DUAAA Constitution

Under the Associations Incorporation Act 2009

 

 

 

 

About this constitution

The constitution of DUAAA forms the structure within which the DUAAA operates.

This constitution is a modified version of the NSW Fair Trading model constitution which covers the matters required by law.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contents

Part 1 - Preliminary

1   Definitions. 3

Part 2 - Membership

2   Qualification of members. 4

3   Application for membership. 4

4   Membership fees. 5

5   Register of membes. 5

6   Cessation of membership. 5

7   Membership entitlement not transferable. 5

8   Resignation from membership. 6

9   Membersí liabilities. 6

10   Resolution of disputes. 6

11   Disciplining of members. 6

12   Right of appeal of disciplined member 7

Part 3 - The committee

13   Powers of the committee. 8

14   Composition and membership of committee. 8

15   Term of office and eligibility to be a committee member 8

16   Committee meetings. 9

17   Election of committee members. 9

18   Secretary General 9

19   Treasurer 10

20   Casual vacancies. 10

21   Removal of committee members. 11

22   Delegation by committee to sub-committee. 11

Part 4 - General meetings

23   Annual general meetings - holding of 12

24   Annual general meetings - calling of and business at 12

25   Special general meetings - calling of 12

26   Notice. 13

27   Quorum for general meetings. 13

28   Presiding member 13

29   Adjournment 14

30   Making of decisions. 14

31   Special resolutions. 14

32   Voting. 14

33   Proxy votes not permitted. 14

 



Part 1 - Preliminary

1. Definitions

In this constitution:

DUAAA means Dhaka University Alumni Association Australia Incorporated.

Ordinary committee member means a member of the committee who is not an office-bearer of the association.

Secretary General means the person holding office under this constitution as secretary general of the association.

Special general meeting means a general meeting of the association other than an annual general meeting.

Founding committee means the first committee of the association formed in its

first meeting held to form the association.

Founding President, Secretary General, Treasurer means the president, the secretary general and the treasurer appointed in the first committee meeting held to form the association.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Part 2 - Membership

 

2. Qualification of members

 

a)     A person is qualified to be a member of the association if the person is a former student of Dhaka University or its affiliated colleges or institutes and obtained a formal degree from the university.

b)     The following persons are qualified to be an associate member of the association:

                           i.          served as a teacher of the university

                          ii.          former employee of the university

 

3. Application for membership

 

a)     an application in the prescribed ďapplication formĒ must be lodged to the secretary general to become a member/associate member of the association.

b)     a nomination of a person for membership must be made by an existing member of the association in writing in the ďapplication formĒ.

c)     the executive committee holds the right to accept/reject an application for membership or cancel the membership of an existing member.

 

4. Membership fees

 

a)     a member/associate member of the association must pay to the association an annual membership fee of $20. The† membership fee for the first year must be paid on admission,

b)     annual membership fee for each year is to be reviewed by the executive committee and must be paid by 31 March each year.

 

5. Register of Members

 

The association must establish and maintain a register of members and associate members of the association specifying the name, current address, degree/s obtained from the Dhaka University, fees paid of each person together with the date on which the person became a member of the association.

 

6. Cessation of membership

A person ceases to be a member of the association if the person:

(a)† dies, or

(b)† resigns membership, or

(c)† is expelled from the association, or

(d)† fails to pay the annual membership fee under clause 4(b) within 3 months after the fee is due.

7. Membership entitlements not transferable

A right, privilege or obligation which a person has by reason of being a member of the association:

(a)† is not capable of being transferred or transmitted to another person, and

(b)† terminates on cessation of the personís membership.

8. Resignation of membership

a)     A member of the association may resign from membership of the association by first giving to the secretary general written notice of at least one month (or such other period as the committee may determine) of the memberís intention to resign and, on the expiration of the period of notice, the member ceases to be a member.

b)     If a member of the association ceases to be a member under subclause 8(a), and in every other case where a member ceases to hold membership, the secretary general must make an appropriate entry in the register of members recording the date on which the member ceased to be a member.

9. Membersí liabilities

The liability of a member of the association to contribute towards the payment of the debts and liabilities of the association or the costs, charges and expenses of the winding up of the association is limited to the amount, if any, unpaid by the member in respect of membership of the association.

10. Resolution of disputes

a)     A dispute between a member and another member (in their capacity as members) of the association, or a dispute between a member or members and the association, are to be referred to a community justice centre for mediation under the Community Justice Centres Act 1983.

b)     If a dispute is not resolved by mediation within 3 months of the referral to a community justice centre, the dispute is to be referred to arbitration.

c)     The Commercial Arbitration Act 1984 applies to any such dispute referred to arbitration.

