Our Constitution
CONSTITUTION
LETS SOUTH Local Exchange Trading System Incorporated
1. AMENDMENT TO RULES
1.1.
the rules of the association are amended to read as follows
2. DEFINITIONS
2.1.
committee’ means the committee of management of the association
‘general meeting’ means a general meeting of members of the association
convened in accordance with these rules
‘member’ means a member of the association
‘the Act’ means the Associations Incorporation Act 1985
‘special resolution’ means a special resolution defined in the Act
‘month’ shall mean a calendar month.
3. OBJECTS OF THE ASSOCIATION
3.1 The object of the association is to provide the means for the exchange of goods
and services in order to provide benefits, economically, socially, and individually
for its members.
3.2 To promote the exchange of goods and services throughout the general
community using the local exchange trading system.
3.3 In furtherance of its objects the association shall:
3.3.1 promote, co-ordinate and assist the development of the association.
3.3.2 develop appropriate policies, regulations and agreements for the
administration of the association.
3.3.3 ensure that proper records are maintained in regard to details of
membership and barter transactions within the association.
3.3.4 seek the support and involvement of individuals and community
organizations who are sympathetic to the aims and objectives of the
association.
3.3.5 encourage members to engage in the development and
maintenance of skills that enable them to participate in normal
employment situations or alternatively in barter transactions within the
association.
3.3.6 encourage co-operative relationships between members and give
expression to the advantages of collective approaches to increase benefits
to individual members or member organisations.
3.3.7 compile and distribute a periodical newsletter to members which includes
the names and contact details of members and their skills or which
updates information previously provided to members.
4 POWERS OF THE ASSOCIATION
The association shall have all the powers conferred by section 25
of the Act.
5 MEMBERSHIP
5.1 Any person who supports the objects of the association and agrees to be
bound by its rules may apply for membership of the association. The
application for membership shall be made in writing prior to consideration by
the committee. Upon acceptance of the application by the committee and
upon payment of the first annual subscription, the applicant shall be a member
of the association.
5.2 Members existing on the date of this amendment to the rules of the
association shall be deemed to be lawful members of the association.
5.3 The subscription fees shall be determined by the committee from time to time.
5.4 The subscription fees shall be payable annually on 1
st July or at such othertime as the committee shall determine.
5.5 The means of payment of subscriptions shall be determined by the committee
from time to time.
5.6 Any member whose subscription is outstanding for more than one month after
the due date for payment shall cease to be a member of the association,
provided always that the committee may reinstate such a person’s
membership on such terms as it thinks fit.
5.7 A member may resign from membership of the association by giving written
notice thereof to the secretary or public officer of the association. Any
member so resigning shall be liable for any outstanding subscriptions and
trading accounts, which may be recovered as a debt due to the association.
5.8 The committee may resolve to expel a member upon a charge of misconduct
detrimental to the interests of the association, provided that the member is first
provided an opportunity to be heard or to make a written submission.
5.9 Particulars of the charge shall be communicated to the member at least one
month before the meeting of the committee at which the matter will be
determined.
5.10 A register of members must be kept and contain:
i) the name, address and telephone number of each member;
ii) the member’s e-mail address if one is available;
iii) the date on which each member was admitted to the association;
and
iv) if applicable, the date of and reason(s) for, termination of
membership.
6 THE COMMITTEE
6.1 The affairs of the association shall be managed and controlled 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
association and are not by the Act or by these rules required to be done by the
association in general meeting.
6.2 The committee has the management and control of the funds and other
property of the association.
6.3 The committee shall keep and maintain the accounting records needed to
correctly record and explain the financial transactions and financial position of
the association in accordance with the Act and shall similarly keep and
maintain an accounting record of the exchange trading (barter) accounts of
members.
6.4 The financial and barter accounts, together with the auditor’s report on the
financial account, the committee’s statement and the committee’s reports
shall be laid before members at the annual general meeting.
6.5 The committee shall have authority to interpret the meaning of these rules and
any other matter relating to the affairs of the association on which these rules
are silent.
6.6 The committee shall appoint a public officer as required by the Act.
6.7 The office bearers are empowered to make day to day decisions and act in an
emergency in accordance with authorised policies without first obtaining
approval of the committee, provided that they report such decisions at the next
Committee meeting.
6.8 The Committee may appoint sub-committees which may consist of members
of the association or other appropriate persons. Such sub-committees shall
meet as they see fit in accordance with the instructions of the committee and
shall report to the committee.
7 APPOINTMENT OF COMMITTEE
7.1 The management of the association shall be vested in a committee, which
shall consist of a chairperson, secretary, treasurer and up to seven additional
members.
