PHILLIP ISLAND CONSERVATION SOCIETY

PHILLIP ISLAND CONSERVATION SOCIETY INCORPORATED

CONSTITUTION

PART 1 - PRELIMINARY

1. NAME

The name of the Incorporated Association is PHILLIP ISLAND CONSERVATION SOCIETY INCORPORATED, PO BOX 548, COWES, PHILLIP ISLAND, 3922 (in this constitution called 'the Association').

2. PURPOSE

The principal purpose of the Phillip Island Conservation Society is the protection and enhancement of the natural environment of Phillip Island and its environs.

3. OBJECTS

Objects of the Phillip Island Conservation Society include:

(a) to promote the care and conservation of flora, fauna and their natural habitats;

(b) to preserve and protect the natural resources on the Island and in the surrounding marine environment;

(d) to function as a non-profit organisation. The income and property of the organisation shall be used and applied solely in promotion of its objects and no portion shall be distributed, paid or transferred directly or indirectly by way of dividend, bonus or by way of profit to members, directors, or trustees of the organisation. The Phillip Island Conservation Society Public Fund has been established under Section 37 (2) for the specific purpose of supporting the purpose and objects of the association.

PART 2 – MODEL RULES

4. INTERPRETATION

(1) In these rules unless the contrary intention appears:

"Committee" means the Committee of Management of the Association;
"Financial Year" means the year ending 31 December;
"General Meeting" means a general meeting of members convened in accordance with Rule 13;
"Member" means a member of the Association;
"Ordinary Member of the Committee" means a member of the Committee who is not an officer of the Association under Rule 23;
"The Act" means the Associations Incorporation Act 1981;
"The Regulations" means Regulations under the Act.

(2) In these Rules, a reference to the Secretary of an Association is a reference:

(a) where a person holds office under these Rules as Secretary of the Association – to that person; and

(b) in any other case, to the Public Officer of the Association.

(3) Words or expressions contained in these Rules shall be interpreted in accordance with the provisions of the Acts Interpretation Act 1958 and the Act as in force from time to time.

5. MEMBERSHIP

(1) Any natural person is eligible to be a member of the Association on payment of the annual subscription payable under these Rules.

(2) A person who is not a member of the Association at the time of the incorporation of the Association (or was such a member at that time but has ceased to be a member) shall not be admitted to the membership unless the payment of the annual subscription has been made.

(3) The Secretary shall, upon payment of the annual subscription, enter the member’s name in the register of members kept by the secretary.

(4) A right, privilege or obligation of a person by reason of membership of the Association:

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

(b) terminates upon the cessation of his or her membership whether by death or resignation or otherwise.

(5) Honorary Member:

(a) The Association may elect as an Honorary Member of the Association any member or non-member who has rendered special services to the Association or to conservation generally or who holds an office which involves close contact with the Association during the tenure of that office.

(b) Honorary membership shall expire at the end of the financial year but an Honorary member may be re-elected for a further twelve months or part thereof.

(c) An Honorary Member shall be entitled to all the privileges of the Association except the right to vote at meetings and the right to be elected to hold office in the Association.

(6) Life member:

In consideration of special services to the Association, a member may be elected a Life Member, presented with suitable documentary evidence of such election and be entitled to all the privileges of the Association without payment of any further subscription while still being amenable to all the rules of the Association.

6. ENTRANCE FEE AND ANNUAL SUBSCRIPTION

(1) There shall be no entrance fee.

(2) The annual subscription shall be fixed at the Annual General Meeting in each year and is payable in such a manner and at such times as the Committee may determine.

7. REGISTER OF MEMBERS

A register of members shall be available for inspection by members at the address of the Public Officer.

8. RESIGNATION OF MEMBER

(1) A member of the Association who has paid all moneys due and payable as a the member to the Association may resign from the Association by first giving one month’s notice in writing to the Secretary of that member's intention to resign and upon the expiration of that period of notice, the member shall cease to be a member.

