Constitution of the Dutch Tasmanian Connection Inc.
An Association registered under the “Associations Incorporation Act, 1964.”
NAME
1. (1) The name of the organisation shall be the Dutch Tasmanian Connection Inc.
(2) The office of the organisation shall be at 14 Maranoa Road, Kingston, Tasmania, and its website will be www.dutchtasmanianconnection.com or such other place or address as the Committee may from time to time decide.
INTERPRETATION
2. In these rules, unless a contrary intention appears:-
(a) ‘committee’ means the committee of management of the Organisation
(b) ‘ordinary committee member’ means the non-executive committee members(s) as defined in clause 22
(c) “General Meeting’ means a meeting of members convened in accordance with rule 13.
(d) each gender reference is deemed to include the other gender
(e) unless the contrary opinion appears, the singuar shall include the plural and the plural shall include the singular
(f) a general proposition shall be read subject to any qualifying proposition
g) expressions referring to writing shall include any mode of representing or reproducing words in a visible form
AIM and PURPOSE
3. (1) The basic aim and purpose of the Organisation is:-
(a) the preservation of the cultural and historical heritage that links Tasmania with the Netherlands
(b) sharing and promoting the strengths in, and between, the Netherlands and Tasmania
(c) recording, sharing and promoting the good that has been achieved by Netherlanders in Tasmania, and opportunities for the future
(d) incidentally organising social and cultural activities to achieve the above
(2) In furtherance of the basic aim and purpose, the objects of the Organisation shall include:-
(a) the purchase, taking in exchange or otherwise acquiring real property
(b) buying, selling, supplying or dealing in goods of any kind
(c) construction, maintenance or alteration of buildings or works necessary or convenient for any of the objects or purposes of the Organisation
(d) the accepting of any gift excepting if such acceptance binds the Organisation to perform contrary to its basic aim and purpose
(e) such action as the Organisation may from time to time deem expedient for the purpose of procuring donations to its funds
(f) the printing and publishing of any document whether in physical or electronic form considered desirable for the promotion of the basic aims and purposes of the organisation
(g) the borrowing and raising of money on such terms as the Organisation sees fit
(h) subject to the Trustees Act 1898 invest the monies of the Organisation in any manner the Committee determines
(i) the purchase, acquisition or undertaking of all or any part of the property assets and engagements of any association which has become or is being amalgamated with the Organisation
(j) all such other lawful acts as are incidental or conducive to attainment of the basic aims and objects of the Organisation
PATRON
4. The Organisation may by a resolution of a General Meeting invite a person identified by that resolution to become a patron of the Organisation.
MEMBERS
5. (1) A person (an individual person or organisation) who is nominated and approved for membership as provided in these Rules is eligible to be a Member of the Organisation on payment of an annual subscription fixed under these Rules or as otherwise provided for under these Rules.
(2) There shall be the following classification of membership:-
(a) An individual member shall be an individual accepted by the Committee
(b) An ‘Honorary Member’ shall be a person upon whom the Committee may, in recognition of special service to the Organisation, confer such title for a period of time, as determined by the Committee.
(c) A ‘Life Member’ shall be an individual who has in the written opinion of three-quarters of the Committee rendered special, distinguished and continuing service, over a period of not less than twelve years, to the Organisation.
(d) Honorary and Life Members are exempt from all ordinary membership fees but shall be entitled to all the benefits and privileges of ordinary members.
ADMISSION TO MEMBERSHIP
6. (1) An individual may apply by lodging the appropriate form, as published from time to time on the website, with the Secretary and accompanied with the subscription fee.
(2) The Secretary shall present each application received to the next Committee meeting
(3) The Committee is free to deal with any application at any Meeting it sees fit to so do, and may accept or otherwise any application without any obligation to give reason(s)
(4) The Secretary shall advise the applicant of the success or otherwise of his application and publish the names of successful applicants in the Organisation newsletter and return the subscription tendered by unsuccessful applicants.
(5) Annual membership is valid from the close of business of the AGM until the close of business of the following AGM.
CESSATION OF MEMBERSHIP
7. (1) A member may resign at any time by delivering to the Secretary an unconditional and unqualified written notice signed and dated by the member.
(2) Such notice shall be effective immediately on receipt by the Secretary and:-
(a) every right and privilege of the member will cease
(b) every obligation of the member will cease except in respect to Clause 8 (1) (a) of these Rules
(3) No right, privilege or obligation of a member shall be capable of transfer, transmission or assignment.
(4) A member shall cease to be a member if:-
(a) he resigns
(b) should the member sell or destroy or permit, arrange encourage or instigate such sale or destruction of any of the real property of the Organisation
(c) his subscription is more than three months overdue and the Committee so decides.
(5) The Committee may, by a two-thirds majority decision, terminate a membership if, in the opinion of the Committee, the member has been guilty of conduct detrimental to the interests of the Organisation. Notification of such decision is to be made in writing and specify the reasons for the decision. Expelled members have the right to call, within 14 days, a Special General Meeting to appeal the decision.
