Pennant Hills District Civic Trust Incorporated 1997 Constitution Amended 2011
Objectives of the Trust
The object of the Trust shall be:
to preserve and improve the quality of life enjoyed by residents of Pennant Hills and its environs
to deprecate commercial and industrial developments which are inappropriate to the character of the district
to co-operate with neighbouring Civic Trusts and other organisations with similar aims and to seek their co- operation in the preservation of historic buildings and artefacts. (It is seen as axiomatic that no area can exist in isolation. A community should not harm its neighbours nor should it become the victim of either the selfishness, the thoughtlessness, or the incompetence of others.)
to endeavour to gain acceptance of the Trust’s views by governments and by citizens of all age groups
to work actively for the retention of the natural character of the bushland in our area by:
giving advice and actual assistance to bodies concerned in its management
heightening community awareness of its values
encouraging community participation in its maintenance.
1. (1) In this Constitution:
“Trust” means The Pennant Hills District Civic Trust Incorporated;
“ordinary committee member” means a member of the committee who is not an office-bearer of the Trust, as referred to in rule 14 (2);
(a) the person holding office under these rules as secretary of the Trust; or
(b) if no such person holds that office – the public officer of
“special general meeting” means a general meeting of the Trust other than an annual general meeting;
“the Act” means the Associations Incorporation Act 2009;
“the Regulation” means the Associations Incorporation Regulation 2009, and the Associations Incorporation Regulation 2010.
(2) In this Constitution:
(a) a reference to a function includes a reference to a power, authority and duty;
(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.
PART II –
2. (1) A person, organisation or body is qualified to be a member of the Trust if, but only if:
(a) the person, organisation or body is as referred to in section 15 (1) (a), (b) or (c) of the Act and has not ceased to be a member of the Trust at any time after incorporation of the Trust under the Act; or
(b) the person, organisation or body :
(i) has applied for membership of the Trust as provided by rule 3; and
(ii) has been approved for membership of the Trust by the committee of the Trust.
(2) Honorary life membership may be conferred on any member who has given outstanding service to the Trust. Such person(s) shall be elected at a general meeting on the recommendation of the committee and approved by a majority of the members present.
(3) Honorary membership for a shorter period or periods may be approved by a majority of the committee.
APPLICATION FOR MEMBERSHIP
3. (1) An application by a person, organisation or body for membership of the Trust:
(a) must be made in writing in the form as set out in Appendix 1 to these rules; and
(b) must be lodged, together with fee and subscription payable under these rules, with the Secretary of the Trust.
(2) As soon as practicable after receiving an application for membership, it must be referred to the committee which is to determine whether to approve or to reject the application.
(3) The committee may not delegate its powers under this rule.
(4) If the committee determines to approve an application for membership, the secretary must, as soon as practicable after that determination, notify the applicant of that approval.
(5) The secretary must, on approval by the committee, enter the applicant’s name in the register of members and, on the name being so entered, the applicant becomes a member of the Trust.
(6) If the committee determines to disapprove an application for membership the secretary must, as soon as practicable after that determination, notify the applicant and arrange a refund of the fee and subscription submitted.
CESSATION OF MEMBERSHIP
4. A member ceases to be a member of the Trust if the member:
(a) dies; or
(b) in the case of an organisation or body, is dissolved or wound up; or
(c) resigns membership; or
(d) is expelled from the Trust.
MEMBERSHIP ENTITLEMENTS NOT TRANSFERABLE
5. A right, privilege or obligation which a member has by reason of being a member of the Trust:
(a) is not capable of being transferred or transmitted to another person, organisation or body; and
(b) terminates on cessation of membership.
TERMINATION OF MEMBERSHIP
6. If a member of the Trust ceases to be a member, either by resignation or lapse of membership, an appropriate entry is to be made in the register of members recording the date on which the member ceased to be a member.
REGISTER OF MEMBERS
7. (1) The public officer of the Trust must establish and maintain a register of members of the Trust specifying the name and address of each person, organisation or body who is a member of the Trust together with the date on which the person became a member.
(2) The register of members must be kept at the residence of the public officer and shall be open for inspection, free of charge, by any member of the Trust at any reasonable hour, by agreement with the public officer.
