The name of the Association shall be the Royal Australian Engineers Association of Western Australia Incorporated.
In this Constitution and in any Regulations and/or By-laws made thereunder, unless the contrary intention appears:
- “Association” means the Royal Australian Engineers Association of Western Australia Incorporated,
- “The Board” shall mean the Board of Management as per Section 8,
In these rules, unless the contrary intention appears:
Act means the Associations Incorporation Act 2015 Western Australia,
Association means the incorporated association to which these rules apply,
Books, of the Association, includes the following:
- a register,
- financial records, financial statements or financial reports, however compiled, recorded or stored,
- a document, and
- any other record of information.
By Laws means by-laws made by the Associations under Rule 27,
Chairperson (President) means the Committee member holding office as the President of the Association,
Commissioner means the person for the time being designated as the Commissioner under Section 153 of the Act,
Committee means the management committee of the Association,
Committee meeting means a meeting of the committee,
Committee member means a member of the committee.
Financial records includes:
- invoices, receipts, orders for the payment of money, bills of exchange, cheques, promissory notes and vouchers, and
- documents of prime entry, and
- working papers and other documents needed to explain,
- the methods by which financial statements are prepared, and
- adjustments to be made in preparing financial statements.
Financial statements means the financial statements in relation to the Association required under Part 5 Division 3 of the Act,
Financial year, of the Association shall be from 01 July to 30 June of the following year,
General meeting, of the Association, means a meeting of the Association that all members are entitled to receive notice of and to attend,
Member means a person (including a body corporate) who is an ordinary member of the Association,
Ordinary committee member means a committee member who is not an office holder of the Association under Rule 18,
Ordinary member means a member with the rights referred to in Rule 7,
Register of members means the register of members referred to in Section 53 of the Act,
Rules means, of the Association, as in force at the time,
Secretary means the committee member holding office as the Secretary of the Association,
Special general meeting means a general meeting of the Association as required by Rule 13,
Special resolution means a resolution passed by the members at a general meeting in accordance with Section 51 of the Act,
Subcommittee means a subcommittee appointed by the committee under Rule 9 (a),
Tier 1 Association means an incorporated association to which Section 64(1) of the Act applies, and
Treasurer means the committee member holding office as the Treasurer of the Association.
- The objectives of the Association are to encourage, foster, promote, develop, extend, govern and control the Association within Western Australia.
- The income and property of the Association derived, shall be applied solely towards the promotion of the objectives of the Association. No portion of the income or property shall be paid, distributed or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever to any member from time to time, provided that nothing shall prevent the payment in good faith or remuneration to any officer or employee of the Association or to any person other than a member in return for services rendered to the Association
3 Objectives of the Association
- The objectives of the Association are to encourage, foster, promote, develop, extend, govern and control the Association within Western Australia.
- The income and property of the Association derived, shall be applied solely towards the promotion of the objectives of the Association. No portion of the income or property shall be paid, distributed or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever to any member from time to time, provided that nothing shall prevent the payment in good faith or remuneration to any officer or employee of the Association or to any person other than a member in return for services rendered to the Association.
4 Powers of the Association
- For the purpose of carrying out these objectives, the Association shall have the same powers conferred upon a company incorporated under the Associations Incorporations Act 2015 provided that nothing in this Constitution shall be interpreted so as to permit the Association to pursue the purpose of securing pecuniary profit for the Association. The Association shall in addition, also have all the powers conferred upon an Association by the
- To purchase, sell, transfer, assign, mortgage, change, lease, hire or exchange of land, equipment, plant, furniture, fittings or other property and where necessary enter into joint management arrangements with other organisations for the use of public facilities for the benefit of the Association.
- To invest and deal with monies of the Association not immediately required in such securities as may be determined by the Board of Management from time to time.
- The Board shall nominate members to a Sub Committee to address any dispute between members and the Association as and where necessary to resolve disputes in accordance with the Act – Part 4, Division 3.
5 Liquor Licensing Act 1988 (Membership and Provisions)
Pursuant to Section 49(3) of the Liquor Licensing Act 1988 (“the Act”), the Licensing Authority shall not approve the Constitution or Rules of the Association unless satisfied that appropriate conditions governing admission to membership of the Association exist and in particular:
- That a person may not become an ordinary member unless duly nominated and proper notice being given to the ordinary members of the Association and subsequently elected by the general body of members or by a Committee in accordance with the Constitution and Rules.
- Where provision is made for honorary or temporary membership – that the classes of persons entitled to such membership are not duly large, having regard to the nature of the Association.
6 Register of Members of Association
- Section 48(4) of the Act, requires an up to date register of members be continually available for inspection at the Association premises or Secretary premise.
- The register shall cause the name of a person who dies or who ceases to be a member, to be deleted from the register of members.
