Constitution

Constitution of the Royal Australian Navy Communications Branch Association (NSW) Inc. RANCBA (NSW)

TABLE OF CONTENTS.

TOPIC PAGE NO.

NAME……………………………………………………………………… .…………………………… 3

DEFINITIONS and LEGISLATION……………………………………………………….…….. 3

AIMS AND OBJECTIVES……………………………………………… ….……………………… 3

MEMBERSHIP………………………………………………………… … ………………….……… 4

ORDINARY MEMBERS…………………………………….………………………………..…….. 4

ASSOCIATE MEMBERS………………………………………………………………….………… 4

HONORARY MEMBERS…………………………………………………………………….………. 4

LIFE MEMBERS………………………………………………………………………………..……. 4

APPLICATION FOR MEMBERSHIP………………………………………………..………… 5

CESSATION OF MEMBERSHIP………………………………………………………………… 6

RESIGNATION OF MEMBERSHIP…………………………………………………………….. 6

REGISTER OF MEMBERS………………………………………………………………………… 6

DISCIPLINING MEMBERS……………………………………………………………………………… 6

RIGHT OF APPEAL OF DISCIPLINED MEMBER.………………………………………….. 6

FEES and SUBSCRIPTIONS………………………………………………………………………. 7

MEMBERS’ LIABILITIES…………………………………………………………………………… 7

THE COMMITTEE……………………………………………………………………………………. 7

COMPOSITION AND MEMBERSHIP OF COMMITTEE………………………………. 7

ELECTION OF OFFICE BEARERS………………………………………………………………. 8

SECRETARY……………………………………………………………………………………………. 8

TREASURER……………………………………………………………………………………………. 9

CASUAL VACANCIES……………………………………………………………………………….. 9

COMMITTEE MEETINGS AND QUORUM………………………………………………….. 9

QUORUM……………………………………………………………………………………………….. 10

APPOINTMENT OF ASSOCIATION MEMBERS AS COMMITTEE MEMBERS TO CONSTITUTE A QUORUM……………………………………………………………………………………………….. 10

USE OF TECHNOLOGY AT COMMITTEE MEETINGS………………………………….. 10

VOTING AND DECISIONS………………………………………………………………………… 10

MEETINGS……………………………………………………………………………………………… 11

AMENDMENTS TO THE CONSTITUTION………………………………………………….. 12

DISSOLUTION…………………………………………………………………………………………. 12

DISTRIBUTION OF PROPERTY ON WINDING UP OF ASSOCIATION……………. 12

CUSTODY OF BOOKS ETC………………………………………………………………………… 12

INSPECTION OF BOOKS ETC……………………………………………………………………. 13

SERVICE OF NOTICES……………………………………………………………………………… 13

FINANCIAL YEAR…………………………………………………………………………………….. 13

BANK ACCOUNT……………………………………………………………………………………… 13

PATRON…………………………………………………………………………………………………… 13

POWER OF THE COMMITTEE: BY-LAWS…………………………………………………… 14

NAME

1.1 The name of the association is the Royal Australian Navy Communications Branch Association (NSW) Incorporated. [Hereinafter referred to as the Association or the RANCBA (NSW) Inc.]

DEFINITIONS and LEGISLATION

In this Constitution:

2.1 Association or RANCBA (NSW) means the Royal Australian Navy Communications Branch Association (NSW) Incorporated.

2.2 ordinary committee member means a member of the committee who is not an office-bearer of the association.

2.3 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,

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

2.5 “in writing” includes email and other electronic communications.

2.6 the Act means the Associations Incorporation Act 2009.

2.7 the Regulation means the Associations Incorporation Regulation 2016.

2.8 Legislation:

(a) This Constitution is to be read and interpreted subject to the provisions of the Association Incorporations Act 2009 (NSW), hereinafter referred to as the Act

(b) To the extent that any provisions of this Constitution are inconsistent with the Act then the Act shall prevail.

(c) To the extent that any matter is not adequately covered by this Constitution then as appropriate, the Model Constitution published by the NSW Department of Fair Trading under the Act, will apply.”

2.9 Executive.

(a) In this Constitution the Executive of the association shall consist of the President, Secretary and Treasurer. The Executive shall have discretionary power to increase its size for specific purposes.

(b) The Executive shall be responsible to the association as a whole and is to report to it members no less than annually in all matters and events, including financial status affecting the association.

