1.
NAME
The name
of the Society shall be the Australian Native
Plants, Canberra Region Incorporated, hereinafter
referred to as ‘the Society’.
2.
OBJECTS AND PURPOSES
The objects
and purposes of the Society shall be:
| 2.1. |
To
provide a forum for the discussion and exchange
of ideas on the horticulture of Australian
native plants including their cultivated
varieties. |
| 2.2. |
To
improve Australian native plants as garden
subjects. |
| 2.3. |
To
promote the conservation of Australian plants
and their habitats. |
| 2.4. |
To
observe and support laws for the preservation
of Australian native plants. |
| 2.5. |
To
interest nurserymen in propagating and supplying
Australian native plants to the general
public. |
| 2.6. |
To
record faithfully all information received
by the Society on the horticulture of Australian
native plants and to publish such information
from time to time. |
| 2.7. |
To
promote the study of Australian native plants
by sponsoring or engaging in scientific
research. |
| 2.8. |
To
purchase, acquire, receive, sell, transfer,
demise and otherwise deal with any real
or personal property in pursuit of the objects
of the Society. |
| 2.9. |
To
be and remain a Member Society of the Association
of Societies for Growing Australian Plants
Incorporated. |
|
2.10. |
To
do such things as are necessary and incidental
to attain the objects of the Society. |
3.
MEMBERSHIP
| 3.1. |
Subject
to this Constitution, the membership of
the Society shall comprise the members of
the Society together with such other people
as the Regional Council admits to membership. |
| 3.2. |
The classes of
membership of the Society shall be:-
3.2.1. Ordinary
Member
3.2.2. Honorary Life Member
|
| 3.3. |
Membership
is open to all individuals who accept the
objects and rules of the Society PROVIDED
THAT any member who has not attained the
age of sixteen (16) years shall not be entitled
to vote at any meeting of the Society. |
| 3.4. |
Individuals
wishing to become members of the Society
shall make application to the Regional Council. |
| 3.5. |
The
Regional Council shall determine whether
or not to accept an application for membership
and is not required to supply reasons for
accepting or rejecting an application. |
| 3.6. |
A member who has
rendered outstanding and meritorious service
in furthering any or all of the objects
of the Society may be awarded Life membership.
Nominations for Life Membership shall
be in writing signed by two financial
members and forwarded to reach the Secretary
of the Regional Council not later than
30 June in any year. Each nomination shall
be supported by a Citation of the service
rendered to the Society by the nominee.
3.6.1. The
Regional Council may by October in the
year of nomination
3.6.2. make no award;
or by a two-thirds majority vote:
3.6.2.1. elect one Life Member; or
3.6.2.2. in special circumstances, where
a member and their spouse or partner has
been
separately nominated and each has rendered
outstanding service meriting
Life Membership, either one Joint Life
membership or Life Membership
to each may be awarded.
3.6.3 Voting shall
be by secret ballot.
|
| 3.7. |
Life
Membership awards shall be presented at
the annual general meeting in the year of
nomination or at a special meeting called
for the purpose as soon as convenient after
the Regional Council has made its decision. |
| 3.8. |
All
members, except for Honorary Life members,
shall be liable to pay the annual subscription
as determined by the Regional Council. Subscriptions
shall fall due on the first day of November
in each year. |
| 3.9. |
A
register of members shall be kept by the
Society showing the name, address and date
of commencement of membership for each member.
Provision for noting the date of cessation
of membership shall also be contained in
the register. |
|
3.10. |
Except
for Honorary Life members, membership shall
cease upon resignation, expulsion or failure
to pay outstanding subscriptions within
two months of the due date PROVIDED THAT
a member whose subscription has not been
paid by the thirtieth day of November shall
be reminded of the fact. |
4.
