Constitution & Rules | Ravenswood Community Group

RAVENSWOOD COMMUNITY GROUP INC.

“Families, Friends & Lifestyle”

Our Constitution and Rules

1 Name

The name of the organisation shall be "Ravenswood Community Group Inc" hereby called the Group.

2 OBJECTIVES

The Objectives of the group shall be:

To consider ways and means of improving or maintaining the quality of life in the area and to do all things necessary to bring this objective into effect;
To make representation to Governments, Government Authorities and Local Authorities for promoting the interests of its members;
To assist in the development of the Ravenswood Locality in an orderly and responsible manner;
To promote the conservation of the Murray River and its banks and environs in and adjacent to the Locality of Ravenswood in the State of Western Australia;
To protect the interest of its members in all matters of mutual interest;
To organize social functions to promote good fellowship and better understanding between the members of the Group and other persons with whom the group is concerned;
To join with other organizations having similar objectives in order to strengthen the Group’s effectiveness in the attainment of its objectives; and
To do all things as are conducive or incidental to the obtainment of the above objectives or any of them.

3 NOT FOR PROFIT BODY

The property and income of the Group must be applied solely towards the promotion of the objects or purposes of the Group and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to any member, except in good faith in the promotion of those objects or purposes.
A payment may be made to a member out of the funds of the Group only if it is authorised under subrule (c).
A payment made to a committee member can only be authorised by a resolution of the Group. This includes expense reimbursement.

4 MEMBERSHIP

a) Eligibility for Membership

Membership shall be open to all residents and owners of properties within the Locality of Ravenswood in the State of Western Australia subscribing to the objectives of the Group.

b) Applying for Membership

An application for Membership shall be made in writing on an official form provided by the Group.

c) Admission to Membership

An applicant for membership of the Group becomes a member when:

The committee accepts the application.
Members shall be admitted by a majority of those present and voting at a meeting of the Committee.
The applicant pays any membership fees payable to the Group under rule 5.

d) Types of Membership

Ordinary Membership

An ordinary member must be an individual person and only two ordinary members will be permitted per household or property. An ordinary member will have full voting rights and any other rights conferred on members by these rules or approved by resolution at a general meeting or determined by the committee.

Corporate Membership

Corporate Membership will be open to a business that complies with section 4 a). Corporate members will have the same rights as ordinary members with the exception that they will not have any voting rights.

e) When Membership Ceases

A person ceases to be a member when any of the following takes place:

he individual dies;
the person resigns from the Group;
the person is terminated from the Group under rule 4(f);
upon non payment of subscription under rule 5(c)

f) Termination of Membership

The Committee, by a two thirds majority of those present and voting at a meeting, may terminate the membership of any member of the Group and shall not be required to state any reason for termination. A majority of members present and voting at an extraordinary general meeting of the Group convened for the purpose may reinstate the member.

g) Register of Members

A register of Members will be held by the Secretary. The secretary, or another person authorised by the committee, is responsible for the requirements imposed on the Group under section 53 of the Act to maintain the register of members and record in that register any change in the membership of the Group.
The register of members must be kept at the secretary’s place of residence, or at another place determined by the committee.

5 SUBSCRIPTIONS

The 1st annual subscription shall be fixed at the inaugural meeting of the Group and thereafter the subscription for each current year shall be fixed by the Annual General Meeting.
New members admitted during the financial year shall pay a subscription proportionate to the balance of the financial year.
If a member has not paid the annual subscription fee within the period of 3 months after the due date, the member ceases to be a member on the expiry of that period.

6 COMMITTEE

The committee members are the persons who, as the management committee of the Group, have the power to manage the affairs of the Group.
Subject to the Act, these rules, the by-laws (if any) and any resolution passed at a general meeting, the committee has power to do all things necessary or convenient to be done for the proper management of the affairs of the Group.
The committee must take all reasonable steps to ensure that the Group complies with the Act, these rules and the by-laws (if any).

7 COMMITTEE MEMBERS

The committee members consist of:

the office holders of the Group; and
at least four ordinary committee members; and
a maximum of ten members.
The following are the office holders of the Group —
1. the chairperson;
2. the deputy chairperson;
3. the secretary;
4. the treasurer.

