The Constitution of:
The GLENELG HISTORICAL SOCIETY as approved by the Special General Meeting, 24 August 2011.
Name 2
Definitions 2
Objects or purposes 2
Powers 2
Membership 2
Types 2
Subscriptions 2
Resignations 3
Expulsion of a member 3
Register of members 3
The committee 3
Powers and duties 3
Appointment 3
Proceedings of committee 3
Disqualification of committee members 4
The seal 4
General meetings 4
Annual general meetings 4
Special general meeting 4
Notice of general meetings 4
Proceedings at general meetings 5
Voting at general meetings 5
Poll at general meetings 5
Special and ordinary resolutions 5
Proxies 5
Minutes 5
Dispute resolution 5
Financial reporting 6
Financial year 6
Accounts to be kept 6
Audit of Accounts 6
Prohibition against securing profits for members 6
Winding up 6
Application of surplus assets 6
Establishment of Public/ Gift Fund 6
Rules 7
1. NAME
The name of the Society shall be GLENELG HISTORICAL SOCIETY hereafter referred to as "the Society”.
2. DEFINITIONS.
• “Committee” shall mean the committee of management of the Society.
• “General Meeting” means a general meeting of the Society members convened in accordance with these rules.
• “member” means a member of the Society.
• “the Act” means the Associations Incorporation Act 1985.
• “special resolution” means a special resolution defined in the Act.
• “month” shall mean a calendar month.
3. OBJECTS
The objects of the Society shall be:
i) To promote the protection and preservation of buildings, works, movable cultural heritage and sites of historical significance in the precinct of Glenelg together with the commissioning of historical research and historical discourse.
ii) To encourage increased community interest, education and involvement in Glenelg’s history.
iii) To assist in the collection, recording, preservation and public display of works, movable cultural heritage including source material and artefacts of all kinds relating to local history.
iv) To network with similar associations and other like bodies throughout Australia in the telling the Glenelg story.
v) To seek, receive and expend grants, loans, or donations of money or goods from the South Australian and/or Australian Governments, any organization, or individual.
vi) To raise money to finance the operations of the Society.
vii) To establish and maintain a public/gift fund to be used only for the purposes of taking gifts or of money or property that will be used only in the furtherance of the objects of the Society.
viii) To do all such lawful things as are incidental or conducive to the objects.
ix) To maintain all documentation related to the Society and its’ members in a secure location
4. POWERS
The Society shall have all the powers conferred by section 25 of the Act.
5. MEMBERSHIP
5.1 Application
Any person who supports the objects of the Society and agrees to be bound by its rules and who applies for membership of the Society shall complete and sign an application form which will be forwarded to the Committee for ratification. The Committee may, in its absolute discretion, accept or refuse an application for membership of the Society by any person. Refusal of application will be communicated to the applicant in writing within 14 days of the decision stating reasons and the appeals process. Upon payment of the first annual subscription, the applicant shall be a member of the Society.
5.2 Honorary life membership.
This class of membership may be bestowed upon a member if recommended unanimously by the committee and endorsed by a majority at a General Meeting of members. Such a member shall be entitled to continuing membership benefits without payment of future subscription fees.
5.3 Subscription.
a) The subscription fees for membership shall be such sum as the members shall determine from time to time in general meeting.
b) The subscription fees shall be payable annually on 1 July or at a time that the committee determines.
c) Any member whose subscription is outstanding for more than three months after the due date for payment shall cease to be a member of the Society, provided always that the committee may reinstate such a person’s membership on such terms as it thinks fit.
5.4 Resignation.
A member may resign from membership of the Society by giving written notice to the secretary or public officer of the Society. Any resigning member shall be liable for any outstanding subscriptions which may be recovered as a debt due to the Society.
5.5 Expulsion of a Member
a) Subject to giving a member an opportunity to be heard or to make a written submission, the Committee may expel a member it considers unsuitable, or acting in a manner detrimental to the Society.
b) Particulars of the charge shall be communicated to the member at least one month before the meeting at which the matter will be determined.
c) That member shall forfeit all privileges of membership and all rights against the Society within 14 days after the determination of the Committee has been sent to the member.
d) A member shall have the right of appeal against the expulsion in general meeting with the Society.
e) In the event of an appeal under 5.5d, the appellant’s membership shall not be terminated unless the determination of the Committee to expel the members is upheld by the members of the Society after the appellant has been heard by the members, in which event, membership shall cease at the date of the general meeting at which the determination of the Committee is upheld.
5.6 Register of Members
a) A register of members shall be kept and contain the contact details, including email address (if available) and home address of each member,
b) the date on which each member was admitted to the Society, and
c) if applicable, the date of and reason(s) for termination of membership.
