SAVE MANLY DAM CATCHMENT COMMITTEE INCORPORATED CONSTITUTION

1. Name

The name of the association shall be THE SAVE MANLY DAM CATCHMENT COMMITTEE INCORPORATED (referred to in these rules as "the association")

2. Objects

The objects of the association shall be:

(a) To preserve the Manly Dam catchment, its bushland, creeks, flora, fauna and historic sites and to seek to reduce pollution and desecration  of  these.

(b) To preserve, restore and improve bushland and wildlife corridors connecting the Manly Dam Catchment to Garrigal National Park and other  nearby  bushland.

(c) To gather scientific and other information relating to the past and present condition of the Manly Dam Catchment.

(d) To support fund raising to achieve a sustainable natural environment in this region.

(e) To support the identification of all aboriginal, cultural, ecological, historical and recreational artefacts, places, rock carvings, trails and other items consistent with the natural and social values of the Catchment.

(f) To encourage study of the sources and types of pollution impacting on the Curl Curl Creek and Manly Reservoir environment and to press for measures to control and alleviate such pollution.

(g) To use this information to consult and co-operate with all relevant authorities in all matters affecting the welfare and beauty of the catchment system and environs.

(h) To develop and have implemented comprehensive management plans and plans for the improvement and continued care of the bushland, creek and  reservoir ecosystem and keeping their special character, recreational and  community amenity.

(i) To raise a greater public awareness of the need to maintain the  reservoir and bushland in a healthy state.

(j) To communicate with and seek affiliation with other environmental protection organisations.

(k) To carry out rehabilitation and regeneration work in the Manly Dam Catchment.

(l) To work through the schools and other youth organisations in the Catchment to educate children and hence their families about the impact of their activities on the catchment.

(m) To support Total Catchment Management in the Sydney Northern Beaches area.

(n) To use research, advocacy and fundraising to assist with Planning and Environmental Law reform.

3. Membership

(a) Subject to these rules the members of the association shall be the members of the association immediately prior to incorporation together with such other people and organisations as the Executive Committee admits to membership.

(b) Membership is open to all individuals and organisations who accept the objects and rules of the association.

(c) Individuals and organisations wishing to become members of the association shall apply to the Executive Committee for membership.

(d) The Executive Committee shall determine whether or not to accept an application for membership.  The Executive Committee is not required  to supply reasons for accepting or rejecting an application for membership.

(e) Members shall pay such fees as are determined by special resolution of the association.

(f) A register of members shall be kept by the association showing the name, address and date of commencement of membership for each member.  Provision for noting the date of cessation of membership shall also be contained  in the register.

(g) Membership shall cease upon resignation, death, expulsion, or failure to pay outstanding membership fees within six months of the due date.

(h) Membership fees shall fall due on the first day of each financial year of the association. The financial year of the association shall run from January 1 to December 31 or such other period as is determined by the Executive Committee.

4. Members liability

The members of the association shall have no liability to contribute towards the payment of debts and liabilities of the association or the costs, charges and expenses of the winding up of the association except to the amount of any unpaid membership fees.

5. Disciplining of members

(a) A member may be expelled from membership of the association (or  otherwise disciplined) by the Executive Committee if in the opinion of the Executive Committee, after affording the member an opportunity to offer an explanation of his/her conduct, the conduct is regarded as being detrimental to the interests of the association.

(b) A member who wishes to appeal against a decision expelling or otherwise disciplining him/her may do so by notifying the secretary in writing  that s/he wishes the decision to be reviewed at the next general meeting of the association.

6. Disputes between members

(a) In the event of a dispute arising between members (in their  capacity as members), or between a member and the association, or a member  and the Executive Committee, the following procedure shall apply.

(b) Each side of the dispute shall nominate a representative who is  not directly involved in the dispute. Those representatives shall then  attempt to settle the dispute by negotiation.

(c) Should the nominated representatives be unable to resolve the  dispute within 14 days (or such other period as they may agree upon) the dispute shall be referred to a person mutually agreed upon for mediation.

