the chairperson who presided at that meeting and the secretary or the person who acted as secretary. The signed copy of the minutes of all meetings is to be kept by the Secretary.
Treasurer
The duties of the Treasurer shall include:
• Ensure all money due to the club is collected, receipted and deposited in the club’s bank account without any deductions as soon as possible
• Ensure that as soon as practicable after receiving any money, an appropriate receipt is issued
• Ensure that all payments authorised by the committee are made
• Ensure that correct books and accounts are kept showing the financial affairs of the club, including full details of all receipts and expenditure connected with the activities of the club
6.6 Removal of a Committee member
A committee member may be removed from the committee if:
• A member has requested a general meeting to discuss the committee member's removal
• The member and committee member are given the opportunity to address the general meeting
• At least sixty percent of the club's members vote in favour of the committee member's removal at the general meeting
6.7 Custody of Records, Books and Other Documents
Except as otherwise provided by this constitution:
• The Treasurer must keep in his or her custody or under his or her control all records, books and other documents relating to the financial management of the club
• The Secretary must keep in his or her custody or under his or her control all records, books and other documents not related to the financial management of the club
Inspection
The records, books and other documents, except for the club register (refer section 5.4), of the club may be open to inspection, free of charge, by a member of the club at any reasonable hour as determined by the committee.
The club is required to have a public officer who:
• Has attained the age of 18 years
• Is a resident of New South Wales
The public officer is the official contact point for the club.
The public officer will be a committee member.
The public officer's address may be used as an official address for the service of documents on the club.
The position of public officer must not remain vacant for more than fourteen days.
7.1 Appointment of the Public Officer
Within fourteen days of the position of public officer being vacated, the committee must notify the Registry of Co-operatives & Associations of the vacancy and appoint a new public officer. The committee will appoint a committee member as the public officer.
7.2 Removal of the Public Officer
The public officer shall be deemed to have vacated the office if the public officer:
• Dies
• Resigns
• Is removed from office by way of a resolution passed at a general meeting
• Becomes bankrupt
• Becomes mentally ill
• Ceases to be a resident of New South Wales Upon vacating the position, the public officer should pass on all information held on behalf of the club to their successor.
7.3 Obligations of the public officer
A public officer has the following obligations:
• The public officer shall notify the Office of Fair Trading by the prescribed form in the following circumstances:
• Their appointment as public officer (within fourteen days)
• A change in residential address (within fourteen days)
• A change in the club’s constitution (within thirty days)
• The Public Officer must lodge by the prescribed form including any prescribed fee to the Office of Fair Trading for the following:
• An annual statement within one month after the date of each annual general meeting of the club. The statement is a summary of the year's financial transactions.
• The alteration of the club’s constitution after passing by resolution.
• The public officer has an obligation to bring all documents addressed to the club to the attention of the committee as soon as practicable. This obligation continues for a period of 12 months after a person has ceased to be the public officer.
• The public officer must apply to the Commissioner for approval of a change of name within one month after passing a special resolution to change the club's name.
• The public officer is to keep at their residential address, the register of members of the club. Where the club ceases to exist, the last public officer must keep the register for a period of at least two years after the date on which the club ceased to exist.
The committee must appoint an auditor to examine all of the club’s accounts, receipts and payments and provide a report at the annual general meeting. The club’s financial records will be made available for inspection by any financial member. Any inspection will be conducted under supervision of the club’s treasurer and one other member of the executive committee. Any request to inspect the financial records must be made to the club’s treasurer at least seven days prior to the inspection.
9.1 Committee Meetings
The interval between committee meetings shall usually be one month but shall not exceed two months. The president, or in the president’s absence the vice-president is to preside as chairperson at each meeting of the club. However, if the president and vice-president are absent the committee members present may, prior to the start of a meeting, appoint another committee member to preside. A quorum for a meeting will be at least three. If a quorum is not present within half an hour of the nominated meeting start time, the meeting is to be adjourned to another date in the same calendar month. Only committee members can vote at committee meetings. The committee may at its discretion hold all or part of the meeting in a closed session. Meetings will be held at a suitable venue as agreed by the committee. Copies of minutes shall be distributed to each committee member. The notice of meeting shall be prepared and circulated by the Secretaryif a date and time was set at the previous meeting, the actual date and time may be varied to suit committee needs. A minimum of two (2) working days notice is to be given for changes to meeting dates. The chairperson may notify that a meeting is to be held at some other time. The Secretary shall see that the appropriate notification is distributed. At the written request of two committee members, the chairperson shall convene a meeting. The request must stipulate the purpose of the meeting.
Non-Committee Members’ Attendances to Committee Meetings
Persons other than committee members will be allowed to attend meetings subject to:
• Prior agreement by the committee at the previous meeting.
• Agreement at or between meetings by the president and/or vice-president.
Such persons may have special knowledge, advice or information to benefit members or come as an observer. Permission to attend the meeting can be withdrawn at any time by the president.
9.2 General Meetings Annual General Meetings
The club must, at least once in each calendar year and within the period of 6 months after the expiration of each financial year of the club, convene an annual general meeting of its members. The annual general meeting of the club is to be convened at a place, date and time as the committee determines.