WINDING UP
8. (1) In the event the Organisation is wound up or dissolved:-
(a) every member is liable to contribute an amount not exceeding the amount of any unpaid membership subscription as may be required.
(b) Surplus assets shall be made available to those organisations:-
(i) sympathetic to the aims of this Organisation
(ii) With Australian Tax Office Designated Gift Recipient status
(iii) as determined, subject to the above, by resolution of the members at a Special General Meeting called for the purpose of disposing of assets.
INCOME AND PROPERTY
9. (1) The income and property of the Organisation, however derived, shall be applied solely towards the objects and purposes of the Organisation.
(2) The Organisation shall not pay any member any monies whatsoever except for reimbursement of out of pocket expenses or for services rendered or goods supplied by a member to the Organisation in the ordinary course of business.
(3) An inventory of the real property of the Organisation shall be maintained in Schedule “A” as attached to the end of this document.
RECEIPTS and EXPENDITURE
10.(1) The Treasurer, or such other person as may be nominated by the Committee, shall receive all money paid to the Organisation and issue a receipt for same on request.
(2) The Treasurer or such other person as may be nominated by the Committee shall promptly deposit all monies received on behalf of the Organisation into its Bank account.
(3) All payments made on behalf of the Organisation shall be auhorised by the Committee and recorded in the Minutes.
(4) The Treasurer shall faithfully keep all accounting books and records of receipts and expenditure of the Organisation in such form and manner as the Committee directs.
(5) The Treasurer shall make regular reports detailing the receipts and disbursements and the financial status of the Organisation to the Committee from time to time at their behest.
(6) The Treasurer shall draft an Income and Expediture Statement and a Balance Sheet at the end of every financial year and present same with all records from which the accounts are derived to the Auditor of the Organisation. Additionally, the Treasurer shall supply all explanations requested by the Auditor concerning the accounts.
AUDITOR
11 (1) The AGM will affirm the appointment of the Auditor.
(2) The Committee will appoint the Auditor.
(3) An Auditor’s term of appointment begins at the close of the AGM at which he is affirmed and ceases when the next appointment is made.
(4) The Auditor shall verify in writing concerning the accounts according to the standards of his profession.
ANNUAL GENERAL MEETING
12(1) The Organisation shall hold an annual General Meeting annually within three months of the close of the previous financial year.
(2) The financial year is equal to the calendar year.
(3) The notice for an Annual General Meeting shall specify the nature of the meeting and notice shall be given at least two weeks prior to the meeting date in the newsletter of the Organisation.
(4) The ordinary business of the Annual General Meeting shall be
(a) to confirm the minutes of the previous Annual General Meeting
(b) to receive from the Committee and the Auditor reports on the transactions of the preceding year
(c) to elect the Executive Officers and the Ordinary Committee members
(d) to transact special business of which due notice has been given.
SPECIAL GENERAL MEETING
13.(1) The Committee may convene a Special General Meeting at any time.
(2) A Special General Meeting must be convened at the written request of ten or more members
(3) A requisition for a Special General Meeting shall state the objects of the meeting and shall be signed by the requisitionists and and deposited at the office of the Organisation.
(4) The requisitionists may convene the Special General Meeting if the Committee fails to do so within twentyone days from the lodging of the requisition and within ninety days.
(5) A Special General Meeting convened by the requisitionists shall be convened as nearly as possible in the same manner as an ordinary Meeting and the requisitionists may be reimbursed for all out of pocket expenses incurred in calling, notifying and holding such Meeting.
GENERAL MEETINGS and QUORUMS
14(1) The Secretary of the Organisation shall advertise the dates of General meetings at least 14 days before each meeting in the newsletter and on the website of the Association.
(2) No business shall be dealt with at any Meeting unless a Quorum of members is present.
(3) A quorum for any Meeting shall be more than fifty percent of members personally present.
(4) If a quorum is not present within half an hour of the advertised start time the meeting shall be adjourned to the same time and place in the following week and those then present shall be deemed to be a quorum.
(5) The President shall preside at all meetings excepting in his absence the Meeting may elect one of their number to preside.
(6) If a Meeting is adjourned, only the unfinished business may be dealt with at the adjourned Meeting.
DETERMINATION of QUESTIONS ARISING at MEETINGS
15. A question before a meeting shall be determined by a simple majority on a show of hands and, unless before or on the declaration of the result, a ballot is demanded, a declaration by the person presiding that a resolution has, on a show of hands, been carried, or carried unanimously or by a declared margin, or lost, together with an entry in accordance with such declaration in the minute book of the Organisation, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour or against that resolution.
VOTES
16(1) Every member is entitled to attend any meeting of the Organisation
(2) Each individual member or organisation member has one equal individual vote.
