U3A Norfolk Island

New Tricks for Old Dogs

Our Constitution

 

ASSOCIATIONS INCORPORATION ACT 2005 (the Act)

CONSTITUTION

of

University of the Third Age Norfolk Island

 

  1. The name of the Association is University of the Third Age Norfolk Island Inc. (also to be known by the acronym U3A NI (hereinafter referred to as "the Association").

 

OBJECTIVES, VISION STATEMENT OF THE ASSOCIATION

2. The OBJECTIVES of the Association are:

 

(a) To provide learning opportunities for mature aged people, primarily using the skills and abilities of the people themselves.

(b) To encourage social interactions arising from U3A activities.

(c) To promote the benefits of life-long learning opportunities in a friendly, supportive, social environment.

(d) To create a community of scholars in which there is no distinction between those who teach and those who learn.

(e) To engage with other U3A networks in broadening our teaching and learning opportunities.

POWERS

3. For the purpose of carrying out the above objects and Vision Statement and subject to the provisions of the Act, the Association:

(a) Has the powers, the rights and the privileges of a natural person;

(b) May make rules, regulations and/or bylaws for the proper governance, operation and function of the Association and so as to carry out the objectives and operation of the Association and in addition to do all such other lawful things as are incidental to the attainment of those objects and it's operation or any of them.

 

(c) May indemnify any person or persons whether members of the Association or not who may incur or have incurred any personal liability in performing any function or duty for the benefit of the Association.

(d) May, but subject to the provisions of the Act, otherwise do all acts and things and to sign all deeds documents and papers for the better carrying out the objects and operation of the Association, both expressed or implied, and by law allowed or permitted.

NOT FOR PROFIT OF MEMBERS

4. The income and property of the Association howsoever derived shall be applied solely towards the promotion of the objects and operation of the Association as set forth in this Constitution and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to the persons who at any time are or have been members of the Association, or to any of them, or to any other person PROVIDED THAT nothing herein contained shall prevent the payment in good faith of remuneration to any officers or servants of the Association, or to any member thereof or other person in return for any service actually rendered to the Association, nor prevent the payment of interest on money borrowed from any member of the Association for any of the purposes of the Association.

 

ALTERATIONS TO ASSOCIATION CONSTITUTION

 

5. All additions or alterations to the within Constitution of the Association shall be made according to the provision of the Act or otherwise as provided or permitted by law.

 

WINDING UP OF ASSOCIATION

6. If upon the winding up or dissolution of this Association, there remains after satisfaction of all its debts and liabilities, any property or interests whatsoever, these shall not be distributed or paid among the Association members, but shall be given or transferred to another wholly charitable or not for profit organisation or association, whose purpose and constitution prohibit the distribution of income or assets among its members to an extent no greater than is permissible under the Constitution of this Association.

MEMBERSHIP

7. Membership of the Association is open to application from persons ordinarily resident in Norfolk Island and who in the opinion of the Committee, will from granting of membership to the Association, further the Objects and Operation of the Association.

  1. Application for membership of the Association shall be in such manner as directed by the Committee from time to time.

 

(b) Membership of the Association is open to an Association or incorporated body.

 

(c) The Committee shall consider all applications for membership to the Association by reference to or comparison with the objects of the Association.

(d) The Committee is empowered to create such class or classes of membership (such as volunteer members/workers), with such rights and entitlements as it determines.

(e) The Committee shall not assign nor be required to assign any reason for its refusal to accept a nomination.

(f) The Committee is empowered to determine and set the membership fees (if any), applicable to membership to the Association.

(g) An applicant on being admitted to membership of the Association becomes and remains liable, for payment of the membership fees (if any) for his/her period of membership.

(f) A register of Members is to be kept by the Association.

ASSOCIATION PATRON, HONORARY AND LIFE MEMBERS

8. A General Meeting may appoint or declare a person to be Patron of the Association. A General Meeting may declare that a member is an Honorary Member and may terminate that appointment. An Honorary Member is exempt from payment of membership fees (if any).

OFFICERS BEARERS

9. The Association has the following office bearers (also known as "the Executive Committee):Chairperson

Secretary

Treasurer

Committee of up to 5 other members

10. If there is a casual vacancy in an office, the Committee may fill the casual vacancy from the membership of the Association effective until the next scheduled election of that office bearer’s position.

COMMITTEE

11. The Association has a Committee consisting of the Office Bearers and up to 5 other members. The term “Committee Member” includes an office bearer.

12. The number of members comprising the Committee may be increased or decreased, at the inaugural General Meeting (or at a subsequent General Meeting) of the Association.

  1. The election (or confirmation) of Office Bearers and of other Committee Members shall take place at the inaugural General Meeting of the Association following its incorporation under the Act and thereafter at the Annual General Meeting (the AGM), of the Association.

  1. Thereafter, the procedure for nomination and election of candidates for positions on the Committee, shall be as directed by the Committee from time to time. Each office bearer or person elected to the Committee holds that position until the conclusion of the next AGM. All Committee members shall be elected from members.

