Constitution

<body topmargin=0 leftmargin=0 marginheight=0 marginwidth=0> <table cellpadding=0 cellspacing=0 border=0><tr> <td valign="top" height=95 BGCOLOR="#666633" TEXT="#080000" bgproperties="fixed" background="09e005f0ddvuvs.gif"> <div> <FONT SIZE="5" COLOR="#FFFFFF" FACE="Arial" ><B>Landholders Institute Inc</B></FONT><FONT SIZE="1" COLOR="#FFFFCC" FACE="Arial" ><B>   </B></FONT><B>  </B><B>|     </B><A HREF="index.htm" TARGET="_top" TITLE="Landholders Institute Inc"><U><B>home</B></U></A></div> <div> <A HREF="index.htm" TARGET="_top" TITLE="Landholders Institute Inc"><U>Landholders Institute Inc</U></A></div> <div> </div> </td> </tr><tr> <td valign="top" height=385 BGCOLOR="#FFFFCC" TEXT="#080000"> <div> <B>Constitution</B></div> <div> RULES OF THE ASSOCIATION - LANDHOLDERS INSTITUTE INC </div> <bR> <div> NAME </div> <div> (1) The name of the incorporated association is Landholders Institute Inc, herein referred to as "the association". </div> <bR> <div> DEFINITIONS </div> <div> (2) "the act" means the Associations Incorporation Act 1985 </div> <div> "special resolution" means a special resolution defined in the act </div> <div> "month " shall mean a calendar month </div> <bR> <div> OBJECTS OF THE ASSOCIATION </div> <div> (3) The objects of the association are </div> <bR> <bR> <div> 1 To establish and maintain a more accurate, comprehensive and representative historical record of events and  issues that concern the non-metropolitan communities of Australia. </div> <bR> <div> 2 To protect, restore and enhance the values, perspective's and customs that contribute to healthy, prosperous and enduring non-metropolitan communities of Australia. </div> <bR> <div> 3 To protect, restore and enhance the unique social, economic and environmental attributes that embody and distinguish our non-metropolitan communities from each other while maintaining and developing our common bonds. </div> <bR> <div> 4 To proclaim, promote and pursue the economic, social and environmental interests of Australian non-metropolitan communities to the national and international community and to enhance their knowledge and understanding of us. </div> <bR> <div> 5 To assist community groups (particularly disadvantaged groups) in disseminating helpful information to rural and remote Australia </div> <bR> <div> 6 To develop partnerships (joint initiatives) with other groups who have similar aims and objectives. </div> <bR> <div> 7 To reduce the disadvantage of fewer educational opportunities due to distance for rural Australia. </div> <bR> <bR> <div> POWERS OF THE ASSOCIATION </div> <div> (4) The association shall have all the powers conferred by section 25 of the act </div> <bR> <div> MEMBERSHIP </div> <div> (5.1) Upon the acceptance of the aims of the Landholders Institute Inc and the payment of the annual subscription, the applicant shall become a member of the association </div> <bR> <div> (5.2) a. The subscription fees for membership shall be the sum determined by the members from time to time in general meeting. </div> <div> b. Subsciption fees shall be payable annually on 1 July or at such other time as the committee shall determine. </div> <div> c. Any member whose subscription is outstanding for more than three months after the due date for payment shall cease to be a member of the association, but may be reinstated upon payment. </div> <bR> <div> (5.3) A member may resign from the association by giving written notice thereof to the secretary of the association. </div> <bR> <div> (5.4) a. Subject to giving a member an opportunity to be heard or to make a written submission, the committee may resolve to expell a member upon a charge of misconduct detrimental to the interests of the association. </div> <bR> <bR> <bR> <bR> <div> -------------------------- </div> <div> Leon Ashby, 3 Hay Tce, Kongorong, SA 5291, Ph 0887 389313, ...Lodged with the commission on................... </div> <bR> <div> MEMBERSHIP CONT </div> <div> b. Particulars of the charge shall be communicated to the member at least 10 days before the meeting of the management committee at which the matter will be determined </div> <bR> <div> c. The determination of the management committee shall be communicated to the member, and in the event of an adverse determination the member shall. (subject to 5.4 d below), cease to be a member 7 days after the committee has communicated it`s determination to the member. </div> <bR> <div> d. It shall be open to the member to appeal to the association in a general meeting against the expulsion. The intention to appeal shall be communicated to the secretary of the association within 7 days after the determination or the management committee has been communicated to the member. </div> <bR> <div> e. In the event of an appeal (under 5.4 above), the the appellants membership shall not be terminated unless the membership hear or read the appellants submission and the majority agree with the management committees determination. </div> <div> In such an event, membership will be terminated at the date of the general meeting at which the determination of the management committee was upheld. </div> <bR> <div> (5.5) A register of members must be kept on the associations web site and contain </div> <div> i) the name  & address of each member </div> <div> ii) the date their membership expires </div> <div> iii) if applicable - the date of, and reason(s) for termination of membership </div> <bR> <div> THE MANAGEMENT COMMITTEE </div> <div> (6.1) a. A general meeting can give any management or authority