7.2 A committee member shall be a natural person.
7.3 The committee existing at the time of the amendment to these rules shall
continue to hold office until the next annual general meeting. At that time, one
half of the members of the committee, who shall be chosen by ballot, shall
retire from the committee. At each subsequent annual general meeting one
half of the members, being the longest serving members, shall retire.
7.4 A retiring committee member shall be eligible to stand for re-election without
nomination. Any other member shall be eligible to stand for election provided
that the member is nominated and seconded at the meeting.
7.5 Subject to 7.6 below, the committee may appoint a person to fill a casual
vacancy and such a committee member shall hold office until the next annual
general meeting of the association and shall be eligible for election to the
committee without nomination.
7.6 The committee shall inform members of any decision of the committee to fill a
casual vacancy by newsletter and, in the event that ten or more objections are
received within 21 days of posting such material, the committee will call a
general meeting to discuss the matter.
8. PROCEEDINGS OF COMMITTEE
8.1 The committee shall meet together for the dispatch of business at least once
in every two months.
8.2 Questions arising at any meeting of the committee shall be decided by a
majority of votes and, in the event of equality of votes, the chairperson shall
have a casting vote in addition to a deliberative vote.
8.3 A quorum for a meeting of the committee shall be one half of the members of
the committee, which shall include two of the elected or appointed office
bearers.
8.4 A member of the committee having a direct or indirect pecuniary interest in a
matter relating to the affairs of the association must disclose the nature and
extent of that interest to the committee as required by the Act and shall not
vote in respect to that matter. The member of the committee must disclose
the nature and extent of that interest at the next annual general meeting.
9 DISQUALIFICATION OF COMMITTEE MEMBERS
The office of a committee member shall become vacant if a committee member
is:
•
disqualified from being a member by the Act;•
expelled as a member under these rules;•
permanently incapacitated by ill health;•
absent without apology for more than two consecutive meetings;•
no longer the duly appointed representative of a corporate member.10 COMMON SEAL
10.1 The association shall have a common seal upon which its name
shall appear in legible characters.
10.2 The seal shall not be used without the express authorisation of
the committee and every use of the seal shall be recorded in
the minute book of the association
10.3 The secretary shall hold the common seal, the affixing of which shall be
witnessed by the secretary and the chairperson or, in the absence of either
the chairperson or the secretary, another committee member.
11 ANNUAL AND SPECIAL GENERAL MEETINGS
11.1 The committee shall call an annual general meeting in accordance with the
Act and these rules.
11.2 The meeting shall be held once in every calendar year not more than five
months after the end of the financial year.
11.3 The order of the business at the annual general meeting shall be:
i) the confirmation of the minutes of the previous annual general meeting
and of any special general meeting held since that meeting;
ii) the consideration of the accounts and reports of the committee, and
sub-committees (if any), and the auditor’s report;
iii) the election of committee members;
iv) the appointment of an auditor;
v) any other business requiring consideration by the association in general
meeting.
11.4 The committee may call a special general meeting of the association at any
time.
11.5 Upon a requisition in writing of not less than ten per centum of the total
number of members of the association, the committee shall within one
month of the receipt of the requisition convene a special general meeting for
the purpose specified in the requisition.
11.6 Every requisition for a special general meeting shall be signed by the
relevant members and shall state the purpose of the meeting.
11.7 If a special general meeting is not convened within one month, as required
by 11.5 above, the requisitionists (or at least 50% of their number) may
convene a special general meeting. Such a meeting shall be convened in
the same manner as nearly as practicable 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 such a meeting shall be borne by the
association.
(Refer to 13.2 for the rules governing the lapsing of a special general
meeting convened by requisition).
12 NOTICE OF GENERAL MEETINGS
12.1 Subject to 12.2, 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.
12.2 Notice of a meeting at which a special resolution is to be proposed shall be
given at least 21 days prior to the date of the meeting.
12.3 A notice may be given by the association to any member by serving the
member with the notice personally, to the members’ e-mail address or by
sending it by post to the address appearing in the register of members.
12.4 Where a notice is sent by properly addressing, prepaying and posting a letter,
service will be taken to have been effected at the time at which the letter
would be delivered in the ordinary course of post unless the contrary is
proved.
13 PROCEEDINGS AT GENERAL MEETINGS
13.1
Ten members present personally or by proxy shall constitute a quorum forthe transaction of business at any general meeting.
13.2 If, thirty minutes after the time appointed for the meeting, a quorum of
members is not present a meeting convened upon the 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 place. If a quorum
is not present at the adjourned meeting thirty minutes after the appointed
time, the members present shall constitute a quorum.
