CYCLE SAFE BATHURST
CONSTITUTION
Under the Associations Incorporation Act 2009About this model constitution
The constitution of an incorporated association forms the structure within which the association operates.
To assist associations develop their constitution, NSW Fair Trading has prepared this model constitution, which covers the matters required by law. An association may:
• adopt this model constitution; or
• adopt a modified version of this model constitution.
Adopting the model constitution (without modification)
Any changes made to the model constitution will automatically apply to all associations that have adopted the model constitution (without modification).
Copyright information
© State of New South Wales through NSW Fair Trading, 2016
For any other use of this information, please refer to NSW Fair Trading’s copyright policy at www.fairtrading.nsw.gov.au/ftw/copyright.page or email publications@finance.nsw.gov.au DisclaimerThis publication must not be relied on as legal advice. For more information please refer to the appropriate legislation or seek independent legal advice.
ContentsPart 1 Preliminary 3
1 Definitions 3
Part 2 Membership 42 Membership generally 4
3 Application for membership 4
4 Cessation of membership 5
5 Membership entitlements not transferable 5
6 Resignation of membership 5
7 Register of members 5
8 Fees and subscriptions 6
9 Members’ liabilities 6
10 Resolution of disputes 6
11 Disciplining of members 7
12 Right of appeal of disciplined member 7
Part 3 The committee 913 Powers of the committee 9
14 Composition and membership of committee 9
15 Election of committee members 9
16 Secretary 10
17 Treasurer 10
18 Casual vacancies 11
19 Removal of committee members 11
20 Committee meetings and quorum 11
21 Appointment of association members as committee members to constitute quorum 12
22 Use of technology at committee meetings 12
23 Delegation by committee to sub-committee 13
24 Voting and decisions 13
Part 4 General meetings 1425 Annual general meetings - holding of 14
26 Annual general meetings - calling of and business at 14
27 Special general meetings - calling of 14
28 Notice 15
29 Quorum for general meetings 15
30 Presiding member 16
31 Adjournment 16
32 Making of decisions 16
33 Special resolutions 17
34 Voting 17
35 Proxy votes not permitted 17
36 Postal or electronic ballots 17
37 Use of technology at general meetings 17
Part 5 Miscellaneous 1838 Insurance 18
39 Funds - source 18
40 Funds - management 18
41 Association is non-profit 18
42 Distribution of property on winding up of association 18
43 Change of name, objects and constitution 19
44 Custody of books etc 19
45 Inspection of books etc 19
46 Service of notices 19
47 Financial year 20
Part 1 PreliminaryStatement of Aims This association exists to:
• Contribute constructively to evidence informed decisions about local safety priorities and infrastructure related to cycling.
• Promote a culture that encourages safe cycling and cooperative road use.
• Build partnerships with groups and individuals interested in active transport.
1 Definitions(1) In this constitution:
ordinary committee member means a member of the committee who is not an office-bearer of the association.
secretary means:
(a) the person holding office under this constitution as secretary of the association, or
(b) if no person holds that office - the public officer of the association.
special general meeting means a general meeting of the association other than an annual general meeting.
the Act means the Associations Incorporation Act 2009.
the Regulation means the Associations Incorporation Regulation 2016.
(2) In this constitution:
(a) a reference to a function includes a reference to a power, authority and duty, and
(b) a reference to the exercise of a function includes, if the function is a duty, a reference to the performance of the duty.
(3) The provisions of the Interpretation Act 1987 apply to and in respect of this constitution in the same manner as those provisions would so apply if this constitution were an instrument made under the Act.
Part 2 Membership2 Membership generally(1) A person is eligible to be a member of the association if:
(a) the person is a natural person, and
(b) the person has applied and been approved for membership of the association in accordance with clause 3.
(2) A person is taken to be a member of the association if:
(a) the person is a natural person, and
(b) the person was:
(i) in the case of an unincorporated body that is registered as the association - a member of that unincorporated body immediately before the registration of the association, or
(ii) in the case of an association that is amalgamated to form the relevant association - a member of that other association immediately before the amalgamation, or
(iii) in the case of a registrable corporation that is registered as an association - a member of the registrable corporation immediately before that entity was registered as an association.
