Launceston Film Society Constitution.
Including Special Resolutions 3 Sept 2012.
1. NAME OF THE ASSOCIATION
The name of the Association is as follows: Launceston Film Society Inc.
In these rules-
“Act” means the Associations Incorporation Act 1964;
“Association” means the Association referred to in rule 1;
“auditor” means the person appointed as the auditor of the Association under rule 11;
“basic objects of the Association” means the objects and purposes of the Association as stated in an application under section 7 of the Act for the incorporation of that Association;
“committee” means a committee as defined by the Act;
“general meeting” includes- the annual general meeting; and any special general meeting;
“ordinary business of the annual general meeting” means the business specified in rule13.5;
“ordinary committee member” means a member of the committee to whom rule 25.1 relates;
“special general meeting” means any general meeting other than the annual general meeting.
3. ASSOCIATIONS OFFICE
The Association has no registered office and meets at a place the committee
4. OBJECTS AND PURPOSES OF THE ASSOCIATION
The primary objects of the Association are:
4.1. To encourage interest in film as an art form.
4.2. To screen films.
4.3. To provide and promote the opportunity for the viewing of films of merit.
5. POWERS OF THE ASSOCIATION
The powers of the Association include the following:
5.1. the purchase, taking on lease or in exchange, and the hiring or otherwise acquiring of any real or personal property necessary or convenient for any of the objects or purposes of the Association;
5.2. the buying, selling and supplying of, and dealing in, goods of all kinds;
5.3. the construction, maintenance and alteration of buildings or works necessary or convenient for any of the objects or purposes of the Association;
5.4. the accepting of any gift for any one or more of the objects or purposes of the Association;
5.5. the taking of any step the committee or the members in general meeting consider expedient for the purpose of procuring contributions to the funds of the Association;
5.6. the printing and publishing of any newspapers, periodicals, books, leaflets or other documents the committee or the members in general meeting consider desirable for the promotion of the objects and purposes of the Association;
5.7. the borrowing and raising of money in any manner and on terms
i. the committee thinks fit; or
ii. approved or directed by resolution passed at a general meeting;
5.8. subject to the provisions of the Trustee Act 1898, the investment of any moneys of the Association not immediately required for any of its objects or purposes in any manner the committee determines;
5.9. the making of gifts, subscriptions or donations to any of the funds, authorities or institutions to which section 78(1)(a) of the Income Tax Assessment Act 1936 of the Commonwealth relates;
5.10. the establishment and support, or aiding in the establishment and support, of societies, institutions, funds, trusts, schemes and conveniences calculated to benefit servants or past servants of the Association and their dependants, and the granting of pensions, allowances or other benefits to servants or past servants of the Association and their dependants, and the making of payments towards insurance in relation to any of those purposes;
5.11. the establishment and support, or aiding in the establishment or support, of any other Association formed for any of the basic objects of the Association;
5.12. the purchase or acquisition, and undertaking, of all or any part of the property, assets, liabilities and engagements of any Association with which the Association is amalgamated in accordance with the provisions of the Act and the rules of the Association;
5.13. the doing of any lawful thing incidental or conducive to the attainment of the basic objects of the Association or of any of the objects and purposes specified in this rule.
6. MEMBERSHIP OF THE ASSOCIATION
6.1. Membership shall be available to any person who wishes to further the interests of the Association.
6.2. Payment of the annual membership fee is deemed an application for membership of the Association. The issuing of receipt of payment of annual membership fee shall be deemed an acceptance of the application for membership.
6.3. Each person admitted to membership shall be;
6.3.1. Bound by the Constitution and By-laws of the Association.
6.3.2. Liable for such fees and subscriptions as may be fixed by the Association.
6.3.3. Entitled to all advantages and privileges of membership.
6.4. Membership Categories:
6.4.1. ORDINARY MEMBER
Any person who is a member of the Association is entitled to hold any office and enjoy the privileges of the Association.
6.4.2. LIFE MEMBERSHIP
The Management Committee may elect any member as a Life Member who has given outstanding service to the Association. Any member may nominate a person to the Management Committee for consideration for Life Membership.
The Association may, at its discretion, elect a patron/s or vice patron/s of the Association for such period as may be deemed necessary. Such patron/s or vice patron/s shall not be eligible to vote unless they are current members of the Association under another category of membership.