FEES AND SUBSCRIPTIONS
8. (1) A member of the Trust must, on admission to membership, pay to the Trust a fee, the amount of which shall be determined by the committee from time to time
(2) In addition to any amount payable by the member under clause (1), a member of the Trust must pay to the Trust an annual membership fee, the amount of which shall be determined by the committee from time to time:
(a) except as provided by paragraph (b), before 1 July in each calendar year; or
(b) if the member becomes a member on or after 1 July in any calendar year – on becoming a member and before
1 July in each succeeding calendar year.
(c) If the subscription of a new member is paid after 31 March it shall cover the period until 30 June the following year.
9. The liability of a member of the Trust to contribute towards the payment of the debts and liabilities of the Trust or the costs, charges and expenses of the winding up of the Trust is limited to the amount, if any, unpaid by the member in respect of membership of the Trust as required by rule 8.
RESOLUTION OF INTERNAL DISPUTES
10. (1) Disputes between members (in their capacity as members) of the Trust, and disputes between members and the Trust, are to be referred to a community justice centre for mediation in accordance with the Community Justice Centres Act 1983.
(2) If a dispute is not resolved by mediation within three months of the referral to a community justice centre, the dispute is to be referred to arbitration.
DISCIPLINING OF MEMBERS
11. (1) A complaint may be made by any member of the Trust that some other member of the Trust:
(a) has persistently refused or neglected to comply with a provision or provisions of these rules; or
(b) has persistently and wilfully acted in a manner prejudicial to the interests of the Trust.
(2) On receiving such a complaint, the committee:
(a) must cause notice of the complaint to be served on the member concerned;
(b) must give the member at least 14 days from the time the notice is served within which to make submissions to the committee in connection with the complaint; and
(c) must take into consideration any submissions made by the member in connection with the complaint.
(3) The committee may, by resolution, expel the member from the Trust or suspend the member from membership of the Trust if after considering the complaint and any submissions made in connection with the complaint, it is satisfied that the facts alleged in the complaint have been proved.
(4) If the committee expels or suspends a member, the secretary must, within 7 days after the action is taken, cause written notice to be given 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 rule 12.
(5) The expulsion or suspension does not take effect:
(a) until the expiration of the period within which the member is entitled to appeal against the resolution concerned: or
(b) if within that period the member exercises the right of appeal, unless and until the Trust confirms the resolution under rule 12 (4), whichever is the later.
RIGHT OF APPEAL OF DISCIPLINED MEMBER
12. (1) A member may appeal to the Trust in general meeting against a resolution of the committee under rule 11, within 7 days after notice of the resolution is served on the member, by lodging with the secretary a notice to that effect.
(2) The notice may, but need not, be accompanied by a statement of the grounds on which the member intends to rely for the purposes of the appeal.
(3) On receipt of a notice from a member under clause (1), the secretary must notify’ the committee which is to convene a general meeting of the Trust to be held within 28 days after the date on which the secretary received the notice.
(4) At a general meeting of the Trust convened under clause (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 orally or in writing, or both; and
(c) the members present are to vote by secret ballot on the question of whether the resolution should be confirmed or revoked.
(5) If at the general meeting the Trust passes a special resolution in favour of the confirmation of the resolution, the resolution is confirmed.
PART III – THE COMMITTEE
POWERS OF THE COMMITTEE
13. The committee is to be called the committee of management of the Trust and, subject to the Act, the Regulation and these rules and to any resolution passed by the Trust in general meeting:
(a) is to control and manage the affairs of the Trust; and
(b) may exercise all such functions as may be exercised by the Trust, other than those functions that are required by these rules to be exercised by a general meeting of members of the Trust; 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 Trust; and
(d) may appoint a patron or patrons
CONSTITUTION AND MEMBERSHIP
14. (1) Subject in the case of the first members of the committee to section 21 of the Act, the committee is to consist of
(a) the office-bearers of the Trust; and
(b) 7 ordinary members, each of whom is to be elected at the annual general meeting of the Trust under rule 15.
(2) The office-bearers of the Trust are to be:
(a) the president;
(b) two vice-presidents;
(c) the treasurer; and
(d) the secretary.
(3) Each member of the committee is, subject to these rules, 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.
(4) No president shall be eligible to hold office for more than three consecutive years.
(5) In the event of a casual vacancy occurring in the membership of the committee, the committee may appoint a member of the Trust to fill the vacancy and the member so appointed is to hold office, subject to these rules, until the conclusion of the annual general meeting next following the date of the appointment.
(6) Committee members and office bearers must :
(a) Disclose any potential conflict of interest,
(b) Not use their position or information for any dishonest purpose,
(c) Hand over any documents of the Trust within 14 days after ceasing to hold office.