(3) Members may vote personally at any meeting or by postal vote if a voting slip is requested from the Secretary no less than seven days before a meeting and returned 24 hours before the starting time of the meeting.
(4) In the case of equality of voting on a question the person presiding over the meeting is entitled to a second vote.
(5) Non-Committee members have no voting rights at Committee meetings.
(6) If at a Meeting a Poll on any question is demanded, it shall be taken in such manner as the Chairman of the meeting directs and the result of the poll shall be binding.
MANAGEMENT of the ORGANISATION
17.(1) The affairs of the Organisation shall be managed by a Committee as stipulated by these rules [this constitution].
(2) The Committee members shall act in the bona fide interests of the Organisation and in good faith, and exercise due care and diligence.
OFFICERS of the ORGANISATION
18.(1) The Committee shall be comprised of the following officers:-
(a) a President
(b) a Treasurer
(c) a Secretary and Public Officer
(d) two ordinary members
(2) A nomination of a member for election as an officer shall be in writing signed by two nominating members and the nominee.
(3) A nomination must specify the office for which the nominee stands.
(3) Nominations must be lodged with the Secretary at least 14 days prior to the pending Annual General Meeting.
(4) In the event of lack of nominations for any office, nominations may be made from the floor for those vacancies.
(5) The period of office is from the end of the Annual General Meeting until the close of the following Annual General Meeting.
(6) In the case of a casual vacancy, the Committee may appoint a Member to fill the vacancy until the next following Annual General Meeting.
(7) Voting will be by secret ballot for contested positions at the direction of the President, and by acclamation for non-contested positions.
(8) The President shall declare the results of all or any polling and declare the result to the Meeting.
VACATION of OFFICE
19. (1) An office shall become vacant in the event the Office holder shall
(a) die; or
(b) becomes bankrupt; or
(c) becomes of unsound mind; or
(d) resigns by writing to the Committee; or
(e) ceases to be a resident of Tasmania; or
(f) fail to attend three consecutive Committee meetings, excepting if leave granted by the Committee; or
(g) fail to pay any portion of his annual subscription within fourteen days of the close of the AGM.
COMMITTEE MEETINGS
20.(1) The Committee shall normally meet every month prior to a function or event of the Organisation or within three months of the previous meeting in the absence of an impending function or event.
(2) Meetings shall be held at a place and time as the Committee may from time to time determine.
(3) Notice of meetings will be advised to Committee Members by email and advertised in the newsletter and the website of the Organisation. Officers will provide reports as appropriate and as determined by the Committee.
(4) Where Committee members are polled between regular meetings via email for an opinion on a matter, all submissions on the question will be tabled at the next meeting.
(5) Minutes of all meetings will be distributed to all officers as soon as possible after each meeting.
DISCLOSURE of INTEREST in CONTRACTS
21.(1) A Member of the Committee who is interested directly or indirectly in any contract or arrangement made or proposed to be made with the Organisation shall disclose that interest as soon as practical to the Committee.
(2) No Committee Member with a vested interest in any contract or proposed arrangement shall remain in a meeting of the Committee during consideration of same.
SUB-COMMITTEES
22.(1) The Committee may at any time appoint a sub-Committee comprised of Members or of members of the Committee or both, and the Committee shall nominate the Presiding Person of each sub-Committee and shall specify the purpose of each sub-Committee.
(2) The Committee may at any time change the membership or purpose of a sub-Committee.
(3) The Committee may appoint a person as an advisor to a sub-Committee and may remunerate such person at it sees fit if that person is not a member and that person shall be entitled to attend meetings but shall have no voting rights.
(4) The Presiding Person of each sub-Committee shall report to the Committee as requested by them.
(5) A sub-Committee may consist of one person especially appointed to represent the Organisation in external bodies as the Committee deems desireable from time to time.
ANNUAL SUBSCRIPTION
23.(1) Every Member, other than an Honorary or Life Member shall pay an annual subscription in advance.
(2) The annual subscription must be paid within fourteen days of the AGM to validate the membership.
(3) The Committee shall determine the subscription fee for the coming year at the last meeting of the current year.
THE SEAL
24. The Common Seal of the Organisation shall be in the care of the Secretary or such other Officer of the Committee as the Committee may from time to time nominate, and shall not be fixed to any document except on a resolution to that effect by the Committee and then shall be affixed in the presence of three Officers, each of whom shall sign the document as attesting witness. Such attestation is sufficient for all purposes that the Seal was fixed by authority of the Committee.
ALTERATION of RULES
25. (1) A proposal for alteration repeal suspension or amendment of these Rules, and a proposal for a new rule shall be recommended by or approved by the Committee, and thereafter shall be submitted to Members in General Meeting as a proposal, and if passed shall become a Special Resolution.
(2) The notice for a General Meeting at which it is proposed to present a new or amended rule shall include the proposed or amended rule and a resume of its intention.