Constitution


Eyre  Peninsula Water Action Group
 
Constitution
 
 
 
December 2012
 
1. The name of the Association is Eyre Peninsula Water Action Group Incorporated referred to
herein as “The Group”.
 
2. In these rules, unless the contrary intention appears – “Committee” means the Committee of
Management of the Group.
 
3. PURPOSE
3.1 To provide an independent community based focus group to assess and explore
water related issues on Eyre Peninsula.
3.2 To provide an independent organisation for the co-ordination, management and
integration for the ecological sustainability of water resources on Eyre Peninsula.
 
4. OBJECTIVES
4.1 To provide input of local knowledge to water management on Eyre Peninsula
4.2 To encourage and support initiatives on Eyre Peninsula relating to the ecologically
sustainable management of water.
4.3 To do all such things as may be incidental to the attainment of such objects
 
5. POWERS
5.1 The group shall have all the powers conferred by section 25 of the Incorporation Act
1985.
5.2 To seek funding for projects that address the objectives above.
5.3 To employ and to renumerate such servants, agents, employees, consultants
and contractors as the Committee sees fit.
5.4 To enter into contracts, agreements, arrangements and understandings
considered necessary by the Committee.
5.5 To create Subcommittees and/or working parties in order to carry out the
objectives of the group, acting upon the instructions of the Committee.  All
deliberations of said Subcommittees and/or working parties are required to be
ratified by the Committee in a Committee majority vote before becoming
group policy.
5.6 To do all things necessary or considered desirable by the group for the
purpose of achieving or carrying into effect any of the foregoing.
 
6. INCORPORATION
6.1 The Association shall be incorporated according to the regulations of the
Associations Incorporation Act of 1985.
 
7. MEMBERSHIP
7.1 Members shall be persons who have agreed to accept the above objects and
who are persons who have applied for membership by expression of interest
lodged with the secretary and who are accepted as members by majority vote
of the Committee or of a General Meeting.
7.2 Organisation members shall be organisations which have expressed support for the
above objectives and have applied for membership by expression of interest lodged
with the secretary and who are accepted as members by majority vote of the
Committee or of a General Meeting. An organisation is defined as individual
members representing the same entity, such as government agencies, employees of
corporations or business interests, families and extended families, or any other entity
as determined by the group upon membership application.
An organisation member may appoint from its members one representative who may speak
and vote on its behalf.
Associate members shall be persons with an interest in the group activities, but unable to
regularly attend meetings, or, be additional members of an organisation as per sub-
rule 7.2. Associate members can receive group minutes and take part in meetings
and activities, but cannot vote.
A member absent without apology for more than three consecutive meetings, or more than
four meetings in any one financial year can be removed as a member via a vote at a
general meeting. That person can still remain an associate member as per sub rule
7.4
 
8. COMMITTEE
8.1 The affairs of the group shall be managed and controlled exclusively by a committee
which in addition to any powers and authorities conferred by these rules may
exercise all such powers and do all such things as are within the objects of the
group and are not by these rules required to be done by the group in general
meeting.
8.2 The committee shall comprise of a Chairperson, Secretary, Treasurer and a
minimum of two other committee members all of whom shall be members of the
group.  The Treasurer shall be responsible for the management and control of the
Groups funds and property.
8.3 The first committee of the group shall be comprised of such persons as hold office
prior to the adoption of this first constitution dated December 2012.  The first
committee shall hold office until the first annual general meeting at which time all of
the members of the committee shall retire from the committee but be eligible for re –
appointment.  At each subsequent annual general meeting all of the members of the
committee shall retire and be eligible for re – appointment.
8.4 The committee may appoint a member to fill a casual vacancy and such a
committee member shall hold office until the next annual general meeting of the
group and shall be eligible for re – appointment.
8.5 A retiring committee member shall be eligible to stand for re – election without
nomination but no person not being a retiring committee member shall be eligible to
stand for election unless a member of the group has nominated that person to the
secretary of the committee before the vote is called for that office at the annual
general meeting. A secret ballot can be called for by members at an AGM when
electing members of the Committee.
8.6 If only the required number of persons are nominated to fill existing vacancies, the
Secretary of the committee shall report accordingly to the annual general meeting
and the Chairperson shall declare such persons duly elected as committee
members.
 
9. DISQUALIFICATION OF COMMITTEE MEMBERS
9.1 The office of committee member shall become vacant if a committee member is :
expelled under these rules
incapacitated by ill – health
liable to be dealt with in any way under the laws relating to mental health
absent without apology for more than three consecutive meetings, or more than four
committee meetings in any one financial year.
 
10. PROCEEDINGS OF COMMITTEE
10.1 The committee shall meet together for the dispatch of business when
considered necessary in such a place and at such a time that is convenient to a
60 % majority of committee members.
10.2 Notice of each meeting shall be provided to each committee member prior to
the next committee meeting.
10.3 A quorum for a meeting of the committee shall be set at 3 committee members.
10.4 Questions arising at any meeting shall be decided by a majority of votes and in
the event of equality votes the Chairperson shall have a casting vote in addition
to a deliberative vote.
10.5 A member of the committee having a pecuniary interest in a contract or project
or a proposed contract or project of the group must disclose to the committee
as soon as possible, the nature and extent of the conflict and interest and shall
not vote in respect to that issue.
 