(2) Upon the expiration of a notice given under sub-clause (1), the Membership Officer shall make in the register of members an entry recording the date on which the member by whom the notice was given, ceased to be a member.

9. DISCIPLINE OF MEMBERS

(1) Subject to these Rules, if a member has refused or neglected to comply with these Rules or has been guilty of conduct unbecoming a member or prejudicial to the interests of the Association, the Committee may by resolution:

(a) expel a member from the Association; or

(b) suspend a member from membership of the Association for a specified period.

(2) A resolution of the Committee under sub-clause (1):

(a) does not take effect unless the Committee, at a meeting held not earlier than 14 and not later than 28 days after the service on the member of a notice under sub-clause (3) confirms the resolution in accordance with this clause; and

(b) where the member exercises a right of appeal to the Association under this clause does not take effect unless the Association confirms the resolution in accordance with this clause.

(3) Where the Committee passes a resolution under sub-clause (1), the Secretary shall, as soon as practicable, cause to be served on the member a notice in writing:

(a) setting out the resolution of the Committee and the grounds on which it is based:

(b) stating that the member may address the Committee at a meeting to be held not earlier than 14 and not less than 28 days after service of the notice.

(c) stating the date, place and time of the meeting;

(d) informing the member that he or she may do one or more of the following:

(i) attend that meeting;

(ii) give to the Committee before the date of that meeting a written statement seeking the revocation of the resolution; and

(iii) not later than 24 hours before the date of the meeting lodge with the Secretary a notice to the effect that he or she wishes to Appeal to the Association in general meeting against the resolution.

(4) At a meeting of the Committee held in accordance with sub-clause (3), the Committee:

(a) shall give to the member an opportunity to be heard;

(b) shall give due consideration to any written statement submitted by the member; and

(5) Where the Secretary receives a notice under sub-clause (3) the secretary shall notify the Committee and the Committee shall convene a general meeting of the Association to be held within 21 days after the date on which the Secretary received the notice.

(6) At a general meeting of the Association convened under sub-clause (5):

(a) no business other than the question of the appeal shall be transacted;

(b) the Committee may place before the meeting details of the grounds for the resolution and the reasons for the passing of the resolution;

(d) the members present shall vote by secret ballot on the question whether the resolution should be confirmed or revoked.

(7) If at a general meeting:

(a) two-thirds of the members vote in person or by proxy in favour of the confirmation of the resolution, the resolution is confirmed; and

(b) in any other case, the resolution is revoked.

10. ANNUAL GENERAL MEETING

(1) The Association shall, in each calendar year, convene an annual general meeting of its members.

(2) The annual general meeting shall be held on such day as the Committee determines.

(3) The annual general meeting shall be specified as such in the notice convening it.

(4) The ordinary business of the annual general meeting shall be:

(a) to confirm the minutes of the last preceding annual general meeting and of any general meeting held since that meeting;

(b) to receive from the Committee reports upon the transactions of the Association during the last preceding financial year;

(d) to receive and consider the statement submitted by the Association in accordance with section 30 (3) of the Act.

(5) The annual general meeting may transact special business of which notice is given in accordance with these Rules.

(6) The annual general meeting shall be in addition to any other general meetings that may be held in the same year.

11-12. SPECIAL GENERAL MEETING

11. All general meetings other than the annual general meeting and normal general meetings shall be called special general meetings.

12. (1) The Committee may, whenever it thinks fit, convene a special general meeting of the Association and, where, but for this sub-clause, more than 15 months would elapse between annual general meetings, shall convene a special general meeting before the expiration of that period.

(2) The Committee shall, on the requisition in writing of members representing not less than 10 members, convene a special general meeting of the Association.

(3) The requisition for a special general meeting shall state the object of the meeting and shall be signed by the members making the requisition and be sent to the address of the Secretary and may consist of several documents in a like form, each signed by one or more of the members making the requisition.

