U3A Central Coast (NSW) Inc

Spread Your Wings

Constitution

CONSTITUTION OF U3A CENTRAL COAST (NSW) INC.

PART 1   PRELIMINARY

1.1 The Name of the association shall be U3A Central Coast (NSW) Inc. (hereinafter known as the Association).

1.2 The Objects of the Association shall be-

(a)    to provide for mature age people programs of learning activities, and the social contacts arising from such activities, which will give stimulation and development to their lives,

(b)    to encourage members to both learn and assist the learning by others,

(c)    to help dispel the notion of intellectual decline with age,

(d)    to create a community of scholars in which there is no distinction between those who teach and those who learn.

PART 2   MEMBERSHIP

2.1 Qualifications:

(a)    The Members of the Association shall be such persons as the Committee admits to membership.

(b)    Membership shall be open to any person who accepts the objects and rules of the Association.

2.2 Application for Membership:

(a)    An application for membership of the Association shall be made in writing on the form provided by the Association and sent to the Secretary.

(b)    The Committee shall determine whether or not to accept an application for membership. The committee shall not be required to supply a reason for rejecting an application.

(c)   If the Committee approves an application the Secretary shall as soon as practicable notify the applicant. Upon payment of the subscription the Secretary shall enter the Member’s details in the Register of Members.

2.3 Register of Members:

A Register of Members shall be kept by the Association showing the name, address and date of joining of each Member and such other details as the Committee may determine.

2.4 Cessation of Membership:

Membership shall cease upon resignation, termination or failure to pay outstanding fees within one month of the due date. (amended 21st February 2000)

2.5 Members Liability:

The Members of the Association shall not have any liability to contribute towards the payment of debts and liabilities of the Association or the costs charges and expenses of the winding up of the Association except to the amount of any unpaid membership fees.

2.6 Disciplining of Members:

(a)    A member may have his/her membership terminated by the Committee if in the opinion of the Committee after affording such member an opportunity of offering the Committee an explanation of his/her conduct either verbally or in writing the conduct is deemed detrimental to the best interests of the Association.

(b)    A member who wishes to appeal against a decision expelling him/her from membership or otherwise disciplining him/her may do so at the next General Meeting of the Association. The General Meeting shall give both the Committee and the member time to state their case and shall then determine the issue by secret ballot.

2.7 Resolution of Internal Disputes:

Disputes between members of the Association, and disputes between members and the Association shall be referred to a community justice centre for mediation in accordance with the Community Justice Centres Act.

2.8 Subscriptions:

(a)    A member shall pay an annual subscription as set by the Committee for the ensuing financial year which shall be from 1st December to 30th November. The fee shall be paid before 1st December except where a member joins on or after that date it shall be paid on being accepted as a member and thereafter by 1st December in each succeeding year.  (amended 4th August 2005)

(b)    The Committee at its discretion may determine a lesser fee for a member joining during the year.

PART 3   THE COMMITTEE

3.1 Powers of the Committee:

The Management Committee (hereinafter known as the Committee) shall, subject to the Associations Incorporation Act (the Act), Regulations and this Constitution, manage the affairs of the Association.

3.2 Constitution and Membership:

(a)    The Committee shall consist of the office bearers of the Association and up to six ordinary members each of whom shall be elected at the Annual General Meeting of the Association.  (amended 21st February 2000 and 4th February 2003)

(b)    The office bearers of the Association shall be

(1)    the president;

(2)    the vice president;

(3)    the secretary;

(4)    the treasurer.

(5)    the course co-ordinator

(c)    Each member of the Committee shall hold office until the conclusion of the annual general meeting next following the date of the member’s election but shall be eligible for re-election except that an executive office bearer shall not hold the same position for more than three consecutive years. (amended 4th of February 2010)

(d)    In the event of a casual vacancy occurring in the membership of the Committee the Committee may appoint a member of the Association to fill the vacancy and the member so appointed shall hold office until the conclusion of the annual general meeting next following the date of the appointment. A casual vacancy shall occur if a committee member-

(1)    dies; or

(2)    ceases to be a member of the Association; or

(3)    becomes an insolvent under administration within the meaning of the Corporations Law; or

(4)    resigns office by notice in writing given to the Secretary; or

(5)    becomes mentally incapacitated; or

(6)    is absent without the consent of the Committee for more than two consecutive meetings; or

(7)    is appointed to a paid position in the Association.