8 APPOINTMENT OF COMMITTEE MEMBERS AND TERM OF OFFICE

Committee Members are to be elected at the Annual General Meeting each year and the Committee shall remain in office until the next Annual General Meeting.
Casual vacancies on the Committee may be filled by the Committee but any appointment to fill a casual vacancy shall be confirmed or otherwise by the next General Meeting of the Group.

9 WHEN MEMBERSHIP OF COMMITTEE CEASES

A person ceases to be a committee member if the person:

dies or otherwise ceases to be a member; or
resigns from the committee or is removed from office; or
becomes ineligible to accept an appointment or act as a committee member under section 39 of the Act; or
becomes permanently unable to act as a committee member because of a mental or physical disability.

10 DUTIES OF MEMBERS

a) Chairperson

The chairperson is usually the formal 'voice' of the association and is responsible for the overall coordination of the activities of the association.

The Chairperson has the following duties:

ensuring the association is run according to its rules and any other strategic plan that has been agreed to;
consulting with the secretary regarding the business to be conducted at each committee meeting and general meeting.
The chairperson has the powers and duties relating to convening and presiding at committee meetings and presiding at general meetings provided for in these rules.

b) Secretary

The Secretary has the following duties:

dealing with the Group’s correspondence;
consulting with the chairperson regarding the business to be conducted at each committee meeting and general meeting;
preparing the notices required for meetings and for the business to be conducted at meetings;
unless another member is authorised by the committee to do so, maintaining on behalf of the Group the register of members, and recording in the register any changes in the membership, as required under section 53(1) of the Act;

maintaining on behalf of the Group an up-to-date copy of these rules, as required under section 35(1) of the Act;
unless another member is authorised by the committee to do so, maintaining on behalf of the Group a record of committee members and other persons authorised to act on behalf of the Group, as required under section 58(2) of the Act;
ensuring the safe custody of the books of the Group, other than the financial records, financial statements and financial reports, as applicable to the Group;
maintaining full and accurate minutes of committee meetings and general meetings;
carrying out any other duty given to the secretary under these rules or by the committee.

c) Treasurer

The treasurer has the following duties:

ensuring that any amounts payable to the Group are collected and issuing receipts for those amounts in the Group’s name;
ensuring that any amounts paid to the Group are credited to the appropriate account of the Group, as directed by the committee;
ensuring that any payments to be made by the Group that have been authorised by the committee or at a general meeting are made on time;
ensuring that the Group complies with the relevant requirements of Part 5 of the Act;
ensuring the safe custody of the Group’s financial records, financial statements and financial reports, as applicable to the Group;
if the Group is a tier 1 Group, coordinating the preparation of the Group’s financial statements before their submission to the Group’s annual general meeting;
if the Group is a tier 2 Group or tier 3 Group, coordinating the preparation of the Group’s financial report before its submission to the Group’s annual general meeting;
providing any assistance required by an auditor or reviewer conducting an audit or review of the Group’s financial statements or financial report under Part 5 Division 5 of the Act;
carrying out any other duty given to the treasurer under these rules or by the committee.

11 MEETINGS

a) Committee Meetings

Four members of the Committee shall constitute a quorum at meetings of the Committee.
In the absence of the Chairperson and the Deputy Chairperson the Committee may elect one of its members as the Chairman of the meeting.
The procedure to be followed at a committee meeting must be determined from time to time by the committee.

The order of business at a committee meeting may be determined by the committee members at the meeting.
A member or other person who is not a committee member may attend a committee meeting if invited to do so by the committee.
A person invited under subrule (v) to attend a committee meeting —
1. has no right to any agenda, minutes or other document circulated at the meeting; and
2. must not comment about any matter discussed at the meeting unless invited by the committee to do so; and
3. cannot vote on any matter that is to be decided at the meeting.