6.5. The Membership Secretary shall maintain an up to date register of members of the Association.
6.6. A member may at any reasonable time inspect the records and documents of the Association.
6.7. A member of the Association may resign from the Association by delivering or sending by post to the Membership Secretary a written notice of resignation.
6.8. On receipt of a notice from a member under rule 6.7, the Membership Secretary is to remove the name of the member from the register of members.
6.9. A person-
i. becomes a member of the Association when his or her name is entered in the register of members; and
ii. ceases to be a member of the Association when his or her name is removed from the register of members.
6.10. Any right, privilege or obligation of a person as a member of the Association-
i. may be transferred to another person only subject to terms or conditions established by the committee; and
ii. terminates on the cessation of the membership.
7.1. If the Association is wound up –
i. every member of the Association; and
ii. every person who, within the period of 12 months immediately preceding the commencement of the winding up, was a member of the
Association is liable to contribute –
a. to the assets of the Association for the payment of the debts or liabilities of the Association; and
b. for the costs, charges and expenses of the winding up; and
c. for the adjustment of the rights of the contributories among themselves.
7.2. Any liability under rule 7.1 is not to exceed $10.00.
7.3. If, on the winding up of the Association, any property of the Association remains after satisfaction of the debts and liabilities of the Association and the costs, charges and expenses of that winding up, that property shall be distributed:
i. to another incorporated association having objects similar to those of the Association; or ii. for charitable purposes, which incorporated Association or purposes, as the case requires, shall be determined by resolution of the members.
8. INCOME AND PROPERTY OF ASSOCIATION
8.1. The income and property of the Association is to be applied solely towards the promotion of the objects and purposes of the Association.
8.2. No portion of the income and property of the Association is to be paid or transferred to any member of the Association.
8.3. The Association is not to-
i. appoint a person who is a member of the committee to any office in the gift of the Association to the holder of which there is payable any remuneration by way of salary, fees or allowances; or
ii. pay to any such person any remuneration or other benefit in money or money’s worth, other than the repayment of out-of-pocket expenses.
8.4. A servant or member of the Association may be paid-
i. remuneration in return for services rendered to the Association or for goods supplied to the Association in the ordinary course of business; or
ii. interest on money lent to the Association at an interest rate not exceeding 6% per annum.
iii. a reasonable and proper sum by way of rent for premises let to the Association.
9. ACCOUNTS OF RECEIPTS AND EXPENDITURE
9.1. True accounts are to be kept of-
i. all money received and expended by the Association and the matter in respect of which the receipt or expenditure takes place; and
ii. the property, credits and liabilities of the Association.
9.2. The accounts are to be open to inspection by the members of the Association subject to any reasonable restrictions as to time and manner of inspecting the Association may impose.
9.3. The treasurer of the Association is to keep all general records, accounting books and records of receipts and expenditure connected with the operations and business of the Association in the form and manner the committee directs.
9.4. The accounts, books and records are to be kept at the Association’s office or at any other place the committee decides.
10. BANKING AND FINANCE
10.1. The treasurer of the Association, on behalf of the Association, is to-
i. receive all money paid to the Association; and
ii. immediately after the receipt issue official receipts.
10.2. The committee is to cause to be opened with any bank, building Association or credit union the committee selects an account in the name of the Association into which all money received is to be paid as soon as possible after receipt.
10.3. The committee may-
i. receive from the Association’s financial institution the cheques drawn by the Association on any of its accounts with the financial institution; and
ii. release and indemnify the financial institution from and against all claims, actions, suits or demands that may be brought against the financial institution arising directly or indirectly out of those cheques.
10.4. Except with the authority of the committee, a payment of any sum exceeding $2 is not to be made from the funds of the Association otherwise than by cheque drawn on the Association’s account.
10.5. The committee may provide the treasurer with a sum to meet urgent expenditure, subject to any conditions in relation to the use and expenditure
the committee may impose.
10.6. Cheques are not to be drawn on the Association’s account except for the payment of expenditure that has been authorised by the committee.
