Constitution

Part 0 Objects

Increase the skills and resilience of our community.

Improve the physical and mental health of our community.

Reduce wastage of food, water and petrol transportation in our community.

Create a beautiful habitat for ourselves and wildlife.

Part 1 Preliminary

1 Definitions

(1) In this constitution:

ordinary general-circle member means a member of the general-circle who is not an office-bearer of the association.

secretary means:

(a) the person holding office under this constitution as secretary of the association, or

(b) if no person holds that office – the public officer of the association.

special full community meeting means a full community meeting of the association other than an annual full community meeting.

An objection is an argument relating to a (proposed) agreement or activity that reveals unintended consequences you’d rather avoid, or that demonstrates worthwhile ways to improve.

the Act means the Associations Incorporation Act 2009.

the Regulation means the Associations Incorporation Regulation 2016.

(2) In this constitution:

(a) a reference to a function includes a reference to a power, authority and duty, and

(b) a reference to the exercise of a function includes, if the function is a duty, a reference to the performance of the duty.

(3) The provisions of the Interpretation Act 1987 apply to and in respect of this constitution in the same manner as those provisions would so apply if this constitution were an instrument made under the Act.



Part 2 Membership

2 Membership generally

(1) A person is eligible to be a member of the association if:

(a) the person is a natural person, and

(b) the person has applied and been approved for membership of the association in accordance with clause 3.

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

(a) the person is a natural person, and

(b) the person was:

(i)  in the case of an unincorporated body that is registered as the association – a member of that unincorporated body immediately before the registration of the association, or

(ii) in the case of an association that is amalgamated to form the relevant association – a member of that other association immediately before the amalgamation, or

(iii) in the case of a registrable corporation that is registered as an association – a member of the registrable corporation immediately before that entity was registered as an association.

(3) A person is taken to be a member of the association if the person was one of the individuals on whose behalf an application for registration of the association under section 6 (1) (a) of the Act was made.

3 Application for membership

(1) An application by a person for membership of the association:

(a) must be made in writing (including by email or other electronic means, if the general-circle so determines) in the form determined by the general-circle, and

(b) must be lodged (including by electronic means, if the general-circle so determines) with the secretary of the association.

(2) As soon as practicable after receiving an application for membership, the secretary must refer the application to the general-circle, which is to determine whether to approve or to reject the application.

(3) As soon as practicable after the general-circle makes that determination, the secretary must:

(a) notify the applicant in writing (including by email or other electronic means, if the general-circle so determines) that the general-circle approved or rejected the application (whichever is applicable), and

(b) if the general-circle approved the application, request the applicant to pay (within the period of 28 days after receipt by the applicant of the notification) the sum payable under this constitution by a member as entrance fee and annual subscription.

(4) The secretary must, on payment by the applicant of the amounts referred to in subclause (3) (b) within the period referred to in that provision, enter or cause to be entered the applicant’s name in the register of members and, on the name being so entered, the applicant becomes a member of the association.

4 Cessation of membership

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

(a) dies, or

(b) resigns membership, or

(c) is expelled from the association, or

(d) fails to pay the annual membership fee under clause 8 (2) within 3 months after the fee is due.

5 Membership entitlements not transferable

A right, privilege or obligation which a person has by reason of being a member of the association:

(a) is not capable of being transferred or transmitted to another person, and

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

6 Resignation of membership

(1) A member of the association may resign from membership of the association by first giving to the secretary written notice of at least 1 month (or any other period that the general-circle may determine) of the member’s intention to resign and, on the expiration of the period of notice, the member ceases to be a member.

(2) If a member of the association ceases to be a member under subclause (1), and in every other case where a member ceases to hold membership, the secretary must make an appropriate entry in the register of members recording the date on which the member ceased to be a member.

7 Register of members

(1) The secretary must establish and maintain a register of members of the association (whether in written or electronic form) specifying the name and postal, residential or email address of each person who is a member of the association together with the date on which the person became a member.

(2) The register of members must be kept in New South Wales:

(a) at the main premises of the association, or

(b) if the association has no premises, at the association’s official address.

(3) The register of members must be open for inspection, free of charge, by any member of the association at any reasonable hour.

(4) A member of the association may obtain a copy of any part of the register on payment of a fee of not more than $1 for each page copied.

(5) If a member requests that any information contained on the register about the member (other than the member’s name) not be available for inspection, that information must not be made available for inspection.

