Constitution 1998

Name

1(1) The name of the incorporated Association is:  Nunawading Wargames Association Incorporated (in these rules called “the Association”)

(2)An acceptable form of abbreviated name shall be “N.W.A. Inc.” or “N.W.A.”

Interpretation

2(1) In these rules, unless the contrary intention appears:

“Committee” means the Committee of Management of the Association.

  • “Financial year” means the year ending on 31st October.
  • “Annual General Meeting” means an Annual General Meeting of members convened in accordance with Rule 11. 
  • “Special General Meeting” means a Special General Meeting of members convened in accordance with Rule 11.
  • “Member” means a fully financial member of the Association in accordance with Section 3(7).
  • “Ordinary Member of the Committee” means a member of the Committee who is not an officer of the Association under Section 21.
  • “The Act” means the Associations Incorporation Act 1981.

(2)In these Rules, a reference to the Secretary of an Association is a reference: where a person holds office under these Rules as Secretary of the Association to that person; and in any other case, to the public officer of the Association.

(3)Words or expressions contained in these rules shall be interpreted in accordance with the provisions of the Acts Interpretation Act 1958 and the Act as in force from time to time.

(4)In all cases where the words him, his are used these may be automatically altered to non-gender specific words

Application for Membership

3(1)A Natural person who has applied and is approved for membership as provided in these rules is eligible to be a member of the Association on attendance at two meetings of the Association and payment of the annual subscription payable under these rules.

(2)A person who is not a member of the Association at the time of the incorporation of the Association (or whom was such a member at the time but has ceased to be a member) shall not be admitted to membership unless their admission as a member is approved by the Committee.

(3)Any person, regardless of age, sex, religion, disability, creed or colour, may apply for membership of the Association. 

(4)An application consists of the applicant applying in person to a member of the Committee to become a member.

(5)The Committee reserves the right to refuse membership to any person applying by convening a special Committee meeting and voting on the application. A unanimous decision is required for an application to be rejected.

(6)In the case of a rejection of an application, a reason for the decision is to be given to the person by at least two of the Committee in person.

(7)The Treasurer or otherwise appointed official shall, upon payment of the annual subscription fee, enter the applicants name in the register of members kept by the Secretary or otherwise appointed official and, upon the name being entered and a current membership card be given to the applicant, the applicant becomes a fully financial member of the Association.

(8)The rights, privileges and obligations of a member of the Association are only available to those whom are fully financial.

(9)A right, privilege, or obligation of a person by reason of their membership of the Association:

(a) is not capable of being transferred or transmitted to any other person;

(b) terminates upon the cessation of their membership whether by death or resignation or otherwise.

(10)Every person by applying for membership of the Association has inherently agreed to abide by the Constitution of the Association as well as any other rules and/or guidelines set by the Committee.

Entrance Fee and Annual Subscription

4(1) No entrance fee is payable for fully financial members of the Association. (As Amended 2003)

(2) The annual subscription fee is a fixed sum determined by the Committee and is payable in advance on or before the first meeting in each year or by another date as the Committee shall determine and advise to members. (As Amended 2003)

(3)Any variation of annual subscription fee is to be a result of a unanimous decision of the Committee and Officers of the Association.

Register of Members

5(1)The Secretary or otherwise appointed Committee official shall keep and maintain a register of members in which shall be entered the name address and date of entry of the name of each member and the register shall be available for inspection by members at the address of the public officer.

(2)The register of members is strictly private and confidential and is not to be available for inspection to any other people except in accordance with the act. No listing is to be transcribed, copied or facsimiled in any way for passing on to outside parties.

Resignation And Expulsion Of Member

6(1)A member of the Association who has paid all moneys due and payable by him to the Association may resign from the Association whenever he wants by giving at least five minutes notice to a member of the Committee.

(2)Upon the receipt of a notice given under sub-clause (1), the Secretary or otherwise appointed person shall make in the register of members an entry recording the date upon which the member by whom the notice was given, ceased to be a member.

7(1) Subject to these rules, the Committee may by resolution:

(a) expel a member from the Association; or

(b) suspend a member from the Association for a specified period.