10.7. All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments are to be-
i. signed by the treasurer or, in his or her absence, by any other member or members of the committee the committee nominates for that purpose other than the President, Vice-President or Secretary; and
ii. countersigned by anyone from the following: President: Vice-President: Secretary.
11.1. At each annual general meeting of the Association, the members present are to appoint a person as the auditor of the Association.
11.2. The auditor is to hold office until the annual general meeting next after that at which he or she is appointed, and is eligible for re-appointment.
11.3. The first auditor may be appointed by the committee before the first annual general meeting, and, holds office until the first annual general meeting, unless earlier removed by a resolution of the members at a general meeting, when that meeting may appoint an auditor to act until the first annual general meeting.
11.4. If an appointment is not made at an annual general meeting, the committee is to appoint an auditor for the current financial year of the Association.
11.5. Except as provided in rule 11.3, the auditor may only be removed from office by special resolution.
11.6. If a casual vacancy occurs in the office of auditor during the course of a financial year of the Association, the committee may appoint a person as the auditor to hold office until the next succeeding annual general meeting.
12. AUDIT OF ACCOUNTS
12.1. The auditor is to examine the accounts of the Association at least once in each financial year of the Association.
12.2. The auditor is to-
i. certify as to the correctness of the accounts of the Association; and
ii. report to the members present at the annual general meeting.
12.3. In the report and in certifying to the accounts, the auditor is to state if-
i. he or she has obtained the required information; and
ii. in his or her opinion, the accounts are properly drawn up so as to exhibit a true and correct view of the financial position of the Association-
a. according to the information at his or her disposal and the explanations given; and
b. as shown by the books of the Association; and
iii. the rules relating to the administration of the funds of the Association have been observed.
12.4. The public officer of the Association is to cause to be delivered to the auditor a list of all the accounts, books and records of the Association.
12.5. The auditor may-
i. have access to the accounts, books, records, vouchers and documents of the Association; and
ii. require from the servants of the Association any information and explanations he or she considers necessary for the performance of the duties as auditor; and
iii. employ persons to assist in investigating the accounts of the Association; and
iv. in relation to the accounts of the Association, examine any member of the committee or any servant of the Association.
13. ANNUAL GENERAL MEETING
13.1. The Association is to hold an annual general meeting each year.
13.2. The annual general meeting is to be held on any day (being not later than 3 months after the close of the financial year of the Association) the
13.3. The annual general meeting is to be in addition to any other general meetings that may be held in the same year.
13.4. The notice convening the annual general meeting is to specify the purpose of the meeting.
13.5. The ordinary business of the annual general meeting is to be as follows:
i. to confirm the minutes of the last preceding annual general meeting and of any general meeting held since that meeting;
ii. to receive from the committee, auditor and servants of the Association reports on the transactions of the Association during the last preceding financial year;
iii. to elect the officers of the Association and the ordinary committee members;
iv. to appoint the auditor and determine his or her remuneration;
v. to determine the remuneration of servants of the Association.
vi. The annual general meeting may transact special business of which notice is given in accordance with these rules.
14. SPECIAL GENERAL MEETINGS
14.1. The committee may convene a special general meeting of the Association at any time.
14.2. The committee, on the requisition in writing of at least 10% of the membership,
may convene a special general meeting of the Association.
14.3. A requisition for a special general meeting-
i. is to state the objects of the meeting; and
ii. is to be signed by the requisitionists; and
iii. is to be deposited at the office of the Association; and
iv. may consist of several documents, each signed by one or more of the requisitionists.
14.4. If the committee does not cause a special general meeting to be held within 21 days from the day on which a requisition is deposited at the office of the Association, the requisitionists, or any of them, may convene the meeting within 3 months from the day of the deposit of the requisition.
14.5. A special general meeting convened by requisitionists is to be convened in the same manner as nearly as possible as meetings which are convened by the committee.
14.6. All reasonable expenses incurred by requisitionists in convening a special general meeting are to be refunded by the Association.
15. NOTICES OF GENERAL MEETINGS
15.1. The public officer of the Association, at least 14 days before the date fixed for holding a general meeting of the Association, is to cause to be
inserted in at least one newspaper published in this State an advertisement-
i. specifying the place, day and time for the holding of the meeting; and
ii. the nature of the business to be transacted at the meeting.