b) Conflict of Interest

A member of the committee who has a material personal interest in a matter being considered at a committee meeting must:

as soon as he or she becomes aware of that interest, disclose the nature and extent of his or her interest to the Committee;
disclose the nature and extent of the interest at the next general meeting of the Group

c) Minutes of committee meetings

The committee must ensure that minutes are taken and kept of each committee meeting.
The minutes must record the following:

the names of the committee members present at the meeting;
the name of any person attending the meeting under rule 11a)(5);
the business considered at the meeting;
any motion on which a vote is taken at the meeting and the result of the vote.
1. The minutes of a committee meeting must be entered in the Group’s minute book within 30 days after the meeting is held.
2. The chairperson must ensure that the minutes of a committee meeting are reviewed and signed as correct by:

the chairperson of the meeting; or
the chairperson of the next committee meeting.
1. When the minutes of a committee meeting have been signed as correct they are, until the contrary is proved, evidence that —

the meeting to which the minutes relate was duly convened and held; and
the matters recorded as having taken place at the meeting took place as recorded; and
any appointment purportedly made at the meeting was validly made.

d) Voting at committee meetings

Each committee member present at a committee meeting has one vote on any question arising at the meeting.

A motion is carried if a majority of the committee members present at the committee meeting vote in favour of the motion.
If the votes are divided equally on a question, the chairperson of the meeting has a second or casting vote.
A vote may take place by the committee members present indicating their agreement or disagreement or by a show of hands, unless the committee decides that a secret ballot is needed to determine a particular question.
If a secret ballot is needed, the chairperson of the meeting must decide how the ballot is to be conducted.

12 GENERAL MEETINGS

a) All General Meetings

The quorum at all general meetings shall be ten members.
No business is to be conducted at a general meeting unless a quorum is present.
The chairperson or, in the chairperson’s absence, the deputy chairperson must preside as chairperson of each general meeting.
If the chairperson and deputy chairperson are absent or are unwilling to act as chairperson of a general meeting, the committee members at the meeting must choose one of them to act as chairperson of the meeting.

b) Annual General Meeting

The Annual General Meeting shall be held not later than the 31st of October in each year.
The business of the Annual General Meeting shall include:
1. To confirm the Minutes of the previous Annual Meeting and of any special general meeting held since then if the minutes of that meeting have not yet been confirmed;
2. To receive and consider:
  1. The Report of the Committee on the Group’s activities during the preceding financial year; and
  2. The financial reporting for the preceding financial year. The report/s presented will be those as required under Rule 13.
3. To confirm or vary the entrance fees, subscriptions and other amounts (if any) to be paid by members.
4. The election of the Chairperson, Deputy Chairperson, Honorary Treasurer, Honorary Secretary and up to six other Committee Members.
5. Any other business of which notice has been given in accordance with these rules may be conducted at the annual general meeting.

c) Special General Meetings

Special General Meetings may be called by resolution of the Committee or on a requisition signed by at least 20% of the members.
The members requiring a special general meeting to be convened must —
1. make the requirement by written notice given to the secretary; and
2. state in the notice the business to be considered at the meeting; and
3. each signs the notice.
The special general meeting must be convened within 28 days after notice is given under subrule (c)(i).

d) Notice of General Meetings

General meetings of the Group, of which at least 21 days notice shall be given, shall be held at least three times per year.
The notice of the meeting shall state the time, place and date and the purpose of the meeting and if the meeting is the annual general meeting, include the names of the members who have nominated for election to the committee under rule 12b); and
if a special resolution is proposed:
1. set out the wording of the proposed resolution as required by section 51(4) of the Act and
2. state that the resolution is intended to be proposed as a special resolution.

e) Proxies

Subject to subrule (ii), an ordinary member may appoint an individual who is an ordinary member as the member’s proxy to vote and speak on the member’s behalf at a general meeting.
An ordinary member may be appointed the proxy for not more than 5 other members.
The appointment of a proxy must be in writing and signed by the member making the appointment.
The member appointing the proxy may give specific directions as to how the proxy is to vote on the member’s behalf.
If no instructions are given to the proxy, the proxy may vote on behalf of the member in any matter as the proxy sees fit.
The member must use the form supplied under subrule (vii) b) —

that clearly identifies the person appointed as the member’s proxy; and
that has been signed by the member.
1. The Notice of a general meeting given to an ordinary member under rule 12 d) must —
  1. state that the member may appoint an individual who is an ordinary member as a proxy for the meeting; and
  2. include a copy of any form that the committee has approved for the appointment of a proxy.
2. The A form appointing a proxy must be given to the secretary before the commencement of the general meeting for which the proxy is appointed.

