ASSG Constitution

You can download a PDF version of our current constitution

ASSG Constitution PDF

Contents

Part 1 – Preliminary
- 1. Definitions
Part 2 – Membership
Part 3 – Committee
Part 4 – General meetings of association
Part 5 – Administration

Part 1 – Preliminary

1. Definitions

ASSG Constitution 2022 – Draft

(1) In this constitution:

association means the Australian Screen Sound Guild (ASSG).

committee member means an office-bearer or ordinary committee member.

exercise a function includes perform a duty. function includes a power, authority or duty.

office-bearer means a committee member who is elected to an office referred to in clause 17(1)(a)(i) – (iv).

ordinary committee member means a committee member who is not an office-bearer.

register of members means the register of members maintained under clause 7.

secretary, of the association, means:
(a) thepersonholdingofficeunderthisconstitutionassecretary,or (b) ifnopersonholdsthatoffice-thepublicofficeroftheassociation.

special general meeting, of the association, means a general meeting of the association other than an annual general meeting.

subcommittee means a subcommittee established under clause 23.

writing includes email and other correspondence in electronic form.

the Act means the Associations Incorporation Act 2009.

the Regulation means the Associations Incorporation Regulation 2022. Note: The Act and the Interpretation Act 1987 contain definitions and other provisions that

affect the interpretation and application of this constitution.

(2) The Interpretation Act 1987 applies to this constitution as if it were an instrument made under the Act.

Note: The Act, Part 4 deals with various matters relating to the management of associations.

Part 2 – Membership

2. Membership generally

(1) An individual is taken to be a member of the association if:

(a) the person applied to be a member under clause 3(1) and the application has been approved, or

(b)the person was 1 of the individuals on whose behalf an application for registration of the association was made under the Act, section 6(1)(a), or

(i) for an unincorporated body registered as the association – a member of the body immediately before the registration, or

(ii) for a registrable corporation registered as the association – a member of the corporation immediately before the registration, or

(iii) for an association that was amalgamated to form the relevant association – a member of the existing association immediately before the amalgamation.

(2) A person who is not an individual is not eligible to be a member of the association.

3. Nomination for membership

(1) An application by a person to be a member of the association must be:

(a) made in writing, and

(b) in the form determined by the committee, and

(2) The committee may determine that an application may be made or lodged by email or other electronic means.

(3) The secretary must refer an application to the committee as soon as practicable after receiving the application.

(4) The committee must approve or reject the application.

(5) As soon as practicable after the committee has decided the application, the secretary must:

(a) give the applicant written notice of the decision, including by email or other electronic means if determined by the committee, and

(b) if the application is approved – inform the applicant that the applicant is required to pay the entrance fee and annual subscription fee payable under clause 8 within 28 days of the day the applicant received the notice.

(6) The secretary must enter the applicant’s name in the register of members as soon as practicable after the applicant pays the entrance fee and annual subscription fee in accordance with subclause (5)(b).

(7) The applicant becomes a member once the applicant’s name is entered in the register.

4. Membership categories and qualifications

(1) All association members will be assigned to one of the following categories:

(a) accredited,

(b) full,

(d) student,

(e) retired,

(f) lifetime,

(g) honorary, or

(h) deferred.

(2) Qualifications for each category of membership are as follows:

(a) Accredited members are:

(i) full or lifetime members who satisfy the requirements of the accreditation process as set out in clause 6, and

(ii) able to retain the privileges of accredited membership only for as long as they remain a financial member of the association.

(b) Full members are:

(i) individuals who have made a substantial professional creative contribution to the profession of screen sound for at least five years in Australia, or can demonstrate equivalent qualifications as determined by the committee.

(i) individuals who do not qualify for full or any other class of membership.

(d) Student members are:

(i) individuals undertaking a relevant full-time course of study at the time of application, and who can provide proof of their student status to the committee, and

(ii) limited to retaining student membership for a time period determined by the committee.

(e) Retired members are:

(i) members who have been a full member of the association for at least ten years and who have ceased to be actively employed in screen sound.

(f) Lifetime members:

(i) will be determined at the discretion of committee and will not be required to pay membership fees.