(6) A member must not use information about a person obtained from the register to contact or send material to the person, other than for:

(a) the purposes of sending the person a newsletter, a notice in respect of a meeting or other event relating to the association or other material relating to the association, or

(b) any other purpose necessary to comply with a requirement of the Act or the Regulation.

(7) If the register of members is kept in electronic form:

(a) it must be convertible into hard copy, and

(b) the requirements in subclauses (2) and (3) apply as if a reference to the register of members is a reference to a current hard copy of the register of members.

8 Fees and subscriptions

(1) A member of the association must pay to the association an annual membership fee of $5 or, if some other amount is determined by the general-circle, that other amount:

(a) except as provided by paragraph (b), before the first day of the financial year of the association in each calendar year, or

(b) if the member becomes a member on or after the first day of the financial year of the association in any calendar year—on becoming a member and before the first day of the financial year of the association in each succeeding calendar year.

9 Members’ liabilities

The liability of a member of the association 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 respect of membership of the association as required by clause 8.

10 Resolution of tension and disputes

(1) Monthly meetings have an allocated time for expressing any tensions that arise. Members must express any tensions at this opportunity so that the general-circle can make adjustments to projects, roles and domains to alleviate the tension.

(2) A dispute between a member and another member (in their capacity as members) of the association, or a dispute between a member or members and the association, are to be referred to a Community Justice Centre for mediation under the Community Justice Centres Act 1983.

(3) If a dispute is not resolved by mediation within 3 months of the referral to a Community Justice Centre, the dispute is to be referred to arbitration.

(4) The Commercial Arbitration Act 2010 applies to a dispute referred to arbitration.

11 Disciplining of members

(1) A complaint may be made to the general-circle by any person that a member of the association:

(a) has refused or neglected to comply with a provision or provisions of this constitution, or

(b) has wilfully acted in a manner prejudicial to the interests of the association.

(2) The general-circle may refuse to deal with a complaint if it considers the complaint to be trivial or vexatious in nature.

(3) If the general-circle decides to deal with the complaint, the general-circle:

(a) must cause notice of the complaint to be served on the member concerned, and

(b) must give the member at least 14 days from the time the notice is served within which to make submissions to the general-circle in connection with the complaint, and

(c) must take into consideration any submissions made by the member in connection with the complaint.

(4) The general-circle may, by resolution, expel the member from the association or suspend the member from membership of the association if, after considering the complaint and any submissions made in connection with the complaint, it is satisfied that the facts alleged in the complaint have been proved and the expulsion or suspension is warranted in the circumstances.

(5) If the general-circle expels or suspends a member, the secretary must, within 7 days after the action is taken, cause written notice to be given to the member of the action taken, of the reasons given by the general-circle for having taken that action and of the member’s right of appeal under clause 12.

(6) The expulsion or suspension does not take effect:

(a) until the expiration of the period within which the member is entitled to appeal against the resolution concerned, or

(b) if within that period the member exercises the right of appeal, unless and until the association confirms the resolution under clause 12,

whichever is the later.

12 Right of appeal of disciplined member

(1) A member may appeal to the association in full community meeting against a resolution of the general-circle under clause 11, within 7 days after notice of the resolution is served on the member, by lodging with the secretary a notice to that effect.

(2) The notice may, but need not, be accompanied by a statement of the grounds on which the member intends to rely for the purposes of the appeal.

(3) On receipt of a notice from a member under subclause (1), the secretary must notify the general-circle, which is to convene a full community meeting of the association to be held within 28 days after the date on which the secretary received the notice.

(4) At a full community meeting of the association convened under subclause (3):

(a) no business other than the question of the appeal is to be transacted, and

(b) the general-circle and the member must be given the opportunity to state their respective cases orally or in writing, or both, and

(c) the members present are to vote by secret ballot on the question of whether the resolution should be confirmed or revoked.

(5) The appeal is to be determined by a simple majority of votes cast by members of the association.



Part 3 The general-circle

13 Powers of the general-circle

Subject to the Act, the Regulation, this constitution and any resolution passed by the association in full community meeting, the general-circle:

(a) is to control and manage the affairs of the association, and

(b) may exercise all the functions that may be exercised by the association, other than those functions that are required by this constitution to be exercised by a full community meeting of members of the association, and

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

14 Composition and membership of general-circle

(1) The general-circle is to consist of:

(a) the office-bearers of the association, and

(b) at least 3 ordinary general-circle members,

each of whom is to be elected at the annual full community meeting of the association under clause 15.

