BUNBURY & DISTRICTS UHF REPEATER GROUP INC.

2004

BUNBURY & DISTRICTS UHF REPEATER GROUP INC.

1. The name of the club is BUNBURY & DISTRICTS UHF REPEATER GROUP INC.

2. In these rules unless the context in which the word is used requires otherwise-

'the Annual General Meeting of Members' means the meetings referred to in Rule 18.1(a)

'the Group' means Bunbury & Districts UHF Repeater Group Inc.

'Members' means all the members of the Group

'Committee Meeting' means the meeting referred to in Rule 17

'Committee Member' means a person referred to in paragraphs (a) to (e) of Rule 12.1

'Financial Year' has the meaning given by section 3(i) of the Act, a reference in that section to:

(a) an incorporated association or the association being construed as a reference to the Group; and

(b) a committee being construed as a reference to the Committee

'General Meeting' means a meeting convened under Rule 18

'Ordinary Resolution' means a resolution other than a Special Resolution

'Rules' or 'Rule' means this Constitution

'Special Resolution' has the meaning given by section 24 of the Act

'the Act' means the Association's Incorporations Act

'the Committee' means the committee of management of the Group holding office in the terms of these rules

'the Secretary' means the secretary holding office in the terms of these rules from time to time

'the Treasurer' means the treasurer of the Group holding office in the terms of these rules from time to time

'UHF' means ultra high frequency two-way citizen's band radio

'CB' means citizen's band radio service

'Repeater' means an automatic two-way radio station used to increase the effective range of UHF CB radios

3.1 The objects of the Group are:

(a) to purchase, license, maintain and manage for public use in the Bunbury district and surrounding areas a UHF repeater station;

(b) to install further emergency or general use UHF repeater stations in Bunbury and surrounding districts if such a need exists;

(c) to cooperate and liaise with other associations or groups to assist in the installation, licensing and maintenance of UHF repeater stations for the use of the public;

(d) to promote, encourage and foster use of UHF CB radio for hobby, small business and emergency purposes;

(e) to do all acts, matters and things incidental and conducive to the attainment of the objects.

3.2 The property and income of the group will only be applied in the promotion of the objects of the Group and no part of the Group's property or income may be paid or otherwise applied directly or indirectly to members except in good faith in the promotion of the Group's objects.

4. The group shall have the powers conferred on associations by the Act.

5. (a) Life Member

(b) Ordinary Member

(c) Honorary Member

6. (a) Life Member;

Any Member who has rendered the Group extraordinary service, encouragement or assistance who has been nominated to the position of life member by resolution of the Committee and who has on such nomination been elected to life membership by a special resolution of the Members.

(b) Ordinary Member:

Any person who has applied in writing to the Secretary and whose application for membership has been approved by resolution of the Committee.

(c) Honorary Member:

Any adult person granted such privileges by resolution of the Committee.

7.1 A Life Member shall enjoy all the rights and benefits of an ordinary Member.

7.2 An Ordinary Member shall have all the rights and privileges of the Group and shall subject to these Rules be eligible to hold any office in the Group and to be appointed to the Committee.

7.3 An Honorary Member shall have such rights and privileges as are granted to the honorary Member on appointment to that position by the Committee but shall not be eligible to vote at meetings of the Members or to hold office.

8.1 The Secretary shall on behalf of the Group keep and maintain a register of Members in accordance with Section 27 of the Act and that register shall be kept and maintained at the premises of the Group or such other place as the Committee shall from time to time resolve.

8.2 The secretary shall delete from the membership register the name of any person who dies or who otherwise ceases to be a Member.

9.1 The members shall from time to time at a General Meeting determine the amount of the annual subscription to be paid by each Member and for each class of membership with the exception of Life Members who shall not be liable to pay any membership fee.

9.2 Each Member shall pay the membership fee applicable to the Member's class of membership to the Treasurer annually on or before 31st July in each year, or on such other date as the Committee may from time to time determine, the amount of the subscription set under sub-rule 9.1.

9.3 Subject to sub-rule 9.4 a Member whose subscription is not paid by 31st October following the date fixed for payment under sub-clause 9.2 thereupon ceases to be a Member unless the Committee decides otherwise.

