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Constitution
Rare Fruit
Society of South Australia Incorporated Rules
Name
1 The name of the Society is “Rare Fruit Society of South Australia
Incorporated”.
Objectives
2 The objectives of the Society are the development and promotion of
interest in and understanding of the propagation, preservation and
cultivation of rare and unusual food trees and plants.
The undertaking of all reasonable steps to achieve these objectives
up to and including those powers stated in clauses 18 and 19.
Membership
3 Membership of the Society shall be in the categories of Patron,
Members, Honorary Members and Honorary Life Members and such other
categories as the Committee of Management may determine.
4 The Committee of Management may invite any person to become a
Patron Member of the Society. Upon acceptance of such invitation the
person(s) invited shall forthwith become a Patron Member. Patron
Members shall be honorary positions not subject to paying annual
subscriptions.
5 Members shall be any persons with an interest in the Society’s
objectives and who apply for membership and pay the prescribed
annual subscriptions. Membership can be either as Single Members or
Family Members.
6 Honorary Members shall be any persons deemed fit by the Committee
of Management during temporary residence in South Australia not
exceeding six months. Honorary Members shall have the privileges of
Members except they will not be qualified to be Officers or elected
or co-opted to the Committee of Management or to vote as members and
will not be required to pay subscriptions.
7 Honorary Life Members shall be any persons of renown or who have
given long and valuable service to the Society as recommended by the
Committee of Management and ratified by a General Meeting. Honorary
Life Members shall have all the privileges of membership but shall
not be required to pay subscriptions.
Subscriptions
8 Annual subscriptions for each year commencing on 1st April and
ending on 31st March shall be determined at the Annual General
Meeting as provided in Rule 24 and shall be due and payable
forthwith on such determination. In the absence of a specific
determination at the Annual General Meeting all subscriptions will
continue at the previous rates until varied by a General Meeting.
9 Membership of the Society shall be suspended for any Member whose
subscriptions remain unpaid on 31st August next following the Annual
General Meeting at which they were determined. Suspended members
will not be eligible to vote at Society meetings until re-admitted
as provided for hereunder.
10 Any Member whose membership has been suspended in accordance with
the foregoing Rule or any other reason may be re-admitted with the
approval of the Committee of Management and subject to conditions of
payment of subscription arrears as determined by the Committee of
Management.
Entitlements
11 All members shall be entitled to:
a) Admission to all General Meetings, lectures, field trips and
presentations arranged by the Society.
b) Free use of the Society’s library of reference materials and such
other property as the Committee of Management may from time to time
determine.
c) Receive free of charge one copy of the Society’s Rules
publications printed notes annual reports and financial statements.
d) Submit for sale, trade or exchange at the Society’s meetings
plants, plant materials and products under conditions as may be
determined from time to time by the Committee of Management.
e) Vote at any Annual General or Special General Meeting of the
Society. A Single Member will be entitled to one vote and Family
Membership will entitle two persons to vote; and,
f) Participate in all general activities of the Society.
Committee of Management
12 Direction, management and administration of the Society shall be
vested in a Committee of Management elected at Annual General
Meetings normally consisting of -
a) A President;
b) A Vice-President;
c) An Honorary Secretary;
d) An Honorary Treasurer;
e) Any other positions as determined by the Committee of Management;
f) A Committee of not less than four (4) and not more than eight (8)
members.
13 The Committee of Management may appoint sub-committees as deemed
necessary.
14 All elected members of the Committee of Management shall retire
annually at the Annual General Meeting but shall be eligible for
re-election at that meeting.
15 In the event of the election of a new person as President the
immediate past President shall be invited to serve on the Committee
ex-officio with full voting rights, for a period not exceeding
twelve (12) months.
16 The outgoing committee shall appoint a Returning Officer who
shall seek nominations of willing Society Members for elected
Society positions from the floor at the Annual General Meeting.
17 The Committee of Management may fill any extraordinary vacancy by
co-opting any willing Society Members.
Powers
18 The powers of the Society shall be the powers contained in the
Associations Incorporations Act and without limiting those powers
the Society shall be entitled to hold real or personal property,
open and operate bank accounts, invest in trustee securities, and
enter into any necessary or desirable contract including a contract
of employment.
19 The Committee shall be entitled to exercise the full powers of
the Society, and without limiting those powers shall have the
management and control of the funds and other property of the
Society, provided that the Committee must obtain the approval of a
General Meeting before borrowing money or securing any payment by
charging the property of the Society.
Proceedings of The Committee of
Management
20 The Committee of Management shall meet on a regular basis not
less than five (5) times per annum to conduct the affairs of the
Society.
21 Not less than fifty percent (50%) of members of the Committee of
Management shall form a quorum and the President shall take the
chair. In the President’s absence the Vice-president shall chair and
in the absence of the Vice-president the meeting shall elect a chair
from the other Officers present. Every resolution proposed shall be
moved and seconded and in the event of the votes for and against it
being equal the chair shall have a casting vote in addition to a
deliberative vote.
