Westside Business Women Inc. Constitution
1. NAME OF THE ASSOCIATION
WESTSIDE BUSINESS WOMEN INC
Act Associations Incorporation Act 1981
AGM Annual General Meeting
CONSTITUTION Rules adopted from the Associations Incorporation Act 1982
GM General Meeting
WBWI Westside Business Women Inc
GROUP The name of the group is Westside Business Women Inc (referred to in these rules as 'the group').
MEMBERSHIP Ordinary or Corporate membership
3. OBJECTS OF THE ASSOCIATION
- To promote a strong network between our members
- To encourage trade and information sharing between our members
- To provide a voice for business women
- To enrich the lives of women through friendship
- To provide access to professional and personal development information
- To provide an avenue for the recognition of achievement of women in business
4. CLASSES OF MEMBERSHIP
All classes of membership must support the objects, rules and code of ethics and fulfil membership criteria of the association as follows:
4.1 Ordinary Members
The number of ordinary members is unlimited and is open to any individual who owns or operates a business or who is working in an executive management position, front line role or a non-traditional field. Only financial members are eligible to be elected to the management committee and to have voting rights.
4.2 Corporate Members
The number of corporate members is unlimited and is open to any business or organisation that is registered in Australia. The corporate member can nominate a senior officer from their business/organisation for election to the management committee and the nominee is entitled to voting rights.
4.3 Honorary Member
The Committee may at their discretion grant to any WWBI member an Honorary Membership at no cost to the member in recognition of their contributions to the Association and the Community. The number of honorary members is limited to the discretion of the management committee. An honorary member is not eligible to be elected to the management committee or to have voting rights.
Membership is open to all individuals and organisation's who accept the rules of the group.
5.1 Application for Membership
A person or organiation wishing to become a member of the group must apply either in writing or online in the form decided upon by the management committee.
5.2 Determination of Membership
On receipt of a new application and full payment of membership, the Secretary will approve the application. If deemed necessary, the Secretary will refer a new application to the committee to determine whether to approve or to reject the application. The committee need not supply reasons for accepting or rejecting an application for membership. If approved, the secretary must, as soon as practicable after that determination, notify the applicant of the decision.
5.3 Membership Fees
The membership fee for each class of membership must be paid in a way, that the management committee decides. If a member does not pay their membership fees within one month of the due date, the membership becomes un-financial and the member will not be entitled to the privileges of membership. Membership can be reinstated on payment of the annual fee.
5.4 Patron of the Association
The management committee may at its discretion appoint a patron of the Association as an officer of the Association in which case the patron will have the status of an officer of the Association except that the patron will not be entitled to a vote at any meeting of the Association.
6. WHEN MEMBERSHIP ENDS
A member may resign from the Association by giving a written notice of resignation to the secretary. The resignation takes effect on:
(I) the day and at the time the notice is received by the secretary; or
(II) if a later day is stated in the notice - the later day.
6.1 The management committee may terminate a member's membership if:
(I) is convicted of an indictable offence; or
(II) does not comply with any of the provisions of this constitution; or
(IV) has membership fees in arrears by two (1) month
(V) conducts itself, himself or herself in a way considered to be injurious or prejudicial
to the character or interests of the Association.
6.2 Why membership should be terminated
Before the management committee terminates a member's membership, the committee must give the member a full and fair opportunity to show why the membership should not be terminated.
6.3 Written notice of decision to terminate membership
If, after considering all representations made by the member, the management committee decides to terminate the membership, the secretary of the committee must give the member a written notice of the decision. The termination takes effect on:
(a) the day and time the member receives the notice; or
(b) if a member appeals termination of membership, the termination is to be suspended pending the outcome of the appeal.
7. APPEAL AGAINST REJECTION OF APPLICATION OF MEMBRSHIP
A person whose application for membership has been rejected, or whose membership has been terminated, may give the secretary written notice of the person's intention to appeal against the decision.
(i) A person whose application for membership has been rejected, or whose membership has been terminated, may give the secretary written notice of the person's intention to appeal against the decision.
(ii) A notice of intention to appeal must be given to the secretary within 1 month after the person receives written notice of the decision.
