Constitution

THE VICTORIA LEAGUE FOR COMMONWEALTH FRIENDSHIP

SOUTH AUSTRALIA INCORPATED

RULES

 

  1. Name

 

The name of the Incorporated Association is “The Victoria League for Commonwealth Friendship South Australia Incorporated” – referred to herein as “The Victoria League”.

 

  1. Interpretation

 

In these rules the contrary intention appears –

 

“Executive Committee” means the Executive Committee of Management of The Victoria League.

 

“meeting” means a general meeting of members of The Victoria League convened in accordance with these rules.

 

“the Act” means the Association Incorporation Act 1985 (South Australia) as amended and any regulations promulgated there under.

 

  1. Objects

 

The objects of The Victoria League are to:

 

(1)                 Promote and foster friendship between the peoples of all pats of the Commonwealth of Nations.

 

(2)                 Welcome and befriend visitors and migrants from all parts of the Commonwealth of Nations.

 

(3)                 Encourage the study of National and Commonwealth questions.

 

(4)                 Give introductions to members travelling interstate and overseas.

 

(5)                 Promote practical work for the good of the Commonwealth as a whole, as an organisation, or in conjunction with other bodies with similar aims.

 

(6)                 Support financially charitable purposes as defined by Section 4 of the Collections for Charitable Purposes Act, 1939 South Australia with particular reference to providing practical and financial aid for the needy or distressed in any Commonwealth nation.

 

  1. Powers

 

The Victoria League shall have all the powers of a natural person save and except such exclusions as are prescribed by the Act.

 

  1. Borrowing Powers

 

(1)                 Subject to this rule The Victoria League may borrow money from banks or other financial institutions upon such terms and conditions as the Executive Committee sees fit, and may secure the repayment thereof by charging the property of The Victoria League.

 

(2)                 Subject to Section 53 of the Act, The Victoria League may invite and accept deposits of money from any person on such terms and conditions as may be determined by the Executive Committee from time to time.

 

 

  1. Membership

 

(1)                 Any person who is not less than 17 years old and is a national of a country which is a member of the Commonwealth of Nations shall be eligible for membership of The Victoria League.

 

(2)                 There shall be the following classes of membership:

 

(a)           ordinary members;

 

(b)           honorary members;

 

                                                                   (i)      The Executive Committee may from time to time admit any person to honorary membership of The Victoria League for such period not exceeding tow years as the Executive Committee shall think fit.

 

                                                                 (ii)      The Chief Justice of South Australia, subject to his consent being given, shall be an honorary member of The Victoria League.

 

                                                                (iii)      The Lord Mayor of the City of Adelaide, subject to his consent being given, shall be an honorary member of The Victoria League.

 

                                                                (iv)      Honorary members shall be entitled to all the privileges of membership except that they shall not be entitled to vote at any general meeting or to hold any office or to be members of the Executive Committee.

 

                                                                  (v)      Honorary members shall not have to pay any entrance fee or subscription; and

 

(c)           life members

 

 

                                                                   (i)      The Executive Committee may admit any person who in the opinion of the Executive Committee has rendered long and notable service to The Victoria League to life membership.

 

                                                                 (ii)      Life members shall be entitled to all the privileges of membership but shall not be required to pay any subscriptions.

 

(3)        Any person who applies for membership of The Victoria League shall be proposed by one member.

 

(4)        The application for membership shall be made in writing, signed by both the applicant and proposer and in such form as the Executive Committee shall prescribe from time to time.

 

(5)        Upon acceptance of the application by the Executive Committee and upon payment of the entrance fee and annual subscription the applicant shall become a member of The Victoria League.

 

  1. Entrance Fee

 

There shall be an entrance fee fro membership of such sum as the Executive Committee may determine from time to time.


 

  1. Subscription

 

(1)        The subscription fees for each class of membership shall be such as the Executive Committee may determine from time to time.

 

(2)        The subscription fees for each class of membership shall be payable annually on 1st day of June or at such other time as the Executive Committee shall determine from time to time.

 

(3)        Any member elected after the 30th November in any financial year shall be required to pay only half of the annual subscription for that year provided that if any such member shall proceed overseas before the end of the financial year in which the member is elected and is given introductions by The Victoria League then the full subscription is payable for that year.

 

(4)        Any member whose subscription is outstanding for more than three months after the due date fro payment shall cease to be a member provided always that the Executive Committee may reinstate such person to membership on such terms as it thinks fit.

 

9.   Resignation

 

      Any member may at any time by notice in writing to the Executive Committee resign from membership of the Victoria League and any member so resigning shall be liable for any outstanding subscription which shall be recovered as a debt due to The Victoria League.