(e)    The Secretary shall keep a register of the members of the Committee.

3.3 Election of Committee Members:

(a)    Nominations of candidates for election as office bearers of the Association or as ordinary members of the Committee shall be made in writing signed by two members of the Association and accompanied by the written consent of the candidate and shall be delivered to the Secretary at least seven days before the day fixed for the holding of the meeting at which the election is to take place.

(b)    If insufficient nominations are received to fill all vacancies the candidates nominated shall be declared elected and nominations may be accepted at the annual meeting for the remaining position(s). Any vacancies still remaining shall be treated as casual vacancies.

(c)    If in either case the number of nominations exceeds the number of vacancies a ballot shall be held at the annual general meeting in such manner as the meeting decides.

3.4 Duties – Secretary:

The Secretary shall keep minutes of all committee meetings and general meetings and such minutes shall be confirmed at the next meeting of the committee or general meeting.

Treasurer:

The Treasurer shall ensure that all money due to the Association is collected and received and that all payments authorised by the association are made, and shall keep appropriate books and accounts showing the financial affairs of the Association, including full details of all receipts and expenditure connected with the activities of the Association.

3.5 Meetings and Quorum:

(a)    The Committee shall meet not less than four times in each calendar year at such place and time as the Committee shall decide, provided that additional meetings of the Committee may be convened by the President, or shall be convened by the Secretary at the request of three or more committee members.

(b)    Oral or written notice of a meeting of the Committee shall be given by the Secretary to each member of the Committee at least 48 hours (or such other period as may be unanimously agreed upon by the members of the Committee) before the time appointed for the holding of the meeting.
Notice of a meeting given under clause (b) shall specify the general nature of the business to be discussed at the meeting and business other than that business shall not be considered except business which committee members present agree to treat as urgent business.

(d)    A quorum for the transaction of any business at a meeting of the Committee shall consist of one half plus one of the members elected or appointed to the Committee. (amended. 21st February 2000)

(e)    Business shall not be transacted by the Committee unless a quorum is present. If within half an hour of the time set for the meeting a quorum is not present the meeting shall stand adjourned to the same place and at the same time of the same day in the following week.

(f)    If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting the meeting shall be dissolved.

(g)    At a meeting of the Committee the President, or in his/her absence, the Vice-President shall preside. If the President and the Vice-President are absent or unwilling to act one of the remaining members of the Committee may be chosen to preside at the meeting.

3.6 Voting and Decisions:

(a)    Matters arising at a meeting of the Committee shall be determined by a majority of the votes of the members of the Committee present at the meeting.

(b)    In the event of an equality of votes on any question the chairperson may exercise a casting vote.

3.7 Sub-Committees:

(a)    The Committee may appoint sub-committees to deal with special needs as and when they arise. Sub-committees shall include at least one member of the Committee and such other members of the Association as the Committee thinks fit.

(b)    Sub-committees shall be responsible and accountable to the Committee and shall report on their activities at each Committee meeting.

(c)    Sub-committees shall not enter into any contractual or other legal obligations on behalf of the Association without prior written authority from the Committee.

(d)    The Committee shall note in the minutes appointing a sub-committee the authority and tasks assigned to that sub-committee and may revoke any such appointment at a later date.

(e)    A sub-committee may meet and adjourn as it thinks proper.

PART 4   GENERAL MEETINGS

4.1 Annual General Meetings:

The Association shall convene an Annual General Meeting within three months after the end of the financial year at a time and place to be determined by the Committee.

4.2 Special General Meetings:

(a)    The committee may whenever it thinks fit convene a special general meeting of the Association.

(b)    The Committee shall, on the requisition in writing of not less than five percent of the total number of members, convene a special general meeting of the Association.

(c)    A requisition by members for a special general meeting-

  1.    shall state the purpose(s) of the meeting; and

  2.    shall be signed by the members making the requisition;

  3.    and shall be lodged with the Secretary.

(d)    If the Committee fails to convene a special general meeting to be held within one month after that date on which a requisition of members for the meeting is lodged with the Secretary any one or more members who made the requisition may convene a special general meeting to be held not later than three months after that date.

(e)    A special general meeting convened by a member or members as referred to in clause (d) shall be convened as nearly as practicable in the same manner as general meetings are convened by the Committee and any member who incurs expense shall be entitled to be reimbursed by the Association for any reasonable expense so incurred.

