Canberra Musicans Club Constitution

the Act means the Associations Incorporation Act 1991

the association means the incorporated association named ‘Canberra Musicians Club Incorporated’

the committee means the group as described in section 18 of these rules

financial year means the year ending on 30 June

member means a member however described of the association

the Regulations means the Associations Incorporation Regulation 1991

secretary means the person holding office under these rules as secretary of the association or if no such person holds that office the public officer of the association

Note: A definition applies except so far as the contrary intention appears (see section 155 of the Legislation Act 2001).

4. Purpose

The association will adopt such measures as would seem appropriate to it to generally foster interest in, knowledge about, and enjoyment of:

1. the cultural enrichment of the ACT and the surrounding region of musicians and their associates

2. the development of new musical and cross cultural arts events, and

3. a commitment to developing the potential of young musicians and those persons socially disadvantaged within the immediate community.

5. Powers of the association

The association may do any lawful thing as may be incidental or conducive to the attainment of its purpose as described in section 4 of these rules.

6. Income and property

The income and property of the association however derived shall be applied solely towards the promotion of its purpose as described in section 4 of these rules.

Part 1.2 Membership

7 Membership qualifications

(1) There are two categories of membership of the association:

(a) full membership, and

(b) associate membership.

(2) A person is qualified to be a full member of the association if:

(a) he/she supports the purpose of the association as described in section 4 of these rules, and

(b) is a person mentioned in paragraph 21(2)(a) or (b) of the Act and has not ceased to be a full member of the association at any time after incorporation under the Act, and

(c) is an inaugural member of the association, or

(d) is an associate member of the association who has been invited by a majority vote of the committee to become a full member.

(3) As soon as is practicable after receiving any nomination for membership (see Appendix 1) the secretary must refer the nomination to the committee which must decide whether to invite the nominee to become a member.

(4) If the committee decides to invite the nominee to become a member of the association the secretary must notify the nominee as soon as may be practicable and request the nominee to pay within 28 days after receipt of that notification the total sum payable under these rules as will satisfy the entrance fee and the first year’s annual subscription.

(5) The secretary must on payment by the nominee of all due amounts as described enter the nominee’s name in the register of members and on the name being so entered the nominee becomes a member of the association.

(6) A person may become an associate member of the association by either:

(a) nomination by a full member and payment of the required fee, or

(b) notifying the association of a wish to be on its news distribution list and payment of the required fee.

8 Membership - entitlement to vote

Only persons who qualify as described in subsection 7(2) of these rules and who subsequently become full members of Canberra Musicians Club Incorporated may vote at meetings.

9 Membership - entitlements not transferable

A right, privilege or obligation that a person has because of being a member of the association:

(1) cannot be transferred or transmitted to another person, and

(2) terminates on cessation of the person’s membership.

10 Membership - cessation of

A person ceases to be a member of the association if the person:

(1) dies or for a corporation is wound up, or

(2) resigns from membership of the association, or

(3) is expelled from the association, or

(4) fails to renew membership of the association.

11 Membership - resignation of

(1) A member is not entitled to resign from membership of the association except in accordance with this section.

(2) A member who has paid all amounts payable by the member to the association may resign from membership of the association by first giving notice (of not less than 1 month or if the committee has determined a shorter period that shorter period) in writing to the secretary of the member’s intention to resign and at the end of the period of notice the member ceases to be a member.

(3) A member whose membership subscription remains unpaid for two complete calendar years shall be deemed to have resigned membership and shall automatically cease to be a member.

(4) If a person ceases to be a member the secretary must make an appropriate entry in the register of members recording the date the member ceased to be a member.

12 Fees, subscriptions etc

(1) The entrance fee shall be determined by the annual general meeting.

(2) Annual membership fees shall be determined by the annual general meeting.

(3) Annual membership fees are payable:

(a) except as provided by paragraph (b) of this section - before 1 October in each calendar year, or

(b) if a person becomes a member on or after 1 October in any calendar year - before 1 October in each succeeding calendar year.

13 Members’ liabilities

The liability of a member to contribute towards the payment of the debts and liabilities of the association or the costs, charges and expenses of the winding up of the association is limited to the amount (if any) unpaid by the member in relation to membership of the association as required by section 12 of these rules.

