Constitution of CAPEA
(1) In these rules:
- Commissioner means the Commissioner of the Department of Fair Trading.
- ordinary committee member means a member of the committee who is not an office-bearer of the association, as referred to in rule 14 (2).
- institutional body means a company, incorporated and unincorporated organisations and associations.
- secretary means
(a) the person holding office under these rules as secretary of the association, or
(b) if no such person holds that office - the public officer of the association.
- special general meeting means a general meeting of the association other than the annual general meeting.
- the Act means the Associations Incorporation Act 2009.
- the Regulation means the Associations Incorporation Regulation 2016.
(2) In these rules:
- (a) a reference to a function includes a reference to a power, authority and duty, and
- (b) a reference to the exercise of a function includes, if the function is a duty, a reference to the performance of the duty.
(3) The provisions of the Interpretation Act 1987 apply to and in respect of these rules in the same manner as those provisions would so apply if these rules were an instrument made under the Act.
2. Membership Qualifications
- A person is qualified to be a member of the association if, but only if:
- the person is a natural person, body/institution, who agrees for the period of membership to abide by rules/philosophy of the association;
- the person has been approved for membership of the association by the Membership Secretary, on behalf of the association;
- the person pays the necessary membership fee at the time of application submission.
- A person may be a full member of the association if the Membership Secretary of the association determines, on behalf of the association.
- An institutional body may be an institutional member of the association if the Membership Secretary of the association determines, on behalf of the association.
3. Nomination For Membership
- A nomination of a person for Membership of the association:
- must be made by the person requesting membership, using this association's current application form for membership of and
- must be lodged with the membership secretary of the association.
- The membership secretary must, on payment by the nominee of the annual subscription fee, enter the nominee's name in the register of members and, on the name being so entered, the nominee becomes a member of the association.
4. Cessation Of Membership
A member ceases to be a member of the association if:
- being a natural person dies, or being an institutional member becomes insolvent or under administration within the meaning of the Corporation Act of the Commonwealth, or
- resigns membership, or
- is expelled from the association, or
- fails to pay the annual membership fee within 3 months after the fee is due.
5. Membership Entitlements Not Transferable
A right, privilege or obligation which a person has by reason of being a member of the association:
- is not capable of being transferred or transmitted to another person, and
- terminates on cessation of the person's membership.
6. Resignation Of Membership
- A member of the association is not entitled to resign that membership except in accordance with this rule.
- A member of the association who has paid all amounts payable by the member to the association in respect of the member's membership may resign from membership of the association by first giving to the secretary written notice of at least one month (or such other period as the National Committee may determine) of the member's intention to resign and, on the expiration of the period of notice, the member ceases to be a member.
- If a member of the association ceases to be a member under clause (2), and in every other case where a member ceases to hold membership, the secretary must make an appropriate entry in the register of members recording the date on which the member ceased to be a member.
7. Register Of Members
- The public officer of the association must establish and maintain a register of members of the association specifying the name and address and appropriate branch of each person who is a member of the association together with the date on which the person became a member.
- The register of members must be kept at the principal place of administration of the association and must be open for inspection, free of charge, by any member of the association at any reasonable hour.
8. Fees And Subscriptions
- A member of the association must, on admission to membership, must pay to the association an annual membership fee of $99.00 (full member), $150.00 (institution) or, if some other amount is determined by the National Committee, that other amount:
- except as provided by paragraph (b), before 1 July in each calendar year or such other dates as may be determined by the National Committee, or
- if the member becomes a member on or after 1 July in any calendar year on becoming a member and 1 July in each succeeding calendar year.
9. Members Liabilities
The liability of a member of the association to contribute towards the payment of the debts and liabilities of the association or the costs, charges and expenses of the winding up of the association is limited to the amount, if any, unpaid by the member in respect of membership of the association as required by rule 8.
10. Resolution Of Internal Disputes
- Disputes between members, in their capacity as members, of the association and disputes between members and the association, are to be referred to a community justice centre for mediation in accordance with the Community Justice Centres Act 1983.