(4) If the Committee does not cause a special general meeting to be held within one month after the date on which the requisition is sent to the address of the Secretary, the members making the requisition, or any of them, may convene a special general meeting to be held not later than 3 months after that date.

(5) A special general meeting convened by members in pursuance of these Rules shall be convened in the same manner or as nearly as possible as that in which those meetings are convened by the Committee and all reasonable expense incurred in convening the meeting shall be refunded by the Association to the persons incurring the expenses.

13. CONVENING OF GENERAL MEETINGS

(1) The Secretary of the Association shall, at least 5 days, or if a special resolution has been proposed, at least 21 days, before the date fixed for holding a general meeting of the Association, must provide a notice stating the place, date and time of the meeting and, at the discretion of the Committee, the nature of the business to be transacted at the meeting. This notice may be sent:

(a) by prepaid post to the address appearing in the register of members; or

(b) by notice included in the Association's newsletter sent by prepaid post to the address appearing in the register of members; or

(c) by facsimile transmission to the number appearing in the register of members; or

(d) by electronic transmission to the email address appearing in the register of members.

(2) A member intending to bring any business before a meeting may notify the Secretary in writing, or by electronic transmission, of that business, and the Secretary must include that business in the agenda at the next general meeting. A member at the general meeting may bring any business not included on the agenda to the meeting in response to a call by the presiding officer at that meeting.

PROCEDURE OF GENERAL MEETINGS

14-21. PROCEEDINGS AT MEETINGS

14. (1) All business that is transacted at a special general meeting and all business that is transacted at the annual general meeting should be deemed to be special business.

(2) No item of business shall be transacted at a general meeting unless a quorum of members entitled under the Rules to vote is present during the time when the meeting is considering that item.

(3) Five members personally present (being members entitled under these Rules to vote at a general meeting) constitute a quorum for the transaction of business of a general meeting.

(4) If within half an hour after the appointed time for the commencement of a general meeting, a quorum is not present, the meeting if convened upon the requisition of members shall be dissolved and in any other case shall stand adjourned to the same day in the next week at the same time (unless another place is specified by the Chairperson at the time of the adjournment or by written notice to members given before the day to which the meeting is adjourned) at the same place and if at the adjourned meeting the quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being not less than 3) shall be a quorum.

15. (1) The President, or in the President’s absence, the Vice-President, shall preside as Chairperson at each general meeting of the Association.

(2) If the President and the Vice-Presidents are absent from a general meeting, the members present shall elect one of their number to preside as Chairperson of the Meeting.

16. (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 shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.

(2) Where a meeting is adjourned for 14 days or more, a like notice of the adjourned meeting shall be given as in the case of the general meeting.

(3) Except as provided in sub-clauses 1 and 2, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting.

17. A question at a general meeting of the Association shall be determined on a show of hands and unless, before or on the declaration 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.

18. (1) Upon any question arising at a general meeting of the Association, a member has one vote only.

(2) In the case of an equality of voting on a question, the Chairperson of the meeting is entitled to exercise a second or casting vote.

19. (1) If at a meeting a poll on any question is demanded by not less than 3 members, it shall be taken at that meeting in such manner as the Chairperson may direct and the resolution of the poll shall be deemed to be a resolution of the meeting on that question

(2) A poll that is demanded on the election of a Chairperson or on a question of an adjournment shall be taken forthwith and a poll that is demanded on any other question shall be taken at such time before the close of the meeting as the Chairperson may direct.

20. A member is not entitled to vote at any general meeting unless all moneys due and payable by the member to the Association have been paid, other than the amount of the annual subscription payable in respect of the current financial year.

21. No member shall be entitled to appoint another member as a proxy.

22-24. COMMITTEE

22. (1) The affairs of the Association shall be managed by the Committee of Management constituted as provided in Rule 24.

