PREAMBLE
The PROBUS name
and emblem are registered under the Australian and New Zealand Trade Marks
Acts. They may be used only by Probus Clubs, Probus Associations and other
bodies accredited by Probus
South Pacific Limited and they may not be
used for any commercial purpose without the written approval of the Probus
Centre – South Pacific. To hold
accreditation a Probus club must have been sponsored by a Rotary club, and must
adopt and comply with the bold and italic typeface wording of this
constitution.
The name of this Club shall be “THE PROBUS CLUB OF THE TROPICAL TABLELANDS, INC.”
(a) An Annual General Meeting for the election of Committee Members and Officers shall be held on or before March 31 of each year.
(b) The newly elected Management Committee shall take office at the conclusion of the Annual General Meeting.
(c) Nominations for positions on the Committee for the ensuing year shall be called for at the meeting preceding the February meeting, such nominations to be lodged with the Secretary no later than the February meeting. These positions shall be filled by ballot, if necessary, at the Annual General Meeting.
(d) Voting shall be by show of hands or by ballot as decided by the members. The candidate receiving the greatest number of votes of members present and voting in the election for each office or committee position shall be declared elected. Proxies are not accepted.
(e) Where there is an equal division of votes, the Chairman shall have a casting vote in addition to a deliberative vote.
(f) If insufficient nominations are received to fill all vacancies, the candidates nominated shall be deemed elected and further nominations shall be received at the Annual General Meeting.
(g) 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.
(h) If the number of nominations received is more than the number of vacancies to be filled, an election shall be held.
(a) The general meetings and the Annual General Meeting of the club shall be held as provided in the By-Laws or the club's Standing Resolutions. General Meetings of the Club shall be held at monthly intervals, except as otherwise decided by members when affected by Public Holidays and /or the December/January holiday period.
(b) General Meetings of the club shall be held at such time and place approved by members.
(c) A quorum at meetings of the Club shall be twenty five per cent of the total club membership (excluding Honorary Members, Life Members and Non Active Members) with a minimum of ten members.
(d) An Extraordinary General Meeting shall be called on the request, in writing, of not less than five members (excluding Honorary Members and Non Active Members). Notice of such meeting shall be given to members at least twenty one days before the meeting is to be held with a statement setting out the purposes for which the meeting has been called and any motions submitted.
(e) An Annual General Meeting shall be held on or before the 31st March each year at such a place and time as may be determined by the Management Committee and at least twenty-one days notice of such a meeting shall be given.
(f) Notice of an Annual General Meeting stating the time, date, venue and business to be conducted at the meeting shall be given at the February meeting or by mail, electronic transfer or any other method agreed upon.
(g) Voting shall be by a show of hands, or by ballot if required by a majority of members (excluding Honorary Members and Non Active Members).
(h) At general meetings, extraordinary general meetings or annual meetings of the club a member shall have one vote only. Proxies are not accepted.
(i) Where there is an equal division of votes, the Chairman shall have a casting vote in addition to a deliberative vote.
(j) The President, or in the absence of or the inability of the President to do so, the Vice President shall preside at all meetings. In the absence of both officers, the members present shall elect a Chairman.
(k) The minutes of each meeting, when confirmed at the following meeting, must be signed by the Chairman of the meeting verifying their accuracy.
(1) Any notice of motion (other than to amend the Constitution or By‑Laws) must be submitted to the Secretary, in writing at least fourteen days prior to the meeting at which the motion is to be formally proposed, where it must be read to members prior to discussion.
(m) Any notice of motion to amend the constitution or the By‑Laws must be submitted to the Secretary, in writing at least twenty eight days prior to the meeting at which the motion is to be formally proposed.
(a) Members of the club shall pay a joining fee (if any) and an annual subscription as provided in the By-Laws or the club's Standing Resolutions.
(b) The subscription shall include such insurance and capitation fees as may be required by the Probus South Pacific Limited.
(c) The joining fee (if any) and annual subscription payable by members shall be determined by members at the Annual General Meeting each year.
(d) The annual subscription is due and payable on the l st April each year. Should a member have not paid the annual subscription by the 30th June the Management Committee may recommend to members termination of membership.