- At least 7 days before a mediation session is to commence, the parties are to exchange statements of the issues that are in dispute between them and supply copies to the mediator.
11. Disciplining Of Members
- A complaint may be made to the committee by any person that a member of the association:
- has persistently refused or neglected to comply with a provision or provisions of these rules, or
- has persistently and wilfully acted in a manner prejudicial to the interests of the association.
- On receiving such a complaint, the committee:
- must cause notice of the complaint to be served on the member concerned, and
- must give the member at least 14 days from the time the notice is served within which to make submissions to the committee in connection with the complaint, and
- must take into consideration any submissions made by the member in connection with the complaint.
- The committee may, by resolution, expel the member from the association or suspend the member from membership of the association if, after considering the complaint and any submissions made in connection with the complaint, it is satisfied that the facts alleged in the complaint have been proved.
- If the committee expels or suspends a member, the secretary must, within 7 days after the action is taken, cause written notice to be given to the member of the action taken, of the reasons given by the committee for having taken that action and of the member's right of appeal under rule 12.
- The expulsion or suspension does not take effect:
- until the expiration of the period within which the member is entitled to appeal against the resolution concerned, or
- if within that period the member exercises the right of appeal, unless and until the association confirms the resolution under rule 12 (5), whichever is the later.
12. Right Of Appeal Of Disciplined Member
- A member may appeal to the association in general meeting against a resolution of the National Committee under rule 11, within 7 days after notice of the resolution is served on the member, by lodging with the secretary a notice to that effect.
- The notice may, but need not, be accompanied by a statement of the grounds on which the member intends to rely for the purposes of the appeal.
- On receipt of a notice from a member under clause (1), the secretary must notify the National Committee which is to convene a general meeting of the association to be held within 28 days after the date on which the secretary received the notice.
- At a general meeting of the association convened under clause (3):
- no business other than the question of the appeal is to be transacted, and
- the committee and the member must be given the opportunity to state their respective cases orally or in writing, or both, and
- the members present are to vote by secret ballot on the question of whether the resolution of the National Committee to expel the member, should be confirmed or revoked.
- If at the general meeting the association passes a special resolution in favour of the confirmation of the resolution of the National Committee to expel the member, the resolution is confirmed.
13. Powers Of The National Committee
The committee is to be called the National Committee of the association and, subject to the Act, the Regulation and these rules and to any resolution passed by the association in a general meeting:
- is to control and manage the affairs of the association, and
- may exercise all such functions as may be exercised by the association, other than those functions that are required by these rules to be exercised by a general meeting of members of the association, and
- has power to perform all such acts and do all such things as appear to the National Committee to be necessary or desirable for the proper management of the affairs of the association.
14. Constitution And Membership
- The National Committee is to consist of:
- the office-bearers of the association each of whom is to be elected at the annual general meeting of the association, under Rule 15, and may be or become a National delegate of a branch: and
- ordinary committee members being National delegates last elected by the branches and who are not (already) members of the National Committee by virtue of being current office bearers of the association.
- The office-bearers of the association are to be:
- the president,
- the vice-president,
- the treasurer, and
- the secretary.
- Each member of the National Committee is, subject to these rules, to hold office until the conclusion of the annual general meeting of the association, following the date of the member's election or coming to membership, but is eligible for re-election.
- In the event of a casual vacancy occurring in the membership of the National Committee, the remaining members of this committee may appoint a member of the association to fill the vacancy and the member so appointed is to hold office, subject to these rules, until the conclusion of the annual general meeting next following the date of the appointment.
15. Election Of Office Bearers
- Only a full member of the association may be elected as an office bearer of the association or serve on the National Committee.
- Nominations of candidates for election as office-bearers of the association:
- must be made in writing, signed by 2 members of the association and accompanied by the written consent of the candidate (which may be endorsed on the form of the nomination), and
- must be delivered to the secretary of the association at least 7 days before the date fixed for the holding of the annual general meeting at which the election is to take place.