11. Disciplining of members

a)     A complaint may be made to the committee by any member that a member of the association:

                           i.          has refused or neglected to comply with a provision or provisions of this constitution, or

                          ii.          has wilfully acted in a manner prejudicial to the interests of the association.

b)† The committee may refuse to deal with a complaint if it considers the complaint to be trivial or vexatious in nature.

c)†† If the committee decides to deal with the complaint, the committee:

                                     i.          must cause notice of the complaint to be served on the member concerned, and

                                    ii.          must give the member at least 14 days from the time the notice is served within which to make submissions to the committee in connection with the complaint, and

                                   iii.          must take into consideration any submissions made by the member in connection with the complaint.

(d)† The committee may, by resolution, expel the member from the association or suspend the member from membership of the association if, after considering the complaint and any submissions made in connection with the complaint, it is satisfied that the facts alleged in the complaint have been proved and the expulsion or suspension is warranted in the circumstances.

(e)† If the committee expels or suspends a member, the secretary general must, within 7 days after the action is taken, cause written notice to be given to the member of the action taken, of the reasons given by the committee for having taken that action and of the memberís right of appeal.

(f)†† The expulsion or suspension does not take effect:

                                     i.          until the expiration of the period within which the member is entitled to appeal against the resolution concerned, or

                                    ii.          if within that period the member exercises the right of appeal, unless and until the association confirms the resolution under clause 12, whichever is the later.

12. Right of appeal of disciplined member

a)†† A member may appeal to the association in general meeting against a resolution of the committee under clause 11, within 7 days after notice of the resolution is served on the member, by lodging with the secretary general a notice to that effect.

b)†† The notice may, but need not, be accompanied by a statement of the grounds on which the member intends to rely for the purposes of the appeal.

c)†† On receipt of a notice from a member under subclause 12(a), the secretary general must notify the committee which is to convene a general meeting of the association to be held within 28 days after the date on which the secretary general received the notice.

d)†† At a general meeting of the association convened under subclause 12(c):

                           i.          no business other than the question of the appeal is to be transacted, and

                          ii.          the committee and the member must be given the opportunity to state their respective cases orally or in writing, or both, and

                         iii.          the members present are to vote by secret ballot on the question of whether the resolution should be confirmed or revoked.

(e)† The appeal is to be determined by a simple majority of votes cast by members of the association.


 

 

Part 3 - The committee

 

13. Powers of the committee

Subject to the Act, the Regulation and this constitution and to any resolution passed by the association in general meeting, the committee:

The committee is to be called the executive committee of the association. The powers of the committee include but not limited to:

a)     control and manage the affairs of the association, and

b)     exercise all such functions as may be exercised by the association, and

c)     perform all such acts and do all such things as appear to the committee to be necessary or desirable for the proper management of the affairs of the association.

14. Composition and membership of the committee

 

a)     The committee (the executive committee) is to consists of:

                                               i.          the office bearer of the association, and

                                              ii.          ordinary members (10)

b)     The office bearer of the association are to be:

                                                              i.     the President

                                                             ii.     the Vice President (2)

                                                            iii.     the Secretary General

                                                           iv.     the Treasurer

                                                             v.     the Cultural Secretary

                                                           vi.     the Information and Publication Secretary

                                                          vii.     Education and Research Secretary

15. Term of Office and eligibility to be a committee member

 

a)     The term of office of the Executive Committee (the Committee) is two years

b)     A minimum of one year membership is required in order to be an ordinary member of the Committee

c)     A minimum of two years membership is required to be in order to be an office bearer of the Committee

d)     In order to be the President or Secretary General or Treasurer one must have a minimum of three years general membership of the association and act as an ordinary member of the Committee for a minimum of two years.

e)     The founding Committee will remain in the office for two terms.

f)       The President and the Secretary General will automatically become ordinary members of the Executive Committee on his/her retirement as the President and the Secretary General.

g)     The founding President and the Secretary General are eligible for re-election in the Annual General Meeting after completion of two terms

h)     At least three ordinary members of the committee will retire each year. Retiring members are eligible for re-election.

16. Committee Meeting

 

a)     The committee must meet at least four times in each period of 12 months at such place and time as the committee may determine.

b)     Additional meetings of the committee may be convened by the president or by the secretary general of the committee.

c)     Any four members of the committee including the president and/or the secretary general constitute a quorum for the transaction of the business of a meeting of the committee.

d)     The committee is to keep records of all meetings.

d)†† Oral or written notice of a meeting of the committee must be given by the secretary to each member of the committee at least 48 hours (or such other period as may be unanimously agreed on by the members of the committee) before the time appointed for the holding of the meeting.