(2)A resolution of the Committee under sub-clause (1) takes effect upon the delivering of the notice of resolution following a unanimous decision of the Committee.

(3)Where the Committee passes a resolution under sub-clause (1), at least two of 

the Committee members shall, as soon as practicable, serve on the member a notice in person:

(a)setting out the resolution of the Committee and the grounds on which it was based;

(b)informing the member that he may give to the Committee within seven days a verbal or written statement seeking revocation of the resolution.

(4)At a meeting of the Committee held in reply to the members appeal, the Committee:

(a)shall give to the member an opportunity to be heard;

(b)shall give due consideration to any statement submitted by the member; and

(c}shall by resolution determine whether to confirm or revoke the resolution.

(5)If at any stage of the previous sub-sections a decision of the Committee is other than unanimous, the member will be allowed to remain as a member of the club, after being given a warning by the Committee in relation to the decision not to expel the member.

Annual General Meeting

8(1)(a)The Association shall in each calendar year convene an Annual General Meeting of its members.

(b)The quorum for the Annual General Meeting shall be one-third of the fully financial members.

(2)The Annual General Meeting shall be held on such a day and venue as the Committee determines. The Annual General Meeting must be held within 5 months after the end of the financial year of the Association.

(3)The Annual General Meeting shall be specified in the notice convening it. The notice must specify that only fully financial members are eligible to vote at the Annual General Meeting.

(4)The ordinary business of the Annual General Meeting shall be:

(a)to confirm the minutes of the last preceding Annual General Meeting and of any general meeting held since that meeting;

(b)to receive the financial statements of transactions during the previous financial year, where these statements are a true and fair view of the financial position of the Association. 

(c)to receive from the Officers and Committee any other reports, other than those mentioned in sub-clause 8(4)(b) upon the transactions of the Association during the preceding financial year;

(d)to elect the Officers and Committee of the Association; and

(e)to receive and consider the statement submitted by the Association in accordance with section 30(3) of the Act.

(5)The Annual General Meeting shall be held in addition to any other general meetings that may be held in the same year.

Special General Meeting

9(1) Special General Meetings for the Association are to be convened to consider any special business or special resolutions.

(2)All general meetings other than the Annual General Meeting may be called Special General Meetings. 

(3)A Special General Meeting may be held within the Annual General Meeting to transact special business or special resolutions of which notice is given in accordance with these rules. 

(4)Such meetings may be held at the same date and venue as the Annual General Meeting but at a time specified as different to the Annual General Meeting

(5)A quorum of the fully financial membership of the Association is required when a Special General Meeting is called. This quorum is one-third of the fully financial members.

(6)A special resolution is passed if:

of the entitled members of the Association who vote, not less than three quarters vote in favour of the resolution 

10(1) The Committee may, whenever it thinks fit, convene a special general meeting of the Association and, where, but for this sub-clause, more than 15 months elapse between annual general meetings, shall convene a Special General Meeting before expiration of that period.

(2)The Committee shall, on the requisition in writing of members representing not less than 20% of the total number of members, convene a Special General Meeting of the Association.

(3)The requisition for a Special General Meeting shall state the objects of the meeting and shall be signed by the members making the requisition and be sent to the address of the Secretary and of the Association and may consist of several documents in a like form, each signed by one or more of the members making the requisition.

(4)If the Committee does not cause a Special General Meeting to be held within one month of the date on which the requisition is sent to the address of the Secretary and of the Association, the members making the requisition, or any of them, may convene a Special General Meeting to be held not later than three months after that date.

(5)A Special General Meeting convened by members in pursuance of these rules shall be convened in the same manner or as nearly as possible as that in which those meetings are convened by the Committee and all expenses incurred in convening the meeting will be borne by those members convening that Special General Meeting.

Notice of Meeting

11(1)The Secretary of the Association shall, at least 14 days before the date fixed for holding a  Special General Meeting or Annual General  meeting of the Association hand deliver to each member of the Association, or cause to be sent to each member of the Association at their address appearing in the register of members, a notice stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.

(2)Business may be raised at the meeting. However, business on which a vote by the members is required, must be included on the notice of the meeting.