- If insufficient nominations are received to fill all vacancies on the National Committee, the candidates nominated are taken to be elected and further nominations are to be received at the annual general meeting.
- If insufficient further nominations are received, any vacant positions remaining on the National Committee are taken to be casual vacancies.
- If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated are taken to be elected.
- If the number of nominations received exceeds the number of vacancies to be filled, a ballot shall be held, in which only full members of the association may vote.
- The ballot for the election of office-bearers of the National Committee is to be conducted at the annual general meeting in such usual and proper manner as the National Committee may direct.
- A nomination of a candidate for election under this clause is not valid if such candidate has been nominated for election to another office at the same election.
- The secretary of the association must, as soon as practicable after being appointed as secretary, lodge notice with the association of his or her address.
- It is the duty of the secretary to keep minutes of:
- all appointments of office-bearers and members of the National Committee,
- the names of members of the National Committee present at a National Committee meeting or a general meeting, and
- all proceedings at National Committee meetings and general meetings
- list of branches and current branch committees.
- Minutes of proceedings at a meeting must be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting.
It is the duty of the treasurer of the association to ensure:
- that all money due to the association is collected and received and that all payments authorised by the association are made, and
- that correct books and accounts are kept showing the financial affairs of the association, including full details of all receipts and expenditure connected with the activities of the association.
- all books are submitted to an appropriately trained person for the purpose of review at the end of each financial year.
18. Casual Vacancies
For the purposes of these rules, a casual vacancy in the office of a member of the National Committee occurs if the member of the National Committee:
- dies, or
- ceases to be a member of the association, or
- becomes bankrupt or insolvent, or
- resigns office by notice in writing given to the secretary, or
- is removed from office under rule 19, or
- becomes a mentally incapacitated person, or
- is absent without the consent of the National Committee from all meetings of the National Committee held during a period of 6 months.
19. Removal Of Member
- The association in a general meeting may by resolution remove any member of the National Committee from the office of the National Committee before the expiration of the member's term of office and may by resolution appoint another person to hold office until the expiration of the term of office of the member so removed.
- If a member of the National Committee to whom a proposed resolution referred to in clause (1) relates, makes representations in writing to the secretary or president (not exceeding a reasonable length) and requests that the representations be notified to the members of the association, the secretary or the president may send a copy of the representations to each member of the association or, if the representations are not so sent, the member is entitled to require that the representations be read out at the meeting at which the resolution is considered.
20. Meetings And Quorum
- The National Committee must meet at least 3 times in each period of 12 months at such place and time as the National Committee may determine.
- Additional meetings of the National Committee may be convened by the president or by any member of the National Committee.
- Oral or written notice of a meeting of the National Committee must be given by the secretary to each member of the National Committee at least 48 hours (or such other period as may be unanimously agreed on by the members of the National Committee) before the time appointed for the holding of the meeting.
- Notice of a meeting given under clause (3) must specify the general nature of the business to be transacted at the meeting and no business other than that business is to be transacted at the meeting, except business which the majority of National Committee members present at the meeting agree to treat as urgent business.
- National Committee meetings maybe held by telephone hook-up, conference call or the like, with all or some persons present, in different locations. Participation in such hook -up or conference shall be regarded as attendance at the meeting.
- Any 3 members of the National Committee constitute a quorum for the transaction of the business of a meeting of the National Committee.
- No business is to be transacted by the National Committee unless a quorum is present and if, within half an hour of the time appointed for the meeting, a quorum is not present, the meeting is to stand adjourned to the same place and at the same hour of the same day in the following week.
- If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting is to be dissolved.
- At a meeting of the National Committee:
- the president or, in the president's absence, the vice-president is to preside, or
- if the president and the vice-president are absent or unwilling to act, one of the remaining members of the National Committee, as may be chosen by the members present at the meeting, is to preside.