Note. Section 28 of the Act contains further requirements concerning eligibility for membership and composition of the general-circle.

(2) The total number of general-circle members is to be 7.

(3) The office-bearers of the association are as follows:

(a) the president,

(b) the vice-president,

(c) the treasurer,

(d) the secretary.

(4) A general-circle member may hold up to 2 offices (other than both the offices of president and vice-president).

(5) There is no maximum number of consecutive terms for which a general-circle member may hold office.

Note. Schedule 1 to the Act provides that an association’s constitution is to address the maximum number of consecutive terms of office of any office-bearers on the general-circle.

(6) Each member of the general-circle is, subject to this constitution, to hold office until immediately before the election of general-circle members at the annual full community meeting next following the date of the member’s election, and is eligible for re-election.

15 Election of general-circle members

(1) Nominations of candidates for election as office-bearers of the association or as ordinary general-circle members:

(a) must be made in writing, signed by 2 members of the association and accompanied by the written consent of the candidate (which may be endorsed on the form of the nomination), a hand written or digital dictated copy of the role description and

(b) must be delivered to the secretary of the association at least 7 days before the date fixed for the holding of the annual full community meeting at which the election is to take place.

(2) If insufficient nominations are received to fill all vacancies on the general-circle, the candidates nominated are taken to be elected and further nominations are to be received at the annual full community meeting.

(3) If insufficient further nominations are received, any vacant positions remaining on the general-circle are taken to be casual vacancies.

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

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

(6) The ballot for the election of office-bearers and ordinary general-circle members of the general-circle is to be conducted at the annual full community meeting in any usual and proper manner that the general-circle directs.

(7) A person nominated as a candidate for election as an office-bearer or as an ordinary general-circle member of the association must be a member of the association.

16 Secretary

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

(2) It is the duty of the secretary to keep minutes (whether in written or electronic form) of:

(a) all appointments of office-bearers and members of the general-circle, and

(b) the names of members of the general-circle present at a general-circle meeting or a full community meeting, and

(c) all proceedings at general-circle meetings and full community meetings.

(3) Minutes of proceedings at a meeting must be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting.

(4) The signature of the chairperson may be transmitted by electronic means for the purposes of subclause (3).

17 Treasurer

It is the duty of the treasurer of the association to ensure:

(a) that all money due to the association is collected and received and that all payments authorised by the association are made, and

(b) that correct books and accounts are kept showing the financial affairs of the association, including full details of all receipts and expenditure connected with the activities of the association.

18 Casual vacancies

(1) In the event of a casual vacancy occurring in the membership of the general-circle, the general-circle may appoint a member of the association to fill the vacancy and the member so appointed is to hold office, subject to this constitution, until the annual full community meeting next following the date of the appointment.

(2) A casual vacancy in the office of a member of the general-circle occurs if the member:

(a) dies, or

(b) ceases to be a member of the association, or

(c) is or becomes an insolvent under administration within the meaning of the Corporations Act 2001 of the Commonwealth, or

(d) resigns office by notice in writing given to the secretary, or

(e) is removed from office under clause 19, or

(f) becomes a mentally incapacitated person, or

(g) is absent without the consent of the general-circle from 3 consecutive meetings of the general-circle, or

(h) is convicted of an offence involving fraud or dishonesty for which the maximum penalty on conviction is imprisonment for not less than 3 months, or

(i) is prohibited from being a director of a company under Part 2D.6 (Disqualification from managing corporations) of the Corporations Act 2001 of the Commonwealth.

19 Removal of general-circle members

(1) The association in full community meeting may by resolution remove any member of the general-circle from the office of member before the expiration of the member’s term of office and may by resolution appoint another person to hold office until the expiration of the term of office of the member so removed.

(2) If a member of the general-circle to whom a proposed resolution referred to in subclause (1) relates makes representations in writing to the secretary or president (not exceeding a reasonable length) and requests that the representations be notified to the members of the association, the secretary or the president may send a copy of the representations to each member of the association or, if the representations are not so sent, the member is entitled to require that the representations be read out at the meeting at which the resolution is considered.

20 general-circle meetings and quorum

(1) The general-circle must meet at least 3 times in each period of 12 months at the place and time that the general-circle may determine.

(2) Additional meetings of the general-circle may be convened by the president or by any member of the general-circle.

(3) Oral or written notice of a meeting of the general-circle must be given by the secretary to each member of the general-circle at least 48 hours (or any other period that may be unanimously agreed on by the members of the general-circle) before the time appointed for the holding of the meeting.