(e) The subscription of a person joining the Club is to be paid pro‑rata on a quarterly basis.
That is where a person joins the Club during the:
Quarter ending 30th June ‑ Subscription is payable in full.
Quarter ending 30th September ‑ Three‑quarters of subscription is payable.
Quarter ending 31st December ‑ One‑half of subscription is payable.
Quarter ending 31st March‑ One‑quarter of subscription is payable.
Notwithstanding the date upon which a person joins the Club, the Joining Fee (if any) is payable in full.
(b) The financial year of the Club shall begin on the 1st day of January and end on the last day of December.
(c) An Income and Expenditure Account (and Balance Sheet if appropriate) together with the auditors report for the twelve months to the end of the financial year shall be presented to the Annual General Meeting after being audited by the person or persons appointed at the previous Annual General Meeting.
(a) The Secretary shall keep the records of membership and attendance at meetings, shall record and preserve the minutes of meetings, and perform such other duties as ordinarily pertain to the office.
(b) The Secretary shall keep a register of members in which shall be recorded their names, addresses, telephone numbers, date of joining, date of death or resignation and such other information as the Club may require.
(c) The Secretary must ensure full and accurate minutes of all questions, matters, resolutions and other proceedings of each Management committee and general meeting are entered in a minute book.
(d) The Treasurer shall have custody of all funds of the Club accounting for same to the Club annually, shall submit monthly reports to members and perform such other duties as ordinarily pertain to the office.
(e) Except as otherwise provided in this constitution, the Secretary shall keep custody or under control all books, documents and securities of the Club.
(f) All accounts, books, documents and securities of the Club shall be available for inspection by any member of the Club upon request.
(a) The Secretary shall maintain custody of the common seal of the Club.
(b) The common seal shall not be fixed to any instrument except by authority of the Committee and the affixing of the common seal shall be attested by the signatures of two members of the Committee.
(a) On Formation and therefore each year, the Club shall provide the information required by Probus South Pacific Limited concerning membership, meeting arrangements, Committee Members and officers for the ensuing year.
(b) The Club shall provide the information on other matters as and when required by Probus South Pacific Limited.
The income and property of the Club howsoever derived shall be applied solely towards the promotion of the objectives of the club and no portion thereof shall be paid to or transferred directly or indirectly to the members of the club provided that nothing herein shall prevent the payment in good faith of remuneration to any Committee Member, officer or member of the club for any services actually rendered to the club, or reimbursement of expenses incurred on behalf of the club..
(a) On winding up, the funds of the Club shall not be distributed to members but shall be donated to a charitable organisation which prohibits distribution of its funds to members.
(b) The liability of a member to contribute towards the payment of the debts and liabilities of the club or the costs, charges and expenses of winding up of the club is limited to the amount, if any, personally owed by the member to the club.
Proposed amendments of this Constitution shall require notification to Probus South Pacific Limited for consultation (prior to submission to members and prior to submission to Office of Fair Trading Queensland) and shall not be effective unless amended at a general meeting of this club, a quorum being present, by the affirmative vote of not less than three quarters of the members present and voting, for acceptance by the Office of Fair Trading Queensland being in compliance with the requirements of the Associations Incorporation Act 1981 ("the Act"); noting any such subsequent amendment, repeal or addition is valid only if it is registered by the Chief Executive.
- TITLE
The name of this Club shall be “THE PROBUS CLUB OF THE TROPICAL TABLELANDS, INC.”
- AIMS and OBJECTIVES
- The purpose of this Club shall be to advance intellectual and
cultural interests among adult persons who have retired or are semi retired
from their former occupations.
- It will hold regular meetings and
arrange activities to provide opportunities for fellowship, the development of
acquaintance and social interaction.
- It shall strive to be seen as a
worthwhile organisation by the local community.
- It
shall be non political and non sectarian. It shall not endorse any candidate
for public office and shall not take corporate action at any meeting with the
intention of influencing the policies or decisions of governments; however, the
merits of any public question may be a subject of fair and intelligent study or
discussion at a club meeting for the information of members.
- It shall not be, or be seen to be, a
fund raising body. The Club by a majority decision of its members may engage in
corporate projects for social benefit provided that any such activity shall not
involve the raising of funds and provided that individual participation in any
such project shall be entirely voluntary.