(2) The Committee:

(a) shall control and manage the business and affairs of the Association;

(b) may, subject to these Rules, the Regulations and the Act, exercise all such powers and functions as may be exercised by the Association other than those powers and functions that are required by these Rules to be exercised by general meetings of the members of the Association; and

(c) subject to these Rules, the Regulations and the Act, has power to perform all such acts and things as appear to the Committee to be essential for the proper management of the business and affairs of the Association.

23. (1) The Officers of the Association shall be:

(a) President

(b) Senior Vice-President

(d) Honorary Secretary

(e) Honorary Treasurer

(2) The President, Senior Vice-President, Junior Vice-President, a Secretary and Honorary Treasurer shall constitute the Executive of the Association

(3) The provisions of Rule 24 so far as they are applicable, and with the necessary modifications, apply to and in relation to the election of persons to any of the offices mentioned in sub-clause (1).

(4) Each officer of the Association shall hold office until the annual general meeting next after the date of that person's election but is eligible for re-election.

(5) In the event of a casual vacancy in any office referred to in sub-clause (1) the Committee may appoint one of its members to the vacant office and the member so appointed may continue in office up to and including the conclusion of the annual general meeting next following the date of that person's appointment.

24. (1) Subject to section 23 of the Act, the Committee shall consist of:

(a) the officers of the Association; and

(b) 7 ordinary members - each of whom shall be elected at the annual general meeting of the Association in each year.

(2) Each ordinary member of the Committee shall, subject to these Rules, hold office until the annual general meeting next after the date of that person's election but is eligible for re-election.

(3) In the event of a casual vacancy occurring in the office of an ordinary member of the Committee, the Committee may appoint a member of the Association to fill the vacancy and the member so appointed shall hold office, subject to these Rules, until the conclusion of the annual general meeting following the date of appointment.

(4) The Committee shall have the right to co-opt members of the Association and other persons to sub-committees of the Association.

25. ELECTION OF COMMITTEE

(1) Nominations of candidates for election of officers of the Association or as ordinary members of the Committee:

(a) shall 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 nomination); and

(b) shall be delivered to the Secretary of the Association not less than 7 days before the date fixed for the holding of the annual general meeting.

(2) If insufficient nominations are received to fill all vacancies on the Committee, the candidates nominated shall be deemed to be elected and further nominations shall be received at the annual general meeting.

(3) If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be deemed to be elected.

(4) If the number of nominations exceeds the number of vacancies to be filled, a ballot shall be held.

(5) The ballot for the election of officers and ordinary members of the Committee shall be conducted at the annual general meeting in such usual and proper manner as the Committee may direct.

(6) A nomination of a candidate for election under this clause is not valid if that candidate has been nominated for another office for election at the same election unless the Committee otherwise determines.

26. VACANIES FOR COMMITTEE MEMBERSHIP

For the purpose of these Rules, the office of the officer of the Association or of an ordinary member of the Committee becomes vacant if the officer or member:

(a) ceases to be a member of the Association;

(b) becomes an insolvent under administration within the meaning of the Companies (Victoria) Code; or

27. PROCEDURE OF COMMITTEE

(1) The Committee shall meet at least 3 times in each year at such place and such times as the Committee may determine.

(2) Special meetings of the Committee may be convened by the President or by any 4 of the members of the Committee.

(3) Notice shall 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 shall be transacted at such a meeting.

(4) Any 7 members of the Committee constitute a quorum for the transaction of the business of a meeting of the Committee.

(5) No business shall be transacted 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 shall stand adjourned to the same place and the same hour of the same day in the following week unless the meeting was a special meeting in which case it lapses.

(6) At meetings of the Committee:

(a) the President or in the President’s absence a Vice-President shall preside; or

(b) if the President and Vice-Presidents are absent, such one of the remaining members of the Committee as may be chosen by the members present shall preside.

(7) Questions arising at a meeting of the Committee or of any sub-committee appointed by the Committee shall be determined by a show of hands, or, if demanded by a member, by a poll taken in such manner as the person presiding at the meeting may determine.

(8) Each member present at 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 and, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.