to the management committee (or any other committee formed for a purpose.) </div> <bR> <div> b. The management committee has the management and control over the funds and other property of the association. </div> <bR> <div> c. The management committee shall have the 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. </div> <bR> <div> d. The management committee shall appoint a public officer as required by the act </div> <bR> <div> (6.2) a.The management committee shall be comprised of a chairman, vice chairman & secretary / treasurer, and any other members the members shall determine from time to time. </div> <bR> <div> b. A committee member shall be a natural person </div> <bR> <div> c. The first management committee shall be those who hold office prior to incorporation. </div> <div> The first Management committee shall hold office until the first AGM after incorporation. </div> <div> All management committee position shall be subject to re-election at each AGM. </div> <bR> <div> d. A retiring committee member shall be eligible to stand for re election without nomination. </div> <div> New nominations can occur at an AGM provided they are seconded. </div> <bR> <div> e. An agenda of all meetings will be circulated by email at least 10 days prior to a meeting. Committee nominations will be included in these circulated emails. </div> <bR> <div> f. Each committee can appoint a person to fill a casual vacancy, until the next AGM. </div> <div> This person shall be eligible for election to the committee without nomination. </div> <bR> <div> (6.3) a. Each committee shall meet at least monthly or as often as the membership decides. </div> <bR> <div> b. Questions arising at any meeting shall be decided by a majority of votes, and in the event of equality of votes, the president / chairman shall have a casting vote as well as a deliberate vote. </div> <bR> <div> c. A quorum for a meeting of any committee is when in excess of 50% of it`s members are present. </div> <bR> <div> ----------------------- </div> <div> Leon Ashby, 3 Hay Tce, Kongorong, SA 5291, Ph 0887 389313, ...Lodged with the commission on................... </div> <bR> <div> MANAGEMENT COMMITTEE CONT </div> <div> d. A member of any committee having a direct or indirect pecuniary interest in a contractor proposed contract, with the association must disclose the nature and extent of that interest to the committee as required by the act, and shall not vote with respect to that contract or proposed contract.  This disclosure must also be made to the members by email within 7 days of the management committee becoming aware. </div> <bR> <div> (6.4) The office of a committee shall become vacant if a committee member is </div> <bR> <div> * Disqualified from being a member by the act </div> <div> * Expelled as a member under these rules </div> <div> * Permanently incapacitated by ill health </div> <div> * Absent without apology from more than four meetings in a financial year. </div> <div> * No longer the duly appointed representative of a corporate member. </div> <bR> <div> THE SEAL </div> <div> (7) The association shall have a common seal upon which it`s corporate name shall appear in legible characters </div> <bR> <div> The seal shall not be used without the express authorisation of the management committee. </div> <div> The affixing of the seal shall be witnessed by one of the management committee and one other person. </div> <bR> <div> GENERAL MEETINGS </div> <div> (8.1) a. The committee shall call an AGM in accordance with the act and these rules </div> <bR> <div> b. The first AGM shall be held within 18 months after the incorporation of the association, and thereafter within 5 months after the end of it`s financial year. </div> <bR> <div> c. The order of the business at the AGM shall be </div> <bR> <div> i) confirmation of the last meetings minutes </div> <div> ii) consideration of the accounts </div> <div> iii) the election of committee members </div> <div> iiii) the appointment of auditors </div> <div> v) any other business appropriate to the AGM </div> <bR> <div> (8.2) a. The management committee may call a special general meeting of the association at any time. </div> <bR> <div> b. Upon a requisition of not less than 5% 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. </div> <bR> <div> c. Every requisition for a special meeting shall be signed by the relevant members and shall state the purpose of the meeting </div> <bR> <div> d. If  a special meeting is not convened within one month, as required by 8.2b above, the requisitionists, or at least 50% of their number, may convene a special general meeting, to be convened in the same manner as nearly as practical as a meeting convened by the management committee. All the particulars of members shall be supplied to the requisitionists free of charge, so the special general meeting can occur. </div> <bR> <div> 8.3 a. Subject to 8.3, at least 14 days notice of any general meeting shall be given to members along with a proposed agenda. </div> <bR> <div> b. Notice of a meeting at which a special resolution is to be proposed shal be given at least 21 days prior to the date of the meeting </div> <bR> <div> c. All notices shall be given by the association to any member by email, and will be deemed as received on the day it was sent. </div> <bR> <div> 8.4 a. A quorum for the transaction of business at any general meeting shall be eight  members   </div> <bR> <div> -------------------------- </div> <div> Leon Ashby, 3 Hay Tce, Kongorong, SA 5291, Ph 0887 