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:
• To confirm the minutes of the last preceding annual general meeting and of any general meetings held since that meeting
• To receive from the committee reports on the activities of the club during the last preceding financial year
• To receive and consider the financial statement
• To elect the executive committee and ordinary members of the committee The notice for convening an annual general meeting must be provided to members in writing.
9.3 Agenda
All agenda items are to be submitted to the chairperson or the secretary seven days before the meeting. Members submitting items must ensure the content is given in sufficient detail so as to assist all committee members in understanding the issue raised. Additional supportive information would assist the committee in resolving any issues. If a committee member wishes to raise an item that is not on the agenda it is at the committee’s discretion to determine an appropriate course of action. That action may include deferring to next meeting, or including it in the meeting’s business without notice.
9.4 Notice of Meetings
The secretary must give a notice to each member in writing specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting:
• At least 14 days before meeting if the nature of the business proposed to be dealt with at a general meeting does not require a special resolution
• At least 21 days before meeting if the nature of the business proposed to be dealt with at a general meeting does require a special resolution No business other than that specified in the notice convening a general meeting is to be transacted at the meeting. A member desiring to bring any business before a general meeting must give notice in writing of that business to the secretary before the notice is sent to members.
9.5 Decision Making Procedures
Decisions relating to procedural matters concerning the operation of the committee will be made by unanimous agreement of the committee. When each item is discussed, the chairperson, as far as practicable, must ensure the topic is adhered to and no side discussions and other issues are entered into. Any committee member has the right to have their disagreement with a decision recorded in the meeting minutes.
9.6 Voting
Each financial member eighteen years old or more is entitled to one vote at any annual general meeting or general meeting. Only members that attend the meeting are entitled to vote. Proxy votes will not be accepted. Voting will be by a show of hands unless a member requests a secret ballot. The president has the casting vote if any vote is tied, except if the vote is for the election of the position of president at an annual general meeting. Each member present at a meeting (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. Special resolution A special resolution must be passed by a two thirds majority of the members who are present at the meeting and are entitled to vote.
9.7 Adjournment of meetings
The chairperson of a meeting may adjourn that meeting if:
• Reasonable time for the meeting has elapsed
• The chairperson believes that it is in the best interests of the club
• The majority of committee members at that meeting agree to the adjournment The meeting is to stand adjourned to a date, time and place agreed at that meeting or if no agreement can be reached, the same time and place on the same day the following week.
10.1 Constitution
Changes to this constitution will only be made by resolution at a general meeting. The procedure for making any changes to the constitution shall be as follows:
• The proposed change is to be tabled at an ordinary meeting of the committee
• The proposed change is to be circulated to all members of the committee to enable a full understanding and need for the change
• The proposed change is accepted by a three quarters majority of the full committee, at the next regular meeting or special meeting convened for that purpose
• A notice of intention to alter the constitution must be made in writing to all members at least six weeks before the meeting. The notice must include the proposed changes.
• Any resolution must be passed by a two thirds majority of the members who are present at the meeting and are entitled to vote. All changes to the constitution must pay due regard to the requirements of law in the state of New South Wales
10.2 Rules for Weekly Meetings, Events and Functions
In addition to this constitution the club will maintain a set of rules that will determine the running of club weekly meetings and functions and events organised by the club. These rules may be changed, amended and updated at any time by unanimous agreement of the committee. These rules are documented in Addendum A.
The decision of the committee on the structure and interpretation of the club’s constitution and any rules made under it will be conclusive and binding, unless and until the structure or interpretation is overturned by resolution at an annual general meeting or general meeting.
11.1 Circumstances Not Provided For
Any circumstances that arise that are not covered by this constitution, the committee will ascertain the necessary procedures to be taken that are in the best interests of the club. These procedures must be documented at an ordinary meeting of the committee.
These procedures will stay in effect unless:
• New procedures are determined by the committee
• New procedures are determined by resolution at an annual general meeting or general meeting
Consideration must be given by the committee to include any new procedures in the club’s constitution or rules for weekly meetings, events and functions. If necessary the Model Rules for Incorporated Associations provided by the Office of Fair Trading in New South Wales will be enforced until the committee meets.
The common seal must be kept with the public officer and used only with the authority of the executive committee. Two signatures from members of the executive committee are required as witnesses to the stamping of the common seal.
The club will be dissolved if either of the following occurs:
• A resolution is passed by a four fifths majority at a general meeting
• The executive committee cannot be established Any proposal for the dissolution of the club must be submitted in writing to the committee.
If the committee determines there is justification that the club be dissolved then the committee will then notify all members in writing of the intent to dissolve the club at a general meeting. The notification will be at least four weeks prior to the meeting. If the club is dissolved the club’s property will be sold and all proceeds along with the entire club’s finances will be donated to one or more recognised charities as determined at a general meeting.
The liability of members to contribute towards the payment of the debts and liabilities of the club or the costs, charges and expenses of the winding up of the club shall be limited to the amount, if any, of the membership fee not paid, for the current financial year.
Adopted by Resolution of Camden Valley Country Music Club on 2 May 2007 (Issue 1).