(g) Honorary members:

(i) will be determined at the discretion of committee and will not be required to pay membership fees.

(h) Deferred members:

(i) are full members who are no longer active in the screen sound profession due to extraordinary circumstances, and who have applied to, and been approved by, the committee for deferred membership, and

(ii) able to defer membership for a maximum of 6 months unless approved by the committee, and

(iii) will not be liable for fees during the deferral period.

(3) The committee will determine the category of membership when considering each individual application.

(4) The committee may re-categorise the membership of an individual member from time to time, according to the qualifications outlined in subclause (2).

5. Membership rights

(1) The rights of members to vote or to participate on the committee are dependent on their membership category.

(a) accredited, full and lifetime members are:

(i) able to vote at general meetings, and

(ii) able to be appointed or elected as an office-bearer or ordinary member of the committee.

(b) members in all other categories are:

(i) unable to vote at general meetings, committee meetings or subcommittee meetings, and

(ii) unable to be appointed or elected as an office-bearer or ordinary member of the committee.

(2) Unless otherwise specified, reference in this constitution to a full member includes lifetime and accredited members.

6. Accreditation

(1) The committee may grant accreditation to any lifetime member, or to any full member of at least five years’ standing, whose overall standard of senior professional work is of a consistently high quality or whose standard of senior professional work in a specialised field has demonstrated outstandingly high quality.

(2) A member granted accreditation shall have the right to place the designating letters “ASSG” after their name for as long as they remain a financial member of the association.

(3) The committee can, if needed, appoint a subcommittee for the purposes of assessing the applications for accreditation and making their recommendations to the committee. The accreditation subcommittee will consist of full members who are held in high esteem by their industry peers or who are currently accredited members of the association. The committee shall not be bound to follow any recommendation of the subcommittee.

(4) Members seeking accreditation may be required to provide:

(a) examples of their work, which demonstrates more than just professional competence, but also creative and aesthetic innovation, and

(b) evidence of leadership in their field and the extent to which they have actively participated in the promotion of their craft or advocated on behalf of all persons working in the screen industries,

(5) Evidence of credits may be supplied in any form but must leave the committee in no doubt as to the validity of the member’s claims. If sufficient supporting evidence is not supplied at the time of application, or within 14 days of a request by the committee, the application will not be considered.

(6) Applications will be judged on international standards and assessors will look at all technical and creative aspects of the work submitted.

(7) Members seeking accreditation may be required to:

(a) apply in the form as prescribed by the committee, and

(b) pay the prescribed application fee, and

(i) a complete list of credits or work in the screen sound industries, and/or

(ii) a short personal statement on how they have met the criteria detailed in subclauses (1) to (6), and/or

(iii) proof of leadership in their field in the form of references from professionals within the screen industries, and/or

(iv) proof the applicant has been actively promoting their craft or advocating on behalf of all persons working in the screen industries by providing references from professionals within the screen industries, and/or

(v) up to four major examples of their work, and

(d) may be required to make themselves available for an interview.

(8) The committee will advise the member in writing of the outcome of the application for accreditation, and

(a) in the event of a negative recommendation, the committee shall state the reasons, and

(b) there will be no appeals of the outcome of the accreditation process other than on the grounds of denial of natural justice.

7. Register of members

(1) The secretary must establish and maintain a register of members of the association.

(2) The register:

(a)may be in written or electronic form, and

(b) must include, for each member:

(i) the member’s full name, and

(ii) a residential, postal or email address, and

(iii) the date on which the person became a member, and

(iv) the category of membership, and

(v) if the person ceases to be a member – the date on which the person ceased to be a member, and

(i) at the association’s main premises, or

(ii) if the association has no premises – at the association’s official address, and

(d) must be available for inspection, free of charge, by members at a reasonable time, and

(e) if kept in electronic form -must be able to be converted to hard copy.

(3) If the register is kept in electronic form, the requirements in subclause (2)(c) and (d) apply as if a reference to the register is a reference to a current hard copy of the register.

(4) A member may obtain a hard copy of the register, or a part of the register, on payment of a fee of not more than $1, as determined by the committee, for each page copied.