ELECTION OF MEMBERS
15.(1) Nominations of candidates for election as office-bearers of the Trust or as ordinary members of the committee:
(a) must be made in writing, signed by 2 members of the Trust and accompanied by the written consent of the candidate (which may be endorsed on the form of the nomination); and
(b) must be delivered to the secretary of the Trust.
(2) If there is only one nomination for any position the candidate is taken to be elected.
(3) If there is more than one nomination for any position a ballot is to be held.
(4) A candidate who is unsuccessful in being elected to a position via the ballot may seek nomination for any remaining vacant position(s) in the form prescribed in clause 15(1).
(5) If insufficient further nominations are received, any vacant positions remaining on the committee are then to be casual vacancies
(6) 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.
16. (1) The secretary of the Trust must, as soon as practicable after being appointed as secretary, lodge notice with the Trust 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;
(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.
17. It is the duty of the treasurer of the Trust to ensure:
(a) that all money due to the Trust is collected and received and that all payments authorised by the Trust are made; and
(b) that correct books and accounts are kept showing the financial affairs of the Trust, including full details of all receipts and expenditure connected with the activities of the Trust.
18. For the purpose of these rules, 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 Trust; or
(c) becomes an insolvent under administration within the meaning of the Corporations Law; or
(d) resigns office by notice in writing given to the secretary; or
(e) is removed from office under rule 19; or
(f) becomes a mentally incapacitated person; or
(g) is absent without the consent of the committee from all meetings of the committee held during a period of 6 months.
REMOVAL OF MEMBER
19. (l) The Trust 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 clause (1) 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 Trust, the secretary or the president may send a copy of the representations to each member of the Trust 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.
MEETINGS AND QUORUM
20. (1) The committee must meet at least 6 times in each period of 12 months at such place and time as the committee may determine.
(2) Additional meetings of the committee may be convened by the president or by any member of the committee.
(3) 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 such other period as may be unanimously agreed on by the members of the committee) before the time appointed for the holding of the meeting.
(4) Notice of a meeting given under clause (3) 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 majority of the committee members present at the meeting agree to treat as urgent business.
(5) Any 5 members of the committee constitute a quorum for the transaction of the business of a meeting of the committee.
(6) 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 a time and place determined by the committee.
(7) 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.
(8) At a meeting of the committee:
(a) the president or, in the president’s absence, a vice-president is to preside; or
(b) if the president and both the vice-presidents are absent or unwilling to act, such one of the remaining members of the committee as may be chosen by the members present at the meeting is to preside.
DELEGATION BY COMMITTEE TO SUB-COMMITTEE
21. (1) The committee may, by instrument in writing, delegate to one or more sub-committees (consisting of such member or members of the Trust 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 duty imposed on the committee by the Act or by any other law.
(2) A function the exercise of which has been delegated to a sub-committee under this rule 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 section 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) Despite any delegation under this rule, 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 rule 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 rule.
(7) In any event, all delegations shall expire with the term of the committee.
(8) A sub-committee may meet and adjourn as it thinks proper.
VOTING AND DECISIONS
22. (1) Questions arising at a meeting of the committee or of any subcommittee appointed by the committee are to be determined by a majority of the votes of members of the committee or subcommittee present at the meeting.
(2) Each member present at a meeting of the committee or of any subcommittee 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 rule 20 (5), the committee may act despite any vacancy on the committee.
(4) Any act or thing done or suffered, or purporting to have been done or suffered, by the committee or by a subcommittee 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 subcommittee.
PART IV – GENERAL MEETINGS
ANNUAL GENERAL MEETINGS – HOLDING OF
23. (a) The Trust must once in each calendar year and within the period of 6 months after the expiration of each financial year of the Trust, convene an Annual General Meeting of its members, or
(b) within such later time as may be allowed by the Director General or prescribed by the Regulation.
ANNUAL GENERAL MEETING -CALLING OF AND BUSINESS AT
24. (1) The annual general meeting of the Trust is, subject to the Act and to rule 23, 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 the previous special general meeting held since that meeting;
(b) to receive from the committee reports on the activities of the Trust during the last preceding financial year;
(c) to elect office-bearers of the Trust and ordinary members of the committee;
(d) to receive and consider the statement which is required to be submitted to members under section 26 (6) of the Act.
(3) An annual general meeting must be specified as such in the notice convening it.
SPECIAL GENERAL MEETINGS – CALLING OF
25. (1) The committee may, whenever it thinks fit, convene a special general meeting of the Trust.
(2) The committee must, on the requisition in writing of at least 5 per cent of the total number of members, convene a special general meeting of the Trust.