f) Voting at General Meetings

On any question arising at a general meeting:

Each ordinary member has one vote.
Except in the case of a special resolution, a motion is carried if a majority of the ordinary members present at a general meeting vote in favour of the motion.
If votes are divided equally on a question, the chairperson of the meeting has a second or casting vote.
If the question is whether or not to confirm the minutes of a previous general meeting, only members who were present at that meeting may vote.
For a person to be eligible to vote at a general meeting as an ordinary member,
1. must have been an ordinary member at the time notice of the meeting was given; and
2. must have paid any fee or other money payable to the Group by the member.

g) Minutes of General Meetings

The secretary, or a person authorised by the committee from time to time, must take and keep minutes of each general meeting.
The minutes must record the business considered at the meeting, any resolution on which a vote is taken and the result of the vote.
In addition, the minutes of each annual general meeting must record:
1. the names of the ordinary members attending the meeting; and
2. any proxy forms given to the chairperson of the meeting (A form appointing a proxy must be given to the secretary before the commencement of the general meeting for which the proxy is appointed.); and
3. the financial statements or financial report presented at the meeting, as referred to in rule 13d); and

a. any report of the review or auditor’s report on the financial statements or financial report presented at the meeting, as referred to in rule 13d)(ii)(c).

The minutes of a general meeting must be entered in the Group’s minute book within 30 days after the meeting is held.
The chairperson must ensure that the minutes of a general meeting are reviewed and signed as correct by:
1. the chairperson of the meeting; or
2. the chairperson of the next general meeting.
When the minutes of a general meeting have been signed as correct they are, in the absence of evidence to the contrary, taken to be proof that:
1. the meeting to which the minutes relate was duly convened and held; and
2. the matters recorded as having taken place at the meeting took place as recorded; and
3. any election or appointment purportedly made at the meeting was validly made.

13 FINANCE

a) Financial Year

The first financial year of the Group is to be the period notified to the Commissioner under section 7(4)(e) or, if relevant, section 29(5)(e) of the Act.
The Group’s financial year shall be from the 1st day in July to the 30th day of June in the succeeding year.

Source of funds
1. The funds of the Group may be derived from entrance fees, annual subscriptions, donations, fund-raising activities, grants, interest and any other sources approved by the committee.
Control of funds
1. The Honorary Treasurer shall be responsible for the finances of the Group and shall account for them at each meeting of the Committee and shall present an audited financial statement to the Annual General Meeting.
2. The Group must open an account in the name of the Group with a financial institution from which all expenditure of the Group is made and into which all funds received by the Group are deposited.
3. All monies received shall be deposited in the Group’s bank account.
4. Cheques drawn on the bank account shall be signed by the Honorary Treasurer and one of the other office bearers.
5. Subject to any restrictions imposed at a general meeting, the committee may approve expenditure on behalf of the Group.

d) Financial statements and financial reports

For each financial year, the committee must ensure that the requirements imposed on the Group under Part 5 of the Act relating to the financial statements or financial report of the Group are met.
Without limiting subrule (1), those requirements include —
1. if the Group is a tier 1 Group, the preparation of the financial statements; and
2. if the Group is a tier 2 Group or tier 3 Group, the preparation of the financial report; and
3. if required, the review or auditing of the financial statements or financial report, as applicable; and
4. the presentation to the annual general meeting of the financial statements or financial report, as applicable; and
5. if required, the presentation to the annual general meeting of the copy of the report of the review or auditor’s report, as applicable, on the financial statements or financial report.

14 CUSTODY OF BOOKS AND SECURITIES

Subject to subrule (b), the books and any securities of the Group must be kept in the secretary’s custody or under the secretary’s control.
The financial records and, as applicable, the financial statements or financial reports of the Group must be kept in the treasurer’s custody or under the treasurer’s control.
Subrules (a) and (b) have effect except as otherwise decided by the committee.
The books of the Group must be retained for at least 7 years.