Honorary Secretary
22 The Honorary Secretary shall conduct all correspondence issue
notices of meetings conduct the ballots keep the minutes and the
list of members direct the servants of the Society and shall
surrender to the Committee of Management when required all books and
documents belonging to or relating to the Society.
Honorary Treasurer
23 The Honorary Treasurer shall receive all moneys due to the
Society and shall forthwith pay them into an agreed financial
institution to the credit of the Society pay all claims passed by
the Committee of Management and prepare a statement of receipts and
expenditure for each meeting of the Committee of Management and for
the Annual General meeting. All accounts shall be paid by cheque
signed by the Honorary Treasurer and one other office bearer
approved as a bank signatory, or other method approved by the
committee of management. The Honorary Treasurer shall produce the
books of account with all entries duly made when called upon to do
so and shall hand to the Committee of Management when required all
books and documents belonging to or relating to the Society.
Seal Holders
24 The Seal Holders of the Society shall be the President,
Vice-president, Honorary Secretary and Honorary Treasurer. The
Honorary Secretary and any one other of the Seal Holders shall be
the persons authorised to use the Common Seal of the Society.
25 A Public Officer shall be appointed by the Committee of
Management.
General Meetings
26 The Society will aim to hold General Meetings once every two (2)
months at a time and place to be determined by the Committee of
Management.
27 Resolutions shall be passed by a majority vote of eligible voting
members present at General and other meetings.
28 One such bi-monthly meeting shall be the Annual General Meeting
of the Society which shall be held as close as possible but in any
case prior to 1st April each year at a time to be fixed by the
Committee of Management for the following purposes;
a) To receive from the Committee of Management a report and balance
sheet (to be duly audited by an auditor) for the preceding financial
year;
b) To elect the Committee of Management;
c) To determine the subscriptions for the following year;
d) To appoint an Auditor for the following year;
e) To transact any other business which may be brought forward by
the Committee of Management or which may be duly submitted to the
meeting as hereinafter provided.
29 Any member wanting to move a resolution at any Annual or Special
General Meeting shall give notice thereof in writing stating clearly
the terms of such resolution to the Honorary Secretary not less than
twenty one (21) days before the date of such meeting.
30 The Committee of Management may by its own resolution at any time
for any special purpose convene a Special General Meeting and it
shall do so forthwith upon requisition in writing from four (4)
Members of the Society stating the purposes for which the meeting is
required. Wherever possible Special General Meetings will be
arranged to coincide with a normal or Annual General meeting.
31 Fourteen (14) days at least before the Annual General Meeting or
any Special General Meeting a notice of such meeting shall be
distributed to every Member.
32 The President shall chair General Meetings of the Society. In the
absence of the President the Vice-President or in the absence of the
Vice-President another Officer elected by the meeting shall chair
the meeting. Every financial member shall be entitled to vote upon
every motion (Subject to Rules 3, 5 and 7). When entitled to vote
every member including the chair shall have one vote. Where the
votes for and against any resolution are equal the chair shall have
a casting vote in addition to a deliberative vote.
33 The quorum at all General Annual and Special Meetings shall be
twenty (20) voting members.
34 Visitors may be permitted to attend meetings of the Society under
conditions determined by the Committee of Management. Visitors will
not be eligible to vote on resolutions presented and discussed at
Society meetings.
Non-profit Association
35 The Society is not to be carried on for the purpose of profit or
gain to individual members or relatives of members thereof.
Accordingly, if upon the winding up or dissolution of the Society
there remains after the satisfaction of all its debts and
liabilities any property whatsoever the same shall not be paid to or
distributed amongst the members of the Society but shall be given or
transferred to some institution or institutions having objectives
similar to the objectives of the Society and which shall prohibit
the distribution of its or their income and property among its or
their members or to such public charitable institution or
institutions to be determined by the members of the Society at or
before the time of dissolution and in default thereof by such Judge
of the Supreme Court of South Australia as may have or acquire
jurisdiction in the matter.
Winding Up Of Society
36 In the event of the Society being wound up in accordance with the
provisions of the Associations Incorporation Act 1985, the assets
remaining after the satisfaction of all debts and liabilities shall
be distributed as follows:
a) In the first instance the Society’s archives and library would be
offered to the Mortlock Library of South Australia.
b) Items and assets remaining shall be offered for transfer to
another society with similar aims, provided also that such
organization is incorporated or otherwise prohibits the distribution
of property amongst its members.
Alteration To Rules
37 These Rules may be added to repealed or amended by resolution at
any Annual or Special General Meeting provided that no such
resolution shall be deemed to have been passed unless it be carried
by a majority of at least two thirds of the votes of the members
present who are eligible to vote.
38 Details of proposed amendments to these Rules must be presented
in writing to the previous general meeting.
Interpretation of Rules
39 The Committee of Management is the sole authority for the
interpretation of these Rules and the decision of the Committee of
Management upon any question of interpretation or upon any matter
affecting the Society and not provided for by these Rules shall be
final and binding on the members.
40 The Rules existing heretofore are hereby repealed and the above
Rules are substituted therefore provided that the repeal shall not
retrospectively affect any rights status or obligations under the
rules hereby repealed except so far as provided for by the above
Rules.
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