(3) A requisition of members for a special general meeting:
(a) must state the purpose or purposes of the meeting;
(b) must be signed by the members making the requisition; and
(c) must 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 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 clause (4) must be convened as nearly as is practicable in the same manner as general meetings are convened by the committee and any member who consequently incurs expense is entitled to be reimbursed by the Trust for any reasonable expense so incurred.
26. (1) Except if the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the Trust, the secretary must, at least 14 days before the date fixed for the holding of the general meeting, cause to be delivered personally or to be sent by pre-paid post to each member at the member’s address appearing in the register of members, a notice specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting.
(2) If the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the Trust, the secretary must, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be sent to each member in the manner provided in clause (1) specifying, in addition to the matter required under clause (1) the intention to propose the resolution as a special resolution.
(3) 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 rule 24 (2).
(4) 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.
27. (1) No item of business is to be transacted at a general meeting unless a quorum of members entitled under these rules to vote is present during the time the meeting is considering that item.
(2) Twelve members present in person (being members entitled under these rules 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:
(a) if convened on the requisition of members, is to be dissolved; and
(b) in any other case, is to stand adjourned to a time and place determined by the committee.
(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 at least 5) is to constitute a quorum.
28. (1) The president or, in the president’s absence, a vice-president, is to preside as chairperson at each general meeting of the Trust.
(2) If the president and the two vice-presidents are absent or unwilling to act, the members present must elect one of their number to preside as chairperson at the meeting.
29. (1) 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.
(2) 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 Trust stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.
(3) Except as provided in clauses (1) and (2), 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.
MAKING OF DECISIONS
30. (1) A question arising at a general meeting of the Trust is to be determined on a show of hands and, unless before or on the declaration of the show of hands a poll is demanded, 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 minutes of the Trust 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 Trust, a poll may be demanded by the chairperson or by at least 3 members present in person at the meeting.
(3) If a poll is demanded at a general meeting, the poll must be taken:
(a) immediately in the case of a poll which relates to the election of the chairperson of 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 chairperson directs, and the resolution of the poll on the matter is taken to be the resolution of the meeting on that matter.
31. A resolution of the Trust is a special resolution:
(a) if it is passed by a majority which comprises at least three quarters of such members of the Trust as, being entitled under these rules so to do, vote in person at a general meeting of which at least 21 days written notice specifying the intention to propose the resolution as a special resolution was given in accordance with these rules; or
(b) where it is made to appear to the Commissioner that it is not practicable for the resolution to be passed in the manner specified in paragraph (a), if the resolution is passed in a manner specified by the Commissioner.
32. (1) On any question arising at a general meeting of the Trust a member has one vote only.
(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.
PART V – MISCELLANEOUS
33. The Trust may effect and maintain insurance.
34. (1) The funds of the Trust are to be derived from entrance fees and annual subscriptions of members, donations and, subject to any resolution passed by the Trust in general meeting, such other sources as the committee determines.
(2) All money received by the Trust must be deposited as soon as practicable and without deduction to the credit of the Trust’s bank account.
(3) The Trust must, as soon as practicable after receiving any cash payment, issue an appropriate receipt.
35. (1) Subject to any resolution passed by the Trust in general meeting, the funds of the Trust are to be used in pursuance of the objects of the Trust in such manner as the committee determines.
(2) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by any two office bearers of the committee.
(3) The financial accounts may be audited annually and the auditor’s report presented at the following general meeting.
ALTERATION OF OBJECTS AND RULES
36. The statement of objectives and these rules may be altered, rescinded or added to only by a special resolution of the Trust.
CUSTODY OF BOOKS
37. Except as otherwise provided by these rules, the public officer must keep under his or her control all records, books and other documents relating to the Trust.
INSPECTION OF BOOKS
38. The records, books and other documents of the Trust must be open to inspection, by appointment, free of charge, for a member of the Trust at any reasonable hour. A nominal fee may be charged for document copies.
SERVICE OF NOTICES
39. (1) For the purpose of this constitution, a notice may be served member by sending it to the member at the member’s address shown in the register of members, or by post.
(2) If a document is sent to a person by post, the document is, unless the contrary is proved, taken for the purposes of these rules to have been served on the person at the time at which the letter would have been delivered in the ordinary course of post.
40. In the event of a winding up or dissolution of the Trust, any residual funds will be transferred to a charitable or public body, or a number of these, such as may have aims similar to the Trust, as determined by three quarters of such members as being entitled under these rules so to do, vote in person at a general meeting.