16. BUSINESS AND QUORUM AT GENERAL MEETINGS
16.1. All business transacted at a general meeting, except the ordinary business of the annual general meeting, is special business.
16.2. Business is not to be transacted at a general meeting unless a quorum of members entitled to vote is present at the time the meeting is considering
16.3. A quorum for the transaction of the business of a general meeting is 50 members present and entitled to vote.
16.4. If a quorum is not present one hour after the appointed time for the commencement of a general meeting, the meeting-
i. if convened on the requisition of members, is to be dissolved; or
ii. in any other case, is to be adjourned to the same day in the next week at the same time at the same place.
16.5. If at an adjourned meeting a quorum is not present one hour after the time appointed for the commencement of the meeting, the meeting is to be dissolved.
16.6. The chairperson, by written notice or at the time of the adjournment, may specify another place to which a meeting is to be adjourned.
17. PRESIDENT TO PRESIDE AT GENERAL MEETINGS
17.1. The president, or in his or her absence, the vice-president, is to preside as chairperson at every general meeting of the Association.
17.2. If the president and vice-president are absent from a general meeting, a member of the committee will preside as chairperson.
18. ADJOURNMENT OF GENERAL MEETINGS
18.1. The chairperson of a general meeting at which a quorum is present may, with the consent of the meeting, adjourn the meeting from time to time
and place to place, but no business is to be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
18.2. If a meeting is adjourned for 14 days or more, the notice of the adjourned meeting is to be given in the same manner as the notice of the original meeting.
18.3. It is not necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
19. DETERMINATION OF QUESTIONS ARISING AT GENERAL MEETINGS
19.1. A question arising at a general meeting of the Association is to be determined on a show of hands.
19.2. Unless before or on the declaration of the result of the show of hands a poll is demanded, a declaration by the chairperson that a resolution has, on a show of hands, been carried, or carried unanimously, or carried by a particular majority, or lost, and an entry to that effect in the minute book of the Association is evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.
20.1. On any question arising at a general meeting of the Association, a member has one vote only.
20.2. All votes are to be given personally.
20.3. In the case of an equality of voting on a question, the chairperson has a second or casting vote.
21. TAKING OF POLL
21.1. If at a meeting a poll on any question is demanded-
i. it is to be taken at that meeting in the manner the chairperson directs; and
ii. the result of the poll is taken to be the resolution of the meeting on that question.
22. WHEN POLL TO BE TAKEN
22.1. A poll that is demanded on the election of a chairperson, or on a question of adjournment, is to be taken immediately.
22.2. A poll that is demanded on any other question is to be taken at any time before the close of the meeting as the chairperson directs.
23. AFFAIRS OF ASSOCIATION TO BE MANAGED BY A COMMITTEE
23.1. The affairs of the Association are to be managed by a committee of management constituted as provided in rule 24.
23.2. The committee-
i. is to control and manage the business and affairs of the Association; and
ii. may exercise all the powers and perform all the functions of the Association, other than those powers and functions that are required by these rules to be exercised by general meetings of members of the Association; and
iii. has power to do anything that appears to the committee to be essential for the proper management of the business and affairs of the Association.
24. OFFICERS OF THE ASSOCIATION
24.1. The officers of the Association are as follows:
i. a president;
ii. a vice-president;
iii. a treasurer;
iv. a secretary;
v. a membership secretary
24.2. The provisions of rule 26.2, 26.3 and 26.4, so far as they are applicable and with the necessary modifications, apply in relation to the election of persons to any of the offices referred to in rule 24.1.
24.3. Each officer of the Association is to hold office until the annual general meeting next after the date of election, and is eligible for re-election.
24.4. If a casual vacancy in any office referred to in rule 24.1 occurs, the committee may appoint one of its members to the vacant office, to hold the
office up to and including the conclusion of the annual general meeting next following the date of the appointment.
25. CONSTITUTION OF THE COMMITTEE
25.1. The committee consists of the following members elected at the annual general meeting of the Association in each year:
i. the officers of the Association;
ii. 3 (three) other members.
25.2. An ordinary committee member is to hold office until the annual general meeting next after the date of election, and is eligible for re-election.
25.3. If a casual vacancy occurs in the office of ordinary committee member, the committee may appoint a member of the Association to fill the vacancy until the conclusion of the annual general meeting next following the date of the appointment.