4.3 Notice of Meetings:

(a)    Written notice of a general meeting shall be given by the Secretary to each member at least fourteen days before the time appointed for the holding of the meeting.

(b)    Notice of a meeting given under clause (a) shall specify the general nature of the business to be discussed at the meeting and business other than that business shall not be considered except business which the majority of members present agree to discuss.

(c)    A member desiring to bring any business before a general meeting may give notice in writing of that business to the Secretary who shall include that business in the notice calling the next general meeting to be held after receipt of the notice from the member.

4.4 Quorum:

(a)    A quorum for the transaction of business at a general meeting shall be five percent of the financial members.

(b)    Business shall not be transacted at a general meeting unless a quorum is present. If within half an hour of the time set for a meeting a quorum is not present the meeting shall stand adjourned to the same place and at the same time of the same day in the following week.

(c)    If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting the meeting shall be dissolved.

At a general meeting the President, or in his/her absence, the Vice-President shall preside. If the President and the Vice-President are absent or unwilling to act one of the ordinary members present may be elected to preside at the meeting.

4.5 Voting and Decisions:

(a)    Matters arising at a general meeting shall be determined by the show of hands of a majority of those financial members present at the meeting.

(b)    A member shall have one vote only provided that in the event of an equality of votes on any question the chairperson may exercise a casting vote.

(c)    a member shall not be entitled to appoint another member as a proxy.

PART 5   MISCELLANEOUS

5.1 Insurance:

The Association shall effect and maintain insurance as provided for in the Act and such other insurance as the Committee may decide is necessary.

5.2 Funds-Source:

(a)    The funds of the Association shall be derived from annual subscriptions of members, grants, donations and, subject to any resolution passed by the Association in general meeting, such other sources as the Committee may determine.

(b)    All money received by the Association shall be deposited as soon as practicable and without deduction to the credit of the Association’s bank account.

(c)    The Association shall as soon as practicable after receiving any money issue an appropriate receipt.

5.3 Funds-Management:

(a)    Subject to any resolution passed by the Association in general meeting the funds of the Association are to be used in pursuance of the objects of the Association in such manner as the Committee determines provided that no portion shall be distributed directly or indirectly to the members of the Association except as bona-fide compensation for services rendered or expenses incurred on behalf of the Association.  (amended 21st February 2000)

(b)    All cheques and other negotiable instruments shall be signed by any two of the office bearers.

5.4 Alteration of Objects and Constitution:

The statement of objects, the name of the Association and this Constitution may be altered rescinded or added to only by a Special Resolution of the Association which resolution is passed by a majority which comprises not less than three quarters of such financial members of the Association as, being present and entitled so to do, vote in favour at a general meeting of which at least twenty one days written notice specifying the intention to propose the resolution as a special resolution was given in accordance with this Constitution.

5.5 Common Seal:

(a)    The common seal of the Association shall be kept locked in the custody of the Secretary.

(b)    The common seal shall not be affixed to any instrument except by the authority of the Committee and the affixing of the common seal shall be attested by the signatures of any two of the office bearers.

5.6 Custody of Books:

Except as provided by this constitution the Secretary shall keep in his/her custody or under his/her care and control all records books and other documents relating to the Association.

5.7 Inspection of Books:

The records books and other documents of the Association shall be open to inspection free of charge by a member of the Association at any reasonable hour and at a place nominated by the Secretary.

5.8 Service of Notices:

A notice may be served by or on behalf of the Association on any member either personally or by sending it by prepaid post to the member at the member’s address shown in the register of members.

5.9 Payments to Committee Members:

A member of the Committee shall not be appointed to any salaried office of the Association paid by fees, and remuneration or other benefit in money or money’s worth shall not be given by the Committee to any member of the Association except repayment of out-of-pocket expenses, interest at a rate not exceeding interest at the rate for the time being charged by the Association’s bankers for money lent to the Association, and proper rent for premises let to the Association.

5.10 Public Officer:

The Secretary shall be the Public Officer unless the Committee decides otherwise.

5.11 Winding Up:

In the event of the Association being wound up following a decision to do so being taken at a properly convened general meeting any funds remaining after the payment of all debts shall be transferred to a non-profit organisation with similar aims and objects and which is exempt from income tax.  (amended 21st February 2000)

5.12 By-Laws:

The Association may make by-laws embodying additional provisions for the management of the Association. Such by-laws may be amended as provided therein.