(iii) If the secretary receives a notice of intention to appeal, the secretary must, within 1 month after receiving the notice, call a general meeting to decide the appeal.
8. GENERAL MEETING TO DECIDE APPEAL
The general meeting to decide an appeal must be held within 3 months after the secretary receives the notice of intention to appeal. At the meeting:
(i) The applicant must be given a full and fair opportunity to show why the application should not be rejected or the membership should not be terminated. Also:
(ii) The management committee and the members of the committee who rejected the application or terminated the membership must be given a full and fair opportunity to show why the application should be rejected or the membership should be terminated.
(iv) An appeal must be decided by a majority vote of the members present and eligible to vote at the meeting.
(v) If a person whose application for membership has been rejected does not appeal against the decision within 1 month after receiving written notice of the decision, or the person appeals but the appeal is unsuccessful, the secretary must, as soon as practicable, refund the membership fee paid by the person.
9. TRANSFER OF MEMBERSHIP
WBWI memberships are individual and non-transferable.
10. REFUND OF MEMBERSHIP
WBWI does not provide refunds on membership fees, but will under certain circumstances refund any future portions of the membership. Refer to Rule 7 (v).
11. OFFICE BEARERS
The office bearers are a president, secretary, treasurer and up to four other members to carry out the decisions of the association as elected at each AGM.
11.1 The president (or in the president's absence, the secretary or treasurer) act as chairperson at each general meeting and committee meeting of the group.
11.2 The secretary shall ensure that records of the business of the group including the rules, registers of members and office bearers, minutes of all general and committee meetings and a file of correspondence are kept. These records must be kept available for inspection by any member and are held in the custody of the secretary. On relinquishing office the Secretary shall hand over records, minutes, account books, etc. to the incoming Secretary.
11.3 The treasurer must ensure that all money received is paid into an account in the group's name. Payments must be made through a petty cash system or by a cheque signed by two signatories authorised by the committee or a general meeting. The treasure must ensure that books and accounts are kept showing correctly the financial affairs of the group and present all records for audit purposes at the end of the association's financial year. These records must be held in the custody of the treasure and be made available for inspection by any member. The Treasure shall hand over all records to the incoming Treasurer on relinquishing office.
12. ELECTION OF MEMBERS TO THE MANAGEMENT COMMITTEE
A member of the management committee may be elected by any 2 members of the association. The nomination must be in writing and signed by the candidate and the members who nominated him or her. This then must be given to the secretary at least 7 days before the AGM at which the election is to be held.
12.1 Term of office
At each AGM of the association, the members of the management committee must retire from office, but are eligible, on nomination, for re-election however, a member appointed by the committee may fill a casual vacancy in the committee.
12.2 Notice of committee meetings
Notice of committee meetings must be given at the previous committee meeting or by such means as the committee may decide upon. Members who have items of business that they wish considered at a general meeting must give notice to the secretary so that that business can be included in the next notice calling a general meeting.
12.3 A member of the committee ceases to hold office if:
Membership is unpaid; or upon resignation in writing; orIs absent from three successive committee meetings without approval by the committee; and With consideration to item 9.9 of this constitution
13. RESIGNATION REMOVAL OR VACATION OF OFFICE OF MANAGEMENT COMMITTEE MEMBER
A member of the management committee may resign from the committee by giving written notice of resignation to the secretary. The resignation takes effect at the time the notice is received by the secretary or as per the date stated in the notice.
(i) If resignation of officers or committee member/s is received during the year, the Committee shall have the authority to appoint new personnel to the vacant position/s.
(ii) A member may be removed from office at a general meeting of the association if a majority of the members present and eligible to vote at the meeting vote in favour of removing the member.
(iii) Before a vote of members is taken about removing the member from office, the member must be given a full and fair opportunity to show cause why he or se should not be removed from office
(iv) A member has no right of appeal against the member's removal from office under this constitution and will immediately vacate the office of member.
14. FUNCTIONS OF THE MANAGEMENT COMMITTEE
The association must have its affairs controlled and managed by the office bearers and other members known as the management committee who must act in accordance with any resolution passed either at a general meeting or AGM of the association. The management committee:
(I) Has the general control and management of the administration of the affairs, property and funds of the association.
