Unitarian Association of Western Australia - Perth Congregation Constitution

 

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1. Name of Association

The name of the Association is  the Unitarian Association of Western Australia, Perth Congregation, Incorporated.

 

2. Objects of the Association

(1) The purpose of this Association is to have at its heart these aspirations:

(a)  To encourage one another on our spiritual journeys

(b)  To support one another in the search for integrity in all our relationships

(c)  To give public recognition of the sacredness of life and respect for the interdependent web of existence to which we all belong

(d) To give the membership a voice on contemporary issues of concern

(e)  To offer fellowship to all people who share our values

(2) The property and income of the Association shall be applied solely towards the promotion of the objects of the Association and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to members, except in good faith in the promotion of those objects.

 

3. Definitions

1n the articles of this constitution, unless the contrary intention appears -­

"Committee meeting" means meeting of the Committee of Management - sec articles 8 and 12.

"Committee member" rneans person referred to in article 8(1);

"general meeting" means meeting convened as in article 13;

 "member" means member of the Association;

"the Act" means the Associations Incorporation Act 1987, of Western Australia;

"the Chairperson" rneans (a) the person presiding at the Committee meeting or general meeting in accordance with articles 12 and 13, respectively; or (b) the person referred to in article 9 (2).

 

4. Qualifications for membership and voting rights in the Association

(1) Membership of the Association is open to any person who is in support of its objects and who has confirmed this support and their interest by signing the membership register

(2) A member of at least six months standing, that has attained the age of at least eighteen years, shall have the right to vote at all Annual and Special General Meetings of the Association.

 

5. Register of members of the Association

(1) The Secretary shall on behalf of the Association keep and maintain the register of members; and that register shall be kept and maintained at his or her place of residence.

(2) The Secretary shall cause the name of a person who dies or who ceases to be a member under articles 6 or 7 to be deleted from the register of members referred to in article 5(1).

 

6. Resignation of membership of the Association

A member who delivers notice in writing of his or her resignation from the Association to the Secretary or another Committee member ceases to be a member with effect  twenty one days after their notice - unless within this twenty-one day period they formally withdraw and cancel their resignation.

 

7. Termination of members of the Association.

(1) If at any time it considers that the interests of the Association so require, the Committee of Management may by letter invite a member of the congregation to resign his/her membership, for given reasons and by a date specified in such letter;

(2) If the member fails to comply with such request the question of whether his/her membership should be terminated will be submitted to and decided at a Special General Meeting of the Association, held at least four weeks after the date so specified;

(3) At such Meeting the said member shall have the right to submit to other members verbally or in writing any information relating to any matter charged against them in relation to the proposed termination of their membership, before any vote is taken;

(4) A two-thirds majority vote by the voting members present at the Meeting will be required for the motion proposing termination of membership to pass. (This vote will be taken by secret ballot, if two or more members present so require.) If the motion for termination fails, the person's membership shall continue.

 

8. Committee of Management

(1) The affairs of the Association shall be managed exclusively by an elected Committee of Management consisting of -

(a) Chairperson;

(b) Secretary;

(c) Treasurer; and

(d) not less than four other members of the Association-.

(2) At the start of the first annual general meeting to be held after the incorporation of the Association under the Act at least one half of the existing Committee members shall cease to be Committee members, but shall be eligible for re-election to membership of the Committee.

(3) At each successive annual general meeting after the annual general meeting referred to in article 8 (2), the three longest-serving Committee members shall cease to be Committee members, but shall be eligible for re-election to Committee membership.

(4) A person who is eligible for election at the annual general meeting concerned may propose OR second himself or herself for election or re-election;

(5) The Secretary shall ensure that the names of all persons seeking election to membership of the Committee be given to all members when notice is given of the calling of the annual general meeting at which that election is to be held.

(6) If the number of persons nominated for election to membership of the Committee does not exceed the number of Vacancies in that membership to be filled -

(a) the Secretary shall report accordingly to, and

(b) the Chairperson shall declare those persons to be duly elected as members of the Committee at, the annual general meeting concerned.

(7) When a casual vacancy occurs in the membership of the Committee (as a result of resignation, incapacity, or otherwise) the Committee may appoint a member to fill that vacancy; and that member will normally hold office until the next following annual general meeting; and be eligible then for election to membership of the Committee.

 

9. Chairperson

(1) Except under the condition mentioned in article 9(2), the Chairperson shall preside at all general meetings and Committee meetings.

(2) In the event of the absence of the Chairperson from a general meeting or a Committee meeting, a Committee member elected by the other Committee members present shall preside at the general meeting or Committee meeting, as the case requires.

 

10. Secretary

The Secretary shall­:

(a) co-ordinate the correspondence of the Association;

(b) keep full and correct minutes of the proceedings of the Committee and of the Association;

(c) on behalf of the Association maintain the register of members of the Association;

(d) prepare correspondence as necessary or directed by the Committee, on behalf of the Association;

(d) have custody of all books, documents, records and registers of the Association other than those required under article 11 to be kept and maintained by, or in the custody of, the Treasurer; and

(e) perform such other duties as are imposed by the requirements of this constitution on the Secretary.

11. Treasurer

The Treasurer shall­;

(a) be responsible for the receipt of all moneys paid to or received by him or her on behalf of the Association, and receipts issued for those moneys shall be in the name of the Association;

(b) pay all moneys referred to in paragraph (a) into such account or accounts of the Association as the Committee may from time to time direct;

(c) make payments from the funds of the Association with the authority of a general meeting or of the Committee and in so doing ensure that all cheques are signed by two Committee members other than himself or herself,

(d) maintain adequate accounting records of the Association; and whenever directed to do so by the Chairperson, submit to the Committee a report, balance sheet or financial statement in accordance with that direction;

(f) have custody of all securities, books and documents of a financial nature and accounting records of the Association; and

(g) perform any such other duties as are incumbent on the Treasurer by the requirements of this constitution.