AIMS AND OBJECTIVES

3.1 To foster and encourage a spirit of comradeship and communication between the Association and its members.

3.2 Through the publication of our Newsletter to provide photographic content from times gone by and the present; to keep members informed of events in the world of Naval Communications, to provide advice on policy changes or issues relating to the Department of Veterans’ Affairs (DVA) and to communicate items of general interest.

3.3 To affiliate with or associate with any person or association, whose aims and objectives are acceptable to the Association Inc. and to foster good relationships with all such persons and organisations.

3.4 To work together with the Chapters of the Association regular intervals to organise a National RAN Communications Branch Reunion.

3.5 To maintain a register of all Communications Branch personnel who are accepted for membership of the RANCBA (NSW) Inc.

3.6 To organise reunions and meetings among the members of RANCBA (NSW) Inc.

3.7 To establish and maintain a secretariat.

3.8 To receive and disseminate information.

3.9 Raise monies in such a manner that the association may determine from time to time and to invest such monies not required for the immediate running of the association in a manner to be determined by the committee.

MEMBERSHIP

The association shall have the following classes of membership:

(a) Ordinary Members

(b) Associate Members

(d) Life members

Ordinary Members

4.1 The following persons are eligible to become ordinary members:

(a) All former and serving members of the Royal Australian Navy and other Commonwealth Naval Communications Branch Personnel.

Associate members

4.2 The following persons are eligible to become associate members.

(a) Partners of all persons (living or deceased) eligible to become ordinary members.

Honorary Members.

4.3 The Executive may award honorary membership to any person who merits this honour by virtue of position or has been of outstanding service to the association.

(a) Honorary membership awarded for distinguished service shall be for a period of three years. However, should circumstances warrant, the Executive may, at the end of any period of honorary membership, award an extension of a further three years.

Life Members.

4.4 The Executive may award life membership to any person who has rendered distinguished service to the association over a prolonged period or has made a substantial contribution to the association.

APPLICATION FOR MEMBERSHIP

5.1 An application by a person for membership of the association:

(a) must be made in writing (see definitions) in the form determined by the committee, and

(b) must be lodged with the secretary of the association.

5.2 As soon as practicable after receiving an application for membership, the secretary must refer the application to the committee, which is to determine whether to approve or to reject the application.

5.3 As soon as practicable after the committee makes that determination, the secretary must:

(a) notify the applicant in writing that the committee approved or rejected the application (whichever is applicable), and

(b) if the committee 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 annual subscription.

5.4 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.

CESSATION OF MEMBERSHIP

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

(a) dies, or

(b) resigns membership, or

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

RESIGNATION OF MEMBERSHIP

6.1 If a member of the association ceases to be a member, the secretary must make an appropriate entry in the register of members recording the date on which the member ceased to be a member.

REGISTER OF MEMBERS.

7.1 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.

7.2 The register of members must be kept in New South Wales: at the association’s official address.

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

(b) A member of the association may obtain a copy of any part of the register on payment of a reasonable fee for each page copied.

7A. DISIPLING OF MEMBERS.

(1) A complaint may be made to the committee 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 willfully acted in a manner prejudicial to the interests of the association.

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

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

(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 committee in connection with the complaint, and

(4) The committee 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 committee 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 committee 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.

7B. RIGHT OF APPEAL OF DISIPLINED MEMBER

(1) A member may appeal to the association in general meeting against a resolution of the committee 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 committee, which is to convene a general meeting of the association to be held within 28 days after the date on which the secretary received the notice.

(4) At a general 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 committee 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.

FEES and SUBSCRIPTIONS

8.1 A member of the association must, on application for membership, pay to the association a joining fee determined by the Committee,

8.2 The Members’ annual subscription shall be determined by the committee from time to time and is payable by ANZAC Day each year.

8.3 Members who have not renewed their subscription within 3 months of the prescribed date will be un-financial and their membership will be terminated.

MEMBERS’ LIABILITIES.

9.1 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 their membership of the association as required by section 8.

THE COMMITTEE

10.1 POWERS OF THE COMMITTEE.

Subject to the Act; and 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 those functions that are required by this constitution to be exercised by a general meeting of members of the association, and

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

COMPOSITION AND MEMBERSHIP OF COMMITTEE.

11.1 The committee is to consist of:

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

(b) at least 3 ordinary committee members, each of whom is to be elected at the annual general meeting of the association under clause 15.