(4) Notice of a meeting given under subclause (3) must specify the general nature of the business to be transacted at the meeting and no business other than that business is to be transacted at the meeting, except business which the general-circle members present at the meeting unanimously agree to treat as urgent business.

(5) Any 3 members of the general-circle constitute a quorum for the transaction of the business of a meeting of the general-circle.

(6) No business is to be transacted by the general-circle unless a quorum is present and if, within half an hour of the time appointed for the meeting, a quorum is not present, the meeting is to stand 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 of the time appointed for the meeting, the meeting is to be dissolved.

(8) At a meeting of the general-circle:

(a) the president or, in the president’s absence, the vice-president is to preside, or

(b) if the president and the vice-president are absent or unwilling to act, one of the remaining members of the general-circle chosen by the members present at the meeting is to preside.

21 Appointment of association members as general-circle members to constitute quorum

(1) If at any time the number of general-circle members is less than the number required to constitute a quorum for a general-circle meeting, the existing general-circle members may appoint a sufficient number of members of the association as general-circle members to enable the quorum to be constituted.

(2) A member of the general-circle so appointed is to hold office, subject to this constitution, until the annual full community meeting next following the date of the appointment.

(3) This clause does not apply to the filling of a casual vacancy to which clause 18 applies.

22 Use of technology at general-circle meetings

(1) A general-circle meeting may be held at 2 or more venues using any technology approved by the general-circle that gives each of the general-circle’s members a reasonable opportunity to participate.

(2) A general-circle member who participates in a general-circle meeting using that technology is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person.

23 Delegation by general-circle to circles or roles

(1) The general-circle may, by instrument in writing, delegate to one or more circles or roles (consisting of the member or members of the association that the general-circle thinks fit) the exercise of any of the functions of the general-circle that are specified in the instrument, other than:

(a) this power of delegation, and

(b) a function which is a duty imposed on the general-circle by the Act or by any other law.

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

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

(4) Despite any delegation under this clause, the general-circle may continue to exercise any function delegated.

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

(6) The general-circle may, by instrument in writing, revoke wholly or in part any delegation under this clause.

(7) A circle may meet and adjourn as it thinks proper.

24 Consent and Objections

  1. Questions and proposals arising at a meeting of the general-circle or of any circles appointed by the general-circle are to be determined by consent of members of the general-circle or circles or role present at the meeting.
  2. Each member present at a meeting of the general-circle or of any circles appointed by the general-circle (including the person presiding at the meeting) is entitled to object to a proposal in which case a solution to the objection must be sought.
  3. Objections reveal information about (potential) unintended consequences, or about worthwhile ways to improve.
  4. It’s the responsibility of each individual in an organisation to raise potential objections to proposals, decisions, existing agreements or activities.
  5. Those accountable for an activity or (proposed) agreement in question, are responsible for considering arguments and addressing objections that are raised, when doing so will help to meet the organisation’s objectives.
  6. An argument is a valid objection if it :
    1. Relates to this specific proposal or agreement and
    2. The argument reveals how a (proposed or current) activity or agreement does any of the following:harms response to any organizational driver?
  • can be improved right now?
  • prevents or diminishes someone’s contribution towards responding to a driver?
  • is in conflict with the organization’s values?
  • is considered not ‘safe enough’ to try?
  1. Subject to clause 20 (5), the general-circle may act despite any vacancy on the general-circle.
  2. Any act or thing done or suffered, or purporting to have been done or suffered, by the general-circle or by a circles appointed by the general-circle, is valid and effectual despite any defect that may afterwards be discovered in the appointment or qualification of any member of the general-circle or circles.



Part 4 full community meetings

25 Annual full community meetings – holding of

(1) The association must hold its first annual full community meeting within 18 months after its registration under the Act.

(2) The association must hold its annual full community meetings:

(a) within 6 months after the close of the association’s financial year, or

(b) within any later time that may be allowed or prescribed under section 37 (2) (b) of the Act.

26 Annual full community meetings – calling of and business at

(1) The annual full community meeting of the association is, subject to the Act and to clause 25, to be convened on the date and at the place and time that the general-circle thinks fit.

(2) In addition to any other business which may be transacted at an annual full community meeting, the business of an annual full community meeting is to include the following:

(a) to confirm the minutes of the last preceding annual full community meeting and of any special full community meeting held since that meeting,

(b) to receive from the general-circle reports on the activities of the association during the last preceding financial year,

(c) to elect office-bearers of the association and ordinary general-circle members,

(d) to receive and consider any financial statement or report required to be submitted to members under the Act.