(5) Information about a member, other than the member’s name, must not be made available for inspection if the member requests that the information not be made available.

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

(a) the information is used to send the member:

(i) a newsletter, or

(ii) a notice for a meeting or other event relating to the association, or

(iii) other material relating to the association, or

(b) it is necessary to comply with a requirement of the Act or the Regulation.

8. Fees and subscriptions

(1) The entrance fee to be paid to the association by a person whose application to be a member of the association has been approved is:

(a) $1, or

(b) another amount determined by the committee.

(2) A member must pay to the association an annual subscription fee of $2, or another amount determined by the committee

(a) if the member becomes a member on or after the first day of the financial year of the association in a calendar year:

(i) in accordance with clause 3(5)(b), and

(ii)before the first day of the financial year of the association in each subsequent calendar year, or

(b) otherwise – before the first day of the financial year of the association in each calendar year.

9. Members’ liabilities

(1) The liability of a member of the association to contribute to the payment of either of the following is limited to the amount of any outstanding fees for the member under clause 8:

(a) the debts and liabilities of the association,

(b) the costs, charges and expenses of the winding up of the association.

10. Disciplinary action against members

(1) A person may make a complaint to the committee that a member of the association has:

(a) failed to comply with a provision of this constitution, or

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

(2) The committee may refuse to deal with a complaint if the committee considers the complaint is trivial or vexatious.

(3) If the committee decides to deal with the complaint, the committee must:

(a) serve notice of the complaint on the member, and

(b) give the member at least 14 days from the day the notice is served on the member within which to make submissions to the committee about the complaint, and

(4) The committee may, by resolution, expel the member from the association or suspend the member’s membership if, after considering the complaint, the committee is satisfied that:

(a) the facts alleged in the complaint have been proved, and

(b) the expulsion or suspension is warranted.

(5) If the committee expels or suspends the member, the secretary must, within 7 days of that action being taken, give the member written notice of:

(a) the action taken, and

(b) the reasons given by the committee for taking the action, and

(6) The expulsion or suspension does not take effect until the later of the following:

(a) the day the period within which the member is entitled to exercise the member’s right of appeal expires, or

(b) if the member exercises the member’s right of appeal within the period – the day the association confirms the resolution under clause 11.

11. Right of appeal against disciplinary action

(1) A member may appeal against a resolution of the committee under clause 10 by lodging a notice of appeal with the secretary within 7 days of being served notice of the resolution.

(2) The member may include, with the notice of appeal, a statement of the grounds on which the member intends to rely for the purposes of the appeal.

(3) The secretary must notify the committee that the secretary has received a notice of appeal.

(4) If notified that a notice has been received, the committee must call a general meeting of the association to be held within 28 days of the day the notice was received.

(5) At the general meeting:

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

(b) the member must be given an opportunity to state the member’s case orally or in writing, or both, and

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

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

12. Resolution of internal disputes

(1) The following disputes must be referred to a Community Justice Centre within the meaning of the Community Justice Centres Act 1983 for mediation:

(a) a dispute between 2 or more members of the association, but only if the dispute is between the members in their capacity as members, or

(b) a dispute between 1 or more members and the association.

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

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

13. Membership entitlements not transferable

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

(a) cannot be transferred to another person, and

(b) terminates once the person ceases to be a member of the association.

14. Membership resignation

(1) A member of the association may resign from being a member by giving the secretary written notice of at least 1 month, or another period determined by the committee, of the member’s intention to resign.

(2) The member ceases to be a member on the expiration of the notice period.

15. Cessation of membership

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

(a) dies, or

(b) resigns from being a member, or

(d) fails to pay the annual subscription fee payable under clause 8(2) within 3 months of the due date.

Part 3 – Committee

16. Functions of committee

Subject to the Act, the Regulation, this constitution and any resolution passed by the association in general meeting, the committee:

(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 a function that is required to be exercised by the association in general meeting, and

(c) has power to do all things that are necessary or convenient to be done for the proper management of the affairs of the association.

17. Composition of committee

(1) The committee must have at least 5 members, as elected in accordance with clause 18, consisting of:

(a) the following office-bearers:

(i) the president,

(ii) the vice-president,

(iii) the secretary,

(iv) the treasurer, and

(b) at least 1 ordinary committee member.