MANAGEMENT - BY REGIONAL COUNCIL
| 4.1. |
The
Society shall have its affairs controlled
and managed by a Regional Council, hereinafter
referred to as ‘the Council’ comprising
the office bearers and up to six (6) other
members. All Council members shall be members
of the Society and act in an honorary capacity. |
| 4.2. |
The
office bearers shall consist of a President,
Vice President, Secretary, Treasurer and
Assistant Secretary/Treasurer. |
| 4.3. |
The
office bearers and the other members of
the Council shall be elected at each Annual
General Meeting. Where insufficient nominations
are received, any vacancies remaining on
the Council shall be deemed to be casual
vacancies. Any casual vacancy occurring
in the Council may be filled by a member
appointed by Council. |
| 4.4. |
Each
member of the Council shall hold office
from the date of their election or appointment
until the conclusion of the next Annual
General Meeting. |
| 4.5. |
Retiring
Council members are eligible for re-election
PROVIDED THAT no individual may be a member
of the Council for longer than five (5)
consecutive years nor occupy a particular
office for longer than two (2) consecutive
years. |
| 4.6. |
Notwithstanding
the provisions of Clauses 4.1 to 4.5 inclusive,
the immediate past President shall be, ex-officio,
a member of the Council. |
| 4.7. |
The
Council shall meet as often as necessary
to conduct the business of the Society and
not less than on six (6) occasions in the
twelve (12) months period following any
Annual General Meeting. |
| 4.8. |
Notice
of a Council meeting shall be given at the
previous Council meeting or by such other
means as the Council may decide. |
| 4.9. |
A
member of the Council shall cease to hold
office upon resignation in writing, removal
as a member of the Society or absence from
three (3) successive Council meetings without
providing reasonable justification for those
absences to the satisfaction of the Council. |
|
4.10. |
The
quorum for meetings of the Council shall
be six (6) Council members elected at the
previous Annual general meeting or appointed
under the provisions relating to casual
vacancies. |
| 4.11. |
The
Council may function validly provided its
number is not reduced below the quorum.
No business shall be transacted unless a
quorum is present. If, within half an hour
of the time appointed for the meeting, a
quorum is not present the meeting shall
be dissolved. |
| 4.12. |
Questions
arising at any meeting of the Council shall
be decided by the majority of votes of those
present and eligible to vote. In the case
of an equality of votes the person chairing
the meeting shall have a second or casting
vote. |
| 4.13. |
Members
of the Society or other persons as the Council
shall invite may attend Council meetings
as visitors but shall not be entitled to
vote. |
| 4.14. |
The
Council may create, from time to time, working
parties to study and report on specific
issues affecting the operations of the Society
PROVIDED THAT such working parties shall
not be empowered to make decisions on behalf
of the Society and may or may not be formed
from Council members only. |
| 4.15. |
In
the case of any emergency not provided for
in this Constitution, the three (3) most
senior members of the Council able to be
contacted shall take the appropriate action
which shall be reported at the next meeting
of the Council. The order of seniority shall
be as listed in Clause 4.2. |
5.
OFFICE BEARERS
| 5.1. |
The
President shall be responsible for the good
management of the Society and shall supervise
the activities of the Council. The President
shall act as Chairperson at each meeting
of the Society and shall be, ex-officio,
a member of all working parties. |
| 5.2. |
The
Vice-President shall, in the President’s
absence or unwillingness to act, chair meetings. |
| 5.3. |
The
Vice-President shall become acting President
if the President is incapacitated, either
temporarily or permanently, until the President
returns to duty or a new President is elected. |
| 5.4. |
If
the President and Vice-President are absent
from a meeting, or unwilling to act, the
members present at the meeting shall elect
one of their number to act as Chairperson
of that meeting. |
| 5.5. |
The
Secretary shall keep, or cause to be kept,
the records of the business of the Society,
including the rules, register of members,
minutes of all general and Council meetings
and a file of correspondence. These records
shall be available for inspection by any
member and shall be held in the custody
of the Secretary. |
| 5.6. |
The
Secretary shall carry out, or cause to be
carried out, all lawful directives of the
Society. |
| 5.7. |
The
Treasurer shall ensure that all monies received
by the Society are properly receipted and
paid in full into an account in the Society’s
name. Payments shall be made by cheque signed
by two (2) signatories authorised by the
Council. Major or unusual expenditures shall
be authorised in advance by the Council
or a general meeting. |
| 5.8. |
The
Treasurer shall ensure that correct books
and accounts are kept showing the financial
affairs of the society. These records shall
be available for inspection by any member
and shall be held in the custody of the
Treasurer. |
| 5.9. |
The
Treasurer shall arrange for the books and
accounts to be audited by an independent
auditor following the end of each Society
financial year, which shall run from the
first day of October to the thirtieth day
of September next following, and shall report
such audit to the Annual General Meeting. |
|
5.10. |
The
Assistant Secretary/Treasurer shall become
acting Secretary or Treasurer, as applicable,
if the Secretary or Treasurer is incapacitated,
either temporarily or permanently, until
the Secretary or Treasurer returns to duty
or a new Secretary or Treasurer is elected. |
6.