9.4 A Member is a financial member for the purposes of these rules if the membership subscription is paid on or before the relevant date fixed by or under sub-rule 9.2 or within the time provided by sub-rule 9.3.

10.1 A Member may resign from the Group by delivering to the Secretary or other Committee Member a notice in writing and the Member's membership will cease from the delivery of that notice.

10.2 The person who ceases to be a Member remains liable to pay to the Group the amount of any subscription due and payable by that Member to the Group but unpaid on the date of resignation or ceasing to be a Member.

11.1 If the Committee considers that a Member should be expelled from the Group because of the Member's conduct considered by the Committee to be detrimental to the interests of the Group, the Committee shall give written notice to the Member -

(a) of the proposed expulsion and of the time, date and place of the committee meeting at which the question of that expulsion be decided; and

(b) particulars of the conduct considered by the Committee to be detrimental to the interests of the Group,

not less than thirty days before the date of the committee meeting referred to in sub-paragraph (a).

11.2 At the committee meeting referred to in the Notice to the Member under sub-rule 11.1(a) the Committee may, having afforded the Member concerned a reasonable opportunity to be heard by, or to make representations in writing to, the Committee, expel or decline to expel the Member from membership of the Group and shall, forthwith after deciding whether or not so to expel that Member, communicate that decision in writing to the Member.

11.3 Subject to sub-rule 11.5 a Member who is expelled under sub-rule

11.2 from membership of the Group ceases to be a Member fourteen days after the day on which the decision to so expel the Member is communicated to the Member under sub-rule 11.2.

11.4 A Member who is expelled under sub-rule 11.2 from membership of the Group shall, if the Member wishes to appeal against that expulsion, give notice to the Secretary of the Member's intention to do so within the period of fourteen days referred to in sub-rule 11.3.

11.5 When a notice is given under sub-rule 11.4:

(a) the Group in a General Meeting may, after having afforded the Member who gave the notice a reasonable opportunity to be heard by, or to make representations in writing to, the Group in the General Meeting, confirm or set aside the decision of the Committee to expel that Member; and

(b) the Member who gave that notice does not cease to be a Member unless and until the decision of the Committee to expel the Member is confirmed under this

sub-rule.

12.1 The affairs of the Group shall be managed exclusively by a Committee of management consisting of:

(a) a President;

(b) a Vice President;

(c) Secretary;

(d) Treasurer;

(e) not less than three other persons

all of whom shall be Members of the Group elected to membership of that Committee at an Annual General Meeting or appointed under sub-rule 12.6.

12.2 The office of Treasurer and Secretary may be held by the same person.

12.3 At the commencement of each Annual General Meeting all positions on the Committee shall become vacant but the retiring Committee members shall be eligible for re-election to membership of the Committee.

12.4 (a) Subject to sub-rule 12.3 a person is not eligible for election to membership of the Committee unless:

(i) the Member has been a Member of the Group for one year; and

(ii) a member has nominated the Member for election by delivering notice in writing of that nomination, signed by:

(A) the nominator; and

(B) the nominee to signify the Member's willingness to stand for election;

to the Secretary not less than fourteen days before the day on which the Annual General Meeting concerned is to be held.

(b) In the event that there are no written nominations for any position on the Committee then the President presiding at the Annual General Meeting may call for nominations from the Members present and may accept nominations for election to any position on the Committee, where there are no written nominations received, from any Member present at the meeting provided that the Member so nominated signifies the Member's willingness to stand for election to the office to which that the Member is nominated.

(c) Sub-rules 12.4(a) and 12.4(b) do not apply to or in relation to a person who is eligible for re-election under sub-rule 12.3 or 16.2.

(d) A person who is eligible for election or re-election under this rule may at the general meeting concerned -

(i) propose or second himself or herself for election or re-election:

and

(ii) vote for himself or herself.

12.5 The Secretary shall ensure that the notice of all persons seeking election to membership of the Committee is given to all Members when notice is given to the Members of the calling of the Annual General Meeting at which that election is to be held.