Note – The Act, section 28 contains requirements relating to membership eligibility and composition of the committee.

(2) An office-bearer may hold up to 2 offices, other than both the offices of president and vice-president.

(3) The committee may appoint 1 ordinary committee member, the past president, who:

(a) does not need to be nominated or elected, and

(b) must have been the president immediately prior to the election of the current president, and

18. Election of committee members

(1) Any full member of the association may be nominated as a candidate for election as an office-bearer or ordinary committee member.

(2) The nomination must be:

(a) made in writing, and

(b) signed by at least 1 full member of the association, not including the candidate, and

(d) given to the secretary at least 48 hours before the date and time fixed for the annual general meeting at which the election is to take place.

(3) If insufficient nominations are received to fill all vacancies:

(a) the candidates nominated are taken to be elected, and

(b) a call for further nominations must be made at the meeting.

(4) The member presiding at a general meeting can accept nominations for additional ordinary committee members at the meeting.

(5) A nomination made at the meeting in response to a call for further nominations must be made in the way directed by the member presiding at the meeting.

(6) Vacancies that remain after a call for further nominations are taken to be casual vacancies.

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

(8) If the number of nominations received is more than the number of vacancies to be filled, a ballot must be held at the meeting in the way directed by the committee.

19. Terms of office

(1) Subject to this constitution, a committee member holds office from the day the member is elected until immediately before the next annual general meeting.

(2) A member is eligible, if otherwise qualified, for re-election.

(3) There is no limit on the number of consecutive terms for which a committee member may hold office.

20. Vacancies in office

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

(a) dies, or

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

(d) is removed from office by the association under this clause, or

(e) is absent from 3 consecutive meetings of the committee without the consent of the committee, or

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

(g) is prohibited from being a director of a company under the Corporations Act 2001 of the Commonwealth, Part 2D.6, or

(h) is convicted of an offence involving fraud or dishonesty for which the maximum penalty is imprisonment for at least 3 months, or

(i) becomes a mentally incapacitated person.

(2) The association in general meeting may, by resolution:

(a) remove a committee member from office at any time, and

(b) appoint another member of the association to hold office for the balance of the committee member’s term of office.

(3) A committee member to whom a proposed resolution referred to in subclause (2) relates may:

(a) give a written statement, of a reasonable length, to the president or secretary, and

(b) request that the committee send a copy of the statement to each member of the association at least 7 days before the general meeting at which the proposed resolution will be considered.

(4) If the committee fails to send a copy of a statement received under subclause (3)(a) to each member in accordance with a request made under subclause (3)(b), the statement must be read aloud by the member presiding at the general meeting at which the proposed resolution will be considered.

(5) The committee may appoint a member of the association to fill a casual vacancy other than a vacancy arising from the removal from office of a committee member.

(6) Subject to this constitution, a member appointed to fill a casual vacancy holds office until the next annual general meeting.

21. Secretary

(1) As soon as practicable after being elected as secretary, the secretary must lodge a notice with the association specifying the secretary’s address.

(2) The secretary must keep minutes of:

(a) all elections of committee members, and

(b) the names of committee members present at a meeting of the committee or a general meeting, and

(3) The minutes must be:

(a) kept in written or electronic form, and

(b) for minutes of proceedings at a meeting -signed, in writing or by electronic means, by:

(i) the member who presided at the meeting, or

(ii) the member presiding at the subsequent meeting.

22. Treasurer

The treasurer of the association must ensure—

(a) all money owed to the association is collected, and

(b) all payments authorised by the association are made, and

(c) correct books and accounts are kept showing the financial affairs of the association, including full details of receipts and expenditure relating to the association’s activities.

23. Delegation to subcommittees

(1) The committee may:

(a) establish 1 or more subcommittees to assist the committee to exercise the committee’s functions, and

(b) appoint 1 or more members of the association to be the members of the subcommittee.

(2) The members of the subcommittee must include at least 1 full member of the association.

(3) The committee may delegate to the subcommittee the exercise of the committee’s functions specified in the instrument, other than:

(a) this power of delegation, or

(b) a duty imposed on the committee by the Act or another law.