†e)† No business is to be transacted by the committee unless a quorum is present and if, within half an hour of the time appointed for the meeting, a quorum is not present, the meeting is to stand adjourned to the same place and at the same hour of the same day in the following week.

(f)†† If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting is to be dissolved.

(g)† At a meeting of the committee:

(i)†† the president or, in the presidentís absence, one of the vice-presidents is to preside, or

(ii)† if the president and the vice-president are absent or unwilling to act, such one of the remaining members of the committee as may be chosen by the members present at the meeting is to preside.

17. Election of committee members

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

                           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 general of the association at least 7 days before the date fixed for the holding of the annual general meeting at which the election is to take place.

b)     If insufficient nominations are received to fill all vacancies on the committee, the candidates nominated are taken to be elected and further nominations are to be received at the annual general meeting.

c)     If insufficient further nominations are received, any vacant positions remaining on the 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 office-bearers and ordinary committee members of the committee is to be conducted at the annual general meeting in such usual and proper manner as the committee may direct.

g)     A person nominated as a candidate for election as an office-bearer or as an ordinary committee member of the association must be a member of the association.

18. Secretary General

a)†† The secretary general of the association must, as soon as practicable after being appointed as the secretary general, lodge notice with the association of his or her address.

b)†† It is the duty of the secretary general to keep minutes of:

(a)† all appointments of office-bearers and members of the committee, and

(b)† the names of members of the committee present at a committee meeting or a general meeting, and

(c)† all proceedings at committee meetings and general meetings.

c)†† Minutes of proceedings at a meeting must be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting.

19. Treasurer

It is the duty of the treasurer of the association to ensure:

(a)† that all money due to the association is collected and received and that all payments authorised by the association are made, and

(b)† that correct books and accounts are kept showing the financial affairs of the association, including full details of all receipts and expenditure connected with the activities of the association.

20. Casual vacancies

a)†† In the event of a casual vacancy occurring in the membership of the committee, the committee may appoint a member of the association to fill the vacancy and the member so appointed is to hold office, subject to this constitution, until the conclusion of the annual general meeting next following the date of the appointment.

b)†† A casual vacancy in the office of a member of the 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 Act 2001 of the Commonwealth, or

(iv) resigns office by notice in writing given to the secretary general, or

(v)† is removed from office, or

(vi) becomes a mentally incapacitated person, or

(vii)††††††††††† is absent without the consent of the committee from 3 consecutive meetings of the committee, or

(viii)is convicted of an offence involving fraud or dishonesty for which the maximum penalty on conviction is imprisonment for not less than 3 months, or

(ix) is prohibited from being a director of a company under Part 2D.6 (Disqualification from managing corporations) of the Corporations Act 2001 of the Commonwealth.

(x) under subclause 17(c) if insufficient nomination of candidate for election of office bearer is received, any vacant positions remaining on the committee are taken to be casual vacancies.

21. Removal of committee members

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

(b)† If a member of the committee to whom a proposed resolution referred to in subclause 21(a) relates makes representations in writing to the secretary or president (not exceeding a reasonable length) and requests that the representations be notified to the members of the association, the secretary or the president 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.

22. Delegation by committee to sub-committee

a)†† The committee may, by instrument in writing, delegate to one or more sub-committees (consisting of such member or members of the association as the committee thinks fit) the exercise of such of the functions of the committee as are specified in the instrument, other than:

(i)  this power of delegation, and

(ii)  a function which is a duty imposed on the committee by the Act or by any other law.

b)†† A function the exercise of which has been delegated to a sub-committee under this clause may, while the delegation remains unrevoked, be exercised from time to time by the sub-committee in accordance with the terms of the delegation.

c)†† A delegation under this clause may be made subject to such conditions or limitations as to the exercise of any function, or as to time or circumstances, as may be specified in the instrument of delegation.

(d)† Despite any delegation under this clause, the committee may continue to exercise any function delegated.

e)†† Any act or thing done or suffered by a sub-committee acting in the exercise of a delegation under this clause has the same force and effect as it would have if it had been done or suffered by the committee.

f)††† The committee may, by instrument in writing, revoke wholly or in part any delegation under this clause.

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

 

Part 4 - General meetings

23. Annual general meetings - holding of

a)†† The association must hold its first annual general meeting within 18 months after its registration under the Act.

b)†† The association must hold its annual general meetings:

(i)†† within 6 months after the close of the associationís financial year, or

(ii)† within such later time as may be allowed by the Director-General or prescribed by the Regulation.

