postheadericon WARA Constitution - Revised Feb 2010

WARA Constitution February 2010 (in PDF)

1. Name

The name of the association will be the "Western Australian Rogaining Association Inc" and shall hereafter be known as "WARA".

2. Definitions and Interpretation

2.1 In this Constitution, unless the contrary intention appears –
“the Act” means The Associations Incorporation Act 1987 (WA)
"General Meeting" means a meeting to which all members are invited.
“ the Commissioner’ means the Commissioner for Consumer Protection exercising powers under the Act
“Annual General Meeting” means a meeting convened under rule 10.1
"In writing" means and includes printing or other means of representing or reproducing words in visible form.
“Ordinary Resolution” means other than a Special Resolution.
“Office Bearers” means the persons holding the officers specified in rule 8.2.
“Members” means ordinary members and honorary life members.
“Special General Meeting” means a General Meeting other than an Annual General Meeting
“Special Resolution” has the meaning given by section 24 of the Act, which in summary means a resolution that is passed by a majority of not less than three quarters of members who are entitled to vote at a General Meeting.
2.2 Words importing singular include the plural and words importing plural include the singular where the context permits.
2.3 Words importing the masculine gender include also the feminine gender

3. Objects

3.1 The objects of WARA shall be:
(a) to promote and foster the sport of Rogaining
(b) to organise and hold rogaining and similar events
(c) to promote and encourage cooperation between WARA and other bodies sharing similar interests.

4. Powers

The powers conferred on WARA are the same as those conferred by section 13 of the Act, so that, subject to the Act, WARA may do all things necessary or convenient for carrying out its objects and purposes, and, in particular, may:
(a) acquire, hold, deal with, and dispose of any real or personal property
(b) open and operate bank accounts
(c) invest its money -
(i) in any security in which trust monies may lawfully be invested
(ii) in any other manner authorised by the rules of WARA
(d) borrow money upon such terms and conditions as WARA thinks fit
(e) give such security for the discharge of liabilities incurred by WARA as WARA thinks fit
(f) appoint agents to transact any business of WARA on its behalf
(g) enter into any other contract it considers necessary or desirable
(h) act as trustee and accept and hold real and personal property upon trust, but does not have power to do any act or thing as a trustee that, if done otherwise than as a trustee, would contravene the Act or the rules of WARA.

v5 Income and Property 5.1 The income and property of WARA must be used solely for the promotion of the objects and purpose of WARA
5.2 No portion of the income or property of WARA may be paid, transferred or distributed, directly or indirectly, to members of WARA, except for payments made in good faith in the promotion of the purpose or objects of WARA, including (without limitation) payments by the way of:
(a) reimbursement of expenses
(b) remuneration to any officer, employee or other person doing work for WARA.
5.3 All monies paid to and by WARA shall be received and accounted for by the Treasurer. All cash shall be lodged into an account in the name of WARA as soon as practical after receipt.
5.4 No monies shall be drawn from any account of WARA's except by cheque signed by the bank signatories authorised by the Committee.
5.5 All cheques shall be signed by two office bearers.

6. Membership

6.1 WARA shall consist of:
(a) ordinary members
(b) honorary Life members.
as in hereafter defined, and who subscribe to this Constitution.
6.2 Ordinary members shall be persons:
(a) whose application for membership has been approved by the Committee, or a person authorised by the Committee to approve applications; and
(b) who have paid the annual subscription fee set by the Committee.
6.3 Honorary Life Membership may be awarded to members who have rendered a conspicuous and distinguished service to WARA.
6.4 Honorary Life Members are not required to pay annual fees.
6.5 Any member may recommend that any person be made an Honorary Life Member.
6.6 Recommendations for Honorary Life Membership shall be submitted in writing to the Secretary of WARA.
6.7 The Committee will obtain a report on the suitability of the person recommended for an Honorary Life Membership. The Committee will form a panel of three or more Life Members or other suitable persons for this purpose.
6.8 The Committee will decide who can be nominated for an Honorary Life membership at a General Meeting.
6.9 Nominations for an Honorary Life Membership must be advised as a notice of motion for a General Meeting.
6.10 A vote to award an Honorary Life Membership will only be successful if passed by a two third (2/3) majority of members present and voting at a General Meeting.