 

10.  Expulsion of a Member

 

      (1)        Subject to giving a member an opportunity to be heard or to make a written submission, the Executive Committee may resolve to expel a member upon a charge of misconduct detrimental to the interests of The Victoria League.

 

      (2)        Particulars if the charge shall be communicated to the member at least one calendar month before the meeting of the Executive Committee at which the matter will be determined.

 

      (3)        The determination of the Executive Committee shall be communicated to the member and in the event of an adverse determination the member shall, subject to sub-rule (4) cease to be a member fourteen days after the Executive Committee has communicated its determination to the member.

 

      (4)        It shall be open to a member to appeal to The Victoria League in general meeting against the expulsion.  The intention to appeal shall be communicated to the Secretary of The Victoria League within fourteen days after the determination of the Executive Committee has been communicated to the member.

 

      (5)        In the event of an appeal under sub-rule (4) the appellant’s membership of The Victoria League shall not be terminated unless the determination of the Executive Committee to expel the member is upheld by the members of The Victoria League in general meeting after the appellant has been heard, and in such event membership will be terminated at the date of the general meeting at which the determination of the Executive Committee is upheld.

 

11.  Officers of The Victoria League

 

      (1)        The officers of The Victoria League shall be a President, up to three Vice Presidents, and a Treasurer.

 

      (2)        The officers of The Victoria League shall be elected by the members in Annual General Meeting in each year.

 

      (3)        The officers of The Victoria League shall hold office for one year.

 

      (4)        The officer of The Victoria League shall be eligible for the re-election by the members in Annual General Meeting in each year provided that the President may not be re-elected for a total of three successive terms and that a Vice President may not be re-elected for a total of more than five successive terms of office and provided further that service as Chairman of the Executive Committee prior to the adoption of this clause shall be counted as service as President.

     

      (5)        A retiring officer of The Victoria League shall be eligible to stand for re-election without nomination but no person not being a retiring officer of The Victoria League shall be eligible to stand for election unless that person has provided fourteen days notice of his intention to stand for election as an officer of The Victoria League.

 

12.  The Executive Committee

 

      (1)        The affairs of The Victoria League shall be managed and controlled exclusively by an Executive Committee which in addition to any powers and authorities conferred by these rules may exercise all such powers and do all such things as are within the objects of The Victoria League, and are not by the Act or by these rules required to be done by The Victoria League in general meeting.

 

      (2)        The Executive Committee shall have power to make by-laws in furtherance of the objects of The Victoria League provided that any such by-laws are not inconsistent with these rules.

 

      (3)        The Executive Committee shall have authority to interpret on the basis of natural justice any rule and on appeal shall determine any matter relating to The Victoria League in which the rules are silent and shall also have authority to settle any disputes between members and its decisions shall be final.

 

      (4)        The Executive Committee shall have the power to appoint any person to any position and employ any person as is required to carry out the objects of The Victoria League, including a Secretary and Public Officer as required by the Act and may delegate any of its powers to such persons or employees.

 

      (5)        The Secretary for the time being of The Victoria League shall be the Public Officer.

 

      (6)        The Executive Committee may appoint a natural person to fill a casual vacancy of the Executive Committee, and such an Executive Committee member shall hold office until the next Annual General Meeting of The Victoria League and shall be eligible for re-election.

 

13.  Composition of the Executive Committee

 

      (1)        The Executive Committee shall be comprised of the President, each Vice President, a Treasurer, the Convenor of each sub-committee established from time to time by the Executive Committee, the immediate pas President [or past Chairman of the Executive Committee as the case may be] and up to ten ordinary members of The Victoria League.

 

      (2)        A retiring Executive Committee member shall be eligible to stand for re-election without nomination but no person not being a retiring Executive Committee member shall be eligible to stand for election unless that person has provided fourteen days notice of his intention to stand for election to the Executive Committee to the Secretary of The Victoria League.

 

 

 

      (3)        At the Annual General Meeting in each year three ordinary members of the Executive Committee shall retire but a retiring ordinary member shall be eligible for re-election.  The ordinary members to retire in each year shall be those who have held office longest.  As between ordinary members of equal priority the ordinary member to retire shall be the one who has attended the lesser number of meetings of the Executive Committee since the last Annual General Meeting of The Victoria League.

 

      (4)        Notice of all persons seeking election to the Executive Committee shall be given to all members of The Victoria League by the Secretary with a notice calling the Annual General Meeting at which the election is to take place.

 

      (5)        If only the required number of person are nominated to fill existing vacancies, the Secretary shall report accordingly to the annual general meeting and the President shall declare such person duly elected as Executive Committee members.

 

14.  Chairman of the Executive Committee

 

      The President, or in his or her absence one of the Vice Presidents, shall be Chairman at meetings of the Executive Committee.

