HERITAGE ROSES IN AUSTRALIA INC
ABN 25 596 618 306
MODIFIED CONSTITUTION ADOPTED BY A UNANIMOUS VOTE AT THE
SPECIAL GENERAL MEETING
HELD IN ALBANY, WESTERN AUSTRALIA ON 18th AUGUST 2017
THIS DOCUMENT SUPERCEDES THE DRAFT CONSTITUTION DATED SEPTEMBER 2001 AND ADOPTED JULY 2003
C O N S T I T U T I O N
The draft Constitution dated September 2001 was adopted in July 2003.In the interim New South Wales assumed the Executive Committee 1st January 2002. This first amendment to the Constitution reflects all necessary actions taken by the NSW Committee (and is therefore deemed relevant from 1st January 2002), consistent with and ratified by the unanimous decision at the Hay 2003 Biennial General Meeting on 30 October 2003.
- (a) The title of the Society shall be – “Heritage Roses in Australia Inc.”, referred to herein as “The Society”.
(b) Notwithstanding part (a) of this clause, the titles “Heritage Roses in Australia”, “HRIA Inc”, “HRIA” and “HRA” shall be deemed to be referring to the Society.
- In these Rules unless the contrary intention appears:
“Executive Committee” means the Committee of Management of the Society.
“Meeting” means a general meeting of members of the Society convened in accordance with these rules.
“Member” means a member of the Society.
- The objects of the Society shall be:
- (i) To advance the preservation, cultivation, distribution and study of old garden roses, roses no longer in general commercial cultivation, roses of historical importance, species roses and their hybrids;
- (ii) To advance knowledge of and to foster public interest in such roses by publication of a Journal and other information, by exhibitions, by conferences and by the holding of meetings;
- (iii) To advise responsible organisations of the suitability of old roses for use in the gardens attached to buildings and homes classified as places of national historical importance;
- (iv) To encourage the formation and maintenance of links with similar organisations in countries outside Australia; and
- (v) To do all such acts as shall further the active and corporate life of the Society and may be lawfully done by a body established only for purposes recognised by the ‘law of Australia’ as charitable.
- (a) Registered Office of the Society shall be the office or residence of the Public Officer, whose duty it becomes on appointment to notify the Office of Consumer and Business Affairs in South Australia of any changes of address.
(b) The Public Officer of the Society shall be an Australian citizen who is a member of the Society resident in South Australia, not being an undischarged bankrupt nor having been imprisoned for a crime.
- For the purposes of carrying out its objectives, the Society may:
- (i) Acquire, hold, deal with, and dispose of any real or personal property;
- (ii) Administer any property or trust;
- (iii) Open and operate bank accounts;
- (iv) Invest its moneys in any security in which trust moneys may, by Act of Parliament, by vested or in any other manner authorised by these rules;
- (v) Borrow money upon such terms and conditions as the Society thinks fit; Give such security for the discharge of liabilities incurred by the Society as the Society thinks fit;
- (vi) Appoint agents to transact any business of the Society on its behalf;
- (vii) Enter into any other contract it considers necessary or desirable.
- (a) Membership shall be open to all persons desirous of becoming members.
(b) Membership shall consist of the following categories:
- (i) Ordinary Members who have paid the annual subscription;
- (ii) Family members, who shall be two persons living at the same address, and who have paid the annual subscription, but who will only receive one copy of any publication of the Society. For the purpose of voting at general meetings of the Society, the two persons shall come to agreement as to which shall exercise that right.
- (iii) Horticultural Societies and other institutions whose objects are consistent with those of the Society, and who have paid the annual subscription. Such Institutions shall be entitled to the same rights and privileges as an individual ordinary member. For the purpose of voting at general meetings of the Society, the institution shall nominate a natural person to exercise that right.
- (iv) Honorary Members appointed by the Executive Committee.
- (v) Life Members ratified at the Biennial General Meeting.
(c) Any person who has paid the annual subscription shall be deemed to have agreed to be bound by these rules.
(d) Any financial member of the Society may resign by notifying the Honorary Secretary in writing.
(e) Any member whose subscription is in arrears for three months shall have their membership of the Society cancelled and shall not receive subsequent copies of the Society’s publications.
(f) The Executive Committee may elect any person as an Honorary Member for such period and under such conditions as it sees fit. Honorary members shall not have the right to vote at meetings of the Society.
(g) The Society in general meeting may appoint as Life Member any person who has shown outstanding commitment to the promotion and preservation of heritage roses, species roses, and garden roses, provided that:
- (i) Only one Life Membership shall be awarded in any biennium;
- (ii) The Life Member shall be nominated by the Regional Coordinators within one State, with the concurrence of all Regions of that State. Such nomination shall include detailed reasons for the nomination;
(h) After giving the person an opportunity of being heard, the Executive Committee may expel from the Society, or suspend for any period, or reprimand any member who, in the judgement of the Executive Committee, has wilfully infringed these rules or who is guilty of conduct rendering that person unfit to be a member of the Society. The rules of natural justice shall apply and there shall be the right of appeal to a special general meeting.
- (a) The annual subscription to the Society shall be fixed from time to time by the Executive Committee and shall become due on 1 January each year.
(b) A new member who pays the annual subscription after 30 November in any year shall be entitled to all privileges without further payment until 31 December of the following year.
(c) The subscription shall be used to fund the national activities of the Society and to produce a quarterly journal.
(d) The annual subscription shall be paid to the Honorary Treasurer, who shall regularly forward to Regional Coordinators lists of members in their regions.
THE EXECUTIVE COMMITTEE
- (a) The affairs of the Society as a whole and nationally shall be managed and controlled exclusively by the 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 Society and are not otherwise required to be done for the Society in general meeting.