- It shall not enter into any contract which involves the use
of the Probus name or the Probus emblem without the prior written consent of
Probus South Pacific Limited.
- MEMBERSHIP
- Membership
of this Club shall be open to retired and semi retired professional and
business people and others who have held positions of responsibility in any
worthy vocation who appreciate and value opportunities for social contact with
others in similar circumstances.
- Membership
of this Club shall be primarily for residents of the Atherton Tablelands
- Membership
of this Club shall consist of ordinary members as defined in clause 3(a) and
non subscribing members comprising Honorary Members, Life Members or Non Active
Members
- Honorary members may be elected at the discretion of and on such terms
as may be decided upon by a majority of members at a general meeting. Honorary
members shall not be required to pay membership subscriptions, shall not be
eligible to hold office and shall not be entitled to vote but shall enjoy all
other privileges of membership.
- Life Membership may be conferred upon a member who has rendered
outstanding service to the Club. Nomination shall be submitted in writing to
the Management Committee for consideration, and if approved, referred to the
next General Meeting of the Club for confirmation. Life members shall not be
required to pay membership subscriptions but shall enjoy all other privileges
of membership. The maximum number of Life Members shall be as decided by
members at any General Meeting.
- Non Active Membership may be conferred by
the Management Committee upon a member who because of illness or a physical
disability has been granted leave of absence by the Club, such members shall
not be included in the member number of the Club during that period of absence.
Non-financial membership may be granted to Non Active Members, no maximum
number of such members being applicable.
- The maximum number of ordinary
members shall be decided by members at an Annual General Meeting.
- Applicants for membership must
be sponsored by two members of the club and approved for membership by a
majority of the Management Committee.
- No person shall be denied
membership of the club for reasons of race, religion or political persuasion.
- Upon the acceptance or
rejection of an application for membership by the Management Committee the
Secretary shall forthwith give the applicant notice in writing of such
acceptance or rejection.
- An appeal against rejection of
application for membership shall be in writing addressed to the secretary and
submitted to the next general meeting of club members for decision.
- Membership of this Club shall
be contingent upon attendance at regular meetings of not less than fifty per
cent in any club year, subject to leave of absence in cases of sickness or on
any other reasonable grounds.
- A member may resign by giving
a written notice of resignation to the secretary.
- The membership of a member
convicted of an indictable offence may be terminated, without right of appeal,
by decision of the members at a general meeting.
- The membership of a member may
be terminated should such member not comply with any of the provisions of these
rules or act in a manner considered to be injurious or prejudicial to the
character or interests of the club.
- The membership of such member
may be terminated at a general meeting of the club if a majority of members
present at the meeting vote in favour of removing the member.
- Before a vote of members is
taken about termination of membership, the member must be given a full and fair
opportunity to show cause why there should not be a termination of membership.
- If after considering all
representations made by the member, the meeting decides to terminate the membership,
the secretary must give the member written notice of the decision within seven
days thereof.
- Should the member give written
notice of appeal to the secretary within one month of the decision, a meeting
must be held within two months of receipt to consider the appeal. In the event
of the appeal being rejected the Secretary must give the member written notice
of the decision within seven days thereof.
- At that meeting, before a vote
of members is taken, the member must be given a full and fair opportunity to
show cause why the application should not be rejected or why the membership
should not be terminated.
- MANAGEMENT
- The club shall be managed by a Management Committee, comprising a President, one or more Vice-Presidents, a Secretary, a Treasurer (collectively "Committee Members"), and such number of other members of the Management Committee (“Officers”) as decided at any General Meeting. Such details of other members of the Management Committee (“Officers”) are to be recorded in the By-laws or the club's Standing Resolutions.
- Officers and Committee Members shall be elected annually in accordance with the By-Laws or the club's Standing Resolutions. The term of office of the President shall be one year, which may be extended to not more than two consecutive years if required due to special circumstances. Other Officers and Committee Members may serve for not more than three successive years in any one office except as otherwise determined and recommended by the Management Committee to members for decision.