 

15.  Disqualification of an Executive Committee Member

 

      The office of Executive Committee member shall become vacant if an Executive Committee member is:

 

      (a)        disqualified by the Act, or

 

      (b)        expelled under these rules; or

 

      (c)        permanently incapacitated by ill health; or

 

      (d)        absent with leave for more than three consecutive Executive Committee meetings or more than three Executive Committee meetings in a financial year without the prior leave of the Executive Committee.

 

16.  Proceedings of the Executive Committee

 

      (1)        The Executive Committee shall meet together for the dispatch of business as often as the Executive Committee shall deem fit.

 

      (2)        A quorum for the Executive Committee shall be five Executive Committee members.

 

      (3)        Questions arising at any meeting shall be decided by a majority of votes and in the event of equality of votes the Chairman shall have a casting vote in addition to a deliberative vote.

 

      (4)        A member of the Executive Committee having a pecuniary interest in a contract with The Vitoria League must disclose his other interest to the Executive Committee as required by the Act and shall not vote with respect to that contract.3.

 

17.  Sub-committees

 

      (1)        There shall be such number of sub-committees as the Executive Committee may determine from time to time.

 

      (2)        Sub-committees shall consist of such number of members and shall hold office for such term as the Executive Committee may determine.

 

      (3)        All members of sub-committees shall be appointed by the Executive Committee or in such other manner as the Executive Committee may determine.

 

      (4)        The Executive Committee may delegate to any sub-committee such of its powers as it may think fit.

 

      (5)        The affairs of each sub-committee shall be managed and controlled exclusively by each sub-committee subject to any direction from the Executive Committee.

 

      (6)        Each sub-committee shall appoint annually its own Convenor and shall submit a report of its activities to the Executive Committee whensoever requested by the Executive Committee.

 

      (7)        Questions arising at any meeting of any sub-committee shall be decided by a majority of votes and in the event of an equality of votes the Convenor of the sub-committee shall have the casting vote in addition to a deliberative vote.

 

18.  Annual General Meeting

 

      (1)        The Annual General Meeting of The Victoria League shall be held between the 1st day of July and the 31st day of October of each year as shall be fixed by the Executive Committee and at least seven days notice of such annual general meeting shall be given to members.

 

      (2)        The business of the Annual General Meeting shall be:

 

            (a)        The election of the officers of The Victoria League and the ordinary members of the Executive Committee;

 

            (b)        A presentation of an annual report of the work of The Victoria League;

 

            (c)        The presentation of the annual accounts of The Victoria League.

 

19.  Special General Meetings

 

      Special general meetings may be convened at any time by the Executive Committee.

 

20.  Notice

 

      (1)        At least seven days notice of any meeting shall be given to members.  The notice shall set out where and when the meeting will be held, and particulars of the nature and order of the business to be transacted at the meeting.

 

      (2)        Notice may be given by The Victoria League to any member by serving the member with the notice personally or by sending it by post to the address appearing in the register of members.

 

      (3)        Where a notice is sent by post service the notice shall be deemed to be effected if it is properly addressed and posted to the member by ordinary pre-paid mial.

 

21.  Removal of Officers at a Meeting of The Victoria League

 

                  Any officer of The Victoria League or any member of The Executive Committee may at any time be removed from office by resolution of a general meeting.  Notice of the proposed resolution shall be given in a notice convening the meeting and a copy of the notice together with a statement of the reasons for the proposed resolution shall be served personally on the members concerned at least seven days prior to the date fixed for the meeting.

 

22.  Proceeding at Meetings

 

      (1)        Twenty members present personally shall constitute a quorum at any general meeting.

 

      (2)        If within thirty minutes after the time appointed for the meeting a quorum of members is not present, the meeting shall stand adjourned to the same day in the next week, at the same time and place and if a such adjourned meeting a quorum is not present with thirty minutes of the time appointed for the meeting the members present shall form a quorum.

 

      (3)        The President or one of the Vice-President or in their absence, an Executive Committee member chosen by the meeting shall preside as chairman at every meeting of The Victoria League.

 

      (4)        If there is no such chairman within five minutes after the time appointed for holding the meeting, the members present may choose one of their number to be the chairman.

 

      (5)        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 bat the meeting from which the adjournment took place.

 

      (6)        When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as if that meeting were an original meeting of members.

 

      (7)        At any meeting, a resolution put to a vote shall be decided on a show of hands and a declaration by the chairman of the meeting that a resolution has been carried or lost, shall, unless a poll is demanded, be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

 

      (8)        If a poll is demanded by the chairman of the meeting or by three or more members present personally or by proxy, it shall be taken in such manner as the chairman directs and the result of such poll shall be the resolution of the meeting.