21. Delegation By National Committee To Subcommittee Or Branch
- The National Committee may, by instrument in writing, delegate to one or more sub-committees or branches (each consisting of such member or members of the association as the National Committee thinks fit) the exercise of such of the functions of the committee as are specified in the instrument, other than:
- this power of delegation, and
- a function which is a duty imposed on the committee by the Act or by any other law.
- A function the exercise of which has been delegated to a sub-committee or branch under this rule may, while the delegation remains unrevoked, be exercised from time to time by the sub-committee or branch in accordance with the terms of the delegation.
- A delegation under this section may be made subject to such conditions or limitations as to the exercise of any function, or as to time or circumstances, as may be specified in the instrument of delegation.
- Despite any delegation under this rule, the National Committee may continue to exercise any function delegated.
- Any act or thing done or suffered by a sub-committee or branch acting in the exercise of a delegation under this rule has the same force and effect as it would have if it had been done or suffered by the National Committee.
- The National Committee may, by instrument in writing, revoke, wholly or in part any delegation under this rule.
- A sub-committee or branch may meet and adjourn as it thinks proper.
- All members of subcommittees and branches must be members of the association however, a subcommittee or branch committee may from time to time request the attendance of non-members at committee meetings and those persons are entitled to speak, but not vote at those committee meetings.
22. Voting And Decisions
- Questions arising at a meeting of the National Committee or of any sub-committee or branch appointed by the committee are to be determined by a majority of the votes of members of the National Committee or of any sub-committee or branch present at the meeting.
- Each member present at a meeting of National Committee or of any sub-committee or branch appointed by the committee (including the person presiding at the meeting) is entitled to one vote, but, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.
- Subject to rule 20 (6), and any determination of a lesser or greater number by way of quorum by the National Committee or of any sub-committee or branch may act despite any vacancy on the National Committee, subcommittee or branch.
- Any act or thing done or suffered, or purporting to have been done or suffered, by the National Committee or by a sub-committee or branches appointed by the National Committee, is valid and effectual despite any defect that may afterwards be discovered in the appointment or qualification of any member of the National Committee or sub-committee or branches.
23. Annual General Meetings - Holding Of
- The association must meet, at least once in each calendar year and within the period of 6 months after the expiration of each financial year of the association, convene an annual general meeting of its members.
- Clause (1) has effect subject to any extension or permission granted by the Commissioner under section 26 (3) of the Act.
24. Annual General Meetings – Calling Of And Business At
- The annual general meeting of the association is, subject to the Act and to rule 23, to be convened on such date and at such place and time as the National Committee thinks fit.
- In addition to any other business which may be transacted at an annual general meeting, the business of an annual general meeting is to include the following:
- to confirm the minutes of the last preceding annual general meeting and of any special general meeting held since that meeting,
- to receive from the National Committee reports on the activities of the association during the last preceding financial year,
- to elect office-bearers of the association and ordinary members of the National Committee,
- to receive and consider the statement which is required to be submitted to members under section 26 (6) of the Act.
- An annual general meeting must be specified as such in the notice convening it.
25. Special General Meetings – Calling Of
- The National Committee may, whenever it thinks fit, convene a special general meeting of the association.
- The National Committee must, on the requisition in writing of at least 5 per cent of the total number of members, convene a special general meeting of the association.
- A requisition of members for a special general meeting:
- must state the purpose or purposes of the meeting, and
- must be signed by the members making the requisition, and
- must be lodged with the secretary, and
- may consist of several documents in a similar form, each signed by one or more of the members making the requisition.
- If the National Committee fails to convene a special general meeting to be held within 1 month after that date on which a requisition of members for the meeting is lodged with the secretary, any one or more of the members who made the requisition may convene a special general meeting to be held not later than 3 months after that date.
- A special general meeting convened by a member or members as referred to in clause (4) must be convened as nearly as is practicable in the same manner as general meetings are convened by the National Committee and any member who consequently incurs expense is entitled to be reimbursed by the association for any expense so incurred.
- Except if the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary must, at least 14 days before the date fixed for the holding of the general meeting, give a notice to each member specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting or in accordance with section 41.2 (d).