- For the purpose of these rules, the office of an officer of the Club or of an ordinary member of the Management Committee becomes vacant if the officer or member:
- Ceases to be a member of
the Club.
- Becomes an insolvent under
administration within the meaning of the Corporations Law.
- Resigns the office in
writing given to the Secretary.
- A
casual vacancy on the Committee may be filled by action of the Management Committee.
- A
quorum at meetings of the Committee shall be a majority of the members thereof.
- Voting
shall be by a show of hands a Committee member having one vote only. Proxies are
accepted.
- Where
there is an equal division of votes at a Committee meeting, the Chairman shall
have a casting vote in addition to a deliberative vote.
- The
minutes of each Management Committee meeting, when confirmed at the following
meeting, must be signed by the Chairman of the meeting verifying their accuracy
- The Management
Committee shall have power to appoint sub-committees to deal with specific
matters.
- The Management Committee shall ensure the club complies with
all the provisions of accreditation determined by Probus South Pacific Limited,
which are detailed in bold and italic typeface of this Constitution.
The Management Committee shall review at least once a year the level of Public Liability Insurance cover and make any recommendations to the members at the Annual General Meeting. The Management Committee must ensure the application for membership form includes a statement detailing the level of Public Liability insurance available to the club.
- Meetings of the Management Committee shall be as determined
by the Management Committee, meeting at least once in every four calendar
months to exercise its obligations.
- The
secretary shall advise members of the Management Committee the time and venue
for each meeting, at least seven days prior to the meeting, orally or by mail,
electronic transfer or any other method agreed upon.
- The Management Committee shall exercise general control and Management
of Club in affairs between meetings, reporting on actions taken at the next
general meeting of members.
- A member of the Management Committee may be removed from
office at a General Meeting of the Club if a majority of members present at the
meeting vote in favour of removing the member.
- Before a vote of members is taken about removing the member
from office, the member must be given a full and fair opportunity to show cause
why removal from office should not be effected.
- A member of the Committee has no right of appeal against the
member's removal from office under this section.
- ELECTION OF THE COMMITTEE
(a) An Annual General Meeting for the election of Committee Members and Officers shall be held on or before March 31 of each year.
(b) The newly elected Management Committee shall take office at the conclusion of the Annual General Meeting.
(c) Nominations for positions on the Committee for the ensuing year shall be called for at the meeting preceding the February meeting, such nominations to be lodged with the Secretary no later than the February meeting. These positions shall be filled by ballot, if necessary, at the Annual General Meeting.
(d) Voting shall be by show of hands or by ballot as decided by the members. The candidate receiving the greatest number of votes of members present and voting in the election for each office or committee position shall be declared elected. Proxies are not accepted.
(e) Where there is an equal division of votes, the Chairman shall have a casting vote in addition to a deliberative vote.
(f) If insufficient nominations are received to fill all vacancies, the candidates nominated shall be deemed elected and further nominations shall be received at the Annual General Meeting.
(g) 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.
(h) If the number of nominations received is more than the number of vacancies to be filled, an election shall be held.
- MEETINGS
(a) The general meetings and the Annual General Meeting of the club shall be held as provided in the By-Laws or the club's Standing Resolutions. General Meetings of the Club shall be held at monthly intervals, except as otherwise decided by members when affected by Public Holidays and /or the December/January holiday period.
(b) General Meetings of the club shall be held at such time and place approved by members.
(c) A quorum at meetings of the Club shall be twenty five per cent of the total club membership (excluding Honorary Members, Life Members and Non Active Members) with a minimum of ten members.
(d) An Extraordinary General Meeting shall be called on the request, in writing, of not less than five members (excluding Honorary Members and Non Active Members). Notice of such meeting shall be given to members at least twenty one days before the meeting is to be held with a statement setting out the purposes for which the meeting has been called and any motions submitted.
(e) An Annual General Meeting shall be held on or before the 31st March each year at such a place and time as may be determined by the Management Committee and at least twenty-one days notice of such a meeting shall be given.
(f) Notice of an Annual General Meeting stating the time, date, venue and business to be conducted at the meeting shall be given at the February meeting or by mail, electronic transfer or any other method agreed upon.
(g) Voting shall be by a show of hands, or by ballot if required by a majority of members (excluding Honorary Members and Non Active Members).