 

 

      (9)        A poll demanded on the election of a chairman of a meeting or on any questions of an adjournment, shall be taken at the meeting without adjournment.

 

 

      (10)       Questions arising at any meeting shall be decided by a majority of votes and in the event of an equality of the votes, the chairman shall have the casting vote in addition to a deliberative vote.

 

23.  Minutes

 

      (1)        Proper minutes of all proceedings of meetings of The Victoria League and of meetings of the Executive Committee, shall be entered with on month after the relevant meeting in minute books kept for the purpose.

 

(2)                 The minutes kept pursuant to this rule shall be signed by the chairman of the meeting at which the proceedings took place or by the chairman of the next succeeding meeting.

 

            (3)        Where minutes are entered and signed they shall until the contrary is proved be evidence that the meeting was convened and duly held, that all proceedings held at the meeting shall be deemed to have been duly held, and that all appointments made at a meeting shall be deemed to be valid.

 

  1. Voting Rights

 

Subject to these rules each member present in person shall be entitled to one vote.

 

  1. Duties of Officers and Persons hold positions in The Victoria League

 

(1)                 The President shall preside at all annual or special general meetings at which he or she is present and shall be a member ex officio of all sub-committees.

 

(2)                 The President or a Vice President shall preside at all meetings of the Executive Committee.

 

(3)                 The Secretary shall convene all meetings of the executive Committee at such time and place as the Executive Committee may determine.

 

            (4)        The Secretary shall convene all annual and special general meetings of The Victoria League.

 

            (5)        The Treasurer shall:

 

[a] ensure the proper custody an d control of all moneys belonging to The Victoria League, ensure that all books which may be required to show the true financial position of The Victoria League from time to time are properly kept, ensure the prompt payment of all lawful demands when accounts have been passed for payment by the Executive Committee and the receipt of all moneys received and ensure the lodgement all The Victoria League moneys in accounts approved by the Executive Committee.

 

[b] arrange for the presentation of reconciled bank statements at Executive Committee meetings and, when required by the Executive Committee or Honorary Auditor, the production all books and vouchers relating to the funds.

 

[c] at the end of each year shall prepare a statement of income and expenditure and a balance sheet which, after being signed by the Honorary Auditor, shall be presented to The Victoria League at its Annual General Meeting.

 

            (6)        The Secretary, as directed by the Treasurer shall have charge and custody of all moneys belonging to The Victoria League and shall keep all books as may be required to show the true financial position of The Victoria League from time to time.

                                                   

  1. Administration

 

The financial year of The Victoria League shall end on the 30th day of June in each year.

 

  1. Accounts

 

The accounts shall be audited every 12 months by an auditor to be appointed by the Executive Committee. 

 

  1. Income and Property of The Victoria League

 

The income and property of The Victoria League shall be applied solely towards the promotion of the objects of The Victoria League and no portion thereof shall be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to members of The Victoria League provided that nothing herein contained shall prevent the payment in good faith of remuneration to any officers or employees of The Victoria League or any member thereof in return for services actually rendered to The Victoria League or the payment in good faith to any member or members of The Victoria League or any moneys for the time being or from time to time held by The Victoria League on behalf of or in trust of such member or members          

 

 

 

  1. The Seal

 

(1)        The Victoria League shall have a common seal upon which its corporate name shall appear in legible characters.

 

      (2)        The Executive Committee shall from time to time appoint tow of its members to be seal holders of The Victoria League.

 

      (3)        The seal holders shall be authorised by resolution of the Executive Committee to use the common seal of The Victoria League.  Every document to which the common seal shall be affixed shall be signed by one seal holder and counter signed by the Secretary or some other person nominated by the Executive Committee.

 

      (4)        The Secretary shall have custody of the common seal.

 

  1. Rules

 

(1)        Subject to approval by resolution of the members of The Victoria League these rules may be altered (including an alteration to name), or be rescinded and replaced by substituted rules.  Such an alteration shall be registered with the Corporate Affairs Commission as required by the Act.

 

      (2)        The registered rules shall bind The Victoria League and every member to the same extent as if they had respectfully signed and sealed them, and agreed to be bound by all of the provision thereof.

 

  1. Winding Up

 

The Victoria League may be wound up voluntarily by a resolution of members in a special general meeting called for that purpose.

 

  1. Application of Surplus Assets

 

If after the winding up of The Victoria League there remains “surplus assets” as defined in the Act such surplus assets shall be disposed of in a manner determined by the majority of those members who have been members continuously for a period of five years immediately preceding the date on the winding up at a meeting of those members convened by the Secretary within one calendar month of the winding up of The Victoria League providing however that in disposing of such property regard shall be had to the objects of The Victoria League and in any event no member shall be entitled to benefit from the disposition of such property.

 

 

(September 2008)

 

 

 

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