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- bringing the Australasian Amiga community together - |
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PART IV -
THE COMMITTEE
NAME AND ROLE
OF THE COMMITTEE
(2) Subject to the Act, the Associations Incorporation Regulation 1994, and to this Constitution and any resolution passed by a majority of the Members of ADUG eligible to vote, the conduct of the affairs of ADUG shall be vested in the Committee.
POWERS AND FUNCTIONS
OF THE COMMITTEE
(1) to investigate and encourage all means of achieving the objects of ADUG;
(2) to have control of the financial affairs of ADUG;
(3) to open and close bank accounts;
(4) to determine who shall act on behalf of ADUG as signatories for any legal, financial or other document, provided that:
(a) all forms of withdrawal from a bank account opened in ADUG's name shall be signed by the Secretary unless determined otherwise by the Committee that there should be two (2) signatories, in which case the two persons shall be:
(i) the Secretary, who shall be the principal signatory; and
(ii) one other person, who must be a Member of ADUG but not necessarily a Committee member, nominated by the Committee;
(5) to enter into contracts;
(6) to acquire and dispose of real and personal property;
(7) to expand and invest monies not immediately required in such manner as may be permitted by law for the investment of trust funds;
(8) to appoint trustees to hold real and personal property on behalf of ADUG;
(9) to employ and dismiss staff;
(10) to amend the definition of Australasia, as specified in clause 5 (3) and in accordance with clause 2 (1)(a) of this Constitution, so as to include neighbouring countries;
(11) to accept and reject applications for affiliation;
(12) to take disciplinary action against any Member or Affiliate in accordance with the provisions of this Constitution;
(13) to terminate the membership or affiliation of any Member or any Affiliate in accordance with the provisions of this Constitution;
(14) to do all things necessary to protect:
(a) the good name, ethical standing and reputation of ADUG and its Members and Affiliates; and
(b) the reputation of the Amiga computer platform and of AMIGA, the company that owns it;
(15) to make Regulations as specified under clause DC of this Constitution;
(16) to specify a list of prohibited activities and to legislate, by Regulation, to enforce these prohibited activities;
(17) to hold Conferences in accordance with clause 49 of this Constitution.
REGULATIONS
(a) implementing the objects of this Constitution;
(b) giving effect to any policy determined by the Committee;
(c) regulating in greater detail the activities of ADUG and the conduct of its affairs.
(2) A proposal to make a Regulation or to amend a Regulation shall be by Special Committee Resolution.
(3) Regulations made by the Committee shall be as valid and effectual as though they were part of this Constitution.
DISTRIBUTION OF INCOME AND PROPERTY
(2) No income and property of ADUG, or portion of income and property of ADUG, shall be distributed, paid or transferred, either directly or indirectly, by way of dividend, bonus or otherwise, to or amongst the Members or Affiliates except for:
(a) repayment of out-of-pocket expenses specified in ADUG's Regulations;
(b) payment to any Member, Affiliate, servant or other person, for services actually rendered to ADUG;
(c) reasonable and proper rent for premises let to ADUG;
(d) honorariums, specified in ADUG's Regulations.
COMPOSITION AND MEMBERSHIP OF THE COMMITTEE
(a) four (4) positions shall be reserved for members residing in New Zealand; and
(b) eight (8) positions shall be reserved for members residing in Australia.
(2) The office-bearers of the Committee shall be:
(a) the President;
(b) the Vice-President; and
(c) the Secretary.
(3) At the discretion of the Committee the position of the Secretary may be split so as to be held by two members of the Committee, namely a Secretary and a Treasurer, at which time the powers and duties of each of these two positions must be defined by the Committee.
PRESIDENT AND VICE-PRESIDENT
SECRETARY
(2) In addition to the powers and duties commonly assigned to the office of Secretary, the Secretary shall:
(a) ensure that all money due to ADUG is collected, received and banked, and that all payments authorised by the Committee are made; and
(b) subject to clause 22 (4)(a), be the principal signatory for all financial transactions specified in clause 27 (2)(a);
(c) ensure that correct books and accounts are kept showing the financial affairs of ADUG, including full details of all receipts and expenditure connected with the activities of ADUG;
(d) receive and process all applications for membership and affiliation;
(e) keep a Register of Members by means of a listing of their Membership Identifiers;
(f) keep a record of the appointment of all office-bearers and members of the Committee;
(g) keep a Register of Affiliates;
(h) keep a record of the names of:
(i) all Members who take part in a General Meeting, including the Annual General Meeting; and
(ii) the members of the Committee who take part in a Committee Meeting;
(i) keep minutes of all proceedings:
(i) in General Meetings, including the Annual General Meeting; and
(ii) in Committee Meetings;
(j) arrange for:
(i) all General Meetings, including the Annual General Meeting, in accordance with clause 38 (1) of this Constitution;
(ii) all Committee Meetings, in accordance with clause 38 (2) of this Constitution.