(II) Has authority to interpret the meaning of the constitution and any matter relating to the association on which the constitution is silent, but any interpretation must have regard to the Act, including any regulation made under the Act.
(III) Shall not receive any remuneration or other material benefit by reason of their position in the association.
15. APPOINTMENT OF SUB-COMMITTEE
The management committee may appoint a subcommittee consisting of members of the association considered appropriate by the committee to help with the conduct of the associations operations. A subcommittee may elect a chairperson of its meetings.
16. PROCEEDINGS OF MEETINGS
The president is to preside as chairperson at management committee/AGM meetings. If there is no president or if the president is not present within 10 minutes after the time fixed for a management committee meeting, the members may choose one (1) of their committee members to preside as chairperson at the meeting.
16.1 The management committee will conduct its proceedings as it considers appropriate and:
(i) Must meet as often as necessary to conduct the business of the group
(ii) Must decide how a meeting is to be called
(iii) The president is to preside as chairperson at the management meetings
(iv) Voting to be as per item
16.2 Calling a special meeting
If the secretary receives a written request signed by at least 33% of the members of the management committee, the secretary must call a special meeting of the committee by giving each member of the committee notice of the meeting within 7 days after the secretary receives the request. If the secretary is unable or unwilling to call the special meeting the president must call the meeting. A request for a special meeting must state why the special meeting is called and the business to be conducted.
16.3 Resolution without a meeting
In the case of a resolution without a meeting, a written resolution signed by each member of the management committee is as valid and effectual as if it had been passed at a committee meeting.
16.4 Adjournment of a general meeting
A general meeting may be adjourned from time to time and from place to place. Only the business left unfinished at the meeting from which the adjournment took place may be conducted at the adjourned meeting. If there is no quorum within 30 minutes of the time fixed for the adjourned meeting, it can go ahead
The quorum for meetings of the committee is half the number of committee members elected at the previous annual general meeting. If within 30 minutes of the time appointed for a committee meeting a quorum is not present the meeting is dissolved.
16.5 Voting at general meeting
(i) At a general meeting, each question, matter or resolution, other than a special resolution, must be decided by a majority of votes of the members present.
(ii) Each member present and eligible to vote is entitled to 1 vote only and, if the votes are equal, the chairperson has a casting vote as well as a primary vote.
(iii) A member is not entitled to vote at a general meeting if the member's annual subscription is in arrears at the date of the meeting.
(iv) The method of voting is to be decided upon by the management committee.
(v) However, if at least 20% of the members present demand a secret ballot, voting must be by secret ballot.
(vi) If a secret ballot is held, the chairperson must appoint 2 members to conduct the secret ballot in the way the chairperson decides.
(vii) The result of a secret ballot as declared by the chairperson is taken to be a resolution of the meeting at which the ballot was held.
16.6 Special Resolution
A special resolution needs to be passed by a general meeting of the group to affect the
a change of the groups name;a change of the group's rules;an amalgamation with another group;to voluntarily wind up the group; orto apply for registration as a company or a cooperative
17. ANNUAL GENERAL MEETING (AGM)
Each subsequent AGM must be held at least once each year and within 6 months after the end date of the association's reportable financial year. As a Level 3 incorporated association, WBWI is not required to have an audit conducted under the Collections Act 1966, the Gaming Machine Act 1991 or under any law for any other purpose.
17.1 Business to be conducted at an AGM in accordance with Section 59 of the Act
(i) The treasurer to prepare a financial statement for the last reportable financial year and presents it at the AGM for adoption.
(ii) Confirmation of the minutes of the last AGM
(iii) Election of members to the management committee
17.2 After the AGM
Within 1 month after the financial documents are presented to the association's annual general meeting, the following must be lodged with The Office of Fair Trading:
(a) Application to register any amendments to the constitution
(b) Application to register any changes to office bearers
(c) Send a copy of the financial statement for the reportable financial year as adopted at the AGM, signed and dated by the president or treasurer of the association together with the fee prescribed under the regulation.