(d) If the dispute is not resolved by the above procedures it shall be referred to a community justice centre for mediation in accordance with  Community Justice Centres Act 1983.

7. Management - by Executive Committee

(a)The association shall have its affairs controlled and managed by  the office bearers and other members known as the Executive Committee.  The Executive Committee shall act in accordance with this constitution and any resolution passed by a general meeting of the association that complies with the constitution.

(b) The office bearers shall be a Chairperson, Deputy Chairperson, Secretary, Assistant Secretary,Treasurer and Membership Secretary. There  shall  be up to twelve members of the Executive Committee.

(c) Executive Committee members shall be elected at the Annual General Meeting.These members shall at their first meeting elect from themselves the office bearers.

(d) No Chairperson, Secretary or Treasurer shall be eligible to hold the same office for more than three consecutive terms.

(e) Each member of the Executive Committee shall hold office from the date of their election or appointment until the next annual general meeting.

(f) Retiring Executive Committee members are eligible for re-election.

(g) Casual vacancies. For the purpose of these rules, a casual vacancy in the office of a member of the Executive Committee occurs if the  member:

(i) dies or
(ii) ceases to be a member of the association; or
(iii) becomes an insolvent under administration within the meaning of the Corporations Law; or
(iv) resigns office by notice in writing given to the secretary; or
(v) is removed from office under rule 12;  or
(vi) becomes a mentally incapacitated person; or
(vii) is absent without the consent of the Executive Committee from three consecutive  meetings.

(h) The Executive shall meet at intervals of once every second month or more often as required.

(i) The quorum for meetings of the Executive Committee shall be one half the number of Executive Committee members elected at the previous annual general meeting.

(j) Notice of Executive Committee meetings shall be given at the previous Executive Committee meeting or by such other means as the Executive  Committee may decide upon.

(k) Questions arising at any meeting of the Executive Committee shall  be decided by the majority of votes of those present.  In case of an equality of votes the person appointed to chair the meeting shall have a second or casting  vote.

(l) If, within an hour of the time appointed for an Executive Committee meeting, a quorum is not present, the meeting shall be dissolved.

(m) Additional meetings of the Executive Committee may be convened by the Chairperson or any two members of the Executive Committee.

(n) The Executive may appoint a Patron or Patrons.

(o) The Executive shall have the power to co-opt members or other persons of the Association for specific purposes, but such co-opted members will  not have the power to vote at Executive meetings.

(p) The Executive shall have the power to fill a vacancy on the  Executive and the person so appointed shall hold office until the next General  Meeting.

8. Delegation by Executive Committee to sub-committee

(a) The Executive Committee may form sub-committees of interested  people to deal with special needs as and when they arise.  All  sub-committees  must include at least one member of the Executive Committee.

(b) Sub-committees shall be responsible and accountable to the Executive Committee and shall report on their activities at each meeting of the  Executive Committee.

(c) Sub-committees shall not incur debt or make contracts without the prior approval of the Executive Committee.

(d) The Executive Committee must provide each sub-committee with a clear statement of the sub-committee’s functions and the limits of its  powers.

(e)  The Executive Committee may, at its own discretion, continue to exercise any of the functions delegated to a sub-committee.

(f) The Executive Committee may, at any time, dissolve a sub-committee.

(g) A sub-committee may meet and adjourn as it thinks proper.

9. General meetings

(a) An annual general meeting of the association shall be held each year within six months of the end of the financial year of the association.

(b) Only financial members of the Association may vote at General  Meetings.However,the Executive retains the right to invite guests to  address any meeting.

(c) The Executive shall decide when ordinary general meetings of the Association shall be held and shall give at least seven days notice of such  meetings to all members.

(d) Special General Meetings of the Association shall be held at the request of ten or more members and such meetings will be held within 35 days.

(e) The quorum at a General Meeting shall be 10 members.

(f) In the case of the annual general meeting the following business shall be transacted:

(i) confirmation of the minutes of the last annual general meeting and any intervening special general meeting,
(ii)  receipt of the Executive Committee’s report upon the activities of the association in the last financial year,
(iii)  election of members of the Executive Committee,
(iv) receipt and consideration of a statement from the Executive Committee giving a true and fair view of the last financial year of  the association’s income and expenditure.