(3) A person is taken to be a member of the association if the person was one of the individuals on whose behalf an application for registration of the association under section 6 (1) (a) of the Act was made.
3 Application for membership(1) An application by a person for membership of the association:
(a) must be made in writing (including by email or other electronic means) in the form determined by the committee, and
(b) must be lodged (including by electronic means) with the secretary of the association.
(2) As soon as practicable after receiving an application for membership, the secretary must refer the application to the committee, which is to determine whether to approve or to reject the application.
(3) As soon as practicable after the committee makes that determination, the secretary must:
(a) notify the applicant in writing (including by email or other electronic means, if the committee so determines) that the committee approved or rejected the application (whichever is applicable), and
(4) The secretary must enter or cause to be entered the applicant’s name in the register of members and, on the name being so entered, the applicant becomes a member of the association.
4 Cessation of membershipA 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) Is no longer contactable by email and after 6 months has not informed the secretary of a change of contact details.
5 Membership entitlements not transferableA 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 person’s membership.
6 Resignation of membership(1) A member of the association may resign from membership of the association by first giving to the secretary written notice of at least 1 month (or any other period that the committee may determine) of the member’s intention to resign and, on the expiration of the period of notice, the member ceases to be a member.
(2) If a member of the association ceases to be a member under subclause (1), and in every other case where a member ceases to hold membership, the secretary must make an appropriate entry in the register of members recording the date on which the member ceased to be a member.
7 Register of members(1) The secretary must establish and maintain a register of members of the association (whether in written or electronic form) specifying the name and postal, residential or email address of each person who is a member of the association together with the date on which the person became a member.
(2) The register of members must be kept in New South Wales:
(a) at the main premises of the association, or
(b) if the association has no premises, at the association’s official address.
(3) The register of members must be open for inspection, free of charge, by any member of the association at any reasonable hour.
(4) A member of the association may obtain a copy of any part of the register on payment of a fee of not more than $1 for each page copied.
(5) If a member requests that any information contained on the register about the member (other than the member’s name) not be available for inspection, that information must not be made available for inspection.
(6) A member must not use information about a person obtained from the register to contact or send material to the person, other than for:
(a) the purposes of sending the person a newsletter, a notice in respect of a meeting or other event relating to the association or other material relating to the association, or
(b) any other purpose necessary to comply with a requirement of the Act or the Regulation.
(7) If the register of members is kept in electronic form:
(a) it must be convertible into hard copy, and
(b) the requirements in subclauses (2) and (3) apply as if a reference to the register of members is a reference to a current hard copy of the register of members.
8 Fees and subscriptions(1) A member of the association dies not incur any fee to join the association.
(2) In addition to any amount payable by the member under subclause (1), a member of the association is not liable for an annual subscription fee:
9 Members’ liabilitiesThe 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 as required by clause 8.
10 Resolution of disputes(1) 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.
(2) 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.
(3) The Commercial Arbitration Act 2010 applies to a dispute referred to arbitration.
11 Disciplining of members(1) A complaint may be made to the committee by any person that a member of the association:
(a) has refused or neglected to comply with a provision or provisions of this constitution, or
(b) has wilfully acted in a manner prejudicial to the interests of the association.
(2) The committee may refuse to deal with a complaint if it considers the complaint to be trivial or vexatious in nature.
(3) If the committee decides to deal with the complaint, the committee:
(a) must cause notice of the complaint to be served on the member concerned, and
(b) 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
(c) must take into consideration any submissions made by the member in connection with the complaint.
(4) 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.
(5) If the committee expels or suspends a member, the secretary 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 member’s right of appeal under clause 12.
(6) The expulsion or suspension does not take effect:
(a) until the expiration of the period within which the member is entitled to appeal against the resolution concerned, or
(b) 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(1) 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 a notice to that effect.
(2) 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.
(3) On receipt of a notice from a member under subclause (1), the secretary 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 received the notice.
(4) At a general meeting of the association convened under subclause (3):
(a) no business other than the question of the appeal is to be transacted, and
(b) the committee and the member must be given the opportunity to state their respective cases orally or in writing, or both, and
(c) the members present are to vote by secret ballot on the question of whether the resolution should be confirmed or revoked.
(5) The appeal is to be determined by a simple majority of votes cast by members of the association.