PUBLIC OFFICER
| 6.1. |
The
Council shall ensure that a person is appointed
Public Officer. The Public Officer may be
an office bearer, Council member or any
other person regarded as suitable for the
position by the Council PROVIDED THAT he/she
is eighteen (18) years of age or older and
a resident of the Australian Capital Territory. |
| 6.2. |
The
Council or a general meeting may, at any
time, remove the Public Officer and appoint
a new Public officer. |
| 6.3. |
The Public Officer
shall be deemed to have vacated the position
in the following circumstances:
- death
- resignation
- removal by the
Council at a general meeting
- bankruptcy or
financial insolvency
- mental or physical
incapacity
- residency outside
the Australian Capital Territor
|
| 6.4. |
When
vacancy occurs in the position of Public
Officer the Council shall, within the prescribed
period, notify the Registrar’s Office
in the prescribed manner and appoint a new
Public Officer. |
7.
GENERAL MEETINGS
| 7.1. |
The
Society shall hold a minimum of eight (8)
general meetings in each year, one of which
shall be the Annual General Meeting. |
| 7.2. |
The Annual General
Meeting of the Society shall be convened
in November of each year to transact the
following business:
7.2.1. Confirmation
of the minutes of the last Annual General
Meeting.
7.2.2. Receipt of the Council’s reports
upon the activities of the Society in
the last year.
These reports shall include a statement
which is not misleading and gives
a true and fair view for the last year
of:
- income and expenditure
- assets and liabilities
- mortgages, charges
and other securities
- trust priorities
Copies
of such reports shall be circulated to
members.
7.2.3. Election of office bearers and
up to six (6) other Council members.
|
| 7.3. |
Nominations
of candidates for election as office bearers
or other Council members may be made at
the Annual General Meeting. |
| 7.4. |
A
general meeting shall be convened within
thirty (30) days of receipt of a Special
Resolution or a requisition in writing from
ten (10) members stating the business to
be discussed. |
| 7.5. |
A Special Resolution
shall be passed by a general meeting of
the Society to effect the following:
7.5.1. To change
the name of the Society.
7.5.2. To change the Constitution of the
Society.
7.5.3. To change the Objects and Purposes
of the Society.
7.5.4. To voluntarily wind up the Society.
|
| 7.6. |
At
least seven (7) days notice of all general
meetings shall be given to members by such
means as may be determined by the Council.
In the case of general meetings where a
Special Resolution is to be proposed, notice
of the resolution shall be given to members
at least twenty one (21) days before the
meeting. |
| 7.7. |
The
quorum for a general meeting shall be twenty
members present and eligible to vote. |
| 7.8. |
If,
within half an hour of the appointed time
for the commencement of a general meeting,
a quorum is not present the meeting shall
be dissolved, except in the case of an Annual
General meeting which shall stand adjourned
to the same time and day in the following
week and, unless another location is specified
at the time adjournment, to the same place. |
| 7.9. |
Voting
at general meetings shall be by a show of
hands unless a secret ballot is demanded
by at least two (2) members. Decisions shall
be made by a simple majority vote except
for those matters which must be decided
by a Special Resolution where a three quarters
majority of the members present and eligible
to vote is required. |
|
7.10. |
All
votes shall be given personally and there
shall be no voting by proxy. |
| 7.11. |
In
the case of an equality of votes the person
chairing the meeting shall have a second
or casting vote except in the election of
office bearers and Council members where
a second ballot shall be held. |
8.