A proxy will represent a WBWI member when they are unable to attend an GM/AGM in person. The proxy must be in writing and be in the following or similar form, Example for WBW Inc member to vote at a general and/or AGM:
This is to certify that I,
Being a member of Westside Business Women Inc (WBI), hereby appoint , as a WBWI member as my proxy to vote for me on my behalf at the Annual General Meeting of the association, to be held on the day of 20__ , and at any adjournment of the meeting.
Signed this day of 20__.
18.1 Each instrument appointing a proxy must be given to the secretary before the start of the meeting or adjourned meeting at which the person named in the instrument proposes to vote.
18.2 In the case of a proxy being used to vote on a resolution, the following or similar may be used. Example for WBW Inc member to vote on a resolution at a general meeting or AGM:
(address of member)
being a member of WBW Inc., use this form in favour of/against [strike out whichever is not wanted] the following resolutions:
[List relevant resolutions]
for the general meeting of the association, to be held on the day
Signed this day of 20__.
The management committee must ensure the safe custody of books, documents, instrument title and securities of the association and have the power to destroy any documents, records and accounts considered to be of an unimportant nature.
19.1 Minutes of meetings
The secretary must ensure full and accurate minutes of all questions, matters, resolutions and other proceedings of each management committee meeting are entered into the minutes. The minutes of each management committee meeting and AGM must be signed by the chairperson of the meeting, or the chairperson of the next management committee meeting, verifying their accuracy. If asked by a member of the association, the secretary must, within 28 days after the request is made:
(a) Make the minutes for a particular general meeting available for inspection by the member or if requested, give the member copies of the minutes of the meeting however, the association can ask the member to pay reasonable costs to provide copies of the minutes.
19.2 Inspection of books and records of association
A member may at any reasonable time inspect the books, documents, records and securities of the Association, but may not remove them from the custody of the person to whom they are entrusted. The association may require the member to pay the reasonable costs of providing copies.
19.3 Member Register
A member register is to be maintained in an up to date condition on a best effort basis by the secretary. The register must show the name, address and current status of membership of each member.
19.4 Prohibition of use of information on register of members
A member of the association must not use information obtained from the register of members of the association to inform, disclose to someone or to send material to another member of the association for the purpose of advertising for political, religious, charitable or commercial purposes; or
20.1 Financial Year
The financial year of the group shall begin on the 1st of June and end on 31st July in each year and the accounts shall be audited and submitted to the Office of Fair Trading.
20.2 Financial Institution
Financial institution decided by the management committee. All amounts must be deposited in the financial institution account as soon as practicable after receipt.
20.3 Payments by the Association
All expenditure must be approved or ratified at a management committee meeting and all cheques must be crossed "not negotiable". A payment by the association of $100 or more must be made by cheque or electronic funds transfer. Either the President, Secretary, Treasurer or any one of the elected committee members of the association must sign the cheque.
20.4 Petty Cash
A petty cash register must be kept on the imprest system, and the management committee must decide the amount of petty cash to be kept in the account.
20.5 Financial Reporting
On behalf of the management committee, the treasurer must, as soon as practicable after the end date of each financial year, ensure a financial statement for its last reportable financial year is prepared and presented at the AGM for adoption. The financial report is to be given representing income and expenses for the reported month, reporting on the current bank balance of the association and any accounts due or unpaid.
20.6 General Finance
The income and property of the association must be used solely in promoting the association's objects and exercising the association's powers.
21. AMENDMENTS TO THE CONSITITUTION
Amendments to the Constitution may be amended, repealed or added to by a special resolution carried at a general meeting or an AGM. An amendment or addition to the constitution is valid only when it is registered with the Office of Fair Trading and is valid only when registered by the chairperson of the association.
22. COMMON SEAL
The management committee must ensure the association has a common seal. The common seal must be kept securely by the management committee and used only under the authority of the management committee.
22.1 Each instrument to which the seal is attached must be signed by a member of the management committee and countersigned by:
(a) the secretary; or
(b) another member of the management committee; or
(c) someone authorised by the management committee.
23. WIND UP OF ASSOCIATION
If the association is wound-up under part 10 of the Act and has surplus assets, they must not be distributed among the members of the association. The surplus assets must be given to another entity that has similar objects to the association's objects and the rules of which prohibit the distribution of the entity's income and assets to its members. In this rule — surplus assets see section 92(3) of the Act.