389313, ...Lodged with the commission on................... </div> <bR> <div> GENERAL MEETINGS CONT </div> <div> b. If within 30 minutes of the appointed time of a general meeting a quorum of members is not present, then the meeting shall be adjourned until the same day and time the following week. </div> <div> If no quorum is present at this adjourned meeting within 30 minutes, then the members present will form a quorum. </div> <bR> <div> c. The chairman shall reside as chairman at a general meeting </div> <bR> <div> d. If the chairman  is not present within 5 minutes of the appointed time for the meeting, (or  the chairman declines to take the chair) another chairman can be chosen by the members present. </div> <bR> <div> 8.5 a. Subject to these rules, every member of the association has only one vote at a meeting of the association. </div> <bR> <div> b. Subject to these rules, a question for decision at a general meeting, other than a special resolution, must be determined by a majority of members, who vote at that meeting. </div> <bR> <div> c. Should a member not be able to participate in a meeting, but wishes to vote on an issue, they can send an email with their vote, to a member of the management committee prior to the meeting time. </div> <bR> <div> d. Other bodies which have many members can only have voting rights according to their membership payment at general meetings of the association i.e. each membership payment equals one vote. </div> <bR> <div> 8.6  The management committee shall decide what method of voting (polling) is appropriate to each meeting. The result of a poll shall be the resolution of the meeting on that question. </div> <bR> <div> 8.7 a. A special resolution is a special resolution as defined in the act </div> <bR> <div> b. An ordinary resolution is a resolution passed by a simple majority at a general meeting </div> <bR> <div> 8.8 A member shall be entitled to appoint 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. </div> <div> To validate a proxy vote. a member of the management committee, must receive by email before the meeting starts, a message stating that another member will be proxy voting for him / her </div> <bR> <div> MINUTES </div> <div> 9 a. Proper minutes of all proceedings shall be entered onto the associations web site within one month after the meeting </div> <bR> <div> b. The minutes must be confirmed by the members at a subsequent meeting </div> <bR> <div> DISPUTE RESOLUTION </div> <div> 10 Disputes shall be attempted to be resolved with one of the management committee who is not unduly involved, trying to mediate between the disputing parties. </div> <bR> <div> FINANCIAL REPORTING </div> <div> 11.1 The first financial year of the association shall be the period ending on the next 30 June following incorporation, and thereafter a period of 12 months commencing on 1 July and ending on 30 June of each year. </div> <bR> <div> 11.2 The treasurer shall keep monthly accounts and send them via email to any member requesting them. The accounts shall be recorded in accordance with the act. </div> <bR> <div> 11.3 The accounts, together with an auditors report on the accounts, the management committee`s statement, and the management committees report shall be circulated (via email) to members just prior to the AGM. </div> <bR> <bR> <bR> <bR> <bR> <div> -------------------- </div> <div> Leon Ashby, 3 Hay Tce, Kongorong, SA 5291, Ph 0887 389313, ...Lodged with the commission on................... </div> <bR> <div> FINANCIAL REPORTING CONT </div> <div> 11.4 The annual return shall be lodged with the office of Consumer & Business Affairs within six months after the end of each financial year. </div> <div> It must be accompanied by a copy of the accounts, the auditors report, the management committee`s statement, and the management committees report </div> <bR> <div> 11.5 a. At each AGM, the members shall appoint a person to be auditor of the association </div> <bR> <div> b. The auditor shall hold office until the next AGM and is eligible for reappointment </div> <bR> <div> c. If an appointment is not made at an AGM, the management committee shall appoint an auditor for the current financial year. </div> <bR> <div> PROHIBITION AGAINST SECURING PROFITS FOR MEMBERS </div> <div> 12 The income and profits of the association shall be applied exclusively to the promotion of it`s objects and no portion shall be paid or distributed directly or indirectly to members or their associates except as bona fide remuneration of a member for services rendered or expenses incurred on behalf of the association. </div> <bR> <div> WINDING UP </div> <div> 13 the association may be wound up in a manner provided by the act. </div> <bR> <div> APPLICATION OF SURPLUS ASSETS </div> <div> 14 a. If after winding up the association, there remains "surplus assets" as defined in the act,such surplus assets shall be disributed to any organisation which has similar objects and has rules which prohibit the distribution of it`s assets and income to it`s members </div> <bR> <div> b. Such organisation or organisations shall be indentified and determined by a resolution of members in general meeting </div> <bR> <div> RULES </div> <div> 15 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. </div> <div> The alteration shall be registered with the office of consumer and business affairs, corporate affairs and compliance branch,as required by the act. </div> <bR> <div> 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. </div> <bR> <bR> </td> </tr></table></body>