BY-LAWS
| 8.1. |
The
Council may from time to time make, amend
or repeal By-Laws as may be necessary for
attaining the objects of the Society. Such
action shall take effect immediately or
at such later time as the Council shall
determine and shall be notified to members
in writing. |
| 8.2. |
A By-Law made pursuant
to this Part shall not be inconsistent
with this Constitution.
|
9.
DISCIPLINING OF MEMBERS
The procedure
for disciplining members by suspension, disqualification
or expulsion shall be for the Council:
| 9.1. |
To
charge the defaulting member in writing
with the offence. |
| 9.2. |
To cite the member
to appear at a meeting of the Council.
|
| 9.3. |
To
give fourteen (14) days notice of the meeting. |
| 9.4. |
To
decide the action to be taken. |
| 9.5. |
To keep proper
minutes of the meeting, details of the
action taken and to hold in safe custody
any documents associated with the matter.
|
| 9.6. |
To
advise the member charged in writing as
to the action decided by the Council. |
10.
BRANCHES AND GROUPS
| 10.1. |
Branches
or Groups may be formed within the Region
based on geographic or special interest
areas. Such Branches or Groups shall be
subject to the provisions of this Constitution
and any By-Laws in effect from time to time. |
| 10.2. |
Each Branch or
Group may formulate its own rules PROVIDED
THAT such rules do not conflict with this
Constitution or any By-Laws in effect
from time to time.
|
| 10.3. |
Expenses
incurred by a Branch or Group shall be met
by the branch or Group out of its assets
and the Region shall not be liable to meet
any such expenses. |
| 10.4. |
A
Branch or Group shall notify the Regional
Secretary of the names and addresses of
the office bearers of the Branch or Group
within fourteen days (14) days of their
election. |
11.
INDEMNITY
Each
and every member of the Council, and any member
acting in an official capacity at a Society
meeting or function, shall be indemnified and
held harmless by the Society out of its assets
for any costs they may incur in consequence
of the performance of their duties in accordance
with this Constitution and the By-Laws of the
Society.
12.
LIABILITY OF MEMBERS
The members
of the Society shall have no liability 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, except to
the amount of any unpaid membership fees.
13.
MISCELLANEOUS
| 13.1. |
The
Society shall effect and maintain any insurance
which may be required by law or regarded
as necessary by the Society. |
| 13.2. |
The funds of the
Society shall be derived from the fees
of members, donations, grants and such
other sources approved by the Society.
|
| 13.3. |
The
Society shall be run on a non-profit basis
and no member shall receive or acquire any
financial advantage as a consequence of
their membership. |
| 13.4. |
The
Society shall publish a regular Journal
in satisfaction of Object 2.6. |
| 13.5. |
The Common Seal
of the Society shall be kept in the custody
of the Secretary and shall only be affixed
to a document with the approval of the
Council. The stamping of the Common Seal
shall be witnessed by the signatures of
two (2) members of the Council.
|
| 13.6. |
In
the event that the Society is wound up the
Council, after paying all debts and discharging
all liabilities of the Society, shall give
the balance of the Society’s assets
to the Association of Societies for Growing
Australian Plants Incorporated to be held
in trust until handed on to any future affiliated
Australian Native Plants Society which may
be formed in the Australian Capital Territory. |
| 13.7. |
Any
member shall, on request, be provided with
a copy of this Constitution and any By-laws
in effect at the time of request. |
|