7 Membership Categories
- There shall be three types of members, namely
- Ordinary Members,
- Life Members, and
- Honorary Members.
- Application for Ordinary members
- A Member shall have served a minimum of one year as a member of Corps of Engineers, in any Jurisdiction, or be a direct family member of a past serving Ordinary Member, that is duly recognised by the Committee.
- Any person seeking to become an ordinary member must be duly nominated, proper notice given to the ordinary members of the Association and be subsequently elected by the Board – as per nomination application form.
- Membership Fees
The annual membership subscription shall be such a sum as the Board shall from time to time determine.
- Annual Subscriptions
Ordinary members of the Association shall pay such annual membership subscription as is determined by the Board from time to time. Such subscription shall be paid in advance on such date as the Board may prescribe.
- Members in Arrears
If any member shall fail to pay his annual subscription on or before the due date, the Board may send a notice to him at his last known address calling his attention thereto and if he does not pay the amount within one (1) month from the posting of such notice, he shall cease to be a member of the Association.
- Discipline of Members
If a member,
- Wilfully breaches a provision of the Constitution, or a condition of membership which he is bound to observe, after being called upon by the Board not to do so, or
- Acts in a manner, in the opinion of the Board contrary to the interest and objectives of the Association, then the Board, or Sub-committee of the Board appointed for the purpose, may upon:
- Its own motion, or
- A written complaint, accompanied by a statutory declaration setting out all the relevant facts, by another member and only after affording the member complained of an opportunity to hear or read the charge and defend or explain, in person his conduct, in its absolute discretion:
- Suspend for a fixed period, or
- Expel that member from membership provided always that the member may, by notice in writing, request and have the matter reconsidered at the next Annual General Meeting, or at an Extraordinary General Meeting specifically convened upon that member’s written requisition.
- Cessation of Membership
A member shall cease to be a member:
- Upon his death,
- Upon his written resignation as such,
- If he is convicted of an indictable offence, and the Board so decide,
- Upon his expulsion in accordance with the preceding sub clause, or
- Upon his failure to pay his annual subscription in accordance with clause (e) of this Rule.
- Honorary Members
Any other person may by Ordinary Resolution of the Board be elected to the membership of the Association as an honorary member for such period as the Board may determine. Honorary members of the Association shall have no voting rights at meetings of the Association but shall have all other rights and privileges of ordinary members.
8 Board of Management
- The affairs of the Association shall be managed by the members of the Committee (Board), which shall comprise of five (5) members consisting of the President, Vice President, Secretary, Treasurer and a Committee Member.
- Board members shall hold office for a one (1) year period or until the next Annual General Meeting following their appointment after which those members shall retire from office, but shall be eligible for re-election at the next Annual General Meeting.
- A Board member ceases to be a member if he dies, resigns, or that person’s membership is terminated by the Board.
- Casual vacancies of the Board shall be dealt with in the following manner:
- Where the vacancy relates to an appointed Board member, the Board shall appoint his replacement.
- Where the vacancy is a Board member elected by the members, nominations shall be called to fill the vacancy by election at the next General Meeting.
- Board members elected under (1) or (2) above will hold office for the balance of his predecessor’s term.
9 Power of Board of Management
Subject to this Constitution and to any special directions given by Special Resolution of the Annual General Meeting, the Board shall be the governing body of the Association and shall have power to do all such acts and things to give effect to the objectives of the Association and without prejudice to the generality of the foregoing, the Board may:
- From time to time appoint such Committees as they may deem necessary or expedient, and may delegate and refer to such Committees such of the powers and duties of the Board, as the Board thinks fit. Any such Committees in the
- exercise of the powers and duties so deputed, delegated or referred to it shall conform to any Rules and Regulations that may be appointed to it for any period not exceeding one (1) year. The Board may at any time dissolve any Committee and remove any Committee member.
- To make, vary, repeal or rescind Regulations and/or By-laws to this Constitution, but so that such Regulations and/or By-laws are not inconsistent with this Constitution, prescribing any matter necessary or convenient to be prescribed for giving effect to this Constitution and/or part of its objectives nominated by section (c) of this Section.
- Determine membership and other charges as required.
- Hold all property and funds of the Association.
- To take legal proceedings against any organisation or parties that are in default of any legally binding agreement or otherwise with the Association.
- To enter into, collectively in their own names, contracts and engagements on behalf of the Association. The members of the Board shall be indemnified by the Association in respect of all claims for damages or otherwise however arising out of, or in any way connected with, any and every such contract or engagement.
The Association shall operate in its name at any bank or other financial institution such accounts as may be agreed upon by the Board. All the funds of the Association shall be paid into Association accounts unless otherwise resolved. The signatories to the Association accounts shall be the President, Vice-President, Treasurer and one (1) other Committee member with any two (2) signatures being required on any cheque, form or withdrawal application.