7. Committee

7.1 The Committee of WARA shall consist of the following members:
(a) the Office Bearers
(b) the Immediate Past President
(c) a member elected at the Annual General Meeting to the position of Newsletter Editor
(d) a member elected at the Annual General Meeting to the position of Volunteer Coordinator
(e) up to four other members elected at the Annual General Meeting
(f) co-opted members.
7.2 Except for nominations made under Rule 7.4, a person is not eligible to election to membership of the Committee unless:-
(a) another member has nominated him or her for election, that nomination has been seconded and the nominated member has accepted that nomination. The nomination notice ( in writing) must be delivered to the Secretary at least 7 days before the Annual General Meeting.
(b) the person is currently serving on the committee, whereupon they are automatically renominated for election.
Nominations may be withdrawn by the nominee at any time prior to the election of the committee.
7.3 If the number of persons eligible for election for committee positions do not exceed the number of vacancies, then the President must declare those persons to be duly elected as members of the Committee. Where the number of nominations exceeds the number of vacancies on the Committee, elections for those positions must be conducted.
7.4 If vacancies remain on the Committee after election of the persons defined in 7.2 additional nominations of Committee members may be accepted from the floor of the Annual General Meeting. If the nominations from the floor do not exceed the number of vacancies remaining, the President must declare those person to be duly elected. Where the number of nominations from the floor exceeds the number of vacancies remaining on the Committee, election for those positions must be conducted.
7.5 The Committee is responsible for the management of WARA, but it shall not act contrary to any resolution passed at a General Meeting of WARA.
7.6 If any member of the Committee has a direct or indirect financial interest in any contract, or proposed contract, entered into or being considered by the Committee, then that member must:
(a) disclose the nature and extent of that financial interest to the other members of the Committee as soon as he or she becomes aware of that financial interest
(b) not vote or take part in any deliberations or decision of the Committee relating to that contract.
7.7 The Secretary must cause every disclosure made by a member of the Committee to be recorded in the minutes of the meeting of the Committee at which it is made.
7.8 All Committee members shall hold office until the end of the Annual General Meeting following their election or cooption. Committee members shall be eligible for re-election.
7.9 The Committee may declare a Committee member to have vacated office if the member:
(a) ceases to be a member of WARA
(b) is absent without leave from two consecutive meetings of the Committee
(c) declines to act as directed by the Committee
(d) tenders his or her resignation and such resignation is duly accepted.
7.10 A member of the Committee may be removed from office by a two thirds (2/3) majority of those members present and voting at a General Meeting, providing that at least fourteen (14) days notice of such a motion has been given in writing to all members.
7.11 The Committee shall have the power to:
(a) coopt members as required for specific purposes
(b) approve, publish and implement the Rules of Rogaining and Technical Regulations as published by the Australian Rogaine Association
(c) appoint subcommittees for any purpose relating to the affairs of WARA and to prescribe the duties and powers of any such subcommittee
(d) consider and adjudicate on any apparent infringement of the Rules of Rogaining and Technical Regulations, whether such infringement should become known to the Committee by formal protest or otherwise
(e) determine the annual subscription fees for membership
(f) make, amend and rescind rulings and by-laws.

8. Office Bearers

8.1 Only members of WARA shall be eligible for election as office bearers.
8.2 The office bearers of WARA shall consist of:
(a) President
(b) Vice President
(c) Secretary
(d) Treasurer
and must be elected at an Annual General Meeting by ballot of members present and voting or appointed under rule 8.7.
8.3 The President shall see that the business of WARA is conducted in a proper manner and shall ensure WARA's well being and that the objectives of WARA are pursued. The President shall preside at General Meetings of WARA, have the voting rights of an ordinary member, and in the case of an equality of votes, shall have the casting vote. The President shall present a report of WARA's activities to the Annual General Meeting.
8.4 The Vice President shall have, in the absence of the President, all the powers of the President.
8.5 The Secretary shall conduct business on behalf of WARA, attend to correspondence, issue notices for meetings, keep all other records (other than financial) of WARA, and carry out such duties as the Committee may from time to time direct. The Secretary shall also keep Minutes of all meetings of WARA.
8.6 The Treasurer shall be responsible for all monies belonging to WARA and shall maintain an accurate set of records. The Treasurer shall present to the Annual General Meeting a statement of the receipts and expenditure, the assets and liabilities, and the financial position of WARA.
8.7 A vacancy in the position of an office bearer shall be filled, where possible, by a Committee member who was elected at the previous Annual General Meeting, otherwise by a member co-opted by the Committee.

9. Proceedings at General Meetings

9.1 The quorum for the General Meeting shall be 10% or 25 (whichever is the lower) of the ordinary members of WARA.
9.2 If within 30 minutes after the time specified for the holding of a general meeting a quorum is not present then the general meeting lapses and the Secretary in accordance with 10.2 or 11.3 must give notice when the next general meeting is to be held.
9.3 The President may, with the consent of a general meeting, or must if so directed by such a general meeting, adjourn that general meeting from time to time and from place to place.
9.4 Voting at general meetings shall be decided by a show of hands. A declaration by the President that a resolution has been passed shall be evidence of that fact.
9.5 A special resolution may be moved at a special general meeting or at an annual general meeting however the notice of that meeting must include the resolution to be proposed and the intention to propose the resolution as a special resolution.

10. Annual General Meetings

10.1 The Committee must convene Annual General Meetings of WARA within 4 months after the end of WARA’s financial year.
10.2 The Secretary must give to all members at least 21 days notice in writing of an Annual General Meeting. The notice must state the date, time and place of the Annual General Meeting as well as the particulars of the business to be considered at the meeting.
10.3 The business of each annual general meeting is to:
(a) present the annual report
(b) receive and approve audited financial reports
(c) elect a new committee
(d) consider any other matter of which notice has been given in notice in the notice of meeting
(e) general business.
10.4 An auditor, who shall not be a member of the Committee, shall be appointed by the members of WARA at the Annual General Meeting, and shall audit the books and accounts of WARA for presentation at the succeeding Annual General Meeting.