15. If a Committee member fails to attend three (3) consecutive meetings of the Committee without having obtained leave of absence from the Committee, the Committee may declare that member’s position on the Committee vacant.

16. A Committee member is not entitled to nominate or appoint a substitute to take or fill that member’s place on the Committee. The Committee may fill a casual vacancy for the position of an office bearer or Committee member until the next election of that person’s office or position.

17. The Chairperson shall be the Chairperson of all Committee meetings or in his/her absence the person as selected by the Committee members present, shall be the Chairperson.

18. Questions arising at a Committee meeting shall be decided on a majority vote from those members present and voting. Each Committee member present at a Committee meeting including the representative of a member which is an Association or Corporation, shall be entitled to one vote on any question. If there is an equality of votes on a question before a Committee meeting, the Chairperson of that meeting shall only have a deliberative vote. If there is an equality of votes on a question at a Committee Meeting, then the question shall be deemed to have passed in the negative. A quorum of the Committee shall be three (3) Committee members one of whom at least, is to be an office bearer.

19. The Committee may delegate any of its powers or functions (other than this power of delegation), to a Committee member or to a Sub Committee the membership of which need not necessarily be drawn from Committee members but who must be members of the Association and may vary or revoke such delegation. Procedures of a Sub Committee shall as far as possible and unless otherwise determined by the Committee, follow the procedures and directions of the Committee.

20. Any Sub Committee so appointed may co-opt any person being an Association member, to assist as required and a co-opted person shall be entitled to a vote on any matter before that Sub Committee.

21. Unless otherwise expressly provided to the contrary by this Constitution or by the Act, the Committee shall determine its own procedures.

22. The Association indemnifies each officer and Committee member and each of their respective heirs, executors, administrators and assigns against all charges, expenses, costs, claims or loss which is incurred or is sustained in the proper execution of a duty or function authorised by the Committee or otherwise arises from the proper performance by the officer or a Committee member of that person’s duties or functions.

POWERS AND FUNCTIONS OF THE COMMITTEE

23. The Committee shall:

    1. Manage, implement, promote and control the Objectives and Operation of the Association including the Association’s finances, bank accounts, grants or funds of the Association.

    2. Define the responsibilities of officers and if appropriate, of other Committee members;

    3. Resolve any questions as to procedures and practices of the Association;

    4. Make, introduce, alter and vary from time to time By Laws for the operation of the Association and its operation, activities and objectives.

24. Unless otherwise varied by the Committee, any two of the Executive Committee are to sign all cheques to be drawn on the Association's bank account/s or to operate such account/s.

24A. The Committee has no power to borrow funds or incur any liability on behalf of the Association other than in the ordinary course of business of the Committee as authorised by this Constitution and otherwise as authorised by the Association in General Meeting.

25. Where a matter or issue comes before a Committee meeting in which a Committee member has an actual or perceived pecuniary interest or in which or as to which the Committee member has an actual or perceived conflict of interest, then that Committee member must:

    1. disclose that possible pecuniary interest or conflict of interest, and

    2. if so directed by the Chairman of that Committee meeting on the vote of the remaining Committee members present at that time, refrain from voting on any such matter or issue including withdrawing from the Committee meeting until that matter or issue is dealt with..

ANNUAL GENERAL AND OTHER MEETINGS

26. An Annual General Meeting (the AGM) of the Association shall be held on a date to be determined by the Committee but to be no later than as required by Law. The Agenda of Business for such AGM shall be as set by the Committee and shall include those matters as required to be dispensed with and otherwise attended to by the Act at an AGM of an incorporated Association. Written Notices of Motion by any member (other than those motions originating from the Committee), are to be given to the Secretary at least twenty-one (21) days before the AGM or before the General Meeting at which they are to be moved.

27. The Secretary or upon his or her failure to do so, the Committee, shall convene the AGM or any other General Meeting. Twenty one (21) days’ notice at least of every AGM or General Meeting and an Agenda including details of the business to be conducted thereat shall be given to members either in writing to each member or by publication of such notice in a newspaper published in Norfolk Island. The proceedings at an AGM or General Meeting shall not be invalidated by any inadvertent noncompliance with the requirements of this clause.

28. Unless otherwise set by the Committee, the Agenda for an AGM shall be:

  • Confirmation of Minutes of the previous Annual General Meeting (or inaugural meeting) and of any subsequent General Meeting which may not have been otherwise previously confirmed;

  • Business arising from minutes;

  • Chairperson’s Report;

  • Treasurer’s Report and Financial Statements;

  • Election of Office Bearers and Committee members for the ensuing year;

  • Consideration of the appointment of Auditor;

  • Appointment of a Patron (if any);

  • Determination of membership fees (if any) and charges for each class of membership;

  • Motions on Notice;

  • Matters referred to the General Meeting by the Committee; and

  • General Business

29. The Committee may convene a General Meeting of the Association at any time. The Secretary or, if he or she fails to do so, the Committee shall convene a General Meeting of the Association if the Committee receives a written requisition to do so signed by a majority of financial members of the Association. Such requisition shall state the business and any motions to be considered at the proposed General meeting, which is to be held no later than twenty one (21) days after the requisition is received by the Committee. No item of General Business shall be considered at a General Meeting requisitioned in accordance with this clause unless notice of the intention to include an item of General Business is first given to members.