24. Annual general meetings - calling of and business at

a)†† The annual general meeting of the association is, subject to the Act and to clause 23, to be convened on such date and at such place and time as the committee thinks fit.

b)†† In addition to any other business which may be transacted at an annual general meeting, the business of an annual general meeting is to include the following:

(i)†† to confirm the minutes of the last preceding annual general meeting and of any special general meeting held since that meeting,

(ii)† to receive from the committee reports on the activities of the association during the last preceding financial year,

(iii) to elect office-bearers of the association and ordinary committee members,

(iv) to receive and consider any financial statement or report required to be submitted to members under the Act.

c)†† An annual general meeting must be specified as such in the notice convening it.

d)†† The Secretary General must, at least 14 days before the date fixed for the holding of the annual general meeting, give a notice to each member specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting.

25. Special general meetings - calling of

a)†† The committee may, whenever it thinks fit, convene a special general meeting of the association.

b)†† The committee must, on the requisition in writing of at least 50 per cent of the total number of members, convene a special general meeting of the association.

c)†† A requisition of members for a special general meeting:

(i)†† must state the purpose or purposes of the meeting, and

(ii)† must be signed by the members making the requisition, and

(iii) must be lodged with the secretary general, and

(iv) may consist of several documents in a similar form, each signed by one or more of the members making the requisition.

d)†† If the committee fails to convene a special general meeting to be held within 1 month after that date on which a requisition of members for the meeting is lodged with the secretary general, any one or more of the members who made the requisition may convene a special general meeting to be held not later than 3 months after that date.

e)†† A special general meeting convened by a member or members as referred to in subclause 25(d) must be convened as nearly as is practicable in the same manner as general meetings are convened by the committee.

26. Notice

a)†† Except if the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary must, at least 14 days before the date fixed for the holding of the general meeting, give a notice to each member specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting.

b)†† If the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary must, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be given to each member specifying, in addition to the matter required under subclause 26(a), the intention to propose the resolution as a special resolution.

c)†† No business other than that specified in the notice convening a general meeting is to be transacted at the meeting except, in the case of an annual general meeting, business which may be transacted under clause 24 (b).

d)†† A member desiring to bring any business before a general meeting may give notice in writing of that business to the secretary who must include that business in the next notice calling a general meeting given after receipt of the notice from the member.

27. Quorum for general meetings

a)†† No item of business is to be transacted at a general meeting unless a quorum of members entitled under this constitution to vote is present during the time the meeting is considering that item.

b)†† Five members present (being members entitled under this constitution to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.

c)†† If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting in any other case, is to stand adjourned to the same day in the following week at the same time and (unless another place is specified at the time of the adjournment by the person presiding at the meeting or communicated by written notice to members given before the day to which the meeting is adjourned) at the same place.

d)†† If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being at least 3) are to constitute a quorum.

28. Presiding member

(1)† The president or, in the presidentís absence, the vice-president, is to preside as chairperson at each general meeting of the association.

(2)† If the president and the vice-president are absent or unwilling to act, the members present must elect one of their number to preside as chairperson at the meeting.

29. Adjournment

a)†† The chairperson of a general meeting at which a quorum is present may, with the consent of the majority of members present at 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.

b)†† If a general meeting is adjourned for 14 days or more, the secretary must give written or oral notice of the adjourned meeting to each member of the association stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.

c)†† Except as provided in subclauses 29(a) and 29(b), notice of an adjournment of a general meeting or of the business to be transacted at an adjourned meeting is not required to be given.

30. Making of decisions

a)†† A question arising at a general meeting of the association is to be determined by either:

(a)† a show of hands, or

(b)† if on the motion of the chairperson or if 5 or more members present at the meeting decide that the question should be determined by a written ballotóa written ballot.

b)†† If the question is to be determined by a show of hands, 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, or 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.

c)†† If the question is to be determined by a written ballot, the ballot is to be conducted in accordance with the directions of the chairperson.

31. Special resolutions

A special resolution may only be passed by the association in accordance with clause 25 of the constitution.

32. Voting

a)†† On any question arising at a general meeting of the association a member has one vote only.

b)†† In the case of an equality of votes on a question at a general meeting, the chairperson of the meeting is entitled to exercise a second or casting vote.

c)†† A member is not entitled to vote at any general meeting of the association unless all money due and payable by the member to the association has been paid.

d)†† A member is not entitled to vote at any general meeting of the association if the member is under 18 years of age.

33. Proxy votes not permitted

Proxy voting must not be undertaken at or in respect of a general meeting.