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Constitution

MEMORANDUM AND ARTICLES OF ASSOCIATION

FARM WRITERS' ASSOCIATION OF NEW SOUTH WALES INCORPORATED

NAME: The name of the organization shall be "Farm Writers' Association of NSW Inc." (hereinafter called 'the Organisation').

OBJECTS: The Organisation is established for the purposes of encouraging and promoting the development of the pastoral and agricultural industries and all matters relating to pastoral and agricultural productions.

SPHERE OF OPERATION: The sphere of operation of the Organisation shall lie within the State of New South Wales.

DEFINITIONS

(i) The "Taxation Act" shall mean The Income Tax Assessment Act 1936 (Commonwealth) and/or the Income Tax Assessment Act 1997 (Commonwealth).

(ii) Words importing the singular number only shall include the plural and vice versa.

(iii) Words importing the masculine gender only shall include the feminine gender.

(iv) Words importing persons shall include companies and public bodies.

(v) The Commissioner” means the Commissioner of the Office of Fair Trading.

(vi) Without limiting its meaning, “organization” shall include corporations, partnerships and government departments.

(vii) Secretary” means the person holding office under these rules as secretary of the Organisation or, if no person holds that office, the Public Officer.

(viii) Special General Meeting” means a general meeting of the Organisation other than an Annual General Meeting.

(ix) Ordinary Member” means an individual who has been approved for membership by the Management Committee of the Organisation and has paid in full applicable membership fees payable under these rules.

(x) Corporate Member” means an organization that has been approved for membership by the Management Committee of the Organisation and has paid in full applicable membership fees payable under these rules.

(xi) Retired Member” means an individual who has retired from full-time employment and has been approved for membership by the Management Committee of the Organisation and has paid in full applicable membership fees payable under these rules.

(xii) Rural Member” means an individual whose address and place of abode is outside "greater" Sydney and who has been approved for membership by the Management Committee of the Organisation and has paid in full applicable membership fees payable under these rules.

(xiii) Honorary Life Member” means an ordinary member who, by order of the Management Committee, has been awarded honorary standing as a member for life.

COMPLIANCE WITH ACTS

The Management Committee shall ensure the continued compliance of the Organisation with the provisions of the Associations Incorporation Act 1984 and the Taxation Act at all times.

MEMBERS' LIABILITY

The members of the Organisation shall have no liability to contribute towards payment of debts and liabilities of the Organisation or the cost, charges and expenses of the winding up of the Organisation except an amount of any unpaid membership fees.

FINANCIAL YEAR

The financial year shall conclude on the last day of June of each calendar year, or such other period as is determined by the Management Committee.

MEMBERSHIP

Individuals and organizations wishing to become members of the Organisation shall apply to the Management Committee for membership.

Application for membership shall be made in writing, signed by the applicant, and shall be in such form and contain such requirements as the Management Committee from time to time prescribes.

As soon as practicable after the receipt of an application for membership, it shall be considered by the Management Committee who shall thereupon determine the admission or rejection of the applicant.

As soon as practicable, but not later than 30 days, after the Management Committee accepts or rejects an application, the applicant must be notified of the decision.

In no case shall the Committee be required to give any reason for the rejection of an applicant.

A register of members shall be kept showing in respect of each member his name, address and the date of commencement of membership. Further, the register shall indicate if the member has paid the annual subscription fee for the current financial year.

Subject to these rules, the members of the Organisation shall be the members of the Organisation immediately prior to incorporation together with such other people and organizations as the Management Committee admits to membership.

Membership is open to all individuals and organizations who accept the objects and rules of the Organisation.

Members shall pay such fees as are determined by the Organisation at a general meeting.

Membership fees shall fall due on the first day of each financial year of the Organisation except if a member becomes a member after the first day of any financial year, in which case membership fees shall fall due on becoming a member and on the first day of each succeeding financial year.

Membership shall cease upon death, resignation, expulsion, or failure to pay outstanding membership fees within three months of the due date.

MANAGEMENT

The management of the Organisation shall be vested in the Management Committee.

No member of the Management Committee shall be appointed to any salaried office in the Organisation.

