MANDURAH MURRAY VIETNAM VETERANS GROUP INCORPORATED

 

 

CONSTITUTION AND RULES

 

 

1.      NAME:

The name of the Group is:

a.       MANDURAH MURRAY VIETNAM VETERANS GROUP INCORPORATED.

b.      So as far permitted by law the short title shall be MMVVG hereinafter referred to as the “GROUP” and its Motto shall be “Together Then-Together Again”.

 

2.      OBJECTIVES:

The objectives of the GROUP are:

a.       To keep alive the close bonds of comradeship and esprit-de-corps created by members of the Australian Defence Forces who served in South Vietnam and all other war zones, conflicts and peace keeping operations since.

b.      To uphold the traditions and guard the good name of the GROUP.

c.       To preserve the memory of all Australian Veterans who died in active service and those who have passed away since.

d.      To assist ex-service personnel when they are in need of help.

e.       To assist the widows/widowers and children of deceased ex-members of the Group when they are in need of help.

f.       That all property and income of the GROUP shall be applied solely to the promotion of the objectives of the GROUP and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to members of the GROUP, except in good faith in the promotion of those objectives.

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3.      POWERS:

The Powers of the GROUP are:

a.       To acquire, hold, deal with and dispose of any real or personal property.

b.      To open and operate bank accounts.

c.       To invest its money:

(1)   in any security in which trust monies may be invested; or

(2)   in any other manner authorized by the rules of the GROUP.

d.      To borrow money upon such terms and conditions as the GROUP thinks fit.

e.       To give security for the discharge of liabilities incurred by the GROUP as the GROUP thinks fit.

f.       To appoint agents to transact any business of the GROUP on its behalf.

g.      To enter into any other contract the GROUP considers necessary or desirable.

 

4.      MEMBERSHIP:

The membership of the GROUP shall consist of:

a. Ordinary Members:  Any past or present member of the ADF or Allied armed forces and their partners if so desired, and ADF or Allied Armed forces Widows/widowers, may be ordinary members.

 b.  Affiliated Members:

(1)   Any partner or deceased’s partner of Australian Vietnam veterans who have elected not to hold ‘Ordinary’ membership in accordance with Rule 4a; or

(2)   Any children of deceased Vietnam Veterans.

c.       Special Members; Any person with special skills whom the committee deem beneficial to the GROUP may be elected to the executive with full membership for the elected period.

d.      Honorary Members:

  Those who, by their actions and support of the GROUP, are deserving of Honorary Membership and are nominated and seconded by any two ‘Ordinary’ members of the GROUP to the Management Committee, may        be elected to Honorary Membership.  Such memberships are to be ratified   at the next Annual General Meeting by a majority of ‘Ordinary’ members.

e.        Social Members:

Those who wish to participate in the GROUP’s social activities and who do not come under the umbrella of Rules 4a to 4d inclusive.

f.       Life Members:

(1)   At the Annual General Meeting the Management Committee may award Life Membership to any member in recognition of a minimum of five (5) years continuous and meritorious service to the Group; and

(2)   Any member can provide to the secretary a written notice of a nomination for Life Membership and contain therein a resume  of the members valued continuity and outstanding contribution to the Group allowing for the Management Committee’s evaluation and resolution; and

g.      This notice must be provided to the secretary not less than fourteen (14) days and no later than sixty (60) days prior to the Annual General Meeting.

h.      Affiliated and Social members of the GROUP are charged a nominal fee but are non-voting members. ‘Life’ Members and ‘Honorary’ Members are not charged an annual fee but are entitled to vote.

i.           Each person admitted to membership shall be:

(1)   Bound by the Constitution and Rules of the GROUP; and

(2)   Come liable for such fees and subscriptions as may be fixed by the GROUP; and

(3)   Entitled to all advantages and privileges of membership. The Management Committee shall appoint a member of the Management Committee to maintain an up to date register of members of the GROUP.

i. A member may at any reasonable time inspect the records and documents of the   GROUP.

j. No members, other than ‘Ordinary’ members, ‘Life’ members or ‘Honorary’     members shall be:

(1) Entitled to move or second a motion at any meeting of the     GROUP; or

(2) Vote on any matter put to the vote at any meeting of the GROUP; or

(3) Address any meeting of the GROUP, except that they may address a meeting of the GROUP if invited to do so by the Committee of the GROUP.

k. Every person who, at the date of incorporation of the GROUP was a member of the unincorporated GROUP and who on or before the day of incorporation agrees in writing to become a member of the GROUP shall be admitted by the Management Committee to the same class of membership of the GROUP, and shall not be required to pay any further subscription until the next due date for payment of that subscription.

l. Every applicant for any class of membership of the GROUP, other than the members of the unincorporated GROUP, referred to in rule 4k, shall be proposed by one member of the GROUP and seconded by another member.  The application for membership is to be made in writing signed by the applicant and his proposer and seconder and is to be in such form as the Management Committee from time to time prescribes.

 

5.      TERMINATION OF MEMBERSHIP:

a.       Any member may terminate their membership by written notice of resignation to the secretary.

b.      Membership is automatically terminated by failure to pay the Annual Membership fees in full by 31st March that was due on the 1st January that year.

c.       The Management Committee may terminate or suspend  any member for any of the following reasons:

(1)               False or inaccurate statements made in the membership application;

(2)            Breach of these and any other GROUP regulations;

(3)            Acts detrimental to the GROUP.

Provided that any individual whose membership has been so terminated or suspended has the right of appeal by presenting their case to a Special General meeting convened for that purpose, the decision of which shall be final.

                                                                                                 

6.      MANAGEMENT COMMITTEE:

a.       Management of the GROUP, made up wholly of ‘Ordinary’ members shall be vested in the Management Committee to be elected by the ‘Ordinary’ members at the Annual General Meeting and consisting of:

§ President

§ Vice President

§ Secretary

§ Treasurer

§ Support Officer

§ Public Relations Officer

§ Director for Social Affairs

§ Four (4) Committee Members

b.      No person shall hold more than one (1) position of the Management Committee at any one (1) time.  A person shall cease to be a member of the Management Committee at the conclusion of the Annual General Meeting that follows their election and they will be eligible for re-election.

c.       A quorum of the Management Committee shall be half of its members plus one.

d.      If the President or Vice President is unable to attend, then a chairperson nominated by the meeting shall chair the meeting.

e.       A member of the Management Committee may lose their seat on the committee for either of the following:

(1)   Absences from three (3) or more meetings without leave of absence; or

(2)   Found not to be a financial member.

f.       Written nominations for positions on the Management Committee to be forwarded to the Group Secretary no later than (7) days before an Annual General Meeting.

g.      If only one nomination is forwarded, the person being nominated, if they accept, will be deemed to hold that position.

h.      All nominations must be nominated and seconded by ‘Ordinary’ members.

i.        If there are no written nominations then nominations will be called for from the floor at the Annual General Meeting.

 

7.      MANAGEMENT COMMITTEE – TERMS OF REFERENCE:

The Management Committee shall meet at least once each three (3) calendar months to exercise its functions.   The Management Committee shall carry out the day to day running of the GROUP and shall have the power to:

a.       Administer the finances, appoint a banker and direct the opening of banking accounts for the GROUP purposes.

b.      Fix the manner in which such banking accounts shall be operated upon, providing all payments are passed by the Management Committee.

c.       Fix fees and subscriptions payable by members and decide such levies, fines and charges as is deemed necessary and advisable, and to enforce payment thereof.

d.      Adjudicate on all matters brought before it which in any way affect the GROUP.

e.       Issue minutes at formal GROUP meetings.

f.       Make, amend and rescind rulings and By-Laws.

g.      Have the power to form and appoint any sub committee/s as required for specific purposes.

h.      May at their discretion employ a person or persons to carry out certain duties required by the GROUP, at salaries or remunerations for such period of time, as may be deemed necessary.

i.        Should a vacancy occur on the Management Committee during the term of office, the Management Committee shall appoint a successor until the next Annual General Meeting.

j.        Appoint an officer/s or agent of the Management Committee to have custody of the GROUP’s records, documents and securities.