12.6 If the number of members nominated for election to membership of the Committee does not exceed the number of vacancies in the membership to be filled: -

(a) the Secretary shall report accordingly to; and

(b) the President shall declare those persons to be duly elected as Members of the Committee at:

the Annual General Meeting concerned.

12.7 When a casual vacancy within the meaning of rule 16.1 occurs in the membership of the Committee -

(a) the Committee may appoint a Member to fill that vacancy; and

(b) a Member appointed under this sub-rule shall

(i) hold office until the commencement of; and

(ii) be eligible for election to membership of the Committee at,

the next following Annual General Meeting.

13.1 Subject to this rule the President shall preside at all general meetings and all Committee meetings.

13.2 In the event of the absence from a general meeting of -

(a) the President and the Vice President; or

(b) a Committee meeting of the President and the Vice President; then

one of the other Committee Members present elected by the other Committee Members shall preside at the general meeting or committee meeting as the case requires.

14.1 The Secretary shall:

(a) coordinate the correspondence of the Group;

(b) keep full and correct minutes of the proceedings of the Committee and of the Group;

(c) comply on behalf of the Group with -

(i) section 27 of the Act in respect of the register of members of the Group,

(ii) section 28 of the Act in respect of the rules of the Group; and

(iii) section 29 of the Act in respect of the record of the office holders, and trustees, of the Group, if any;

(d) have custody of all books, documents, records and registers of the Group including those referred to in paragraph (c) other than those required by rule 15 to be kept and maintained by, or in the custody of, the Treasurer;

(e) carry into effect such lawful directions as shall reasonably be given to the Secretary from time to time by the Committee; and

(f) perform such other duties as are imposed by these rules on the Secretary.

15.1 The Treasurer shall:

(a) be responsible for the receipt of all monies paid to or received by, or on behalf of, the Group and shall issue receipts for those monies in the name of the Group;

(b) pay all monies referred to in paragraph (a) into such account or accounts of the Group as the Committee may from time to time direct;

(c) make payments from the funds of the Group with the authority of the general meeting or of the Committee and in so doing ensure that all cheques are signed by one other Committee Member other than Treasurer;

(d) comply on behalf of the Group with sections 25 and 26 of the Act in respect of the accounting records of the Group;

(e) once a month or so often as directed by resolution of the Committee deliver to the Committee a reconciliation of all account balances, a statement containing full particulars of all creditors and of accounts receivable;

(f) have custody of all securities, books and documents of a financial nature and accounting records of the Group including those referred to in paragraphs (b), (c), (d) and (e); and

(g) perform such other duties as are reasonably lawfully imposed or directed by the Committee or by these rules on the Treasurer.

16.1 A casual vacancy occurs in the office of a Committee Member and a Committee Member's office becomes vacant if the Committee Member

(a) dies;

(b) resigns by notice in writing delivered to the President or, if the Committee Member is President, to the Vice President;

(c) is convicted of an offence under the Act;

(d) is permanently incapacitated by mental or physical ill health;

(e) is absent from more than -

(i) three consecutive Committee meetings; or

(ii) three Committee meetings in the same financial year,

of which the Committee Member has received notice, without tendering an apology to the President or other person presiding at the Committee meeting; or

(f) ceases to be a Member of the Group.

16.2 On a Committee Member ceasing to be a Committee Member;

(a) in the case of the President, the Vice President shall succeed to that office;

(b) in all other cases the Committee shall elect one of their number to fill the vacant office and in the case of a Committee Member holding the office in paragraph 12.1(e) a member is eligible to hold office nominated to fill that vacancy by the Committee;

and in each case the person so succeeding or being elected to the office shall hold office until the next Annual General Meeting and shall be eligible to offer themselves for appointment to that office at that meeting.

17.1 The Committee shall meet together for the dispatch of business not less than once in each calendar month or at such times and frequency as the Committee shall from time to time resolve and the President may at any time convene a meeting of the Committee.

17.2 Each Committee Member has a deliberative vote.

17.3 A question arising at a Committee meeting shall be decided by majority of votes, but, if there is an equality of votes, the person presiding at the Committee meeting shall have a casting vote in addition the presiding person's deliberative vote.