No officer in the Organisation shall be paid fees and no remuneration or other benefit in money or moneys worth shall be given by the Organisation to any member of the Management Committee except;

   - repayment of out-of-pocket expenses

   - interest at a rate not exceeding the rate for the time being charged by bankers in Sydney for money lent to the Organisation.

   - reasonable and proper rent for premises let to the Organisation.

OFFICE BEARERS

Management Committee shall consist of at least 7 but not more than 15 committee members, ex officio members and office bearers.

The office bearers shall consist of a President, two Vice Presidents, Treasurer and Secretary.

The immediate past president is appointed ex officio.

Other office bearers and members of the Management Committee shall be elected at the Annual General Meeting.

The term of office of a member of the Management Committee shall be until the next Annual General Meeting occurring after his appointment.

There is no bar to a person being reappointed to the Management Committee or to an office of the Management Committee.

All members may offer themselves for reappointment.

CASUAL VACANCY

A casual vacancy on the Management Committee shall arise if a member:

  - dies; or

  - becomes bankrupt or makes any arrangement or composition with his creditors generally; or

   - becomes mentally ill or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health; or

  - resigns his office in writing to the Organisation; or

   - is absent for more than six months without leave of the Committee from meetings of the Committee held during that period; or

  - ceases to be a member of the Organisation; or

  - upon a resolution being passed by two-thirds majority of members present at a properly constituted general meeting specially called for the purpose, to remove him from office; or

   - is directly or indirectly interested in any contract or proposed contract with the Organisation.

The Management Committee may appoint a member of the Organisation to fill any casual vacancy that arises on the Management Committee.  The person so appointed to fill such vacancy shall hold office for the remainder of the term of the member so replaced.

PUBLIC OFFICER

The Management Committee shall ensure that a person is appointed as a Public Officer of the Organisation.

The first Public Officer shall be the person who completed the application for incorporation of the Organisation.

The Management Committee may at any time remove the Public Officer and appoint a new Public Officer provided the person appointed is 18 years of age or older and a resident of New South Wales. The Public Officer shall be deemed to have vacated his position in the following circumstances:

- death, or - resignation, or

 - removal by the Management Committee or at a properly constituted general meeting, or

 - bankruptcy or financial insolvency, or

 - mental illness, or

 - residency outside NSW.

 When a vacancy occurs in the position of Public Officer the Management Committee must within fourteen days notify the Registry of Co-operatives & Associations by the prescribed form and appoint a new Public Officer.

 The Public Officer is required to notify Registry of Co-operatives & Associations by the prescribed form in the following circumstances:

   - appointment (within fourteen days), or

  - a change of residential address (within fourteen days), or a change in the Organisation's objects or

  - rules (within one month), or

  - a change in the membership of the Management Committee (within fourteen days), or

  - a change in the Organisation's financial affairs (within one month after the Annual General Meeting), or

  - a change in the Organisation's name (within one month).

The Public Officer may be an office bearer, committee member, or any other person regarded as suitable for the position by the Management Committee.

The Public Officer and the Treasurer shall be jointly responsible for keeping the accounts of the Organisation.

MISCELLANEOUS

The Organisation shall effect and maintain insurance as may be required by law or regarded as necessary by the Organisation.

The funds of the Organisation shall be derived from the fees of members, donations, grants and such other sources as may be approved by the Management Committee from time to time.

The Common Seal of the Organisation shall be kept in the custody of the Public Officer and shall only be affixed to a document with the approval of the Management Committee.

The stamping of the Common Seal shall be witnessed by the signatures of two members of the Management Committee.

SURPLUS PROPERTY

At the first general meeting of the Organisation, the Organisation shall pass a special resolution nominating a charity registered under the Charitable Collections Act, 1934, or exempted from registration by or under that Act, in which to vest its surplus property pursuant to Section 53(2) of the Act in the event of the winding up or the cancellation of the incorporation of the Organisation.

The charity so nominated shall be one which fulfils the requirements specified in Section 53(2) (a) - (c) of the Act.

Upon dissolution, all income and assets on hand after payment of all liabilities will be transferred to an institutional Organisation which also satisfies the requirements of Sub-section 78 (1)(a) of the Taxation Act.

Service of documents on the Organisation is effected by serving them on the Public Officer or by serving them personally on two members of the Management Committee.