Note: The Interpretation Act 1987, section 49 deals with various matters relating to delegations.

24. Committee meetings

(1) The committee must meet at least 3 times in each 12-month period at the place and time determined by the committee.

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

(3) The procedure for calling and conducting business at a meeting of a subcommittee is to be as determined by the subcommittee.

Note: The Act, section 30(1) provides that committee meetings may be held as and when the association’s constitution requires.

25. Notice of committee meeting

(1) The secretary must give each committee member oral or written notice of a meeting of the committee at least 48 hours, or another period on which the committee members unanimously agree, before the time the meeting is due to commence.

(2) The notice must describe the general nature of the business to be transacted at the meeting.

(3) The only business that may be transacted at the meeting is:

(a) the business described in the notice, and

(b) business that the committee members present at the meeting unanimously agree is urgent business.

26. Quorum

(1) The quorum for a meeting of the committee is 3 committee members.

(2) No business may be transacted by the committee unless a quorum is present.

(3) If a quorum is not present within half an hour of the time the meeting commences, the meeting is adjourned:

(a) to the same place, and

(b) to the same time of the same day in the following week.

(4) If a quorum is not present within half an hour of the time the adjourned meeting commences, the meeting is dissolved.

(5) If the number of committee members is less than the number required to constitute a quorum for a committee meeting, the committee members may appoint 1 or more members of the association as committee members to enable the quorum to be constituted.

(6) A committee member appointed under subclause (5) holds office, subject to this constitution, until the next annual general meeting.

(7) This clause does not apply to the filling of a casual vacancy to which clause 20 applies.

Note: The Act, section 28A provides for the filling of vacancies on the committee to constitute a quorum.

27. Presiding committee member

(1) The following committee member presides at a meeting of the committee:

(a) the president,

(b) if the president is absent – the vice-president,

(c) if both the president and vice-president are absent – 1 of the members present at the meeting, as elected by the other members.

(2) The member presiding at the meeting has:

(a) a deliberative vote, and

(b) in the event of an equality of votes – a second or casting vote.

28. Voting

A decision supported by a majority of the votes cast at a meeting of the committee or a subcommittee at which a quorum is present is the decision of the committee or subcommittee.

29. Acts valid despite vacancies or defects

(1) Subject to clause 26(1), the committee may act despite there being a casual vacancy in the office of a committee member.

(2) An act done by a committee or subcommittee is not invalidated because of a defect relating to the qualifications or appointment of a member of the committee or subcommittee.

30. Transaction of business outside meetings or by telephone or other means

(1) The committee may transact its business by the circulation of papers, including by electronic means, among all committee members.

(2) If the committee transacts business by the circulation of papers, a written resolution, approved in writing by a majority of committee members, is taken to be a decision of the committee made at a meeting of the committee.

(3) The committee may transact its business at a meeting at which 1 or more committee members participate by telephone or other electronic means, provided a member who speaks on a matter can be heard by the other members.

(4) The member presiding at the meeting and each other member have the same voting rights as they would have at an ordinary meeting of the committee for the purposes of:

(a) the approval of a resolution under subclause (2), or

(b) a meeting held in accordance with subclause (3).

(5) A resolution approved under subclause (2) must be recorded in the minutes of the meetings of the committee.

Note: The Act, section 30(2) and (3) contains requirements relating to meetings held at 2 or more venues using technology.

Part 4 – General meetings of association

31. Annual general meetings

(1) The association must hold the association’s first annual general meeting within 18 months of the day the association was registered under the Act.

(2) The association must hold subsequent annual general meetings within:

(a) 6 months of the last day of the association’s financial year, or

(b) the later period allowed or prescribed in accordance with the Act, section 37(2)(b).

(3) Subject to the Act and subclauses (1) and (2), the annual general meeting is to be held at the place and time determined by the committee.

(4) The business that may be transacted at an annual general meeting includes the following:

(a) confirming the minutes of the previous annual general meeting and any special general meetings held since the previous annual general meeting,

(b) receiving reports from the committee on the association’s activities during the previous financial year,

(d) receiving and considering financial statements or reports required to be submitted to members of the association under the Act.