11. RULES
11.1 These rules may be altered ( including an alteration to name ), or be rescinded
and replaced by substitute rules by resolution of not less than two thirds of
members present and voting at a special general meeting or annual general
meeting.
11.2 The rules shall bind the group and every member of the group to the same
extent as if they had respectively signed and sealed them and agreed to be
bound by all the provisions thereof.
 
12. MEETINGS
12.1 The committee may call a special general meeting at any time and shall call an
annual general meeting in accordance with these rules.
12.2 Notice of an annual general meeting shall be provided to each member at least
14 days prior to the meeting.
12.3 The first annual general meeting shall be held within twelve months after the
adoption of this first constitution dated December 2012.
12.4 Upon a requisition in writing of not less than 4 of the total number of members of
the group the committee shall within one month of receipt of the requisition
convene a special general meeting for the purpose specified in the requisition.
12.5 Every requisition for a special general meeting shall be signed by the members
making the same and shall state the purpose of the meeting.
12.6 If a special general meeting is not convened within one month as required in
subrule 12.4 the requisitionists may convene a special general meeting.  Such a
meeting shall be convened in the same manner as a meeting convened by the
committee and for this purpose the committee shall ensure that the
requisitionists are supplied free of charge with particulars of the members
entitled to receive a notice of meeting.  The reasonable expenses of convening
and conducting a meeting shall be borne by the group.
12.7 Subject to subrules 12.2 and 12.8 at least 14 days notice of any general
meeting shall be given to members.  The notice shall set out where and when
the meeting will be held and particulars of the nature and order of the business
to be transacted at the meeting.  In the case of an annual general meeting the
order of the business at the meeting shall be – the consideration of the accounts
and reports of the committee and auditors, the appointment of auditors and
committee members and any other business requiring consideration of the
group in general meeting.
12.8 Notice of meeting at which a special resolution or change of rules is to be
proposed shall be given at least 14 days prior to the date of the meeting.
12.9 A notice may be given by the group to any member by serving the member with
the notice personally, by post, by email, or by advertising in the media.
 
 
13. PROCEEDINGS AT MEETINGS
13.1 A quorum at any general meeting shall be 5 members.
13.2 If within 30 minutes after the time appointed for the meeting a quorum of
members is not present a meeting convened upon requisition of members shall
lapse.  In any other case the meeting shall stand adjourned to the same day in
the next week at the same time and same place and if at such an adjourned
meeting a quorum is not present within thirty minutes of the time appointed for
the meeting the members present shall form a quorum.
13.3 The Chairperson of the committee or if there shall be no Chairperson then one
of the committee members chosen by meeting shall preside as Chairperson at
every general meeting of the group.
13.4 The Chairperson with the consent of any meeting at which a quorum is present
and shall if so directed by the meeting, adjourn from time to time and from place
to place, but no business shall be transacted at any adjourned meeting other
than the business left unfinished at the meeting at which the adjournment took
place.
13.5 When a meeting is adjourned for thirty days or more, notice of the adjourned
meeting shall be given as if that meeting were an original meeting of members.
13.6 At any general meeting a resolution put to a vote shall be decided on a show of
hands and a declaration by the Chairperson of the meeting that a resolution has
been carried or lost, shall unless a poll is demanded, be conclusive evidence of
the fact, without proof of the number or proportions of the votes recorded in
favour of or against the resolution.
13.7 If a poll is demanded by the Chairperson of the meeting or by three or more
members present personally or by proxy, it shall be taken in such a manner as
the Chairperson directs.  The result of such a poll shall be the resolution of the
meeting, except in the case of a special resolution where a majority vote of not
less than two thirds of members present at the meeting and entitled to vote do
so personally or by proxy, is required.
13.8 A poll demanded on the election of a Chairperson of a meeting or any question
of adjournment shall be taken at the meeting without adjournment.
 
14. MINUTES
14.1 Proper minutes of all proceedings of meetings of the group and of meetings of
the committee shall be provided to all members and entered within one month
after the relevant meeting in minute books kept for the purpose.
14.2 The minutes kept pursuant to this rule shall be signed by the Chairperson of the
meeting at which the proceedings took place or by the Chairperson of the next
succeeding meeting after acceptance by the committee as being a true and
accurate record of that meeting’s proceedings.
 
 
15. VOTING RIGHTS
15.1 Subject to these rules each member present or by proxy shall be entitled to one
vote.
15.2 A member being a body corporate shall be entitled to appoint one person who
need not be a member of the group to represent it at a particular meeting or at
all meetings of the group.
 
16. PROXIES
16.1 A member shall be entitled to appoint in writing a person to be his proxy and to
attend and vote at any meeting of the group.
 
 
17. FINANCIAL YEAR
17.1 The first financial year of the Association shall be the period beginning 1 July
2012 and ending on the 30th June 2013, and thereafter ending a period of 12
months each year.
 
 
18. ACCOUNTS
18.1 The group shall keep all such accounting records as are required by the
Associations Incorporation Act 1985 and any sponsoring body and as
necessary to correctly record and explain the financial transactions and financial
position of the group.
 
19. ASSETS AND INCOME
19.1 The assets and income of the group shall be applied solely in the furtherance of
the groups objectives and purpose and no portion shall be distributed directly or
indirectly to its members except as a bona fide compensation for services
rendered or expenses incurred on behalf of the group.
19.2 If after the winding up of the group there remains any assets, such assets shall
be donated to a cause or entity that the members agree on.
 
20. WINDING UP
20.1 The group may be wound up by resolution at a special general meeting
convened for that purpose.