11.2 The total number of committee members is to be 7.

The office-bearers of the association are as follows:

the president,
the treasurer,
the secretary.
minutes secretary;

e. editor & publisher of the RANCBA Newsletter; and
f. 3 ordinary committee members

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

11.4 There is no maximum number of consecutive terms for which a committee member may hold office.

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

11.6 In the event of a casual vacancy in any office referred to in 11.2, the committee may appoint one of its members to the vacant office and the member appointed may continue in office up to and including the conclusion of the annual general meeting next following the date of the appointment.

ELECTION OF OFFICE BEARERS

12.1 The office bearers must be fully paid up members of the association, shall be nominated, seconded and elected by those present at the Annual General Meeting, and shall serve until the election of office bearers at the next Annual General Meeting. Only written nominations will be accepted.

12.2 If insufficient nominations are received to fill all vacancies on the committee, the candidates nominated are taken to be elected and further nominations are to be received at the annual general meeting.

12.3 If insufficient further nominations are received, any vacant positions remaining on the committee are taken to be casual vacancies.

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

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

12.6 The ballot for the election of office-bearers and ordinary committee members of the committee is to be conducted at the annual general meeting in a fair and proper manner that the committee decides.

12.7 A person nominated as a candidate for election as an office-bearer or as an ordinary committee member of the association must be a paid-up member of the association.

SECRETARY.

13.1 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.

13.2 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 committee, and

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

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

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

TREASURER.

14.1 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.

CASUAL VACANCIES.

15.1 In the event of a casual vacancy occurring in the membership of the committee, the committee may appoint a member of the association to fill the vacancy and the member so appointed is to hold office, until the annual general meeting next following the date of the appointment.

15.2 A casual vacancy of a member of the committee 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 committee from 3 consecutive meetings of the committee, or

(h) is convicted of an offence involving fraud, dishonesty or other criminal offense 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.

COMMITTEE MEETINGS AND QUORUM.

16.1 The committee must meet at least 3 times in each period of 12 months at the place and time that the committee may determine.

16.2 Additional meetings of the committee may be convened by the president.

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

16.4 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 committee members present at the meeting unanimously agree to treat as urgent business.

16.5 Any 3 members of the committee constitute a quorum for the transaction of the business of a meeting of the committee.

16.6 No business is to be transacted by the committee 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 and reconvened at a date and time to be determined.

16.7 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.

16.8 For a general meeting, five members personally present (being members entitled under these Rules to vote at a general meeting) constitute a quorum for the conduct of the business of a general meeting.

16.9 At a meeting of the committee:

(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 committee chosen by the members present at the meeting is to preside.

APPOINTMENT OF ASSOCIATION MEMBERS AS COMMITTEE MEMBERS TO CONSTITUTE A QUORUM.

17.1 If at any time the number of committee members is less than the number required to constitute a quorum for a committee meeting, the existing committee members may appoint a enough members of the association as committee members to enable the quorum to be constituted.

17.2 A member of the committee so appointed is to hold office, subject to this constitution, until the annual general meeting next following the date of the appointment.

17.3 This clause does not apply to the filling of a casual vacancy to which clause 15 applies.

USE OF TECHNOLOGY AT COMMITTEE MEETINGS.

18.1 A committee meeting may be held at 2 or more venues using any technology approved by the committee that gives each of the committee’s members a reasonable opportunity to participate.

18.2 A committee member who participates in a committee 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.

VOTING AND DECISIONS.

19.1 Questions arising at a meeting of the committee or of any sub-committee appointed by the committee are to be determined by most of the votes of members of the committee or sub-committee present at the meeting.

19.2 Each member present at a meeting of the committee or of any sub-committee appointed by the committee (including the person presiding at the meeting) is entitled to one vote but, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.

19.3 Subject to clause 20 (5), the committee may act despite any vacancy on the committee.

19.4 Any act or thing done or suffered, or purporting to have been done or suffered, by the committee or by a sub-committee appointed by the committee, is valid and effectual despite any defect that may afterwards be discovered in the appointment or qualification of any member of the committee or sub-committee.

MEETINGS.

20.1 ANNUAL GENERAL MEETING (AGM)

The Association shall in each calendar year convene an Annual General Meeting of its members. The Annual General Meeting shall be held on such day as the committee determines within 6 months of the Associations’ end of the financial year, in a place and at a time to be decided by the committee.

The business of the meeting shall consist of the consideration of reports of the President, Secretary & Treasurer and shall cover the preceding twelve months.