15 INSPECTION OF RECORDS AND DOCUMENTS

For any member who wants to inspect —
1. the register of members under section 54(1) of the Act; or
2. the record of the names and addresses of committee members, and other persons authorised to act on behalf of the Group, under section 58(3) of the Act; or
3. any other record or document of the Group.
The member must contact the secretary to make the necessary arrangements for the inspection.
The inspection must be free of charge.
If the member wants to inspect a document that records the minutes of a committee meeting, the right to inspect that document is subject to any decision the committee has made about minutes of committee meetings generally, or the minutes of a specific committee meeting, being available for inspection by members.
The member may make a copy of or take an extract from a record or document referred to in subrule (a)(iii) but does not have a right to remove the record or document for that purpose.
The member must not use or disclose information in a record or document referred to in subrule (a)(iii) except for a purpose —
1. that is directly connected with the affairs of the Group; or
2. that is related to complying with a requirement of the Act.

16 AMENDMENTS TO THE CONSTITUTION

The Constitution and Rules may be amended by a two thirds majority of the members present and voting at a General meeting provided 21 days notice has been given to the Members of the wording of the proposed amendments.
If the Group wants to alter or rescind any of these rules, or to make additional rules, the Group may do so only by special resolution and by otherwise complying with Part 3 Division 2 of the Act.

17 DISSOLUTION

The Group may be dissolved if deemed necessary by the Members in a majority vote at a special meeting. If upon winding up of the Group, there remains after satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid or distributed amongst the Members or former Members. The surplus property must be given or transferred to another Group incorporated under the Act which has similar objects and which is not carried out for the purposes of profit or gain to its individual members, and which Group shall be determined by resolution of the Members.

18 DISPUTE RESOLUTION

a) Terms used in this section

grievance procedure means the procedures set out in this section; party to a dispute includes a person:

who is a party to the dispute; and
who ceases to be a member within 6 months before the dispute has come to the attention of each party to the dispute.

b) Application

The procedure set out in this section (the grievance procedure) applies to disputes:

between members; or
between one or more members and the Group.

c) Parties to attempt to resolve dispute

The parties to a dispute must attempt to resolve the dispute between themselves within 14 days after the dispute has come to the attention of each party.

d) How grievance procedure is started

If the parties to a dispute are unable to resolve the dispute between themselves within the time required by rule 19, any party to the dispute may start the grievance procedure by giving written notice to the secretary of —
1. the parties to the dispute; and
2. the matters that are the subject of the dispute.
Within 28 days after the secretary is given the notice, a committee meeting must be convened to consider and determine the dispute.
The secretary must give each party to the dispute written notice of the committee meeting at which the dispute is to be considered and determined at least 7 days before the meeting is held.
The notice given to each party to the dispute must state:
1. when and where the committee meeting is to be held; and

that the party, or the party’s representative, may attend the meeting and will be given a reasonable opportunity to make written or oral (or both written and oral) submissions to the committee about the dispute.
If:
1. the dispute is between one or more members and the Group; and
2. any party to the dispute gives written notice to the secretary stating that the party:
  1. does not agree to the dispute being determined by the committee; and
  2. requests the appointment of a mediator under rule 19 b), the committee must not determine the dispute.

e) Determination of dispute by committee

At the committee meeting at which a dispute is to be considered and determined, the committee must:
1. give each party to the dispute, or the party’s representative, a reasonable opportunity to make written or oral (or both written and oral) submissions to the committee about the dispute; and
2. give due consideration to any submissions so made; and
3. determine the dispute.
The committee must give each party to the dispute written notice of the committee’s determination, and the reasons for the determination, within 7 days after the committee meeting at which the determination is made.
A party to the dispute may, within 14 days after receiving notice of the committee’s determination under subrule (i)(c), give written notice to the secretary requesting the appointment of a mediator under rule 19 b).
If notice is given under subrule (iii), each party to the dispute is a party to the mediation.

19 Mediation

a) Application

This section applies if written notice has been given to the secretary requesting the appointment of a mediator:

by a party to a dispute under rule 18d)(vi)(b) or 18e)(iii).
If this section applies, a mediator must be chosen or appointed under rule 19 (b).

b) Appointment of mediator

The mediator must be a person chosen:
1. if the appointment of a mediator was requested by a member by agreement between the Member and the committee; or
2. if the appointment of a mediator was requested by a party to a dispute under rule 18d)(vi)() or 18e)(iii).— by agreement between the parties to the dispute.
If there is no agreement for the purposes of subrule (i)(a) or (b), then, subject to subrules (iii) and (iv), the committee must appoint the mediator.