Note: The Act, section 37(1) and (2) provides for when annual general meetings must be held.

32. Special general meetings

(1) The committee may call a special general meeting whenever the committee thinks fit.

(2) The committee must call a special general meeting if the committee receives a request made by at least 5% of the total number of full members.

(3) The request:

(a) must be in writing, and

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

(d) may consist of more than 1 document in a similar form signed by 1 or more members, and

(e) must be lodged with the secretary, and

(f) may be in electronic form and signed and lodged by electronic means.

(4) If the committee fails to call a special general meeting within 1 month of the request being lodged, 1 or more of the members who made the request may call a special general meeting to be held within 3 months of the date the request was lodged.

(5) A special general meeting held under subclause (4) must be conducted, as far as practicable, in the same way as a general meeting called by the committee.

33. Notice of general meetings

(1) The secretary must give each member notice of a general meeting:

(a) if a matter to be determined at the meeting requires a special resolution – at least 21 days before the meeting, or

(b) otherwise – at least 14 days before the meeting.

(2) The notice must specify:

(a) the place and time at which the meeting will be held, and

(b) the nature of the business to be transacted at the meeting, and

(c) if a matter to be determined at the meeting requires a special resolution – that a special resolution will be proposed, and

(d) for an annual general meeting – that the meeting to be held is an annual general meeting.

(3) The only business that may be transacted at the meeting is:

(a) the business specified in the notice, and

(b) for an annual general meeting – business referred to in clause 31(4).

(4) A member may give written notice to the secretary of business the member wishes to raise at a general meeting.

(5) If the secretary receives a notice under subclause (4), the secretary must specify the nature of the business in the next notice calling a general meeting.

34. Quorum

(1) The quorum for a general meeting is 5 members of the association entitled to vote under this constitution.

(2) No business may be transacted at a general meeting unless a quorum is present.

(3) If a quorum is not present within half an hour of the time the meeting commences, the meeting:

(a) if called on the request of members – is dissolved, or

(b) otherwise – is adjourned:

(i) to the same time of the same day in the following week, and

(ii) to the same place, unless another place is specified by the member presiding at the meeting at the time of the adjournment or in a written notice given to members at least 1 day before the adjourned meeting.

(4) If a quorum is not present within half an hour of the time an adjourned meeting commences, but there are at least 3 full members present, the members present constitute a quorum.

35. Adjourned meetings

(1) The member presiding at a general meeting may, with the consent of the majority of the members present, adjourn the meeting to another time and place.

(2) The only business that may be transacted at the adjourned meeting is the business remaining from the meeting at which the adjournment took place.

(3) If a meeting is adjourned for at least 14 days, the secretary must give each member oral or written notice, at least 1 day before the adjourned meeting, of:

(a) the time and place at which the adjourned meeting will be held, and

(b) the nature of the business to be transacted at the adjourned meeting.

36. Presiding member

(1) The following member presides at a general meeting:

(a) the president,

(b) if the president is absent – the vice-president,

(c) if both the president and vice-president are absent – 1 of the full members present at the meeting, as elected by the other members.

(2) The member presiding at the meeting has:

(a) a deliberative vote, and

(b) in the event of an equality of votes – a second or casting vote.

37. Voting

(1) A member is not entitled to vote at a general meeting unless the member:

(a) is at least 18 years of age, and

(b) is a full member, and

(2) Each member has 1 vote, except as provided by clause 36(2)(b).

(3) A question raised at the meeting must be decided by:

(a) a show of hands, or

(b) if clause 39 applies – an appropriate method as determined by the committee, or

(i) the member presiding at the meeting moves that the question be decided by ballot, or

(ii) at least 5 full members agree the question should be determined by ballot.

(4) If a question is decided using a method referred to in subclause (3)(a) or (b), either of the following is sufficient evidence that a resolution has been carried, whether unanimously or by a majority, or lost, using the method:

(a) a declaration by the member presiding at the meeting,

(b) an entry in the association’s minute book.

(5) A written ballot must be conducted in accordance with the directions of the member presiding.

(6) A member cannot cast a vote by proxy.