30. The Chairperson or if he/she is not present then the Secretary shall be the Chairperson of all General Meetings and if neither is present at such General Meeting then the members present shall elect a Chairperson from those members present to conduct that General Meeting.

31. Proxies shall be allowed at General Meetings provided that the instrument of appointment of proxy signed by the member is delivered to the Secretary at or before commencement of the General Meeting. A poll may be called by the Chairperson at any time on any unresolved issue before a General Meeting.

32. Questions at a General Meeting shall be decided on a majority vote of those members present being financial and voting in person, or by the representative of a member which is an Association or Corporation or by proxy. If there is an equality of votes on a question at a General Meeting, the Chairperson shall have a deliberative vote and a casting vote.

33. The quorum for a General Meeting shall be no less than five (5) members attending in person or by proxy.

AUDITOR and FINANCIAL ACCOUNTS

  1. Financial accounts of the Association are to be kept and maintained to the extent and in the manner as required by the Act. The Association shall comply with the provisions of section 37 of the Act (the extract of which appears below), as to the preparation and if so resolved, the auditing and filing of the Association’s financial accounts or in applying for exemption from such auditing requirements.

 

Extract of section 37 of the Act as referred to in this clause 34:

37. (1) Unless permitted otherwise under subsection (3) the Committee of an incorporated association shall, at least once in each period of 12 months —

(a) cause the financial affairs of the association to be audited by a person who either —

(i) is a member of the association other than the secretary of that association and who has been approved for that purpose by the Registrar; or

(ii) is not a member of the association; and

(b) prepare, or cause to be prepared, a balance sheet setting out the assets and liabilities of the association.

(2) If the Committee of an association fails to comply with subsection (1), each member of the Committee is guilty of an offence. Penalty: 5 penalty units.

  1. The secretary of an incorporated association shall, within one month after the preparation of a balance sheet in respect of the association under subsection (1), table a certified correct copy of it at a meeting of members of the association and within 2 months thereafter file with the Registrar a copy of that balance sheet certified to be correct by the person who audited the financial affairs of the association.

(4) The Registrar may, upon application by the secretary of an association, exempt the association from the requirement to have its accounts audited if satisfied that the association has an annual income of less than $10,000 or a membership of fewer than 100 persons and that at a general meeting or at the annual general meeting before the application is made, the members present passed a resolution requesting that the association’s accounts not be required to be audited.

(5) An exemption granted under sub-section (4) continues so long as the association is eligible and until such time, if any, that at an annual general meeting or a general meeting the members present pass a resolution that the accounts are required to be audited in accordance with this Act.

 

35. Unless otherwise directed by the Committee, the Secretary, Treasurer and at least one other Committee member shall be the signatories to any Association bank or cheque account with all withdrawals from any Association bank or cheque account being first approved by the Committee.

DISCIPLINARY POWERS AND PROCEDURE

36. If the Committee is of the view after hearing any member upon a complaint in writing made about that member that the conduct of a member is injurious to the interests of the Association, the Committee shall deal with such matter to the extent as determined by it including but not limited to:

36.1. Expel the member; or

36.2. Suspend the member’s membership for such period and on such terms as the Committee determines including counseling or reprimanding the member, and

36.3 If warranted, report any possible criminal conduct or breach of laws to Police.

37. A member aggrieved by and being the subject of a decision of the Committee under Clause 36 has the right to have that decision reviewed at a General Meeting of the Association called on the written request of that member to the Secretary who shall convene such General Meeting of the Association within twenty one (21) days of receipt of such written request. A General Meeting has on such review the same powers as the Committee including the right of reinstatement of such member on such terms and conditions as determined by that General Meeting.

MEMBERS BOUND BY RULES

38. Every member shall be bound by and submit to this Constitution and any By Laws or procedures made or determined by the Committee from time to time.

ASSOCIATION LIABILITY

39. Without departing from the indemnity provisions of clause 3(e) and clause 22, the Association shall not be responsible for injuries and loss sustained personally by members participating in the Association’s activities or using or accessing Association’s facilities or property.

COMMON SEAL

40. The Committee shall when necessary provide for the safe keeping of the Common Seal of the Association which shall be titled – University of the Third Age Norfolk Island Inc. – and which shall be used and affixed only on the authority of the Committee or a Sub Committee authorised by the Committee to that extent. Every document to which the Common Seal is affixed shall be signed by a Committee member and countersigned by another Committee member, secretary of the Association or other person or persons so authorised by the Committee. The Common Seal shall be held in a safe place by the Association Secretary.

LIMITED ADOPTION OF MODEL RULES

41. Where in the operation and function of the Association, it is found that the provisions of the within Constitution do not allow for or cover a particular Association situation which requires to be resolved or dealt with but that the Model Rules provided under the Act or a part or portion thereof does, then so much of those Model Rules shall be adopted by the Association to resolve that particular situation for so long as it requires for the Association to so alter or so amend the within Constitution.