(3) An annual full community meeting must be specified as that type of meeting in the notice convening it.

27 Special full community meetings – calling of

(1) The general-circle may, whenever it thinks fit, convene a special full community meeting of the association.

(2) The general-circle must, on the requisition of at least 5% of the total number of members, convene a special full community meeting of the association.

(3) A requisition of members for a special full community meeting:

(a) must be in writing, and

(b) must state the purpose or purposes of the meeting, and

(c) must be signed by the members making the requisition, and

(d) must be lodged with the secretary, and

(e) may consist of several documents in a similar form, each signed by one or more of the members making the requisition.

(4) If the general-circle fails to convene a special full community meeting to be held within 1 month after the date on which a requisition of members for the meeting is lodged with the secretary, any one or more of the members who made the requisition may convene a special full community meeting to be held not later than 3 months after that date.

(5) A special full community meeting convened by a member or members as referred to in subclause (4) must be convened as nearly as is practicable in the same manner as full community meetings are convened by the general-circle.

(6) For the purposes of subclause (3):

(a) a requisition may be in electronic form, and

(b) a signature may be transmitted, and a requisition may be lodged, by electronic means.

28 Notice

(1) Except if the nature of the business proposed to be dealt with at a full community meeting requires a special resolution of the association, the secretary must, at least 14 days before the date fixed for the holding of the full community meeting, give a notice to each member 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 full community meeting requires a special resolution of the association, the secretary must, at least 21 days before the date fixed for the holding of the full community meeting, cause notice to be given to each member specifying, in addition to the matter required under subclause (1), the intention to propose the resolution as a special resolution.

Note. A special resolution must be passed in accordance with section 39 of the Act.

(3) No business other than that specified in the notice convening a full community meeting is to be transacted at the meeting except, in the case of an annual full community meeting, business which may be transacted under clause 26 (2).

(4) A member desiring to bring any business before a full community meeting may give notice in writing of that business to the secretary who must include that business in the next notice calling a full community meeting given after receipt of the notice from the member.

29 Quorum for full community meetings

(1) No item of business is to be transacted at a full community meeting unless a quorum of members entitled under this constitution to vote is present during the time the meeting is considering that item.

(2) Five members present (being members entitled under this constitution to vote at a full community meeting) constitute a quorum for the transaction of the business of a full community meeting.

(3) If within half an hour after the appointed time for the commencement of a full community meeting a quorum is not present, the meeting:

(a) if convened on the requisition of members—is to be dissolved, and

(b) in any other case—is to stand adjourned to the same day in the following week at the same time and (unless another place is specified at the time of the 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 half an hour after the time appointed for the commencement of the meeting, the members present (being at least 3) are to constitute a quorum.

30 Presiding member

(1) The president or, in the president’s absence, the vice-president, is to preside as chairperson at each full community meeting of the association.

(2) If the president and the vice-president are absent or unwilling to act, the members present must elect one of their number to preside as chairperson at the meeting.

31 Adjournment

(1) The chairperson of a full community 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 is to be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.

(2) If a full community 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 subclauses (1) and (2), notice of an adjournment of a full community meeting or of the business to be transacted at an adjourned meeting is not required to be given.

32 Making of decisions

(1) A question arising at a full community meeting of the association is to be determined by:

(a) a show of hands or, if the meeting is one to which clause 37 applies, any appropriate corresponding method that the general-circle may determine, or

(b) if on the motion of the chairperson or if 5 or more members present at the meeting decide that the question should be determined by a written ballot—a written ballot.

(2) If the question is to be determined by a show of hands, a declaration by the chairperson 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.

(3) Subclause (2) applies to a method determined by the general-circle under subclause (1) (a) in the same way as it applies to a show of hands.

(4) If the question is to be determined by a written ballot, the ballot is to be conducted in accordance with the directions of the chairperson.

33 Special resolutions

A special resolution may only be passed by the association in accordance with section 39 of the Act.

34 Voting

(1) On any question arising at a full community meeting of the association a member has one vote only.

(2) In the case of an equality of votes on a question at a full community meeting, the chairperson of the meeting is entitled to exercise a second or casting vote.

(3) A member is not entitled to vote at any full community meeting of the association unless all money due and payable by the member to the association has been paid.