Notices sent by post shall be deemed to have been received two days after the date of posting.

The income and property of the Organisation shall be used only for promotion of the objects of the Organisation and shall not be paid or transferred to members by way of dividend, bonus or profit.

ANNUAL GENERAL MEETING

The Annual General Meeting of the Organisation shall be held after the end of the financial year but before the end of November of each year.

The Annual Report and audited financial statements of the Organisation shall be presented at the Annual General Meeting.

SPECIAL GENERAL MEETINGS

Any two members of the Management Committee may at any time convene a Special General Meeting of the Organisation.

Special General Meetings shall also be convened by the Secretary or Public Officer upon the written request of not less than five per centum in number of the members of the Organisation and shall be held within a period of one month from the date of receipt of the request by the Secretary.

QUORUM

A quorum shall consist of: Ten members at General Meetings of members, and Three members at meetings of the Management Committee.

Should within half an hour of the time set down for a meeting to commence, a quorum be not present then the meeting shall be adjourned to the same time and within one month of the date of such meeting, to be determined thereat. If at such adjourned meeting a quorum be not present, then those members attending shall be deemed to be a quorum, provided the number of such members is no less than three.

Proxies shall not be accepted at Management Committee meetings in either establishing a quorum or determining resolutions.

PROCEEDINGS OF THE MANAGEMENT COMMITTEE

The Management Committee may meet together for the dispatch of business, adjourn and otherwise appoint and regulate its meetings as it thinks fit.

The President may at any time and the Public Officer on the requisition of any two members of the Committee shall summon a meeting of the Committee.

Questions arising at any meeting of the Management Committee shall be decided by a majority of votes of those present and a determination by a majority of the members of the committee present shall for all purposes be a determination of the Committee. In case of an equal vote the chairman of the meeting shall have a second or casting vote.

The continuing members of the Management Committee may act notwithstanding any vacancy in the Committee, but if and so long as their number is reduced below the number fixed by or pursuant to these Rules as the necessary quorum, the continuing member or members may act for the purposes of increasing the number of members of the Committee from amongst the members, which they are hereby empowered to do, or of summoning a general meeting of the Organisation, but for no other purpose.

SPECIAL RESOLUTIONS:

A special resolution must be passed by a general meeting of the Organisation to effect the following changes;

  - a change of the Organisation's name; or

  - a change of the Organisation's rules; or

  - a change of the Organisation's objects; or an amalgamation with another Incorporated Association; or

   - to voluntarily wind up the Organisation and distribute its property.

A special resolution shall be passed in the following manner;

   - A notice must be sent to all members advising that a general meeting is to be held to consider a special resolution; and

  - The notice must give details of the proposed special resolution and give at least 21 days notice of the meeting; and

  - A quorum must be present at the meeting; and

  - At least three-quarters of those present must vote in favour of the resolution.

PROCEEDINGS AT GENERAL MEETINGS

The President shall preside as Chairman at every general meeting of the Organisation, but if he is not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, then the members present shall elect one of their number to be chairman of the meeting, a simple majority sufficing.

The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to transacted at an adjourned meeting.

At any general meeting a resolution put to the vote of a meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by the Chairman or by at least three members present. Unless a poll is so demanded a declaration by the Chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or loss, and an entry to that effect in the book containing the minutes of the proceedings of the Organisation shall each be conclusive evidence or the fact without proof of the number or proportion of votes recorded in favour of or against the resolution. The demand for a poll may be withdrawn.

If a poll is duly demanded it shall be taken in such manner and either at once or after an interval or adjournment or otherwise as the Chairman directs and the result of the poll shall be the resolution of the meeting at which the poll was demanded but a poll demanded on the election of a Chairman or on a question or adjournment shall be taken forthwith.

In the case of any quantity of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which a poll is demanded shall be entitled to a second or casting vote.

At an Annual General Meeting or a Special General Meeting ordinary members, retired members and rural members shall be entitled to one vote each. Corporate members shall be entitled to a maximum of three votes each. In the case of corporate members more than three people from the corporate member organization may attend an Annual General Meeting or a Special General Meeting but only three may vote on behalf of the corporate member. Votes may be cast personally during the meeting or by proxy.