 

8.      AUDITOR

The Annual General Meeting shall elect or appoint an Auditor or Auditors who shall:

a.       Examine and audit all the books and accounts of the GROUP annually.

b.      Have the power to call for all books, papers, accounts, receipts, etc. of the GROUP.

c.       Report thereon to the Annual General Meeting.

 

9.      ANNUAL GENERAL, GENERAL MEETINGS & SPECIAL GENERAL MEETINGS:

The first general meeting shall be held at such time, not being less than one month or more than three months after the incorporation of the GROUP and at such place as the Management Committee may determine.

a.       Annual General Meeting:

(1)   The Annual General Meeting of the GROUP shall be held by 31st Oct annually; and

(2)   The Secretary shall give at least fourteen (14) days notice of the date of the Annual General Meeting to members.

(3)   All members may attend the Annual General Meeting.

(4)   The quorum at the Annual General Meeting shall be a minimum twenty five percent (25%) of financial ‘Ordinary’ members.  If at the end of thirty (30) minutes after the time appointed in the notice for the opening of the meeting, there be no quorum, the meeting shall stand adjourned for one (1) week.  If at such meeting there is no quorum, those members present shall be deemed competent to discharge the business of the meeting.

(5)   The agenda for an Annual General Meeting shall be:

i.                    Opening of meeting

ii.                  Apologies

iii.       Confirmation of Minutes of previous Annual General Meeting

iv.                 Presentation of Annual Report

v.                   Adoption of Annual Report

vi.                 Presentation of Treasurer’s Statement,

vii.     Election of New Management Committee and appointment of Auditor

viii.             Vote of thanks for outgoing Management Committee

ix.                 Determination of Annual Membership Fee

x.                   Notices of Motion

xi.                 Urgent General Business             

xii  Closure   

b.      General Meetings:

(1)   General meetings may be called by the President, Secretary or Management Committee; and

(2)   The secretary should give fourteen (14) days’ notice in writing, of the date and location of the General Meeting to the members.

(3)   The quorum at the General Meeting shall be a minimum of twenty (20) members.

 

c.       Special General Meetings:

(1)   Special General Meetings may be called by the Management Committee or on the written request of seven (7) signatories of the GROUP stating reasons for such meeting; and

(2)   The Secretary shall give at least fourteen (14) days notice, in writing, of the date and location of the Special General Meeting to the members.

(3)    Notice of a Special General Meeting shall set out clearly the business for which the meeting has been called.  No other business shall be dealt with at the Special General Meeting.

(4)   The quorum at the Special General Meeting shall be a minimum of twenty (20) members.

(5)   If the Management Committee does not call a Special General Meeting to be held fourteen (14) days after the date in which the requisition was sent to the GROUP, the members making the request may convene their own Special General Meeting to be held no later than fourteen (14) days after that date; and

(6)   This Special General Meeting convened by the members under this Constitution shall be convened in the same manner, or as close as possible, as those convened by the GROUP.

 

10.  VOTING:

Voting powers shall be:

a.       Annual General Meeting and General Meetings:

(1)   The President shall be entitled to a deliberate vote and in the event of a tied vote; the President shall exercise a casting vote; and

(2)   Each individual financial “Ordinary” member present shall have one (1) vote; and

(3)   Provision shall be made for Absentee Postal and Proxy votes.

b.    Management Committee Meetings:

(1)   The President shall be entitled to a deliberate vote and in the event of a tied vote; the President shall exercise a casting vote; and

(2)   Each individual “Ordinary committee member present shall have one (1) vote.