- If the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary must, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be given to each member specifying, in addition to the matter required under clause (1), the intention to propose the resolution as a special resolution.
- No business other than that specified in the notice convening a general meeting is to be transacted at the meeting except, in the case of an annual general meeting, business which may be transacted under rule 24 (2).
- A member desiring to bring any business before a general meeting may give notice in writing of that business to the secretary who must include that business in the next notice calling a general meeting given after receipt of the notice from the member.
- No item of business is to be transacted at a general meeting unless a quorum of members entitled under these rules to vote is present during the time the meeting is considering that item.
- Five members present in person (being members entitled under these rules to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.
- If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting:
- if convened on the requisition of members, is to be dissolved, and
- in any other case, is to stand adjourned to the same day in the following week at the same time and (unless another place is specified at the time of the adjournment by the person presiding at the meeting or communicated by written notice to members given before the day to which the meeting is adjourned) at the same place.
- If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being at least 3) is to constitute a quorum.
28. Presiding Member
- The president or, in the president's absence, the vice-president, is to preside as chairperson at each general meeting of the association.
- If the president and the vice-president are absent or unwilling to act, the members present must elect one of their number to preside as chairperson at the meeting.
- The chairperson of a general meeting at which a quorum is present may, with the consent of the majority of members present at the meeting, adjourn the meeting from time to time and place to place, but no business is to be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
- If a general meeting is adjourned for 14 days or more, the secretary must give written or oral notice of the adjourned meeting to each member of the association stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.
- Except as provided in clauses (1) and (2), notice of an adjournment of a general meeting or of the business to be transacted at an adjourned meeting is not required to be given.
30. Making Of Decisions
- A question arising at a general meeting of the association is to be determined on a show of hands and, unless before or on the declaration of the show of hands a poll is demanded, a declaration by the chairperson that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, or an entry to that effect in the minute book of the association, is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution.
- At a general meeting of the association, a poll may be demanded by the chairperson or by at least 3 members present in person or by proxy at the meeting.
- If a poll is demanded at a general meeting, the poll must be taken:
- immediately in the case of a poll which relates to the election of the chairperson of the meeting or to the question of an adjournment, or
- in any other case, in such manner and at such time before the close of the meeting as the chairperson directs, and the resolution of the poll on the matter is taken to be the resolution of the meeting on that matter.
31. Special Resolution
- A resolution of the association is a special resolution:
- if it is passed by a majority which comprises at least three-quarters of such members of the association as, being entitled under these rules so to do, vote in person or by proxy at a general meeting of which at least 21 days' written notice specifying the intention to propose the resolution as a special resolution was given in accordance with these rules, or
- where it is made to appear to the Director-General that it is not practicable for the resolution to be passed in the manner specified in paragraph (a), if the resolution is passed in a manner specified by the Director-General.
- On any question arising at a general meeting of the association only a full member may vote and each such member has one vote only.
- All votes must be given personally or by proxy but no member other than an office bearer may hold more than 5 proxies.
- In the case of an equality of votes on a question at a general meeting, the chairperson of the meeting is entitled to exercise a second or casting vote.
- A member or proxy is not entitled to vote at any general meeting of the association unless all money due and payable by the member or proxy to the association has been paid, other than the amount of the annual subscription payable in respect of the then current year.
33. Appointment Of Proxies
- Each member is to be entitled to appoint another member as proxy by notice given to the secretary no later than 24 hours before the time of the meeting in respect of which the proxy is appointed.
- The notice appointing the proxy is to be in the form set out in Appendix 2 to these rules.
The association may effect and maintain insurance pursuant to Section 44 of the Act.
35. Funds Source
- The funds of the association are to be derived from annual subscriptions of members, donations and, subject to any resolution passed by the association in general meeting, such other sources as the National Committee determines.
- All money received by the association must be deposited as soon as practicable and without deduction to the credit of the association's bank account.
- The association must, as soon as practicable after receiving any money, issue an appropriate receipt.