17.4 At a Committee meeting four Committee Members constitute a quorum.

17.5 Subject to these rules, the procedure and order of business to be followed at a Committee meeting shall be determined by the Committee Members present at the Committee meeting.

17.6 A Committee member having any direct or indirect pecuniary interest referred to in section 21 and 22 of the Act shall comply with that section.

17.7 The Committee may from time to time elect honorary members and such honorary members shall be:

(a) persons visiting Bunbury who by reason of their experience and participation in amateur radio, CB radio or UHF radio in other places can contribute to the Group, for the length of their stay in Bunbury but in any event not to exceed three months;

(b) distinguished persons holding political or other office including but not limited to local parliamentary members, visiting judicial officers, the mayor, magistrates, general managers of Worsley Alumina, S.C.M. Chemicals, Westralian Sands, Westfi and other companies and organisations which are in the opinion of the committee are of similar stature and standing.

17.8 The Committee shall consider before each Annual General Meeting if there is any person deserving, on the basis of the criteria for appointment to such membership, of the appointment as life member and shall debate such appointment at a meeting of the Committee after not less than 28 days notice, of the intention to consider such appointment has been given to each Committee Member.

18.1 The Committee -

(a) shall call an Annual General Meeting of Members on or before 31 July but not prior to 30 June in each year;

(b) shall convene an Annual General Meeting within the time limits provided for the holding of Annual General Meetings by section 23 of the Act;

(c) may at any time convene a Special General Meeting; and

(d) shall within thirty days of receiving a request in writing so to do from not less than twenty Members convene a Special General Meeting for the purpose specified in that request.

18.2 If a Special General Meeting is not convened within the relevant period of thirty days referred in sub-rule 18.1(d) the Members who made the request may themselves convene a Special General Meeting as if they were the Committee.

18.3 When a Special General Meeting is convened other than under sub-rules 18.1(a) and 18.1(b):-

(a) the Committee shall ensure that the Members or Members convening the Special General Meeting are supplied free of charge with particulars of all Members; and

(b) the Group shall pay the reasonable expenses of convening and holding the Special General Meeting.

18.4 Subject to rule 19.3 the Secretary shall give to all Members not less than seven days notice of a general meeting and of all motions to be moved at the general meeting.

18.5 A notice given under rule 18.4 shall specify -

(a) when and where the general meeting concerned is to be held; and

(b) particulars of the business to be transacted at the general meeting concerned the order in which business is to be transacted.

18.6 The notice of all general meetings shall be given by placing an advertisement in a notice of community events section of a paper circulating in the City of Bunbury.

18.7 At an annual General Meeting, the order in which business is to be transacted is -

(a) first, the consideration of reports of the President and of the Committee and consideration of the accounts of the Group;

(b) second, the election of Committee Members to replace the outgoing Committee;

(c) thirdly, any other business requiring consideration by the Group in general meetings.

19.1 At a general meeting twelve members present in person or by proxy shall constitute a quorum.

19.2 If within thirty minutes after the time specified for the holding of a general meeting or a notice given under rule 18.4 -

(a) as a result of a request or notice referred to in rule 18.1(d) or as a result of action taken under rule 18.2 a quorum is not present, the general meeting lapses; or

(b) otherwise than as a result of a request, notice or action referred to in paragraph (a) the Members who are present in person or by proxy may nevertheless proceed with the business of that general meeting as if a quorum were present.

19.3 The President may, with the consent of a general meeting at which the quorum is present, and shall, if so directed by such a general meeting, adjourn that general meeting from time to time and from place to place.

19.4 There shall not be transacted at any adjourned general meeting any business other than business left unfinished or on the agenda at the time when the general meeting was adjourned.

19.5 When a general meeting is adjourned for a period of thirty days or more, the Secretary shall give notice under rule 18.4 of the adjourned general meeting as if that general meeting were a fresh general meeting.

19.6 At a general meeting -

(a) an ordinary resolution put to the vote shall be decided by a majority of votes cast on a show of hands; and

(b) a special resolution put to the vote shall be decided in accordance with section 24 of the Act.