- The financial records of the Association shall consist of receipt books, ledgers, journals, cheque books and such other books as are deemed necessary by the Board to show the current financial position of the Association.
- At the close of each financial year, the Treasurer shall prepare statements of income and expenditure of the Association. Such statements shall be presented to the next Annual General Meeting of the Association. The prepared statements shall be audited by the Auditor before being printed for presentation to the Annual General Meeting.
- Copies of the printed accounts shall be distributed to members of the Board at least seven (7) clear days before the Annual General Meeting. Copies of the printed accounts shall also be available at the Annual General Meeting.
- The Welfare Fund is administered by the Board is deemed as confidential to the recipient. Enquires to the Board will ratify the appropriate purpose and that payment is provided directly to the Service provider.
- An Annual General Meeting of the Association shall be called no later than the thirtieth (30th) day of September in each year.
- General Meetings of the Association shall be held when and where determined by the Board.
- Special Meetings may be convened:
- By the President or Vice President,
- At the written request of three (3) members of the Board, and
- At the written request of twenty (20) financial members of the Association.
12 Annual General Meeting
Members shall be given twenty eight (28) days notice of the holding of the Annual General Meeting.
Business of the Annual General Meeting shall be:
- Minutes of the previous Annual General Meeting – Secretary,
- Secretaries Report & Correspondence,
- Financial Report – Treasurer,
- Annual Report – President,
- General Business, and
- Motions of Amendment of Constitution.
13 Special Meetings
A Special Meeting shall be convened by the Board upon notice in writing to the Secretary. Special Notice having been given of the Special Meeting shall deal only with the matters included in the Special Notice. A Special Meeting may consider notices of Motion for Amendment of the Constitution.
14 General Meeting (Board of Management)
Order of business for Board Meetings will be:
- Minutes of the previous meeting,
- Reports, and
- General Business.
15 Change of Order of Business
The Chairman may alter the order of business of an Annual General Meeting or a Management Committee Meeting with the consent of the meeting.
At the Annual General Meeting of the Association, elections shall be held for the following positions:
- Vice Presidents,
- Treasurer, and
- Committee Members by a minimum of three (3).
- The names of candidates for positions as Board Members of Officers of the Association shall be in writing and shall include the Nominees endorsement. Nominations shall be made by only a financial member of the Association. Nominations for all positions declared vacant shall be in the hands of the Secretary no later than fourteen (14) days prior to the commencement of the Annual General Meeting.
- All office bearers of the Association shall be elected on a one (1) year term at the Annual General Meeting but the Board may fill any other vacancy occurring between elections.
- Voting for Board Members and Officers of the Association shall be a show of hands at the Annual General Meeting for their preferred candidate and be determined by the Returning Officer. The candidates obtaining the most votes being duly elected. Where more than 2 candidates are nominated, a secret ballot is to be prepared by the Returning Officer to ensure one (1) vote one (1) value.
- The Returning Officer shall be appointed by the Board six (6) weeks prior to the election.
18 Duties of Elected Officers
- The President shall:
- The President shall promote the Objectives of the Association.
- Set Committee Meetings and Social events that are of benefit to the Objectives of the Association.
- Ensure the good function of the Committee in promoting the Association, and
- Review the Accounts and Auditing of the Associations Financial records to ensure that funds are appropriately reconciled.
- The Vice President shall:
- Deputise on behalf of the President at any meeting as maybe necessary, and
- Promote the Objective of the Association as delegated by the President.
- The Secretary shall:
- Call meetings of the Association and of the Board when directed to do so,
- Attend all meetings of the Association and of the Board, and record the minutes thereof,
- Supervise the affairs and property of the Association and carry out the directions of the Board and of the Association,
- Keep in safe custody the assets, registers, books, journals, common seal and all documents whatsoever of the Association,
- Produce for inspection by any member of the Board and the Auditors of the Association the books, journals and all documents whatsoever of the Association,
- Produce for inspection to an ordinary member the books of the association at the members request to be viewed in private at the place of keeping of the records, and
- Perform such other functions and duties as the Board may from time to time direct.
- The Treasurer shall:
- Be responsible for the receipt of all monies on behalf of the Association and give receipts thereof,
- Pay all monies into such account or accounts in the name of the Association at such bank or society as the Board may from time to time direct,
- Submit to the Annual General Meeting an Annual Report, Balance Sheet, Statement of Income and Expenditure, the Auditor’s Report and other such information as the Association members or Board may require,
- Submit financial statements as and when required by the Board,
- Produce for inspection to an ordinary member the books of the association at the members request to be viewed in private at the place of keeping of the records and
- Generally, carry out the instructions and decisions of the Board relating to the property and finance of the Association.
19 The Appointed Patron
Shall perform such functions and duties as the Board may request from time to time.