14 Disciplining of members

(1) If the committee is of the opinion that a member:

(a) has persistently refused or neglected to comply with a provision of these rules, or

(b) has persistently and wilfully acted in a manner prejudicial to the interests of the association,

the committee may by resolution:

(c) expel the member from the association, or

(d) suspend the member from any rights and/or privileges of membership that the committee may decide for a period specified by the committee.

(2) A resolution of the committee under subsection (1) of this rule is of no effect unless the committee at a meeting held not earlier than 14 days and not later than 28 days after service on the member of a notice under subsection (3) next confirms the resolution in accordance with this section.

(3) If the committee passes a resolution under subsection (1) of this rule the secretary must as soon as practicable serve a written notice on the member:

(a) setting out the resolution of the committee and the grounds on which it is based

(b) stating that the member together with one support person may address the committee at a meeting to be held not earlier than 14 days and not later than 28 days after service of the notice

(c) stating the date place and time of that meeting, and

(d) informing the member that he/she may:

(i) attend and speak at that meeting and/or

(ii) submit to the committee at or before the date of that meeting written representations relating to the resolution.

(4) Subject to section 50 of the Act, at a meeting of the committee mentioned in subsection 14(2) of these rules, the committee must:

(a) provide opportunity for the member to make oral representations

(b) give due consideration to any written representations submitted to the committee at or before the meeting, and

(c) by resolution decide whether to confirm or revoke the resolution of the committee made under subsection 14(1) of these rules.

(5) If the committee confirms a resolution under subsection 14(4) of these rules the secretary must within seven days after that confirmation by written notice inform the member of that confirmation and of the member’s right of appeal under section 15 of these rules.

(6) A resolution confirmed by the committee under subsection 14(4) does not take effect:

(a) until the end of the period within which the member is entitled to appeal against the resolution if the member does not exercise the right of appeal within that period, or

(b) if within that period the member exercises the right of appeal - unless and until the association confirms the resolution in accordance with subsection 15(4) of these rules.

15 Right of appeal of disciplined member

(1) A member may appeal to the association in general meeting against a resolution of the committee that is confirmed under subsection 14(4) of these rules within seven days after notice of the resolution is served on the member by lodging with the secretary a notice to that effect.

(2) On receipt of a notice under subsection 15(1) of these rules the secretary must notify the committee which must call a general meeting of the association to be held within 21 days after the date when the secretary received the notice or as soon as possible after that date.

(3) Subject to section 50 of the Act at a general meeting of the association called under subsection 15(2) of these rules:

(a) no business other than the question of the appeal may be transacted

(b) the committee and the member must be given the opportunity to make representations in relation to the appeal orally or in writing or both, and

(c) the members present must vote by secret ballot on the question of whether the resolution made under subsection 14(4) of these rules should be confirmed or revoked.

(4) If the meeting passes a special resolution in favour of the confirmation of the resolution made under subsection 14(4) of these rules that resolution is confirmed.

Part 1.3 Committee

16 Powers of committee

The committee, subject to the Act, the Regulations, these rules and to any resolution passed by the association in general meeting:

(1) controls and manages the affairs of the association

(2) may exercise all functions that may be exercised by the association other than those functions that are required by these rules to be exercised by the association in general meeting, and

(3) has power to perform all acts and do all things that appear to the committee to be necessary or desirable for the proper management of the affairs of the association.

17 Constitution and membership

(1) The committee is constituted of the office-bearers of the association.

(2) The office-bearers of the association are:

(a) the president

(b) the vice-president

(c) the treasurer, and

(d) the secretary.

(3) Each member of the committee holds office subject to these rules until the conclusion of the annual general meeting following the date of the member’s election but is eligible for re-election.

(4) If there is a vacancy in the membership of the committee the committee may appoint a member of the association to fill the vacancy and the member so appointed holds office subject to these rules until the conclusion of the next annual general meeting after the date of the appointment.

18 Election of committee members

(1) Nominations of candidates for election as office-bearers of the association:

(a) must be made in writing signed by two full members of the association and accompanied by the written consent of the candidate (which may be endorsed on the nomination form), and

(b) must be given to the secretary of the association not less than seven days before the date fixed for the annual general meeting at which the election is to take place.

(2) If insufficient nominations are received to fill all vacancies on the committee the candidates nominated are taken to be elected and further nominations may be received at the annual general meeting.