(h) At general meetings, extraordinary general meetings or annual meetings of the club a member shall have one vote only. Proxies are not accepted.
(i) Where there is an equal division of votes, the Chairman shall have a casting vote in addition to a deliberative vote.
(j) The President, or in the absence of or the inability of the President to do so, the Vice President shall preside at all meetings. In the absence of both officers, the members present shall elect a Chairman.
(k) The minutes of each meeting, when confirmed at the following meeting, must be signed by the Chairman of the meeting verifying their accuracy.
(1) Any notice of motion (other than to amend the Constitution or By‑Laws) must be submitted to the Secretary, in writing at least fourteen days prior to the meeting at which the motion is to be formally proposed, where it must be read to members prior to discussion.
(m) Any notice of motion to amend the constitution or the By‑Laws must be submitted to the Secretary, in writing at least twenty eight days prior to the meeting at which the motion is to be formally proposed.
- SUBSCRIPTIONS
(a) Members of the club shall pay a joining fee (if any) and an annual subscription as provided in the By-Laws or the club's Standing Resolutions.
(b) The subscription shall include such insurance and capitation fees as may be required by the Probus South Pacific Limited.
(c) The joining fee (if any) and annual subscription payable by members shall be determined by members at the Annual General Meeting each year.
(d) The annual subscription is due and payable on the l st April each year. Should a member have not paid the annual subscription by the 30th June the Management Committee may recommend to members termination of membership.
(e) The subscription of a person joining the Club is to be paid pro‑rata on a quarterly basis.
That is where a person joins the Club during the:
Quarter ending 30th June ‑ Subscription is payable in full.
Quarter ending 30th September ‑ Three‑quarters of subscription is payable.
Quarter ending 31st December ‑ One‑half of subscription is payable.
Quarter ending 31st March‑ One‑quarter of subscription is payable.
Notwithstanding the date upon which a person joins the Club, the Joining Fee (if any) is payable in full.
- FINANCE
(b) The financial year of the Club shall begin on the 1st day of January and end on the last day of December.
(c) An Income and Expenditure Account (and Balance Sheet if appropriate) together with the auditors report for the twelve months to the end of the financial year shall be presented to the Annual General Meeting after being audited by the person or persons appointed at the previous Annual General Meeting.
- The Treasurer, or in the absence of the Treasurer,
a delegated Officer or Committee Member appointed by the Management Committee,
shall be authorised to deposit all funds of the club to the
credit of the club's account in the bank or other financial institution
approved by the Management Committee within two working days of receiving the funds.
- The Treasurer shall deposit all funds of the Club
to the credit of the Club's account in the bank or other financial institution
approved by the Committee.
- If an amount of $100 or
more is paid by cheque, the cheque must be signed by any two of the following-
i. President,
ii. The Secretary,
iii. The Treasurer,
iv. Another member authorised by the committee for the purpose.
However, one of these persons who signs the cheque must be the President, the Secretary or the Treasurer.
- DUTIES OF OFFICERS
(a) The Secretary shall keep the records of membership and attendance at meetings, shall record and preserve the minutes of meetings, and perform such other duties as ordinarily pertain to the office.
(b) The Secretary shall keep a register of members in which shall be recorded their names, addresses, telephone numbers, date of joining, date of death or resignation and such other information as the Club may require.
(c) The Secretary must ensure full and accurate minutes of all questions, matters, resolutions and other proceedings of each Management committee and general meeting are entered in a minute book.
(d) The Treasurer shall have custody of all funds of the Club accounting for same to the Club annually, shall submit monthly reports to members and perform such other duties as ordinarily pertain to the office.
(e) Except as otherwise provided in this constitution, the Secretary shall keep custody or under control all books, documents and securities of the Club.
(f) All accounts, books, documents and securities of the Club shall be available for inspection by any member of the Club upon request.
- COMMON SEAL
(a) The Secretary shall maintain custody of the common seal of the Club.
(b) The common seal shall not be fixed to any instrument except by authority of the Committee and the affixing of the common seal shall be attested by the signatures of two members of the Committee.