11. Special General Meetings

11.1 The Secretary may convene a Special General Meeting on authority of the Management Committee or at the request of at least 10 members of WARA.
11.2 The Special General Meeting must be held within one month of the date when the Secretary receives the request or is given authority by the Management Committee.
11.3 The Secretary must give all members at least 21 days notice in writing of a Special General Meeting. The notice must state the purpose, date, time and place of the Special General Meeting, as well as the particulars of the business to be considered at the meeting.

12. Committee Meetings

12.1 Committee meetings shall be held at the discretion of the Committee or at the direction of the President, provided that a Committee meeting is held at least every three months.
12.2 All Committee members shall be notified of committee meetings in writing at least seven days before the date of such meeting.
12.3 The quorum for a Committee meeting shall be five Committee members, of whom at least two must be office bearers.

13. Members Entitlements

13.1 Upon request, the members of WARA shall have made available for inspection and make a copy or take an extract, but shall not have the right to remove and shall require a staturatory declaration from the requestor that that information in the register will only be used for WARA purposes by any person requesting to copy / access the register and that the person will destroy or return all copies or extracts of the register at the conclusion of the rogaining business for which it was obtained. The secretary shall make available staturatory declaration forms.
(a) register of members
(b) current copy of the constitution (15.3)
(c) record of office bearers
(d) the rules, records and documents of WARA.
13.2 At any General Meeting of WARA, members are entitled to:
(a) propose motions or nominate people for election ( 7.4)
(b) speak for or against a motion
(c) exercise one vote per person.
13.3 Only members present in person shall be entitled to vote at General Meetings.

14. Discipline

14.1 The Committee may expel, suspend, penalise, or request the resignation of any member of WARA whose conduct in the opinion of the Committee is discreditable or injurious to the character or interests of WARA.
14.2 The Committee must communicate, either orally or in writing, to the member :-
(a) notice of the proposed suspension or expulsion and of the time, date and place of the Committee meeting at which the question of that suspension or expulsion will be decided; and
(b) particulars of that conduct;
not less than 30 days before the date of the committee meeting referred to in paragraph (a).
14.3 At the Committee meeting referred to in the notice communicated (14.2) the Committee may, having afforded the member concerned a reasonable opportunity to be heard by, or make representations in writing to, the Committee, suspend or expel or decline to suspend or expel that member from membership of WARA and must, forthwith after deciding whether or not to suspend or expel that member, communicate that decision in writing to that member.
14.4 Any member suspended or expelled by the Committee must, if he or she wishes to appeal against that suspension or expulsion, give notice to the Secretary of his or her intention to do so within 14 days after receiving the decision of the Committee under rule 14.3.
14.5 When notice is given under rule 14.4:
(a) WARA in a general meeting must, either confirm or set aside the decision of the Committee to suspend or expel the member, after having afforded the member who gave notice a reasonable opportunity to be heard by, or to make representations in writing, to WARA in a general meeting
(b) the member who gave that notice is not suspended or does not cease to be a member unless and until the decision of the Committee to suspend or expel him or her is confirmed.

15. Amendments to the Constitution

15.1 WARA may amended this Constitution only at a General Meeting by special resolution but not otherwise.
15.2 Within one month of the passing of a special resolution altering the rules, or such time as the Commissioner may in a particular case allow (on written application by WARA), WARA must lodge with the Commissioner notice of the special resolution setting out the particulars of the alteration together with a certificate given by a member of the Committee certifying that the resolution was duly passed as a special resolution and that the rules of WARA as so altered conform to the requirements of this Act.
15.3 Copies of this Constitution shall be available from the Secretary.

16. Dissolution

16.1 The existence of WARA shall end if WARA so decides by special resolution at a Special General Meeting called for that purpose, or if no Annual General Meeting is held for three consecutive years.
16.2 Surplus property of WARA that exists after dissolution and satisfaction of the debts and liabilities of WARA and the costs, charges and expenses of that dissolution, that property shall be distributed only to:
(a) another association incorporated under the Act which has similar objects and is not carried on for profit or gain to its individual members; and/or
(b) one or more charitable organisations;
as determined by resolution of the members.

17. Common Seal of Association

17.1 WARA must have a common seal on which its corporate name appears in legible characters.
17.2 The common seal of WARA must not be used without the express authority of the Committee and every use of that common seal must be recorded in the minute book.
17.3 The affixing of the common seal of WARA must be witnessed by any two of the President, the Secretary and the Treasurer.
17.4 The common seal of WARA must be kept in the custody of the Secretary or of such other person as the Committee from time to time decides.

18. Notices

18.1 Notices given to members of WARA in writing shall be deemed to have been served if sent to the last notified address.
18.2 Where a notice in writing has been sent by post, notice shall be deemed to have been served on the third day after posting.

Last Updated (Thursday, 12 February 2015 18:28)

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