(3) If insufficient further nominations are received any vacant positions remaining on the committee are taken to be vacancies.

(4) If the number of nominations received is equal to the number of vacancies to be filled the people nominated are taken to be elected.

(5) If the number of nominations received exceeds the number of vacancies to be filled a ballot must be held.

(6) The ballot for the election of office-bearers and ordinary committee members must be conducted at the annual general meeting in the way the committee may direct.

(7) A person is not eligible to simultaneously hold more than one position on the committee.

19 Secretary

(1) The secretary of the association must as soon as practicable after being appointed as secretary notify the association of his or her address.

(2) The secretary must keep minutes of:

(a) all elections and appointments of office-bearers and ordinary committee members

(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 person presiding at the meeting or by the person presiding at the next succeeding meeting.

20 Treasurer

The treasurer of the association must:

(1) collect and receive all amounts owing to the association and make all payments authorised by the association, and

(2) keep correct accounts and books showing the financial affairs of the association with full details of all receipts and expenditure connected with the activities of the association.

21 Vacancies

(1) A vacancy in the office of a member of the committee happens if the member:

(a) dies

(b) ceases to be a member of the association

(c) resigns the office

(d) is removed from office under section 22 of these rules (Removal of committee members)

(e) becomes an insolvent under administration within the meaning of the Corporations Act 2001

(f) suffers from mental or physical incapacity

(g) is disqualified from office under subsection 63(1) of the Act, or

(h) is absent without the consent of the committee from all meetings of the committee held during a period of six months.

22 Removal of committee members

The association in general meeting may by resolution subject to section 50 of the Act remove any member of the committee from the office of member of the committee before the end of the member’s term of office.

23 Committee meetings and quorum

(1) The committee must meet at least three times in each calendar year at the place and time that the committee may decide.

(2) Additional meetings of the committee may be called by any member of the committee.

(3) Oral, written or electronic notice of a meeting of the committee must be given by the secretary to each member of the committee at least 48 hours (or any other period that 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 subsection 23(3) of these rules must specify the general nature of the business to be transacted at the meeting and no business other than that business may be transacted at the meeting except business that the committee members present at the meeting unanimously agree to treat as urgent business.

(5) Any three members of the committee constitute a quorum for the transaction of the business of a meeting of the committee.

(6) No business may be transacted by the committee unless a quorum is present and if within half an hour after the time appointed for the meeting a quorum is not present the meeting stands adjourned to the same place and at the same hour of the same day in the following week.

(7) If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the meeting the meeting is dissolved.

(8) At meetings of the committee:

(a) the president or, in the absence of the president, the vice-president presides, or

(b) if the president and the vice-president are absent - one of the remaining members of the committee may be chosen by the members present to preside.

24 Delegation by committee to subcommittee

(1) The committee may in writing delegate to one or more subcommittees (consisting of the member or members of the association that the committee considers appropriate) the exercise of the functions of the committee that are specified in the instrument other than:

(a) this power of delegation, and

(b) a function that is a function imposed on the committee by the Act by any other Territory law or by resolution of the association in general meeting.

(2) A function the exercise of which has been delegated to a subcommittee under this section may, while the delegation remains unrevoked, be exercised from time to time by the subcommittee in accordance with the terms of the delegation.

(3) A delegation under this section may be made subject to any conditions or limitations about the exercise of any function or about time or circumstances that may be specified in the instrument of delegation.

(4) Despite any delegation under this section the committee may continue to exercise any function delegated.

(5) Any act or thing done or suffered by a subcommittee acting in the exercise of a delegation under this section has the same force and effect as it would have if it had been done or suffered by the committee.

(6) The committee may in writing revoke wholly or in part any delegation under this section.

(7) A subcommittee may meet and adjourn as it considers appropriate.

25 Voting and decisions

(1) Questions arising at a meeting of the committee or of any subcommittee appointed by the committee are decided by a majority of the votes of members of the committee or subcommittee present at the meeting.

(2) Subject to section 8 of these rules 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 if the votes on any question are equal the person presiding may exercise a second or casting vote.

(3) Subject to subsection 23(5) of these rules 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 1.4 General meetings

26 Annual general meetings - holding of

(1) With the exception of the first annual general meeting of the association the association must at least once in each calendar year and within five months after the end of each financial year of the association call an annual general meeting of its members.