26. ELECTION OF MEMBERS OF COMMITTEE
26.1. Nominations of candidates for election as officers of the Association or as ordinary committee members are to be-
i. 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 nomination); and
ii. delivered to the public officer of the Association at least 10 days before the date fixed for the holding of the annual general meeting.
26.2. If insufficient nominations are received to fill all vacancies on the committee-
i. the candidates nominated are taken to be elected; and ii. further nominations are to be received at the annual general meeting.
26.3. If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated are taken to be elected.
26.4. If the number of nominations exceeds the number of vacancies to be filled, a ballot is to be held.
26.5. The ballot for the election of officers and ordinary committee members is to be conducted at the annual general meeting in the usual manner as directed by the committee.
27. VACATION OF OFFICE
27.1. For the purpose of these rules, the office of an officer of the Association or of an ordinary committee member becomes vacant if the officer or committee member-
i. dies; or
ii. becomes bankrupt or applies to take or takes advantage of any law relating to bankrupt or insolvent debtors or compounds with his or her creditors, or makes any assignment of his or her estate for their benefit; or
iii. becomes of unsound mind; or
iv. resigns office in writing addressed to the committee; or
v. ceases to be resident in the State; or
vi. fails, without leave granted by the committee, to attend 3 consecutive meetings of the committee; or
vii. ceases to be a member of the Association; or
viii. fails to pay all arrears of subscription due, within 14 days after receiving a notice in writing signed by the public officer stating that he or she has ceased to be a financial member of the Association.
28. MEETINGS OF THE COMMITTEE AND OF SUBCOMMITTEES
28.1. The committee is to meet at least once in each month at any place and time the committee determines.
28.2. Special meetings of the committee may be convened by the president or any 4 of its members.
28.3. Notice is to be given to members of the committee of any special meeting, specifying the general nature of the business to be transacted, and no other business is to be transacted at such a meeting.
28.4. Half plus one members of the committee constitute a quorum for the transaction of the business of a meeting of the committee.
28.5. Business is not to be transacted unless a quorum is present.
28.6. If half an hour after the time appointed for the meeting a quorum is not present, the meeting is to be adjourned to the same place and at the same hour of the same day in the following week unless the meeting was a special meeting in which case it is to be dissolved.
28.7. At a meeting of the committee, the following is to preside:
i. the president, or in his or her absence the vice-president;
ii. if the president and the vice-president are absent, any one of the remaining members of the committee as may be chosen by the members present.
28.8. Any question arising at a meeting of the committee or of any
subcommittee appointed by the committee is to be determined- i. on a show of hands; or
ii. if demanded by a member, by a poll taken in any manner the person presiding at the meeting determines.
28.9. Each member present at a meeting of the committee or of any subcommittee appointed by the committee (including the person presiding at the meeting) is entitled to one vote.
28.10. If there is an equality of votes on any question, the person presiding has a second or casting vote.
28.11. Notice of each committee meeting is to be served on each member of the committee at least three days prior to meeting date.
29. DISCLOSURE OF INTEREST IN CONTRACTS
29.1. A member of the committee who is interested in any contract or arrangement made or proposed to be made with the Association is to disclose
the interest-at the first meeting of the committee at which the contract or arrangement is first taken into consideration, if the interest then exists; or in any other case, at the first meeting of the committee after the acquisition of the interest.
29.2. If a member of the committee becomes interested in a contract or arrangement after it is made or entered into, he or she is to disclose the interest at the first meeting of the committee after he or she becomes so interested.
29.3. A member of the committee is not to vote as a member of the committee in respect of any contract or arrangement in which he or she is interested and any such vote is not to be counted.
30.1. The committee may-
i) appoint a subcommittee from the committee; and
ii) prescribe the powers and functions of that subcommittee.
30.2. The committee may co-opt any person as a member of a subcommittee without voting rights, whether or not the person is a member of the Association.
30.3. A quorum at a meeting of the subcommittee is 3 appointed members.
30.4. The Public Officer of the Association is to convene meetings of a subcommittee.
30.5. Notice of each subcommittee meeting is to be served on each member of the subcommittee by it at a reasonable time before the meeting.