(9) Written notice of each subsequent committee meeting shall be included in the Minutes of each prior meeting. These Minutes shall be sent to each member of the Committee by pre-paid post or by facsimile transmission or by electronic transmission, as requested by each Committee member, at least 2 business days before the date of the meeting.

(10) Subject to sub-clause 4 the Committee may act notwithstanding any vacancy on the Committee.

28. DUTIES OF SECRETARY

The Secretary of the Association shall keep the minutes of the resolutions and proceedings of each general meeting and each Committee meeting in books provided for that purpose together with a record of the names of persons present at Committee meetings. The Secretary will also perform all other such acts and things as appear to the Committee to be essential for the business of the Association.

29. DUTIES OF TREASURER

(1) The Treasurer of the Association:

(a) Shall collect and receive all moneys due to the Association and make all payments authorised by the Association; and

(b) Shall keep correct accounts and books showing the financial affairs of the Association with full details of all receipts and expenditures connected with the activities of the Association.

(2) The accounts and books referred to in sub-clause 1 shall be available for inspection by members.

30. REMOVAL OF MEMBER OF COMMITTEE

(1) The Association in general meeting may by resolution remove any member of the Committee before the expiration of the member’s term of office and appoint another member in that member's place to hold office until the expiration of the term of the first-mentioned member.

(2) Where the member to whom a proposed resolution referred to in sub-clause 1 makes representations in writing to the Secretary or President of the Association (not exceeding a reasonable length) and requests that they be notified to the members of the Association, the Secretary or the President may send a copy of the representation to each member of the Association or, if they are not so sent, the member may require that they be read out at the meeting.

31. CHEQUES

All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by 2 members of the Committee.

32. COMMON SEAL

(1) The Common Seal of the Association shall be kept in the custody of the Secretary.

(2) The Common Seal shall not be affixed to any instrument except by authority of the Committee and the affixing of the Common Seal shall be attested by the signatures either of 2 members of the Committee or of one member of the Committee and of the Public Officer of the Association.

33. ALTERATION OF RULES AND STATEMENTS OF PURPOSES

These Rules and the Statements of Purposes of the Association shall not be altered except in accordance with the Act.

34. NOTICES

(1) A notice may be served by or on behalf of the Association upon any member either personally or by sending it by post to the member at the address shown in the Register of Members.

(2) Where a document is properly addressed, prepaid and posted to a person as a letter, the document shall, unless the contrary is proved, be deemed to have been given to the person at the time at which the letter would have been delivered in the ordinary course of post.

35. DISPOSAL OF ASSETS

(1) In the event of the winding up of the Association, the income and property of the Association shall be used and applied solely in the promotion of its purposes and the exercise of its powers as set out herein and no proportion thereof shall be distributed, paid or transferred directly or indirectly by way of dividends, bonus or otherwise by way of profit to or amongst the members of the Association provided that nothing herein contained shall prevent the payment in good faith of interest to any such members or in respect of moneys advanced by that member to the Association or otherwise owing by the Association to that member or any remuneration to any officers or servants of the Association or to any member of the Association or other person in return for any services actually rendered to the Association provided further that nothing herein contained shall be construed so as to prevent the payment or re-payment to any member of out of pocket expenses, money lent, reasonable and proper charges for goods hired by the Association or reasonable and proper rent for premises demised or let to the Association for the provision of services to a member to which that member would be entitled in accordance with the purposes if the person were not a member.

(2) If the Association shall be wound up in accordance with the provisions of the Associations Incorporation Act 1981 and there remains, after satisfaction of all debts and liabilities any property, whatsoever, the same shall be given or transferred to some other institution or institutions having purposes similar to the purposes of the Association, and which institution is listed on the Register of Environmental Organisations; under or by virtue of this rule such institution or institutions be determined in accordance with a special resolution of the members of the Association or in the absence of a special resolution of the members by the Registrar.

36. CUSTODY OF RECORDS

(1) Except as otherwise provided in these Rules, the Secretary shall keep in his or her custody or under his or her control all books, documents and securities of the Association.