(g) Voting at general meetings shall be by a show of hands unless a secret ballot is demanded.Decisions shall be made by a simple majority vote except for those matters which must be decided by special resolution where a three quarter majority is required.

(h) All votes shall be given personally and there shall be no voting by proxy.

(i) In the case of an equality of votes the person appointed to chair the general meeting shall have a second or casting vote.

(j)Written notice of general meetings shall be given to members either personally or by post.

(k) Members who have items of business they wish considered at a general meeting shall give written notice of such business to the secretary.The secretary shall include that business in the next notice calling a general meeting.

10. Election of Executive

(a) Nominations of candidates for election as office-bearers of the association or as ordinary members of the Executive:

(i) must be made in writing signed by 2 members of the association and accompanied by the written consent of the candidate (which may be endorsed  on the form of the nomination); and
(ii) must be delivered to the  Secretary or Chairperson of the association before the election of  the  Executive

(b) If insufficient nominations are received to fill all places on the Executive Committee the candidates nominated are taken to be elected and further nomination are to be received at the annual general meeting.

(c) If insufficient further nominations are received any vacant  positions remaining on the Executive Committee are taken to be casual vacancies.

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

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

(f) The ballot for the election of Executive Committee members is to be conducted at the annual general meeting in such usual and proper manner as the Executive Committee may direct.

11. Office bearers

(a) The Chairperson or, in the Chairperson’s absence, the Deputy Chairperson shall act as chairperson at each general meeting and Executive  Committee meeting of the association.

(b) If the Chairperson and Deputy Chairperson are absent from a meeting or unwilling to act, the members present at the meeting shall elect one of  their number to act as Chairperson.

(c) The Secretary shall ensure that records of the business of the association including the rules, minutes of all general and Executive Committee meetings and a file of correspondence are kept.These records shall be available for inspection by any member and shall be held in the custody of the Secretary.

(d) The Treasurer shall ensure that all money received by the  association is paid into an account in the association’s name. Payments shall be made through a petty cash system or by cheque signed by two signatories authorised by the Executive Committee. Major or unusual expenditures shall be authorised in advance by the Executive Committee or a general meeting.

(e) The Treasurer shall ensure that correct books and accounts are kept showing the financial affairs of the association.These records shall be  available for inspection by any member and shall be held in the custody of the  Treasurer.

(f) The Membership Secretary shall keep a register of all members, including membership applications and renewals.These records shall be available for inspection by any member and shall be held in the custody of the Membership Secretary.

(g) The duty of the Co-ordinator shall be to maintain liaison with the media, prepare and deliver such publicity as the Executive feels advisable and maintain good public relations for the Association.

12. Removal of Executive Committee Member

(a) The association in general meeting may by resolution remove any  member of the Executive Committee from the office of Executive Committee member before the expiration of the Executive Committee members term of office and may  by resolution appoint another person to hold office until the expiration of the term of office of the Executive Committee member so removed.

(b) If a member of the Executive Committee to whom a proposed  resolution referred to in clause (a) relates makes representations in writing to  the Secretary or Chairperson (not exceeding a reasonable length) and request that the representations be notified to the members of the association, the Secretary or the Chairperson may send a copy of the representations to each  member of the association or, if the representations are not so sent,the member is entitled to require that the representations be read out at the meeting at which the resolution is considered.

13. Special resolutions

(a) A special resolution must be passed by a general meeting of the association to effect the following changes:-

(i)  a change of the associations name;
(ii)  a change of  the associations rules;
(iii) a change of the associations objects:
(iv) an amalgamation with another incorporated association:
(v) to voluntarily wind up the association and distribute its property:
(vi) to apply for registration as a company or a co-operative.