31. EXECUTIVE COMMITTEE
31.1. The president, the vice-president, the treasurer, the secretary and the membership secretary constitute the executive committee.
31.2. The executive committee may issue instructions to the public officer and the servants of the Association in matters of urgency connected with the management of the affairs of the Association during the period between meetings of the committee.
31.3. The executive committee is to report on any instructions issued under rule to the next meeting of the committee.
32. ANNUAL SUBSCRIPTION
32.1. The annual subscription payable by members is as determined by the Committee.
32.2. The annual subscription may be altered by the members by special resolution.
32.3. The annual subscription of a member is due and payable on joining the Association.
33. FINANCIAL YEAR
33.1. The financial year of the Association is the period beginning on 1st December in one year and ending on the 30th November the next following year.
34.1. A notice may be served by or on behalf of the Association on any member-personally; by email or other electronic means; or by sending it through the post in a prepaid envelope addressed to the member at his or her usual or last-known address.
35. EXPULSION OF MEMBERS
35.1. The committee may expel a member from the Association if, in the opinion of the committee, the member is guilty of conduct detrimental to the
interests of the Association.
35.2. The expulsion of a member under rule 35.1 does not take effect until whichever of the following is the later date:
i. the expiration of 14 days after the service on the member of a notice under rule
ii. if the member exercises his right of appeal under this rule, the conclusion of the special general meeting convened to hear the appeal.
35.3. If the committee expels a member from the Association, the public officer of the Association, without undue delay, is to cause to be served on the member a notice in writing-
i. stating that the committee has expelled the member; and
ii. specifying the grounds for the expulsion; and
iii. informing the member of a right to appeal against the expulsion under rule.
36. APPEAL AGAINST EXPULSION
36.1. A member may appeal against an expulsion under rule 35.1 by delivering or sending by post to the public officer of the Association, within 14 days after the service of a notice under rule 35.3, a requisition in writing demanding the convening of a special general meeting for the purpose of hearing the appeal.
36.2. On receipt of a requisition-
i. the public officer is to immediately notify the committee of its receipt; and
ii. the committee is to cause a special general meeting of members to be held within 21 days after the date on which the requisition is received. 36.3. At a special general meeting convened for the purpose of this rule-
i. no business other than the question of the expulsion is to be transacted; and the committee may place before the meeting details of the grounds of the expulsion and
ii. the committee’s reasons for the expulsion; and
iii. the expelled member is to be given an opportunity to be heard; and
iv. the members present are to vote by secret ballot on the question whether the expulsion should be lifted or confirmed.
36.4. If at the special general meeting a majority of the members present vote in favour of the lifting of the expulsion-
i. the expulsion is to be taken to have been lifted; and
ii. the expelled member is entitled to continue as a member of the Association.
36.5. If at the special general meeting a majority of the members present vote in favour of the confirmation of the expulsion-
i. the expulsion takes effect; and
ii. the expelled member ceases to be a member of the Association.
37.1. A dispute between a member of the Association in the capacity as a member and the Association is to be determined by arbitration in accordance with the provisions of the Commercial Arbitration Act 1986.
37.2. This rule does not affect the operation of rule 36.
38. SEAL OF ASSOCIATION
38.1. The seal of the Association is to be in the form of a rubber stamp, inscribed with the name of the Association encircling the word “Seal”.
38.2. The seal of the Association is not to be affixed to any instrument except by the authority of the committee.
38.3. The affixing of the seal is to be attested by the signatures of-
i. 2 members of the committee; or
ii. one member of the committee and the public officer of the Association or any other person the committee may appoint for that purpose.
38.4. Attestation under rule 38.3 is sufficient for all purposes that the seal was affixed by authority of the committee.
38.5. The seal is to remain in the custody of the public officer.
39. PUBLIC OFFICER
39.1. The committee shall elect one of its members to perform all duties and responsibilities of the public officer.
40. CHANGES TO THE CONSTITUTION
40.1. Changes to the constitution require the passing of a special resolution and may only occur with the agreement of a three-quarters majority of the members present at the annual general meeting or a general meeting and in accordance with rule 13, rule 14, rule 15, rule 16, rule 17, rule 18, rule 19, rule 20, rule 21, and rule 22.