38. Postal

(1) The association may hold a postal or electronic ballot, as determined by the committee, to decide any matter other than an appeal under clause 11.

(2) The ballot must be conducted in accordance with Schedule 2 of the Regulation.

39. Transaction of business outside meetings or by telephone or other means

(1) The association may transact its business by the circulation of papers, including by electronic means, among all members of the association.

(2) If the association transacts business by the circulation of papers, a written resolution, approved in writing by a majority of members, is taken to be a decision of the association made at a general meeting.

(3) The association may transact its business at a general meeting at which 1 or more members participate by telephone or other electronic means, provided a member who speaks on a matter can be heard by the other members.

(4) The member presiding at the meeting and each other member have the same voting rights as they would have at an ordinary meeting of the association for the purposes of:

(a) the approval of a resolution under subclause (2), or

(b) a meeting held in accordance with subclause (3).

(5) A resolution approved under subclause (2) must be recorded in the minutes of the meetings of the association.

Note: The Act, section 37(3) and (4) contains requirements relating to meetings held at 2 or more venues using technology.

Part 5 – Administration

40. Change of name, objects or constitution

An application for registration of a change in the association’s name, objects or constitution made under the Act, section 10 must be made by:

(a) the public officer, or

(b) a committee member.

41. Funds

(1) Subject to a resolution passed by the association, the association’s funds may be derived from the following sources only:

(a) the entrance fees and annual subscription fees payable by members,

(b) donations,

(2) Subject to a resolution passed by the association, the association’s funds and assets must be used to pursue the association’s objects in the way that the committee determines.

(3) As soon as practicable after receiving money, the association must:

(a) deposit the money, without deduction, to the credit of the association’s authorised deposit-taking institution account, and

(b) issue a receipt for the amount of money received to the person from whom the money was received.

(4) A cheque or other negotiable instrument must be signed by 2 authorised signatories.

Note: The Act, section 36 provides for the appointment of authorised signatories.

42. Insurance

The association may take out and maintain insurance as appropriate for the association’s assets and liabilities.

43. Non-profit status

Subject to the Act and the Regulation, the association must not conduct the association’s affairs in a way that provides a pecuniary gain for a member of the association.

Note: See the Act, section 40.

44. Service of notices

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

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

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

(c) by sending the notice by electronic transmission to an address specified by the person for giving or serving the notice.

(2) A notice is taken to have been given to or served on a person, unless the contrary is proved:

(a) for a notice given or served personally – on the date on which the notice is received by the person, or

(b) for a notice sent by pre-paid post – on the date on which the notice would have been delivered in the ordinary course of post, or

(i) on the date the notice was sent, or

(ii) if the machine from which the transmission was sent produces a report indicating the notice was sent on a later date—on the later date.

45. Custody of records and books

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 association’s main premises, in the custody of either of the following persons, as determined by the committee:

(i) the public officer,

(ii) a member of the association, or

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

46. Inspection of records and books

(1) The following documents must be available for inspection, free of charge, by members of the association at a reasonable time:

(a) this constitution,

(b) minutes of committee meetings and general meetings of the association,

(2) A member may inspect a document referred to in subclause (1):

(a) in hard copy, or

(b) in electronic form, if available.

(3) A member may obtain a hard copy of a document referred to in subclause (1) on payment of a fee of not more than $1, as determined by the committee, for each page copied.

(4) The committee may refuse to allow a member to inspect or obtain a copy of a document under this clause:

(a) that relates to confidential, personal, commercial, employment or legal matters, or

(b) if the committee considers it would be prejudicial to the interests of the association for the member to do so.

47. Financial year

The association’s financial year is:

(a) the period 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, commencing on 1 July and ending on the following 30 June.

Note: The Regulation, section 21 contains a substitute clause 44 for certain associations incorporated under the Associations Incorporation Act 1984.

48. Distribution of property on winding up

(1) Subject to the Act and the Regulation, in a winding up of the association, the surplus property of the association must be transferred to another organisation:

(a) with similar objects, and

(b) which is not carried on for the profit or gain of the organisation’s members.

(2) In this clause:

surplus property has the same meaning as in the Act, section 65.