The person appointed as mediator by the committee must be a person who acts as a mediator for another not-for-profit body, such as a community legal centre, if the appointment of a mediator was requested by:
1. a party to a dispute under rule 18d)(vi)2; or
2. a party to a dispute under rule 18e)(iii) and the dispute is between one or more members and the Group.
The person appointed as mediator by the committee may be a member or former member of the Group but must not:
1. have a personal interest in the matter that is the subject of the mediation; or
2. be biased in favour of or against any party to the mediation.

c) Mediation Process

The parties to the mediation must attempt in good faith to settle the matter that is the subject of the mediation.
Each party to the mediation must give the mediator a written statement of the issues that need to be considered at the mediation at least 5 days before the mediation takes place.
In conducting the mediation, the mediator must:
1. give each party to the mediation every opportunity to be heard; and
2. allow each party to the mediation to give due consideration to any written statement given by another party; and
3. ensure that natural justice is given to the parties to the mediation throughout the mediation process.
The mediator cannot determine the matter that is the subject of the mediation.
The mediation must be confidential, and any information given at the mediation cannot be used in any other proceedings that take place in relation to the matter that is the subject of the mediation.
The costs of the mediation are to be paid by the party or parties to the mediation that requested the appointment of the mediator.

d) If mediation results in decision to suspend or expel being revoked

If:

mediation takes place because a member whose membership is suspended or who is expelled from the Group gives notice; and
as the result of the mediation, the decision to suspend the member’s membership or expel the member is revoked,

that revocation does not affect the validity of any decision made at a committee meeting or general meeting during the period of suspension or expulsion.

20 TERMINOLOGY

In these rules, unless the contrary intention appears:

Act means the Associations Incorporation Act 2015; books, of the Group, includes the following:

a register;
financial records, financial statements or financial reports, however compiled, recorded or stored;
a document;
any other record of information;

chairperson means the committee member holding office as the chairperson of the Group;

Commissioner means the person for the time being designated as the Commissioner under section 153 of the Act;

committee means the management committee of the Group; committee meeting means a meeting of the committee; committee member means a member of the committee;

corporate member means a member who may be a business who has the same rights as an ordinary member excepting that they have no voting rights;

financial records includes:

invoices, receipts, orders for the payment of money, bills of exchange, cheques, promissory notes and vouchers; and
documents of prime entry; and
working papers and other documents needed to explain —
the methods by which financial statements are prepared; and

(ii) adjustments to be made in preparing financial statements;

financial report, of a tier 2 Group or a tier 3 Group, has the meaning given in section 63 of the Act;

financial statements means the financial statements in relation to the Group required under Part 5 Division 3 of the Act;

financial year, of the Group, has the meaning given in 13a)(i);

general meeting, of the Group, means a meeting of the Group that all members are entitled to receive notice of and to attend;

group means the Ravenswood Community Group Inc which is an incorporated association under the Association Incorporation Act 2015 of WA and to which these rules apply.

member means a person (including a body corporate) who is an ordinary member of the Group;

ordinary committee member means a committee member who is not an office holder of the Group under rule 7d);

ordinary member means a member who has full voting rights and any other rights conferred on members by these rules or approved by resolution at a general meeting or determined by the committee;

register of members means the register of members referred to in section 53 of the Act; Regulations means the Associations Incorporations Regulations 2016;

rules means these rules of the Group, as in force for the time being;

secretary means the committee member holding office as the secretary of the Group;

special general meeting means a general meeting of the Group other than the annual general meeting;

special resolution means a resolution passed by the members at a general meeting in accordance with section 51 of the Act;

subcommittee means a subcommittee appointed by the committee;

tier 1 Group means an incorporated Group to which section 64(1) of the Act applies, (revenue less than $250,000); (RCGI are a tier 1 group);

tier 2 Group means an incorporated Group to which section 64(2) of the Act applies, (not a tier 1 or tier 3 Group);

tier 3 Group means an incorporated Group to which section 64(3) of the Act applies, (revenue exceeding $1,000,000);

treasurer means the committee member holding office as the treasurer of the Group.

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