The election of the office bearers for the ensuing twelve months shall be conducted at this meeting.

Notice shall be given of the AGM in the newsletter and mailed prior to the meeting.

20.2 GENERAL MEETINGS.

General Meetings shall be held four times per year.

The business of the meeting shall be the consideration of all matters placed on the agenda paper for the meeting and such other business as may be expedient to be considered at the meeting.

20.3 EXTRAORDINARY GENERAL MEETINGS.

The President, or in their absence the Vice-President, may at any time they considers it expedient to do so convene an Extraordinary General Meeting of the association by giving to each member of the association not less than fourteen days’ notice of such meeting and the business to be considered at the meeting.

20.4 ADJOURNMENT OF MEETINGS.

The person presiding may, with the consent of most members present at the meeting, adjourn the meeting from time to time and place to place.

No business may be conducted at an adjourned meeting other than the unfinished business from the meeting that was adjourned.

If a meeting is adjourned for 14 days or more, notice of the adjourned meeting must be given in accordance with rule 12.

Except as provided in sub-rule (3), it is not necessary to give notice of an adjournment or of the business to be conducted at an adjourned meeting.

20.5 POLL AT GENERAL MEETINGS.

If at a meeting a poll on any question is demanded by not less than 3 members, it must be taken at that meeting in such manner as the Chairperson may direct and the resolution of the poll shall be deemed to be a resolution of the meeting on that question.

A poll that is demanded on the election of a Chairperson or on a question of an adjournment must be taken immediately and a poll that is demanded on any other question must be taken at such time before the close of the meeting as the Chairperson may direct.

20.6 MANNER OF DETERMINING WHETHER RESOLUTION CARRIED.

If a question arising at a general meeting of the Association is determined on a show of hands

a declaration by the Chairperson that a resolution has been carried; or

carried unanimously; or

carried by a majority; or

lost; and

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.

AMENDMENTS TO THE CONSTITUTION.

21.1 All amendments to the Constitution of the association may be carried out at an Annual General Meeting or an Extraordinary General Meeting called for that purpose. Such amendments shall require the approval of three quarters of the members present at the meeting.

DISSOLUTION.

22.1 The association shall be dissolved if membership becomes less than ten persons or upon the vote of three-quarters majority of the members present at an Extraordinary General Meeting convened to consider such dissolution.

DISTRIBUTION OF PROPERTY ON WINDING UP OF ASSOCIATION.

23.1 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.

23.2 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.

CUSTODY OF BOOKS ETC.

24.1 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 secretary or a member of the association (as the committee determines), or

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

INSPECTION OF BOOKS ETC.

25.1 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,

25.2 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 $3 for each page copied.

25.3 Despite subclauses (1) and (2), the committee 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.

SERVICE OF NOTICES.

26.1 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.

FINANCIAL YEAR.

27.1 The financial year of the association is:

(a) 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.

BANK ACCOUNT

28.1 A Bank account or accounts shall be opened and maintained at such bank or banks within the Commonwealth of Australia as the association may from time to time determine as necessary. Cheques must be signed and countersigned by any two of the President, Vice-President, Secretary, Treasurer or members of the committee whose signature is held by the bank where the account is held. The name of any such account shall be Royal Australian Communications Branch Association NSW.

28.2 USE OF TECHNOLOGY for BANKING.

That all forms of Electronic Banking available at our nominated Bank be available for use by the association.

PATRON.

29.1 The Executive may solicit the support of a prominent person to be patron of the association. On the appointment a patron shall become an honorary member of the association. Other provisions regarding the patron are:

(a) The patron shall during the period of their honorary membership allow the use of their name on the association letterhead and in the title page of official documents originated by the association.

(b) The patron shall not sit on either the Executive or the Committee.

(c) Where an appointed patron is already a member of the association, appointment as patron will render void any current membership of the association held by the appointee.

(d) The patron’s attendance at any meeting of the association will not be counted for the purposes of determining a quorum.

POWERS OF THE COMMITTEE: BY-LAWS.

30.1 The Committee has the power to make By-Laws provided they are consistent with this Constitution and are necessary or desirable for the proper operation, control, management and administration of the Association.

30.2 The Committee will have the power to amend or rescind the By-Laws.

30.3 Any new By-Laws or amendments to current By-Laws made under this Constitution will come into force when complete details are posted on the Associations Website & promulgated in the Associations Newsletter in both cases including the date the changes take effect.

RANCBA