(2) All accounts, books, documents and securities of the Association shall be available for inspection and copying by any member of the Association upon request.

37. FUNDS AND PUBLIC FUND

(1) The funds of the Association shall be derived from annual subscriptions, donations and such other sources as the Committee determines.

(2) A Public Fund, named The Phillip Island Conservation Society Public Fund, shall be established and maintained for the specific purpose of supporting the environmental objects/purposes of The Phillip Island Conservation Society, Inc. The fund is established to receive all gifts of money or property for this purpose and any money received because of such gifts must be credited to its bank account. The Fund must not receive any other money or property into its account and it must comply with subdivision 30-E of the Income Tax Assessment Act 1997.

(a) The Phillip Island Conservation Society must inform the Department responsible for the environment as soon as possible if:

It changes its name or the name of its public fund; or
There is any change to the membership of the management committee of the public fund; or
There has been any departure from the model rules of the public fund.

(b) The Phillip Island Conservation Society agrees to comply with any rules that the Treasurer and the Minister with responsibility for the environment may make to ensure that gifts made to the fund are only used for its principal purpose.

(c) Statistical information requested by the Department on donations to the Public Fund will be provided within four months of the end of the financial year. An audited financial statement for the organisation and its public fund will be supplied with the annual statistical return. The statement will provide information on the expenditure of public fund monies and the management of public fund assets.

(3) The model rules for public funds are:

(a) The objective of the fund is to support the organisation’s environmental purposes/objects.

(b) Members of the public are to be invited to make gifts of money or property to the fund for the environmental purposes of the organisation.

(c) Money from interest on donations, income derived from donated property, and money from the realisation of such property is to be deposited into the fund.

(d) A separate bank account is to be maintained to deposit and hold money donated to the fund, including interest accruing thereon, and gifts to it are to be kept separate from other funds of the organisation.

(e) Receipts are to be issued in the name of the fund and proper accounting records and procedures are to be kept and used for the fund.

(f) The fund will be operated on a non-profit basis.

(g) A committee of management of no fewer than three persons will administer the fund. The committee will be appointed by the organisation. A majority of the members of the committee are required to be ‘responsible persons’ as defined by the Guidelines to the Register of Environmental Organisations.

(4) Any allocation of funds or property to other persons or organisations will be made in accordance with the established purposes of the organisation and not be influenced by the preference of the donor.

38-39. INCORPORATION

38. The Applicant for Incorporation shall be elected by a majority of members and may not be necessarily the Public officer.

39. The Public Officer shall be elected to office at the annual general meeting until the following annual general meeting. The inaugural Public Officer shall be the President until the first annual general meeting of the Incorporated Association.

40. DISPUTES AND MEDIATION

(1) The grievance procedure set out in this Rule applies to disputes under these Rules between:

(a) a member and another member; or

(b) a member and the Association.

(2) The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within 14 days after the dispute comes to the attention of all parties.

(3) If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, then the parties, must, within 10 days, hold a meeting in the presence of a mediator.

(4) The mediator must be:

(a) a person chosen by agreement between the parties; or

(b) in the absence of agreement:

(i) in the case of a dispute between a member and another member, a person appointed by the Committee of the Association; or

(ii) in the case of a dispute between a member and the Association, a person who is a mediator appointed or employed by the Dispute Settlement Centre of Victoria (Department of Justice).

(5) A member of the Association can be a mediator.

(6) The mediator cannot be a member who is a party to the dispute.

(7) The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.

(8) The mediator, in conducting the mediation, must:

(a) give the parties to the mediation process every opportunity to be heard; and

(b) allow due consideration by all parties of any written statement submitted by any party; and

(9) The mediator must not determine the dispute.

(10) If the mediation process does not result in the dispute being resolved, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.

A Proxy Form is not a part of the new Phillip Island Conservation Society Constitution. To vote by proxy for or against the new Constitution, a proxy form is available on this website.