(2) The association must hold its first annual general meeting:

(a) within 18 months after its incorporation under the Act, and

(b) within five months after the end of the first financial year of the association.

(3) Subsections (1) and (2) of this rule have effect subject to the powers of the registrar-general under section 120 of the Act in relation to extensions of time.

27 Annual general meetings - calling of and business at

(1) The annual general meeting of the association must, subject to the Act, be called on the date and at the place and time that the committee considers appropriate.

(2) In addition to any other business that may be transacted at an annual general meeting the business of an annual general meeting is:

(a) to confirm the minutes of the last annual general meeting and of any general meeting held since that meeting

(b) to receive from the committee reports on the activities of the association during the last financial year

(c) to elect members of the committee including office-bearers, and

(d) to receive and consider the statement of accounts and the reports that are required to be submitted to members under subsection 73(1) of the Act.

(3) An annual general meeting must be specified as such in the notice calling it in accordance with section 29 of these rules.

(4) An annual general meeting must be conducted in accordance with the provisions of this part.

28 General meetings - calling of

(1) The committee may, whenever it considers appropriate, call a general meeting of the association.

(2) The committee must on the requisition in writing of not less than one third of the total number of members call a general meeting of the association.

(3) A requisition of members for a general meeting:

(a) must state the purpose or purposes of the meeting

(b) must be signed by the members making the requisition

(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 call a general meeting within one month after the date when a requisition of members for the meeting is lodged with the secretary any one or more of the members who made the requisition may call a general meeting to be held not later than three months after that date.

(5) A general meeting called by a member or members mentioned in subsection (4) of this rule must be called as nearly as is practicable in the same way as general meetings are called by the committee.

29 Notice

(1) Except if the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association the secretary must at least 14 days before the date fixed for the holding of the general meeting send by either electronic or prepaid 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 association the secretary must at least 21 days before the date fixed for the holding of the general meeting send notice to each member in the way provided in subsection (1) of this rule specifying in addition to the matter required under that subsection the intention to propose the resolution as a special resolution.

(3) No business other than that specified in the notice calling a general meeting may be transacted at the meeting except for an annual general meeting business that may be transacted under subsection 27(2) of these rules.

(4) A member desiring to bring any business before a general meeting may give written notice 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.

30 General meetings - procedure and quorum

(1) No item of business may 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) Five members or two-thirds of the membership, whichever is the smaller number, and who are present in person (and 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 30 minutes after the appointed time for the start of a general meeting a quorum is not present the meeting if called on the requisition of members is dissolved and in any other case stands adjourned to the same day in the following week at the same time and (unless another place is specified at the time of adjournment by the person presiding at the meeting or communicated by written notice to members given before the day to which the meeting is adjourned) at the same place.

(4) If at the adjourned meeting a quorum is not present within 30 minutes after the time appointed for the start of the meeting the members present (being not less than three) constitute a quorum.

31 Presiding member

(1) The president or, in the absence of the president, the vice-president presides at each general meeting of the association.

(2) If the president and the vice-president are absent from a general meeting the members present must elect one of their number to preside at the meeting.

32 Adjournment

(1) The person presiding at 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 may 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 association 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 subsections (1) and (2) of this rule 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.

33 Making of decisions

(1) A question arising at a general meeting of the association is to be decided 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 person presiding 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 minute book of the association 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 association a poll may be demanded by the person presiding or by not less than three members present in person or by proxy at the meeting.

(3) If the poll is demanded at a general meeting the poll must be taken:

(a) immediately if the poll relates to the election of the person to preside at the meeting or to the question of an adjournment, or

(b) in any other case - in the way and at the time before the close of the meeting that the person presiding directs and the resolution of the poll on the matter is taken to be the resolution of the meeting on that matter.

34 Voting

(1) Subject to section 8 and subsection 34(3) of these rules on any question arising at a general meeting of the association a member has one vote only.

(2) All votes must be given personally or by proxy but no member may hold more than five proxies.

(3) If the votes on a question at a general meeting are equal the person presiding is entitled to exercise a second or casting vote.

(4) A member or proxy is not entitled to vote at any general meeting of the association unless all money due and payable by the member or proxy to the association has been paid other than the amount of the annual subscription payable for the then current year.