20 Non attendance at Committee Meetings
Any member who may be elected as an office bearer absenting them self from three (3) consecutive Board Meetings without supplying a satisfactory explanation to the Board shall be held to have vacated their office and it shall be in the power of the Board to fill such vacancy.
Quorums for meetings shall be:
- Annual General Meeting: Fifteen (15) members (not including proxies/postal votes),
- Board Meeting, Five (5) members, and
- General Meeting, Fifteen (15) members (not including proxies/postal votes), and
- In the event of a quorum not being present thirty (30) minutes after the time laid down for the commencement of the meeting, the meeting shall be adjourned to an appointed day by the Chairman at place and time as maybe considered suitable and if at the adjourned meeting a quorum is not present, those present shall constitute a quorum.
22 Right to Vote
- Financial members shall have full voting rights at all General and Special Meetings of the Association.
- Voting on motions and elections will be a simple majority and will be on a show of hands unless a secret ballot is called. A declaration by the Chairman that a motion has been Carried or Carried Unanimously, or Lost shall subject to Standing Orders be conclusive.
23 Amendment of Constitution, Rules and By-laws
Any Notice of Motion to add to, rescind or amend this Constitution, the Rules, and/or By-laws of the Association, shall be given, in writing, to the Secretary together with the names of the proposer and seconder both of whom must be members at the time of giving the notice.
The Secretary upon receiving a Notice of Motion, shall inform the members in writing of the proposed amendments, as soon as practicable after the making of any proposal for a change to the Constitution or Rules of the Association. The Secretary of the Association shall provide to the Director of Liquor Licensing, particulars of the change proposed, and the effect is not given to the change without the prior approval of the Director.
Amendments of the Constitution shall require a Special Resolution to be successful. Amendments of the rules herewith may be altered or rescinded by ordinary resolution. Amendments may be made at an Annual General Meeting, or Special Meeting of the Association. The Secretary shall within twenty eight (28) days of the Annual General Meeting or Special Meeting notify the Attorney General and the Commissioner for Corporate Affairs in accordance with the provisions of the Association Incorporation Act.
Subject to the Act, a Club Licence authorises the sale of liquor to a member of that club and to the guest of members in the company of that member:
- For consumption of the licensed premises if the guests of that member do not exceed five (5) persons (or such lesser number as determined by the Association) on that day,
- Ancillary to a meal supplied at the Association by or on behalf of the Association to a member and to each of the guests of that member (without limitation as to number), being guests of whose attendance prior notice was given to the club (if in accordance with Rules approved by the Director of Liquor Licensing), and
- To a member, for consumption by the guests of that member (without limitation as to number) at a function held by or on behalf of the member at the Association (if in accordance with Rules approved by the Director of Liquor Licensing).
- Where the Association has the same principal of objectives and visits other premises, a person who is on any day visiting on behalf of the Association as a member or an official of the Association, provides a person assisting on that day, may for the purposes of the Liquor Licensing Act 1988 be taken to be a person who is accorded temporary membership.
- A Member who is engaged in providing service for the purpose Liquor Licensing Act 1988 shall be so qualified in providing the service of alcohol.
26 Association Expenses
Members incurring reasonable expense in carrying out Association business may be reimbursed from time to time with the approval of the Board.
27 Rules and By-laws
- Rules may be made prescribing matters that are necessary or convenient for carrying out or giving effect to this Constitution. By-laws may prescribe the means by which effect is given to this Constitution.
- By-laws of the Association shall be re-issued, in printed form, each year to be tabled at the Annual General Meeting.
28 Standing Orders
The Association may upon Special Notice having been given, formulate such Standing Orders as are necessary for the orderly conduct of meetings. Raising a motion from the floor is to be:
- Provided to the Secretary no less than seven (7) prior to the meeting, or
- The President may suspend Standing Orders to allow the motion to be discussed and may:
- Defer the Motion until the next meeting,
- Request the proposed motion to be drafted and presented seven days prior to the next meeting, and
- Call upon a quorum to vote upon the acceptance of the proposed motion.
29 Dissolution of Association
The Association may at any time by a Special Resolution at a General Meeting called for the purpose, be dissolved. If upon the dissolution or winding up of the Association there remains after the satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid to or distributed among the members of the Association but shall be given or transferred to some other Association or institution having objectives similar to, wholly or in part to the objectives of the Association and which shall prohibit the distribution of its or their income and property among its or their members or to some charitable objective which Association, institution or objective shall be determined by the Members of the Association at or before the time of dissolution of winding up, or in default thereof or if any in so far as effect cannot be given to such determination then such payment or distribution shall be determined by a Judge of the Supreme Court.
30 Common Seal
The Common Seal of the Association engraved with the name of the Association shall be kept in the care of the Secretary. The seal shall not be used or affixed to any deed or other document except pursuant to the resolution of the Board and in the presence of the President and two (2) members of the Board, both of whom shall subscribe their names as witnesses.