19.7 A declaration by the President at a general meeting that a resolution has been passed, that is an ordinary resolution, shall be evidence of that fact unless, during the general meeting at which the resolution is submitted, a poll is demanded in accordance with rule 19.8.

19.8 At a general meeting a poll may be demanded by the President at the general meeting or by three or more Members present in person or by proxy and, if so demanded, shall be taken in such manner as the President directs.

19.9 If a poll is demanded and taken under rule 19.8 in respect of an ordinary resolution a declaration by the President of the result of the poll is evidence that the matter is so decided.

19.10 A poll demanded under rule 19.8 on the election of a person to preside over a general meeting or on the question of an adjournment shall be taken forthwith on that demand being made.

20.1 The Secretary shall cause proper minutes of all proceedings and all general meetings and Committee meetings to be taken and then to be entered within thirty days after the holding of each such meeting in a minute book kept for that purpose.

20.2 The President shall ensure that the minutes taken at all such meetings under rule 20.1 are checked and signed as correct by the President of such meetings or Committee meeting to which those minutes relate at the next succeeding general meeting or Committee meeting as the case requires.

20.3 When minutes have been entered and signed as correct under this rule, they shall, until the contrary is proved, be evidence that -

(a) the general meeting or Committee meeting to which they relate, in this sub-rule called 'the meeting', was duly convened and held;

(b) all proceedings are recorded as having taken place at the meeting did in fact take place at the meeting; and

(c) all appointments or elections purported to have been made at the meeting have been validly made.

21. Subject to the rules each ordinary and life Member present in person or by proxy at a general meeting is entitled to a deliberative vote.

22.1 A Member (in this rule called 'the appointing member') may appoint in writing another Member who is a natural person to be a proxy of the appointing Member to attend, and vote on behalf of the appointing Member at, any general meeting.

22.2 The written proxy must be handed to the Secretary prior to the commencement of the general meeting.

23.1 The Group may alter or rescind these rules, or make rules additional to these rules, in accordance with the procedure set out in section 17, 18 and 19 of the Act.

23.2 These rules bind every Member of the Group to the same extent as if every Member and the Group had signed and sealed these rules and agreed to be bound by all their provisions.

24.1 The Group shall have a common seal on which its corporate name shall appear in legible characters.

24.2 The common seal of the Group shall not be used without the express authority of the Committee and every use of the common seal shall be recorded in the minute book referred to in rule 20.1.

24.3 The affixing of the common seal of the Group shall be witnessed by any two of the President, the Secretary and one Committee Member.

24.4 The common seal of the Group shall be kept in the custody of the Secretary or such other persons as the Committee from time to time resolves.

25.1 A Member may at any reasonable time and upon reasonable notice inspect without charge the books, documents, records and securities of the Group.

25.2 A Member may not remove the books from the custody of the Secretary, Treasurer or Committee, as the case may be, and shall only be entitled to inspect the books and records at the premises where they are located from time to time.

26. If, on the winding up of the Group, any property of the Group remains after satisfaction of the debts and liabilities of the Group and the costs, charges and expenses of that winding up, that property shall be distributed -

(a) the Royal Flying Doctor Service in Western Australia; or

(b) to another incorporated association having objects substantially similar to those of the Group; or

(c) for any charitable or benevolent purpose,

which incorporated association or purpose, as the case requires, shall be determined by resolution of the Members when authorising and directing the Committee under sections 33(3) of the Act to prepare a distribution plan for the distribution of the surplus property of the Group.

27. The Group may from time to time make regulations regulating the use by Members of the Group's property, the conduct of meetings of Members or otherwise relating to the activities of Group Members may be amended or added to at any general meeting at which notice has been given under rule 18.4.

28.1 The following shall be ex-officio members of the committee and shall be entitled to attend all committee meetings and to be heard at such committee meetings but shall not have any deliberative vote at such committee meetings :-

(a) Patrons;

(b) Such persons as shall be appointed ex-officio member of the Committee by the Members from time to time.

29. The Committee holding office at the adoption of these rules shall continue in office until the next Annual General Meeting and shall continue to exercise all powers of the Committee conferred by these rules notwithstanding that one or more Committee Members may not have the power to vote or that their office does not exist under these rules.