ELECTION OF
COMMITTEE MEMBERS
(2) The existing members of the committee of the unincorporated association known as the Amiga Downunder User Group shall become the inaugural Committee of Amiga Downunder UG Incorporated.
(3) Subject to the conditions specified in clauses 30 (1) and 30 (2) regarding reserved positions, of the fourteen (14) members comprising the Committee, seven (7) members are to be elected annually.
(4) The ballot for the election of office-bearers and ordinary members of the Committee is to be conducted by the Public Officer in accordance with clause DI of this Constitution.
(5) The period between the calling of nominations, in the manner specified in clause 29 (1) and the close of nominations shall be 21 days.
(6) The period between the naming of the candidates, in the manner specified in clause 29 (3) and the close of voting shall be 21 days.
CONDUCT OF
COMMITTEE ELECTIONS
(a) calling for nominations for the positions to be balloted;
(b) stating the date, in accordance with clause 28 (5), on which nominations close; and
(b) detailing the procedure for submission of nominations.
(2) Except in the case of the inaugural Committee:
(a) nominations of candidates for election as office-bearers or ordinary members of ADUG's Committee:
(i) must be submitted to the Public Officer, in two separate emails, by two Members of ADUG who are eligible to vote; and
(ii) must have the consent of the candidate who shall, in a separate email to the Public Officer (which may include a resume of reasonable length about the candidate) notify the Public Officer of his or her intention to stand for election and giving approval for the nomination; and
(b) in order for the nomination to be accepted, all three emails referred to in clauses 29 (2) (a) (i) and (ii) must be received by the Public Officer by the date set for the close of nominations given in the notice specified in clause 29 (1) (b).
(3) A member of the Committee who is not required to retire may be nominated for any position of office-bearer that may arise provided that:
(a) if the member is successful, the position previously held by the member shall be declared vacant and treated as a casual vacancy;
(b) if the member is unsuccessful, the member shall remain in the position previously held.
(4) If insufficient nominations are received to fill all vacancies on the Committee, or if the number of nominations received is equal to the number of vacancies to be filled, the candidates nominated are, subject to the conditions that are specified in clauses 30 (1) and 30 (2) regarding reserved positions, taken to be elected, and any vacant positions remaining on the Committee are to be taken as casual vacancies.
(5) If the number of nominations received exceeds the number of vacancies to be filled, or if more than one nomination is received for a position of office-bearer, a ballot shall be held by the Public Officer.
(6) In the event of a ballot being required for any position on the Committee, the Public Officer must, no later than fourteen days after the date for the closing of nominations, cause to be posted on an ADUG-specific website:
(a) the names of the candidates, together with a resume of reasonable length supplied by the candidates;
(b) the positions for which each candidate has nominated (namely, President, Vice-President, Secretary, or ordinary member);
(c) the closing date of the ballot, in accordance with clause 28 (6) of this Constitution;
(d) an indication as to who may vote; and
(e) the procedure, specified in clause 29 (8) of this Constitution, that is to be followed in order to register a vote.
(7) Only Members who, according to the provisions of this Constitution are eligible to vote, may vote.
(8) The procedure for voting in an election of a Committee member shall be as follows:
(a) a Member's eligibility to vote is governed by the Member's Membership ID as recorded in the Register of Members;
(b) a Member may vote for none, or for any number, of the positions being contested, provided that:
(i) only one candidate shall be chosen for each position; and
(ii) each Membership ID is entitled to one vote, and to one vote only.
(c) the vote shall be sent to the Public Officer by email which must have:
(i) "Committee Election" as its subject; and
(ii) the names of the Member's choice, and the positions for which they are to be elected, as the only items of text in it.
(9) In any ballot that is conducted, the candidates with the highest number of votes shall, subject to the conditions that are specified in clauses 30 (1) and 30 (2) regarding reserved positions, be elected provided that, if the number of votes received by two or more candidates for any vacancy is equal and it becomes necessary to exclude one or more of them, the Public Officer shall determine by lot the candidate or candidates elected.