13.3 Subject to 13.4, the chairperson shall preside as chairperson at a general
meeting of the association.
13.4 If the chairperson is not present within five minutes after the time appointed
for holding the meeting and there are a quorum of members present, or he
or she declines to take or retires from the chair, the members may choose a
committee member or one of their own number to be the chairperson of that
meeting.
14 VOTING AT GENERAL MEETINGS
14.1 Subject to these rules, every member of the association has one vote at a
meeting of the association.
14.2 Subject
to these rules, questions for decision at a general meeting, other than a
special resolution, must be determined by a majority of members who vote in
person or, where proxies are allowed, by proxy at that meeting.
14.3 Unless
a poll is demanded by at least five members present, a question for decision
at a general meeting shall be determined by a show of hands.
14.4 A
member, being a body corporate, shall be entitled to appoint one person,
who shall not be a member of the association, to represent it at general
meetings of the association. The corporate member shall appoint that
person by a resolution of its board, which may be authenticated under its
seal. Such a member shall be deemed to be a member of the association
for all purposes until the authority to represent the corporate member is
revoked.
14.5 If a poll
is demanded by at least five members present, it must be conducted in a
manner specified by the person presiding and the result of the poll is the
resolution of the meeting on that question.
14.6 A poll
demanded for the election of a person presiding or on a question of
adjournment must be taken immediately but any other poll may be
conducted at any time before the close of the meeting.
15 RESOLUTIONS AND PROXIES
15.1 A
special resolution is a special resolution as defined in the Act.
15.2 An
ordinary resolution is a resolution passed by a simple majority at a general
meeting.
15.3 A
member shall be entitled to appoint in writing a natural person who is also a
member of the association to be their proxy, and attend and vote at any
general meeting of the association.
16 MINUTES
16.1 Proper minutes of the proceedings of general meetings of the association and
of meetings of the committee shall be entered within one month after the
meeting in minute books kept for the purpose.
16.2 The minutes kept pursuant to this rule must be confirmed by the members
of the association or the members of the committee (whichever is relevant)
at a subsequent meeting.
16.3 The minutes kept pursuant to this rule must be signed by the chairperson of
the meeting at which the proceedings took place or by the chairperson of the
next succeeding meeting at which the minutes are confirmed.
16.4 Where minutes are entered and signed they shall, unless the contrary is
proved, be evidence that the meeting was convened and duly held, that all
proceedings held at the meeting shall be deemed to have been duly held,
and that all appointments made at a meeting shall be deemed to be valid.
17 DISPUTE RESOLUTION
17.1
he dispute resolution procedure set out in this rule applies to disputes under
these rules between a member and another member or between a member
and the association.
17.2 The
parties to the dispute must meet and discuss the matter in dispute and, if
possible, resolve the dispute within 14 days after the dispute comes to the
attention of all of the parties.
17.3 If the
parties are unable to resolve the dispute at the meeting the parties may choose
to meet and discuss the dispute before an independent third person agreed to
by the parties.
17.4 In this
rule, ‘member’ includes any person who was a member not more than six
months before the dispute occurred.
18 APPOINTMENT OF AUDITOR
18.1 At each annual general meeting, the members shall appoint a person to be
auditor of the association, which person need not necessarily be an auditor
within the meaning of the Act.
18.2 The auditor shall hold office until the next annual general meeting and is
eligible for re-appointment.
18.3 If an appointment is not made at an annual general meeting, the committee
shall appoint an auditor for the current financial year.
19 PROHIBITION AGAINST SECURING PROFITS FOR MEMBERS
The income and capital of the association shall be applied exclusively to the
promotion of its objects and no
portion shall be paid or distributed directly or indirectly to members or their
associates except as a bona fide remuneration of a member for services incurred behalf of the association.
20 WINDING UP
The association may be wound up in the manner provided for in the Act.
21 APPLICATION OF SURPLUS ASSETS
21.1 If, after the winding up of the association, there remains
‘surplus assets’ as defined in the Act, such surplus assets
shall be distributed to any organisation which has similar
objects and has rules which prohibit the distribution of its
assets and income to its members.
21.2 Such organisation or organisations shall be identified and
determined by resolution of members in general meeting.
22 RULES
22.1 These rules may be altered (including an alteration to the association’s name)
by special resolution of the members of the association. This includes recision
or replacement by substitute rules.
22.2 The alteration shall be registered with the Office of Consumer and
Business Affairs, Corporate Affairs and Compliance Branch, as required by
the Act.
22.3 The registered rules shall bind the association and every member to the
same extent as if they have respectively signed and sealed them and
agreed to be bound by all of the provisions thereof.