36. Funds Management
- Subject to any resolution passed by the association in general meeting, the funds of the association, which include any funds subject to branch management, are to be used in pursuance of the objects of the association in such manner as the National Committee determines.
- All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by any 2 members of the National Committee or employees of the association, being members or employees authorised to do so by the National Committee.
- The financial accounts shall be closed annually on 30 June and a balance sheet at that date and Income and Expenditure Account in respect of the preceding twelve months shall be prepared for presentation at the Annual General Meeting next following. Before such presentation, the accounts of the association shall be reviewed by an appropriately trained person.
- Each branch shall forward their annual report and reviewed balance sheet or such other information as the National Committee may from time to time require, to the treasurer of the association prior to the Annual General Meeting of each branch and at any times nominated by the National Committee.
37. Alteration Of Objects Of Rules
The statement of objects and these rules may be altered, rescinded or added to only by a special resolution of the association.
38. Common Seal
- The common seal of the association must be kept in the custody of the public officer.
- The common seal must not be affixed to any instrument except by the authority of the National Committee and the affixing of the common seal must be attested by the signatures either of 2 members of the National Committee or of 1 member of the National Committee and of the public officer or secretary.
39. Custody Of Books
Except as otherwise provided by these rules, the public officer must keep in his or her custody or under his or her control all records, books and other documents relating to the association.
40. Inspection Of Books
The records, books and other documents of the association must be open to inspection, free of charge, by a member of the association at any reasonable hour.
41. Service Of Notices
- For the purpose of these rules, a notice may be served on or given to a person:
- by delivering it to the person personally, or
- by sending it by pre-paid post to the address of the person, or
- by sending it by facsimile transmission or some other form of electronic transmission to an address specified by the person for giving or serving the notice.
- by publication in the associations national journal or the website notified in that journal.
- For the purpose of these rules, a notice is taken, unless the contrary is proved, to have been given or served:
- in the case of a notice given or served personally, on the date on which it is received by the addressee, and
- in the case of a notice sent by post, on the date when it would have been delivered in the ordinary course of post, and
- in the case of a notice sent by facsimile transmission or some other form of electronic transmission, on the date it was sent or, if the machine from which the transmission was sent produces a report indicating that the notice was sent on a later date, on that date.
- in the case of publication in the association’s national journal or notified website, on or after the 7th day such publication takes place or such other date as is specified in the publication.
- For the purpose of these rules, a notice may be served on or given to a person:
42. Surplus Property
- At the first General Meeting of the Association after the adoption of this Constitution the association must pass a special resolution nominating:
- an incorporated association for the purpose of paragraph 92 (1) (a) of the Act or
- a fund, authority or institution for the purpose of paragraph 92 (1) (a) of the Act, in which it is to vest its surplus property in the event of the dissolution or winding up of the association.
- An association fund authority or institution nominated under paragraph (1) (a) and (b) must fulfil the requirements specified in subsection 92 (2) of the Act.
43. Branch Formation, Meetings And Management
- One branch of the association may be formed in a State or Territory in Australia with the approval of the National Committee. These branches shall be known as “CAPEA Inc. NSW Branch”, “CAPEA Inc. Qld. Branch’’ and so on.
- Subject to the direction in all respects of the National Committee of the association, each Branch shall annually hold an annual general meeting, at which full members of the branch shall elect a branch committee consisting of a branch president, branch secretary, branch treasurer and a national delegate who may also hold one of the aforementioned positions and at least one other member.
- Unless otherwise directed by the National Committee of the association, branch general meetings will be conducted in all respects in the same manner as general meetings of the association and in particular, notices, business, procedures, eligibility and voting, shall be as provided in these rules for general meetings of the association. Provided, however, that the right to attend, vote and eligibility for office shall be restricted to persons who are full members of the association recorded in the register of members in relation to that branch.
- Subject to the direction in all respects of the National Committee of the association, the branch committee shall manage the affairs of the association and pursue the objectives of the association in the State or Territory of that branch.