(b)A special resolution shall be passed in the following manner:-

(i) a notice must be sent to all members advising that a general meeting is to be held to consider a special resolution;
(ii) the notice must give details of the proposed special resolution and give at least 21 days notice of the meeting.
(iii) a quorum must be present at the  meeting; and at least three-quarters of the valid vote must be in favour of  the resolution;

(c) In situations where it is not possible or practicable for a resolution to be passed as described above, a request may be made to the Department of Fair Trading for permission to pass the resolution in some other way.

14. Public officer

(a) The Executive Committee shall ensure that a person is appointed as public officer.

(b) The first public officer shall be the person who completed the application of incorporation of the association.

(c) The Executive Committee may at any time remove the public officer and appoint a new public officer provided the person appointed is 18 years  of  age or older and a resident of New South Wales.

(d) The public officer shall be deemed to have vacated their position in the following circumstances:-

(i) death;
(ii) resignation;
(iii) removal by the Executive Committee or at a general meeting;
(iv) bankruptcy or financial insolvency;
(v) mental illness or incapacity or;
(vi) residency outside New South Wales

(e) When a vacancy occurs in the position of public officer the Executive Committee shall within 14 days notify the Department of Fair Trading by  the prescribed form and appoint a new public officer

(f) The public officer is required to notify the Department of Fair Trading by the prescribed form in the following circumstances:-

(i) appointment (within 14 days)
(ii) a change of residential address (within 14 days)
(iii) a change in the associations objects or rules (within one month)
(iv) of the associations financial affairs (within one month after the annual general meeting)
(v) a change in the associations name (within one month)

(g) The public officer may be an office bearer, Executive Committee member or any other person regarded as suitable for the position by the Executive Committee.

(h)  The public officer shall keep a register of Executive members of the committee which must :-

(i)  contain the name and residential address of each Executive  Committee member and the date on which they became a member of  the Executive  Committee.
(ii) be updated within one month of any change taking  place, and
(iii) be made available for inspection by any person, at all reasonable hours and free of charge.

15. Funds sources and management

(a) The funds of the association shall be derived from the fees of members, donations, grants and such other sources approved by the association in general meetings, such other sources as the Executive Committee determines.

(b) All money received by the association must be deposited as soon as practicable and without deduction to the credit of the associations  bank  account

(c) The association must, as soon as practicable after receiving any money, issue an appropriate receipt.

(d) Subject to any resolution passed by the association in general meeting, the funds of the association are to be used in pursuance of the objects of the association in such manner as the Executive Committee determines.

(e) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by any 2 of 3 members nominated by the  Executive.

(f) Where funds are granted for special projects these funds are to be managed in separate accounts in the prescribed manner set out by the requirements of the grant.

(g) The income and property of the association shall be used only for promotion of the objects of the association and shall not be paid or transferred to members by way of dividend, bonus or profit.

(h) The allocation of this registered organization of any funds or property to other organizations, persons or groups will be made in accordance with the established objectives of the registered organization and not be influenced by the expressed preference or interests of a particular donor to the registered organization.

16. Common Seal

The common seal of the association shall be kept in the custody of the public officer and shall only be affixed to a document with the approval of  the Executive Committee.The stamping of the common seal shall be witnessed by the signatures of two members of the Executive Committee.

17. Alteration of Objectives

The statement of objects and these rules may be altered, rescinded or added to only by a special resolution of the association.

18. Custody of Books

Except as otherwise provided by these rules, the public officer must keep in his or her custody or under his or her control all records, books and other documents relating to the association.

19. Inspection of Books

The records, books and other documents of the association must be open to inspection, free of charge, by a member of the association at any  reasonable hour.

20. Miscellaneous

(a) The association shall effect and maintain insurance as is required under the Associations Incorporation Act together with any other insurance  which may be required by law or regarded as necessary by the association.

(b) In the event that the association should be wound up or have its incorporation cancelled any surplus property shall be distributed in accordance with the provisions of the Associations Incorporation Act 1984.

(c) Service of documents on the association is affected by serving them on the public officer or by serving them personally on two members of the Executive Committee.

(d) Notices sent by post shall be deemed to have been received two days after the date of posting.

(e) The income and property of the association shall be used only for  promotion of the objects of the association and shall not be paid or transferred to members by way of dividend, bonus or profit.

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