(3)A member desiring to bring any business before a meeting on which a vote is required, may give notice of that business to the Secretary, who shall include that business in the notice calling the next general meeting after receipt of the notice.

Proceedings at Meetings

12(1)All business that is transacted at a Special General Meeting and all business that is transacted at the annual general meeting and with the exception of that specially referred to in these rules as being the ordinary business of the annual general meeting shall be deemed to be special business.

(2)No item of business shall be transacted at the general meeting unless a quorum of members entitled under these rules to vote is present during the time when the meeting is considering that item.

(3)One third of the fully financial members personally present (being members entitled under these rules to vote at a general meeting) constitute a quorum for the transaction of business of a general meeting.

(4)If within half an hour after the appointed time for the commencement of a general meeting, a quorum is not present, the meeting if convened upon the requisition of members shall be dissolved and in any other case stand adjourned to the same day in the next week at the same time and (unless another place is specified by the Chairman at the time of the adjournment or by written notice to members given before the day to which the meeting is adjourned) at the same place and if at the adjourned meeting the quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being not less than three) shall be a quorum.

13(1) The president, or in his absence, the secretary, shall preside as Chairman at each general meeting of the Association.

(2)If the President and the Secretary are absent from a general meeting, the members present shall elect one of their number to preside as chairman at the meeting.

14(1)The Chairman of a general meeting at which a quorum is present may, with the consent of the meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.

(2)Where a meeting is adjourned for 14 days or more, a notice of the adjourned meeting shall be given as in the case of a general meeting.

(3)Except as provided in sub-clauses 14(1) and 14(2), it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting.

15A question arising at a general meeting of the Association shall be determined on a show of hands (or in the case of an election of Officers of the Association, by secret ballot) and unless before or on the declaration of the show of hands a poll is demanded, a declaration by the chairman that a resolution has been carried unanimously or carried by a particular 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.

16(1) Upon a question arising at a general meeting of the Association, a member has one vote only.

(2)All votes shall be given personally.

(3)In the case of an equality of voting on a question, the Chairman of the meeting is entitled  to exercise a second or casting vote.

17(1)If at a meeting a poll on any question is demanded by not less than two members, it shall be taken at that meeting in such a manner as the chairman may direct and the resolution shall be deemed to be a resolution of the meeting on that question.

(2)A poll that is demanded on the election of a chairman or on a question of an adjournment shall be taken forthwith and a poll that is demanded on any other question shall be taken at such time before the close of the meeting as the chairman may direct.

18A member is not entitled to vote at any general meeting unless all moneys due and payable by them to the Association have been paid and received in person by the Treasurer.

19There is to be no voting by proxy whatsoever.

Committee Of Management

20(1) The affairs of the Association shall be managed by a Committee constituted as provided in rule 21.

(2)The Committee:

(a)shall control and manage the business and affairs of the Association;

(b)may, subject to these rules, the regulations and the Act, exercise all such powers and functions as may be exercised by the Association other than those powers and functions that are required by these rules to be exercised by general meetings of the members of the Association; and

(c) subject to these rules, the regulations and the Act, has power to perform all such acts and things as appear to the Committee to be essential for the proper management of the business and affairs of the Association.

(3)Only members fully financial by the date of the Annual General Meeting or the 1st March (whichever is first) are eligible to serve on the Committee.

(4)Each member of the Committee must attend one full ‘club’ meeting of the Association per quarter, to retain their position on the Committee. Should they fail to adhere to this, they are automatically considered to have resigned. An exemption to this will be accepted, if an appropriate apology is forwarded to the Committee.

(5)A member or former member of the Committee of the Association must not knowingly or recklessly make improper use of:

(a) their position in the Association; or

(b) information acquired by virtue of their position;

so as to gain, directly or indirectly, any pecuniary benefit or material advantage for themselves or any other person, or so as to cause a detriment to the Association

21(1) The Officers of the Association shall be:

(a)a President;

(b)a Secretary;

(c)a Treasurer

(d)a Public Officer or Purchasing Officer. The Public/Purchasing Officer may be  a separate person to one of the previous three or the role may be deemed to be assigned to the President, Secretary or Treasurer. This decision is made by the three Officers.