 

11.  FINANCE:

a.       All funds of the GROUP shall be deposited into the GROUP accounts at such banks or recognized financial institutions as the Management Committee may determine.

b.      All accounts due by the GROUP shall be paid by cheque or electronic transaction after having been passed for payment at the Management Committee Meeting and when immediate payment is necessary, over two thousand dollars ($2000.00) a Special Management Committee Meeting shall be called to discuss such payment.

c.       The Secretary shall not spend more than a set amount of Petty Cash without the consent of the Management Committee, and shall keep a record of such expenditure in a Petty Cash book.

d.      A statement showing the financial position of the GROUP shall be tabled at every   meeting by the Treasurer.

e.       A statement of Income and Expenditure, Assets and Liabilities shall be submitted to the Annual General Meeting.  The Auditor’s report shall be attached to such financial report.

f.    The financial year of the GROUP shall commence on the first day of July each        year.

g.   The signatories to the GROUP’s account will be the Treasurer and any one (1) of    from the following:

(1)   President

(2)   Vice President

(3)   Secretary

h. Fundraising for specific causes or objectives may on occasion allow the GROUP to bank and distribute those monies as approved by the Management Committee.

 

12.  COMMON SEAL:

The Common Seal of the GROUP shall be kept in the care of the Secretary.  The Seal shall not be used or affixed to any deed or other document except pursuant to a resolution of the Management Committee and in the presence of at least the President and two (2) members of the Committee, both of whom shall subscribe their names as witnesses.

 

13.  ALTERATIONS TO THE CONSTITUTION AND RULES:

a.       No alteration, repeal or addition shall be made to this Constitution except at the Annual General Meeting or at a Special General Meeting.

b.      The Secretary, shall forward such notices of motion to each Management Committee member at least thirty (30) days prior to the Annual General Meeting or fourteen (14) days prior to a Special General Meeting.

c.       Alterations to the Rules can be made only at a General Meeting or an Annual General Meeting of Ordinary members. Any alterations to the rules can be made by a Special Resolution passed by a majority of seventy five percent (75%) of Ordinary members who are present and entitled to vote at a General Meeting or Annual General Meeting of Ordinary members.

d.      Within one (1) month of the passing of a Special Resolution, the Secretary shall notify the Minister of Fair Trading of the Amendment.

 

14.  DISSOLUTION:

If, on the winding up of the GROUP, any property of the GROUP remains after satisfaction of the debts and liabilities of the GROUP and the costs, charges and expenses of that winding up, that property shall be:

a.       Distributed to another association incorporated under the Act having similar objects; and

b.      Which incorporated association or purposes, as the case requires, shall be determined by Special Resolution to be passed by a majority of 75% of the members present and entitled to vote at the General Meeting when authorizing and directing the Committee under Section 24 & 30 of the Act to prepare a distribution plan for the distribution of the surplus property of the GROUP.

 

15.  In the application of the afore-going rules “Common Sense” shall be the operative     words.

4 Nov 2014


 

Incorporation

 

MATTER TO BE PROVIDED FOR IN RULES OF AN INCORPORATED GROUP

 

1.      The name of the incorporated group.

2.      The objects or purposes of the incorporated group, including a provision in, or substantially in the following terms:

a.       The property and income of the group shall be applied solely towards the promotion of objects or purposes of the group and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to members of the group except in good faith in the promotion of those objects or purposes.

 

3.      The qualifications (if any) for membership of the incorporated group.

4.      The register of members of the incorporated group.

5.      The entrance fees, subscriptions and other amounts (if any) to be paid by members of the incorporated group.

6.      The name, constitution, membership and powers of the committee or other body having the management of the incorporated association (in this clause referred to as “the committee”) and provision for:

a.       The election or appointment of members of the committee.

b.      The terms or office of members of the committee.

c.       The quorum and procedure at meetings of the committee.

d.      The filling of casual vacancies occurring on the committee, and

e.       The grounds on which, or reasons for which, the office of a member of the committee shall become vacant.

7.      The quorum and procedure at General Meetings of members of the incorporated group.

8.      The time within which, and manner in which, notices of General Meetings and notices of motion are to be given, published or circulated.

9.      The manner in which funds of the group are to be controlled.

10.  The intervals between General Meetings of members of the incorporated group and the manner of calling General Meetings.

11.  The manner of altering and rescinding the rules and of making additional rules of the incorporated group.

12.  Provisions for the custody and use of the Common Seal of the incorporated group.

13.  The custody and records, books, document and securities of the incorporated group.

14.  The inspection by members of the incorporated group of records and documents of the incorporated group.

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