6 COMMITTEE
6.1 Powers and Duties.
a) The affairs of the Society shall be managed and controlled by a committee which in addition to any powers and authorities conferred by these rules may exercise all such powers and do such things as are within the objects of the Society, and are not covered by the Act or by these rules required to be done by the Society in general meeting.
b) The Committee has the management and control of the funds and other property of the Society.
c) The Committee shall have the authority to interpret the meaning of these rules and other matter relating to the Society’s affairs on which these rules are silent.
d) The Committee shall appoint a public officer as required by the Act.
6.2 Appointment.
a) Society members shall elect from amongst themselves:
• an executive committee consisting of President, Vice President, Secretary and Treasurer and up to 7 other committee members.
b) A committee member shall be a natural person.
c) At each annual general meeting all members of the committee shall retire and will be eligible for re-election.
d) A retiring committee member shall be eligible to stand for re-election without nomination. No other person shall be eligible to stand for election unless they have nominated at least 28 days before the meeting by completing a nomination form and forwarding it by mail or email to the Secretary of the Society
f) The committee may appoint a person to fill a casual vacancy, and such a committee member shall hold office until the next annual general meeting of the Society and shall be eligible for election to the committee without nomination.
6.3 Committee Proceedings.
a) The committee shall meet together for the dispatch of business at least 8 times per year.
b) Questions arising at any meeting of the committee shall be decided by a majority of votes, and in the event of equality of votes the chairperson shall have a casting vote in addition to a deliberative vote.
c) A quorum for a meeting of the committee shall be one half of the members of the committee.
d) A member of the committee having a direct or indirect pecuniary interest in a contract or proposed contract with the Society must disclose the nature and extent of that interest to the committee as required by the Act, and shall not vote with respect to that contract or proposed contract. The member of the committee must disclose the nature and extent of his or her interest in the contract at the next annual general meeting of the Society.
6.4 Disqualification of Committee Members,
The office of committee member shall become vacant if a committee member is:
i) disqualified by the Associations Incorporations Act;
ii) expelled under these rules;
iii) permanently incapacitated by ill health;
iv) absent without apology from more than three committee meetings in a financial year.
7 THE SEAL:
a) The Society shall have a common seal upon which its corporate name shall appear in legible characters.
b) The seal shall not be used without the express authorisation of the committee, and every use of the seal shall be recorded in the minute book of the Society. The affixing of the seal shall be witnessed by the chairperson and the secretary.
c) The seal shall be kept in the custody of the Secretary or an Authorised Person.
8 GENERAL MEETINGS
8.1 Annual general meetings
a) The committee shall call an annual general meeting in accordance with the Act and these rules.
b) An annual general meeting shall be held every year within five months after the end of the Society’s financial year.
c) The order of the business at the meeting shall be:
i) the confirmation of the minutes of the previous annual general meeting and of any special general meeting held since that meeting
ii) the consideration of the accounts and reports of the committee and the auditor’s report
iii) the election of committee members
iv) the appointment of auditors
v) any other business requiring consideration by the Society in general meeting.
8.2 Special general meeting
a) The committee may call a special general meeting of the Society at any time.
b) Upon a requisition in writing of not less than 10 members of the Society, the committee shall, within one month of the receipt of the requisition, convene a special general meeting for the purpose specified in the requisition.
c) Every requisition for a special general meeting shall be signed by the relevant members and shall state the purpose of the meeting.
d) If a special general meeting is not convened within one month, as required by 8.2b above, the requisitionists, or at least 50% of their number, may convene a special general meeting. Such a meeting shall be convened in the same manner as nearly as practical as a meeting convened by the committee, and for this purpose the committee shall ensure that the requisitionists are supplied free of charge with particulars of the members entitled to receive a notice of meeting. The reasonable expenses of convening and conducting such a meeting shall be borne by the Society.
8.3 Notice of general meetings
a) Subject to 8.3b, at least 14 days notice of any general meeting shall be given to members. The notice shall set out where and when the meeting will be held, and particulars of the nature and order of the business to be transacted at the meeting.
b) Notice of a meeting at which a special resolution is to be proposed shall be given at least 21 days prior to the date of the meeting.
c) A notice may be given by the Society to any member by serving the member with the notice personally, to the nominated email address, or by sending it by post to the address appearing in the register of members. (See rule 5.6.)
d) Where a notice is sent by post:
i) the service is effected by properly addressing, prepaying and posting a letter or packet containing the notice, and
ii) unless the contrary is proved, service will be taken to have been effected at the time at which the letter or packet would be delivered in the ordinary course of post.
8.4 Proceedings at general meetings
a) Ten members present personally or by proxy shall constitute a quorum for the transaction of business at any general meeting.
b) If within 30 minutes after the time appointed for the meeting a quorum of members is not present, a meeting convened upon t