(2)The provisions of rule 23 as far as they are applicable and with the necessary modifications, apply to and in relation to the elections of persons to any of the offices mentioned in sub-clause 21(1).

(3)Each officer of the Association shall hold office until the Annual General Meeting next after the date of their election but is eligible for re-election.

(4)In the event of a casual vacancy in any office referred to in sub-clause 21(1), the Committee may appoint one of its members to the vacant office and the member so appointed may continue in office until the Annual General Meeting following the date of their appointment whence they shall be eligible for re-election.

22(1)Subject to section 23 of the Act, the Committee shall consist of:

(a)the Officers of the Association; and

(b)a minimum of four ordinary members; or

(c)the number of Officers and Committee that may serve in any one year shall be limited to a maximum of fifteen, by number, or one- fifth of the total financial membership; whichever is the lesser. 

(2) All of the Committee including the Officers shall be elected at the Annual General Meeting of the Association in each year. All members thus appointed shall hold office to the next Annual General Meeting when they may stand for re-election.

(3)The Committee of management, where necessary by vote of that Committee,  may co-opt ordinary members to assist in a particular task to be undertaken. This task shall be of limited time duration and be defined appropriately by guidelines determined by the Committee.

Election of Officers, Committee and Vacancy

23(1)(a)Only members, in accordance with Section 3(7), may stand for election as Officers of the Association or the Committee; and/or nominate a candidate; and/or vote.

(b)All nominations and consent for nominations shall be:

(a)in writing and given to the Secretary or otherwise appointed official prior to the Annual General Meeting; or

(b)in person given to the Secretary or otherwise appointed official prior to the Annual General Meeting; or

(c) in person within the course of the relevant proceedings of the Annual General Meeting.

(2)(a) Nominations of candidates for elections as Officers of the Association shall be made at the Annual General Meeting by at least two members nominating a candidate, and the candidate giving their consent to the nomination.

(b)Nominations of candidates for elections to the Committee of the Association shall be made at the Annual General Meeting by any one member nominating a candidate, and the candidate giving their consent to the nomination.

(c)Vacant positions for Officers of the Association shall be filled prior to the balance of the Committee can be elected. A nomination of a candidate for election under this clause is not valid if that candidate has already been elected as an officer of the Association, at that Annual General Meeting.

(d)If the number of nominations for Committee positions is insufficient to fill all vacancies, those positions remain vacant until the next Annual General Meeting or, until a Special General Meeting is held for the purpose.

(3)(a)The election of Officers of the Association and the Committee is by majority vote of the members attending the Annual General Meeting.

(b)The ballot for the election of Officers of the Association and the Committee shall be conducted at the Annual General Meeting in such usual and proper manner as the Committee may direct, except that a secret ballot shall be held upon the request of any candidate.

24For the purposes of these rules, the office of an officer of the Association or of an ordinary member of the Committee becomes vacant if the officer or member:

(a)ceases to become a member of the Association;

(b)becomes insolvent under administration within the meaning of the Companies (Victoria) Code; or

(c )resigns their office by notice given to the Secretary, or if the Secretary resigns, by notice to the President.

Proceedings of the Committee

25(1)The Committee shall meet at least three times in each year at such places and such times as the Committee may determine.

(2)Special meetings of the Committee may be convened by the President or by any four of the members of the Committee.

(3)Notice shall be given to members of the Committee of any special meeting specifying the general nature of the business to be transacted and no other business shall be transacted at such a meeting.

(4)One third of the members of the Committee, including at least two Officers of the Association, shall constitute a quorum for the transaction of business of the meeting of the Committee.

(5)No business shall be transacted 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 shall stand adjourned to the same place and at the same hour of the same day in the following week unless the meeting was a special meeting in which case it lapses.

(6)In meetings of the Committee the President or in his absence the Secretary shall preside.

(7)Questions arising at the meeting of the Committee or of any sub-Committee appointed by the Committee shall be determined on a show of hands or, if demanded by a member, by a poll taken in such a manner as the person presiding may determine

(8)Each member present at the 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 and, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.