Proxy votes must be given in writing to a member nominated by the proxy voter or to the Secretary. Proxy votes must be signed and must otherwise conform to the rules of voting as described in these articles. They may be posted, faxed or hand delivered. Proof of posting or faxing is not proof of receipt. Members must be notified that proxy votes are allowed and of the procedures for casting such a vote. Proxy votes may not be used in establishing numbers for a quorum.

At an Annual General Meeting where a ballot is called for to elect an office bearer or member of the Management Committee, votes on ballot papers shall be recorded as a tick in a box alongside the name or names of the candidate(s) of choice. An incorrectly marked ballot paper shall be deemed invalid.

NOTICE OF MEETINGS

The Secretary or Public Officer shall give at least seven days notice in writing of all general meetings to the members of the Organisation specifying the place, the day and the hour of meeting and the general nature of the business to be dealt with at the meeting.

FUNDS

All moneys received by the Organisation shall be deposited intact at the earliest possible date to the credit of the Organisation's bank account. Receipts for moneys received shall also be issued promptly.

All payments in excess of $100 made by the Organisation shall be paid by cheque signed, or electronic transfer approved, by at least two persons so authorised by the Management Committee.

The Treasurer shall ensure that correct books and accounts are kept showing the financial affairs of the Organisation. These records shall be available for inspection by any member and shall be held in the custody of the Treasurer and shall be available at the Organisation's registered office during office hours.

FINANCIAL STATEMENTS

The Treasurer shall present at each management meeting an up to date financial position.

Each quarter a detailed profit and loss statement shall be prepared together with a list of subscriptions in arrears.

AUTHORISATION OF ACCOUNTS

All accounts shall be presented to and passed for payment at a Management Committee Meeting and full details of all such approvals shall be entered in the Minute Book.

ACCOUNTANT

The accountant shall be elected at the Annual General Meeting. The Accountant (auditor) shall examine, in accordance with Australian Auditing Standards, the accounts, vouchers, receipts, books, etc, and furnish a report thereon to the members at the Annual General Meeting. The accountant shall not be a member or closely related to a member of the Management Committee.

MINUTES

The Management Committee shall cause minutes to be made:

of all appointments of office bearers and members of the Committee;

of the names of members of the Committee present at all meeting of the Organisation and of the Committee; and

of all proceedings at all meetings of the Organisation and of the Committee.

The minutes will be available to the members for inspection.

Such minutes shall be signed by the Chairman of the meetings at which the proceedings were held or by the Chairman of the next succeeding meeting.

EXPULSION OF MEMBERS

A member may be expelled from membership of the Organisation by the Management Committee, if in the opinion of such Committee, after affording such member an opportunity of offering the Committee an explanation of his conduct either verbally or in writing as the Committee may decide, the conduct of the member is such as to be detrimental to the best interests of the Organisation, provided that:

Such expulsion shall not be effective unless it is confirmed by a majority of members present at a Special General Meeting of members convened to consider the expulsion.

Such Special General Meeting is held with a period of one month from the date of the decision of the Management Committee to expel the member.

At such Special General Meeting the member whose expulsion is under consideration shall be allowed to offer an explanation of his conduct verbally or in writing at the option of such member.

The voting of such Special General Meeting shall be by ballot if not less than five members present thereat shall so demand.

It shall be in the power of the Management Committee to exclude such member from participation in the affairs of the Organisation until such Special General Meeting shall be held.

DISSOLUTION

The Organisation shall be dissolved in the event of membership less than 50 persons or upon the vote of a three-fourths majority of members present at a Special General Meeting convened to consider such a question.

Upon a resolution being passed in accordance with paragraph (a) of this rule, all assets and funds of the Organisation on hand shall be dealt with as set out in rule 11 (d).

AMENDMENT OF RULES

These rules may be amended by a resolution passed by a two-thirds majority of members present at any Annual General Meeting at which notice of the proposed amendment shall have been given or at a Special General Meeting convened for such purpose.

NOTICE

A notice may be given to any member either personally or by sending it by post to him at his address registered with the Organisation or if he has no registered address to the place of abode of the member last known to the Management Committee. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter or an envelope containing the notice and to have been effected two days after the date of its posting and shall be deemed to have been received two days after the date of posting.