35 Appointment of proxies

(1) Each member is entitled to appoint another member as proxy by notice given to the secretary no later than 24 hours before the time of the meeting for which the proxy is appointed.

(2) The notice appointing the proxy must be in the form set out in Appendix 2.

Part 1.5 Miscellaneous

36 Funds - source

(1) The funds of the association must be derived from entrance fees and annual subscriptions of members, donations and, subject to any resolution passed by the association in general meeting and subject to section 114 of the Act, any other sources that the committee decides.

(2) All money received by the association must be deposited as soon as practicable and without deduction to the credit of the association’s bank account.

(3) The association must as soon as practicable after receiving any money issue an appropriate receipt.

37 Funds - management

(1) Subject to any resolution passed by the association in general meeting the funds of the association must be used for the objects of the association in the way that the committee decides.

(2) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by any two members of the committee or employees of the association being members of the committee or employees authorised to do so by the committee.

38 Alteration of objects and rules

Neither the objects of the association mentioned in accordance with section 29 of the Act nor these rules may be altered except in accordance with the Act.

39 Common seal

(1) The common seal of the association must be kept in the custody of the secretary.

(2) The common seal must not be attached to any instrument except by the authority of the committee and the attaching of the common seal must be attested by the signatures either of two members of the committee or of one member of the committee and of the secretary.

40 Custody of books

Subject to the Act, the Regulations and these rules the secretary must keep in his or her custody or under his or her control all records books and other documents relating to the association.

41 Inspection of books

The records books and other documents of the association must be open to inspection at a place in the ACT free of charge by a member of the association at any reasonable hour.

42 Service of notice

(1) For these rules a notice may be served by or on behalf of the association on any member either personally or by sending it by post to the member at the member’s address shown in the register of members.

(2) If a document is sent to a person by properly addressing, prepaying and posting to the person a letter containing the document the document is taken for these rules unless the contrary is proved to have been served on the person at the time when the letter would have been delivered in the ordinary course of post.

43 Surplus property

(1) At the first general meeting of the association the association must pass a special resolution nominating:

(a) another association for paragraph 92(1)(a) of the Act, or

(b) a fund authority or institution for paragraph 92(1)(b) of the Act in which it is to vest its surplus property in the event of the dissolution or winding up of the association.

(2) An association nominated under subsection (1)(a) of this rule must fulfil the requirements specified in subsection 92(2) of the Act.

Appendix 1
(see s 7)

Application for Associate Membership of Canberra Musicians Club Incorporated
(incorporated under the Associations Incorporation Act 1991)

I ......................................................................................................................
(full name of applicant)

of .....................................................................................................................
(address)

..................................................................................
(occupation)

herewith apply to become an associate member of the Canberra Musicians Club Incorporated. If I am admitted I agree to be bound by the Rules of Association of Canberra Musicians Club Incorporated for the time being in force.

....................................................... Date ......./........../...............
(Signature of applicant)

I .....................................................................................................................
(full name)

being a full member of Canberra Musicians Club Incorporated nominate the applicant who is personally known to me for associate membership of Canberra Musicians Club Incorporated.

....................................................... Date ......./........../...............
(Signature of nominator)

I .....................................................................................................................
(full name)

being a full member of Canberra Musicians Club Incorporated second the nomination of the applicant who is personally known to me for associate membership of Canberra Musicians Club Incorporated.

....................................................... Date ......./........../...............
(Signature of seconder)

Appendix 2
(see s 35(2))

Form of appointment of proxy

I .....................................................................................................................
(full name)

of ...................................................................................................................
(address)

being a full member of Canberra Musicians Club Incorporated appoint:

........................................................................................................................
(full name of proxy)

of ....................................................................................................................
(address)

a full member of Canberra Musicians Club Incorporated as my proxy to vote for me on my behalf at the general meeting of the association (annual general meeting or other general meeting as the case may be) to be held on:

.........................................................................................................................
and at any adjournment of that meeting.

*My proxy is authorised to vote in favour of/against (delete as appropriate) the resolution (insert details).

.........................................................................................................................
.........................................................................................................................
.........................................................................................................................
.........................................................................................................................
.........................................................................................................................
.........................................................................................................................
.........................................................................................................................
.........................................................................................................................

(Signature of member appointing proxy)

(*To be inserted if desired.)

Date ................................

Note: A proxy vote may not be given to a person who is not a member of the association.

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