(9)Notice of each Committee meeting shall be served on each member of the Committee by delivering it to them at a reasonable time before the meeting or by sending it by pre-paid post addressed to them at their usual or last known place of abode at least two business days before the date of the meeting.

(10)Subject to sub-clause 25(4) the Committee may act notwithstanding any vacancy on the Committee.

Secretary

26The Secretary of the Association shall keep minutes of the resolutions and proceedings of each General Meeting and each Committee meeting in books provide for that purpose together with a record of the names of persons present at Committee meetings.

Treasurer

27(1)(a) shall collect and receive all moneys due to the Association and make all payments authorised by the Association; and shall keep and maintain correct,  adequate and accurate accounts and books showing the financial affairs of the Association with full details of all receipts and expenditure connected with the activities of the Association.

(b)shall keep records of the financial status of members in accordance with sub-clause 3(7).

(2)The accounts and books referred to in sub-clause 27(1) shall be open for inspection by members, at a reasonable time.

(3)The Treasurer shall, at the Annual General Meeting, present the financial statements of transactions during the previous financial year, where these statements are a true and fair view of the financial position of the Association. 

Removal of Member of the Committee

28(1)The Association in General Meeting may by resolution remove any member of the Committee before the expiration of their term of office and appoint another member in their stead to hold office until the expiration of the term of the first mentioned member.

(2)Where the member to whom a proposed resolution referred to in sub-clause 28(1) makes representations to the Secretary or President of the Association and requests that the members of the Association and requests that the members of the Association be informed, the Secretary or president will inform the members at the next meeting of the aforementioned members representations.

(3)Any costs incurred in defending or promoting a position on the Committee are to be borne by the defending or promoting member.

(4)A Committee member is considered to have voluntarily resigned from the Committee, should they fail to adhere to either or both of sub-clause 20(3) and/or 20(4)

Cheques

29(1)All cheques, drafts, bills of exchange, promissory notes and bank withdrawals shall be signed by any 2 of the Officers of the Association.

(2)All cheques, drafts, bills of exchange, promissory notes and bank withdrawals as mentioned in sub-clause 29(1) over an amount determined at a duly constituted Committee meeting, must be approved by at least 3 Committee members.

Seal

30(1)The common seal of the Association shall be kept in the custody of the Secretary.

(2)The common seal shall not be affixed to any instrument except by the authority of the Committee and the affixing of the common seal shall be attested by the signatures of two Officers of the Association.

(3)The name of the Association must appear in legible characters on its common seal; in all notices, advertisements and official publications of the Association; and in all its business documents.

(4)The registration number of the Association, as specified in its certificate of incorporation, must appear in legible characters in all notices, advertisements and official publications of the Association; and in all its business documents.

Alteration of rules and statements of purposes

31(1)These rules and the statement of purpose of the Association shall not be altered except in accordance with the Act.

(2)The Public Officer must lodge an application for approval of an alteration of the statement of purposes or the rules of the Association within 28 days after the alteration has been passed by special resolution.

(3)The Association must make a copy of the constitution and rules available for inspection by a member, at any reasonable time, at the request of that member.  

Notices

32(1)A notice may be served by or on behalf of the Association upon any member either personally or by sending it by post to the member at their address shown in the register of members.

(2)Where a document is properly addressed pre-paid and posted to the person as a letter, the document shall, unless the contrary is proved, be deemed to have been given to the person at the time at which the letter would have been delivered in the ordinary course of post.

Winding up or cancellation

33In the event of the winding up or the cancellation of the incorporation of the Association, the assets of the Association shall be disposed of in accordance with the provisions of the Act.

Custody of Records

34(1)Except as otherwise provided in these rules, the Secretary or otherwise appointed official shall keep in his custody or under his control all books, documents and securities of the Association.

(2)All members of the Association have the right to inspect any and/or all of the books and records of the Association at a mutually convenient time with the Secretary.

Funds 

35The funds of the Association shall be derived from annual subscriptions, donations and such other sources as the Committee determines. 

Registered Address

36The Association must have a registered address, which shall  be the address of the Public Officer.