(10) As soon as practicable after the results of the election are known, the Public Officer shall inform the Secretary of the results.
(11) Upon receiving the results of the election from the Public Officer, the Secretary shall, on behalf of the Public Officer:
(i) inform all candidates, by email, of the election results; and
(ii) prepare a report of the election results for presentation to the Annual General Meeting, as required by clause 38 (1) (e) (iii) of this Constitution.
RESERVED POSITIONS
(a) two (2) positions shall be reserved for members residing in New Zealand; and
(b) four (4) positions shall be reserved for members residing in Australia.
(2) The reserved positions specified in clauses 30 (1)(a) and 30 (1)(b) may include any or all of the office-bearers of the Committee.
CASUAL VACANCIES
(a) if the member dies; or
(b) if the member ceases to be a Member of ADUG; or
(c) if the member becomes an insolvent under administration within the meaning of the Corporations Law; or
(d) if the member resigns office by notifying the Secretary, via email, of his or her intention to do so; or
(e) if the member becomes a mentally incapacitated person; or
(f) if the member, without sufficient cause or the consent of the Committee, fails for two (2) consecutive months:
(i) to acknowledge, within five (5) days of it being sent, receipt of an email containing the agenda of a Committee meeting; or
(ii) to respond, within five (5) days of it being sent, to a formal motion put during the course of a Committee meeting;
(g) if there are insufficient persons elected at the annual Committee elections to fill the position vacated by the member; or
(h) if a member who is not due for election vacates a position in accordance with clause 29 (3) of this Constitution and is elected to that position.
(2) In the event of a casual vacancy occurring in the membership of the Committee, the Committee may appoint a Member of ADUG to fill the vacancy, and the Member so appointed is to hold office:
(a) for a period of two years, as specified in clause 32 (1), if the vacancy arises from a failure to fill all Committee positions at an annual election; or
(b) for the residue of the term of office of his or her predecessor, if the vacancy occurs at any other time.
TERM OF OFFICE
OF COMMITTEE MEMBERS
(a) seven (7) persons are, in their first term, and only in their first term, to hold office for only one (1) year, but are eligible for re-election, provided that the seven positions made vacant do not include the President and the Secretary, but do include:
(i) four of the members who are deemed to be holding any of the eight positions reserved for persons residing within Australia;
(ii) two of the members who are deemed to be holding any of the four positions reserved for persons residing within New Zealand;
(iii) the Vice-President.
(2) The term of office of a retiring Committee member shall end at the conclusion of the Annual General Meeting held immediately following the election which, in accordance with clause 39 (1) and clause 38 (1) (b) of this Constitution will, commencing in August 2000, fall on the twenty-first day of August each year;
(3) The term of office of a newly elected Committee member shall commence on the day after the last day of the Annual General Meeting held immediately following the election which, in accordance with clauses 39 (1) and 38 (1)(b) of this Constitution will, starting in August 2000, be the twenty-second day of August each year.
REMOVAL OF A COMMITTEE MEMBER
(2) If a member of the Committee to whom a proposed resolution of removal referred to in clause 33 (1) 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 ADUG, the representations must be included in the notice convening the General Meeting at which the resolution of removal is to be considered.
COMMITTEE MEETINGS
(2) At a meeting of the Committee:
(a) the President or, in the President's absence the Vice-President is to preside; or
(b) 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 taking part in the meeting is to preside.
VOTING AND DECISION MAKING
AT COMMITTEE MEETINGS
(2) Each member taking part in a Meeting of the Committee or of any sub-committee appointed by the Committee (including the person presiding at the Meeting) is entitled to one vote but, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.
(3) Subject to clause 38 (2)(f), the Committee may act despite any vacancy on the Committee.
DELEGATION BY COMMITTEE
TO SUB-COMMITTEE
(a) this power of delegation; and
(b) a function which is a duty imposed on the Committee by the Act or by any other law.
(2) 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.
(3) A delegation under this section 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.
(4) Despite any delegation under this clause, the Committee may continue to exercise any function delegated.
(5) 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.
(6) The Committee may, by instrument in writing, revoke wholly or in part any delegation under this clause.
(7) A sub-committee may meet and adjourn as it thinks proper.
DECISIONS OF THE COMMITTEE
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