- INFORMATION
(a) On Formation and therefore each year, the Club shall provide the information required by Probus South Pacific Limited concerning membership, meeting arrangements, Committee Members and officers for the ensuing year.
(b) The Club shall provide the information on other matters as and when required by Probus South Pacific Limited.
- DISCIPLINE OF MEMBERS
- A complaint may be made to the
Management Committee by any person that a member of the club:
- has refused or neglected to comply
with a provision or provisions of this constitution, or
- has wilfully acted in a manner
prejudicial to the interests of the club.
- The Management Committee may refuse
to deal with a complaint if it considers the complaint to be trivial or
vexatious in nature.
- If the Management Committee decides
to deal with the complaint, the Management Committee:
- must cause notice of the complaint to
be served on the member concerned, and
- must give the member at least 14 days
from the time the notice is served within which to make submissions to the
Management Committee in connection with the complaint, and
- must take into consideration any
submissions made by the member in connection with the complaint.
- The Management Committee may, by
resolution, expel the member from the club or suspend the member from
membership of the club 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.
- If the Management 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 Management Committee for having taken that action and of
the member’s right of appeal under clause 13.
- The expulsion or suspension does not
take effect:
- until the expiration of the period
within which the member is entitled to appeal against the resolution concerned,
or
- if within that period the member
exercises the right of appeal, unless and until the club confirms the
resolution under clause 13,
whichever is the later.
- RIGHT OF APPEAL OF DISCIPLINED MEMBER
- A member may appeal to the club in
general meeting against a resolution of the Management Committee under clause
12, within 7 days after notice of the resolution is served on the member, by
lodging with the Secretary a notice to that effect.
- 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.
- On receipt of a notice from a member
under subclause (a), the Secretary must notify the Management Committee which
is to convene a general meeting of the club to be held within 28 days after the
date on which the Secretary received the notice.
- At a general meeting of the club
convened under subclause (c):
- the Management Committee and the
member must be given the opportunity to state their respective cases orally or
in writing, or both, and
- the members present are to vote by
secret ballot on the question of whether the resolution should be confirmed or
revoked.
- The appeal is to be determined by a
simple majority of votes cast by members of the club.
- NON-PROFITABILITY
The income and property of the Club howsoever derived shall be applied solely towards the promotion of the objectives of the club and no portion thereof shall be paid to or transferred directly or indirectly to the members of the club provided that nothing herein shall prevent the payment in good faith of remuneration to any Committee Member, officer or member of the club for any services actually rendered to the club, or reimbursement of expenses incurred on behalf of the club..
- BY LAWS
- The club may by a majority decision of members adopt by-laws
or standing resolutions not inconsistent with this constitution, embodying
additional provisions for the management of the club.
- Such by-laws and standing
resolutions shall be amended from time to time as provided therein.
- WINDING UP
(a) On winding up, the funds of the Club shall not be distributed to members but shall be donated to a charitable organisation which prohibits distribution of its funds to members.
(b) The liability of a member to contribute towards the payment of the debts and liabilities of the club or the costs, charges and expenses of winding up of the club is limited to the amount, if any, personally owed by the member to the club.
- AMENDMENT
Proposed amendments of this Constitution shall require notification to Probus South Pacific Limited for consultation (prior to submission to members and prior to submission to Office of Fair Trading Queensland) and shall not be effective unless amended at a general meeting of this club, a quorum being present, by the affirmative vote of not less than three quarters of the members present and voting, for acceptance by the Office of Fair Trading Queensland being in compliance with the requirements of the Associations Incorporation Act 1981 ("the Act"); noting any such subsequent amendment, repeal or addition is valid only if it is registered by the Chief Executive.
- APPLICATION OF MODEL RULES
- The model rules in Schedule 4 of the Associations
Incorporation Regulation 1999 do not apply to the Club.
- Section 47(1) of the Associations Incorporation Act 1981
does not apply to the Club.
CERTIFICATION
We hereby certify that, a Quorum being present, this standard constitution issued by the Probus Centre ‑ South Pacific Inc. was adopted without alteration by decision of not less than a three quarter majority of the members present and voting.
At a meeting on the: DAY MONTH YEAR
……………………………………….……………… ………………………………………………………..
President's Signature) (Secretary's Signature)
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