Grievance and Appeal Procedure (Added 2001)

37(1)A person whose application for membership has been rejected may lodge an appeal against the rejection.  A Member may lodge an appeal against a decision of the Committee.  A Member may lodge an appeal against inappropriate behaviour or treatment by another Member, where the member has sought and failed to obtain an apology and an amendment to the behaviour from the offending party.  This may involve the aid of an independent third party.  Such appeals will be treated as “Grievances” and will be dealt with as follows:

(2)The person shall make known their Grievance and intention to pursue a resolution through this procedure to an Officer of the Association either in writing or verbally.  The Officer of the Association will ensure the nature of the Grievance is correctly recorded including the subject, the complaint, the date notified of the Grievance, and the name of any and all witnesses who could be called to assist in the resolution of the Grievance.  These details shall be submitted to the Secretary of the Association in writing.  The Secretary of the Association shall send a written copy of the details to the person making the Grievance.  Where the Grievance is alleged against another Member, the Secretary of the Association shall send a written copy of the details to this Member.  All these written details shall be sent no later than 2 weeks from notification of the Grievance, sent by a traceable means (e.g. Registered Mail). 

(3)A non-involved Officer of the Association shall organise a meeting of the Arbitration sub-committee at the earliest practicable opportunity but no greater than 4 weeks from notification of the Grievance at a time and place acceptable to all parties to the Grievance and the members of the Arbitration sub-committee. 

(4)The Arbitration sub-committee shall be formed to hear each Grievance and shall consist of three Committee members.  The members of the Arbitration sub-committee shall be agreed to by a quorum of the Committee.

(5)At the meeting of the Arbitration sub-committee

(a)The Chairperson of the Meeting will call forward the person lodging the Grievance and read out the Grievance as accepted by the Secretary.

(b)The person lodging the Grievance shall then be given an opportunity to speak, and call witnesses to support their position.

(c)Any Member with this Grievance against them shall then be given an opportunity to speak, and call witnesses to support their position. 

(d)At any time, Members of the Arbitration sub-committee or either party to the Grievance may raise questions of either party or any witness, through the Chairperson of the meeting.

(e)After submission of all evidence from all parties to this Grievance, the Arbitration sub-committee shall decide the appropriate course of action to be followed.  The Secretary of the Association shall be informed of the decision for inclusion in the next Committee meeting.

(f)Minutes of this meeting shall be taken by a person nominated by the Chairperson. 

(6)In the case of a Grievance against a Member of the Club for unacceptable behaviour or similar, the Arbitration sub-committee should in most cases issue a suitable warning to any party found acting outside the Rules of the Association.  In circumstances where the nature of the Grievance is found to be sufficiently serious, or where a Member previously warned as a result of unacceptable behaviour or earlier Grievance is found to have again transgressed the limits of what the Arbitration sub-committee has determined as acceptable, the Member should have a period of membership suspended.  Where this has previously occurred the member should be expelled from the Club and forfeit the balance of their membership.  In the case of suspension or expulsion, the decision of the Arbitration sub-committee must be unanimous, else a warning issued. 

(7)If a meeting of the Arbitration sub-committee or quorum of the committee as per 37(10) falls after the start date of a Suspension or Expulsion of Membership, the Member shall be allowed to continue attending meetings until the Grievance is heard.  A person appealing a rejection of application for membership does not become eligible for membership until after their appeal is settled. 

(8)An Appeal against decision of the Arbitration sub-committee must be submitted in writing within 14 days to an Officer of the Association.  The Officer of the Association will ensure the nature of the appeal is correctly recorded and then must submit it to the Secretary of the Association for inclusion in the Agenda of either the next Committee meeting or of a special Committee Meeting to be held to consider this Appeal.  The Appeal must detail the complaint, the reasons for the Appeal and where applicable the name of any and all witnesses who could be called to assist in the resolution of the Appeal. 

(9)In the case of an appeal to suspend or expel a Member of the Club, or refuse a person membership of the Club, the Committee shall only determine whether to confirm or revoke the previous decision.  A decision to confirm the previous refusal, suspension or expulsion must be by majority. 
(10)An Appeal shall follow the Grievance procedure clauses 37(2) to 37(7) except that the Appeal shall be heard and dealt with by a quorum of the Committee instead of by the Arbitration sub-committee.