 

12. Proceedings of the Committee

(1) The Committee shall normally meet together for the dispatch of business not less than once in each calendar month and the Chairperson may at any time convene a meeting of the Committee.

(2) Each Committee member has a deliberative vote.

(3) A question arising at a Committee meeting shall be decided by a majority of votes, but, if there is an equality of votes, the person presiding at the Committee meeting shall have a casting vote in addition to his or her deliberative vote.

(4) At a Committee meeting four voting Committee members constitute a quorum.

(5) The procedure and order of business to be followed at a Committee meeting shall be determined by the Committee members present at that meeting.

(6) A Committee member having any direct or indirect pecuniary interest, referred to in section 21 or 22 of the Act, shall comply with that section of the Act.

 

13. General meetings

(l) The Committee­

(a) shall convene annual general meetings within suitable time limits (see section 23 of the Act); and

(b) may at any time convene a special general meeting; and

 (c) shall, within 30 days of receiving a request in writing to do so from not less than 5 members, convene a special general meeting for the purpose specified in that request;

(2) The members making a request referred to in paragraph (1) (c) shall state in that request the purpose for which the special general meeting concerned is required; and sign that request; and (b) if a special general meeting is not convened within the period of 30 days referred to, the members who made the request concerned may themselves convene a special general meeting as if they were the Committee;

(3) The notice of a special general meeting, however convened, shall specify (a) when and where the general meeting concerned is to be held; and (b) particulars of the business to be transacted at that general meeting;

(4) In the case of an annual general meeting, the order in which business is to be transacted is - (a) first, the consideration of the accounts and reports of the Committee; (b) second, the election of Committee members to replace outgoing Committee members; and (c) third, any other business requiring consideration by the Association in a general meeting.

(5) The Secretary shall give to all members not less than 21 days notice of a general meeting or of a special general meeting.

(6) In the case of a special general meeting, the Secretary will convey to each member, in person or by post to the member's currently registered address, notice of the resolution to be proposed and of any other motions to be moved at that Meeting.

 

14. Quorum in proceedings at general meetings

(1) At a general meeting the presence of one third of the Association members eligible to vote constitutes a quorum.

(2) If within 30 minutes after the time specified for the holding of a general meeting given in notice a quorum is not present, the general meeting lapses; but may be called again to take place for the same purposes at least one week later. In the case of an adjourned general meeting if a quorum is not present within 30 minutes of the appointed time, the members who are present in person or by proxy may nevertheless proceed with the business of that general meeting as if a quorum were present.

(3) The Chairperson may, with the consent of a general meeting at which a quorum is present, and shall, if so directed by such a general meeting, adjourn that general meeting from time to time and from place to place.

(4) When a general meeting is adjourned for a period of 30 days or more, the Secretary shall give notice of the adjourned general meeting as if that general meeting were a fresh general meeting.

(5) At a general meeting- (a) an ordinary resolution put to the vote shall be decided by a majority of votes cast on hands; and (b) a special resolution put to the vote shall be decided in accordance with section 24 of the Act.

(6) At a general meeting, a poll may be demanded by the Chairperson or by three or more members present in person and, if so demanded, shall be taken in such manner as the Chairperson directs.

 

15. Minutes of meetings of the Association

(1) The Secretary shall cause proper minutes of all proceedings of all general meetings and Committee meetings to be taken after the holding of each general meeting or Committee meeting, and then to be entered in a minute book kept for that purpose.

(2) The Chairperson shall ensure that the minutes taken of a general meeting or Committee meeting under article 15(1) are checked and signed as correct by the Chairperson of the meeting to which those minutes relate.

(3) When minutes have been entered and signed as correct they shall, until the contrary is proved, be evidence that (a) the meeting to which they relate was duly convened and held;

 (b) all proceedings recorded as having taken place at the meeting did take place; and (c) all appointments or elections recorded as made have been validly made.

 

16. Voting rights of members of the Association

Subject to the other provisions of this constitution, each person present at a general meeting, who is a member of at least six months standing and has attained the age of eighteen, is entitled to a deliberative vote. In addition to his or her own vote such member may cast one proxy vote for which he/she has written authorisation from a member who is not then present.

 

17. Amendments to the Constitution

(1) The Association may alter or rescind articles of this constitution, or add further articles, in accordance with the procedure set out in sections 17, 18 and 19 of the Act.

(2) These articles bind every member and the Association to the same extent as if every

member had signed and sealed these articles and agreed to all their provisions.

 

18. Common seal of the Association

(1) The Association shall as required have a common seal on which its corporate name shall

appear in legible characters;

(2) The common seal of the Association shall not be used without the express authority of the Committee and every use of that common seal shall be recorded in the minute book referred to in article 15(1).

(3) The affixing of the common seal of the Association shall be witnessed by any two of the Chairperson, the Secretary and the Treasurer.

 

19. Inspection of records, etc. of the Association

A member may at any reasonable time inspect without charge the books, documents, records and securities of the Association.

 

20. Distribution of surplus property on winding up of the Association

(1) If upon the winding up or dissolution of the Association there remains after satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid to or distributed among the members but shall be

(a) transferred to another association incorporated under the Act; or

(b) given for charitable purposes;

(c) which incorporated association or purposes shall be determined by the resolution of the members when authorising the Committee under section 33 of the Act to prepare a distribution plan of the surplus property of the association.

(2) In the event of the winding up or dissolution of the association, the Commissioner of Taxation shall be advised of the date of dissolution within 30 days of the dissolution.


 

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