(4) A member is not entitled to vote at any full community meeting of the association if the member is under 18 years of age.

35 Proxy votes not permitted

Proxy voting must not be undertaken at or in respect of a full community meeting.

Note. Schedule 1 to the Act provides that an association’s constitution is to address whethermembers of the association are entitled to vote by proxy at full community meetings.

36 Postal or electronic ballots

(1) The association may hold a postal or electronic ballot (as the general-circle determines) to determine any issue or proposal (other than an appeal under clause 12).

(2) A postal or electronic ballot is to be conducted in accordance with Schedule 3 to the Regulation.

37 Use of technology at full community meetings

(1) A full community meeting may be held at 2 or more venues using any technology approved by the general-circle that gives each of the association’s members a reasonable opportunity to participate.

(2) A member of an association who participates in a full community meeting using that technology is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person.

Part 5 Miscellaneous

38 Insurance

The association may effect and maintain insurance.

39 Funds – source

(1) The funds of the association are to be derived from entrance fees and annual subscriptions of members, donations and, subject to any resolution passed by the association in full community meeting, any other sources that the general-circle determines.

(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 or other authorised deposit-taking institution account.

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

40 Funds – management

(1) Subject to any resolution passed by the association in full community meeting, the funds of the association are to be used solely in pursuance of the objects of the association in the manner that the general-circle determines.

(2) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by 2 authorised signatories.

41 Association is non-profit

Subject to the Act and the Regulation, the association must apply its funds and assets solely in pursuance of the objects of the association and must not conduct its affairs so as to provide a pecuniary gain for any of its members.

Note. Section 5 of the Act defines pecuniary gain for the purpose of this clause.

42 Distribution of property on winding up of association

(1) Subject to the Act and the Regulations, in a winding up of the association, any surplus property of the association is to be transferred to another organisation with similar objects and which is not carried on for the profit or gain of its individual members.

(2) In this clause, a reference to the surplus property of an association is a reference to that property of the association remaining after satisfaction of the debts and liabilities of the association and the costs, charges and expenses of the winding up of the association.

Note. Section 65 of the Act provides for distribution of surplus property on the winding up of an association.

43 Change of name, objects and constitution

An application for registration of a change in the association’s name, objects or constitution in accordance with section 10 of the Act is to be made by the public officer or a general-circle member.

44 Custody of books etc

Except as otherwise provided by this constitution, all records, books and other documents relating to the association must be kept in New South Wales:

(a) at the main premises of the association, in the custody of the public officer or a member of the association (as the general-circle determines), or

(b) if the association has no premises, at the association’s official address, in the custody of the public officer.

45 Inspection of books etc

(1) The following documents must be open to inspection, free of charge, by a member of the association at any reasonable hour:

(a) records, books and other financial documents of the association,

(b) this constitution,

(c) minutes of all general-circle meetings and full community meetings of the association.

(2) A member of the association may obtain a copy of any of the documents referred to in subclause (1) on payment of a fee of not more than $1 for each page copied.

(3) Despite subclauses (1) and (2), the general-circle may refuse to permit a member of the association to inspect or obtain a copy of records of the association that relate to confidential, personal, employment, commercial or legal matters or where to do so may be prejudicial to the interests of the association.

46 Service of notices

(1) For the purpose of this constitution, a notice may be served on or given to a person:

(a) by delivering it to the person personally, or

(b) by sending it by pre-paid post to the address of the person, or

(c) by sending it by facsimile transmission or some other form of electronic transmission to an address specified by the person for giving or serving the notice.

(2) For the purpose of this constitution, a notice is taken, unless the contrary is proved, to have been given or served:

(a) in the case of a notice given or served personally, on the date on which it is received by the addressee, and

(b) in the case of a notice sent by pre-paid post, on the date when it would have been delivered in the ordinary course of post, and

(c) in the case of a notice sent by facsimile transmission or some other form of electronic transmission, on the date it was sent or, if the machine from which the transmission was sent produces a report indicating that the notice was sent on a later date, on that date.

47 Financial year

The financial year of the association is:

(a) the period of time commencing on the date of incorporation of the association and ending on the following 30 June, and

(b) each period of 12 months after the expiration of the previous financial year of the association, commencing on 1 July and ending on the following 30 June.

Notes.

1. Schedule 1 to the Act provides that an association’s constitution is to address the association’s financial year.

2. Clause 19 of the Regulation contains a substitute clause 47 for certain associations incorporated under the Associations Incorporation Act 1984.