(b) The Executive Committee shall normally consist of:
(any of these positions may be combined if found to be convenient):
- (i) President
- (ii) VicePresident
- (iii) Honorary Secretary
- (iv) Honorary Treasurer
- (v) Honorary Editor of the Journal
- (vi) Up to four other Committee Members
- (vii) Public Officer
(c) The Executive Committee may coopt any financial member of the Society to fill a casual vacancy or to assist in a particular project. Such coopted member shall have full voting rights on the Committee.
(d) The Executive Committee shall have the power to appoint such officers and employees as are required to carry out the objects of the Society, including a Public Officer as required under the South Australian Associations Incorporation Act 1985 as amended from time to time, and to delegate any of its powers to such officers and employees.
APPOINTMENT OF EXECUTIVE COMMITTEE
- (a) The Administration of the Society shall rotate among the States of Australia and shall be situated in a different State each generally for a period of two years commencing from 1 January 2002.
The Executive Committee shall select the State in which the next Administration shall be situated in agreement with the Regional Coordinators.
(b) The Regional Coordinators from the State in which the Administration of the Society is to be situated shall nominate the Executive Committee for the forthcoming biennium and the nomination shall be confirmed at the Biennial General Meeting.
(c) Notwithstanding the provisions of parts (a) and (b) of this clause, if the Regional Coordinators in any State be unable or unwilling to nominate an Executive, the Administration may invite any State able to provide an Executive Committee. In the event that it is found necessary, an Executive Committee may remain in office for an additional period (ie. For an additional year making a three year term).
ORGANISATION OF THE SOCIETY – REGIONAL
- (a) Any members of the Society in any area or locality who desire to work together to further the aims of the Society may form a Regional Group and shall appoint one of their number as Regional Coordinator.
(b) A Regional Group shall be regarded as autonomous and may if it so desires appoint committees to manage its regional affairs.
(c) A Regional Group may by a majority vote of its members agree on an additional fee to be paid by each member of that Group to finance the local activities of the Group in the furtherance of the objects of the Society.
(d) The formation of a Regional Group shall be notified to the Coordinators of existing groups in the area in order to agree on the boundaries of the areas to be covered by each group.
(e) The Regional Coordinator of a new Regional Group shall inform the Editor, who shall publish in the next issue of the Journal, the name and address of the Coordinator.
(f) Each Regional Group shall advise the Editor of its programmes and shall forward to the Executive Committee an Annual Report and Annual Financial Statement which will be included in the Executive Committee’s Annual Report.
(g ) Each Regional Group shall hold an annual meeting to approve its annual (non-audited) accounts; to elect or re-elect a Coordinator; or if thought desirable to elect a Committee and to appoint a member to serve as Journal Correspondent for the region.
(h) Any Regional Group which may disband or dissolve shall turn over to the Society any books, records and funds in its possession, but the Group shall have the right to nominate a purpose or purposes for which any surplus funds accumulated by it shall be used, provided such purpose or purposes are consistent with the Objects of the Society.
(i) Individual members of the Society, who are not members of a Regional Group, shall have the right to bring before the Executive Committee for consideration and decision any matter affecting the Society nationally or as a whole. The member shall communicate the matter in writing to the Executive Committee.
(j) Regional Coordinators may resign at any time, by notifying the Executive Committee in writing.
(k) No individual member or Regional Group shall make any public announcement in the name of the Society without the consent of the Executive Committee. Regional Groups and individual members may, however, publicise Open Days and other events to be conducted in their area in such ways as they see fit.
(l) No individual member or Regional Group shall make any financial arrangement in the name of the Society other than for business of the Regional Group, unless it shall be done with the consent of the Executive Committee.
- (a) The financial year of the Society shall extend from 1 January to 31 December.
(b) The Honorary Treasurer shall receive all moneys payable to the Society or to such person nominated by the Executive Committee.
(c) All funds belonging to the Society shall be deposited in a bank, credit union or building society account approved by the Executive Committee. Such account shall be in the name of the Society and no sum shall be drawn there from except by persons authorised by the Executive Committee.
(d) The income and property of the Society shall be applied solely for the purposes of and for the promotion of the objects of the Society. No part thereof shall be paid or transferred directly or indirectly to the members of the Executive Committee, members of SubCommittees or the Executive Committee except that Members of the Executive Committee may be reimbursed for services provided by them or for expenses incurred by them in carrying out their duties as Members of the Executive Committee or Sub-Committees.
(e) The Honorary Treasurer shall keep proper records of all receipts and payments and shall prepare accounts for audit.
ANNUAL REPORTS AND ANNUAL ACCOUNTS
- (a) The Executive Committee shall issue an Annual Report, which shall be published in the Society’s Journal not more than six months after the end of the year.
(b) The annual report shall include an audited statement of accounts for the previous year.
(c) The accounts shall be audited by an auditor appointed by the Executive Committee. The auditor shall be a qualified accountant who is not a member of the Society.
(d) It is a requirement of the Authorities that a report and financial statement be lodged annually by the Public Officer, together with appropriate papers, following the approval of the Executive Committee.
- (a) The Executive Committee shall convene a General Meeting in October or November normally every second year commencing in 2002 or the term agreed by the Committee.
(b) The purpose of the General Meeting shall be to appoint the Executive Committee for the succeeding term and to consider the Report of the Executive Committee including a statement of accounts for the current term up to the time of the General Meeting and to ratify Life Members.
(c) Twenty members present shall constitute a quorum
(d) The General Meeting may be held in conjunction with a National Conference, an extended Garden Tour, a Seminar Series, or other event of national interest and in accordance with the Objects of the Society
- (a) Proper minutes of all proceedings of meetings of the Society and of meetings of the Executive Committee shall be entered within one month after the relevant meeting in minute books kept for the purpose.
(b) Such minutes shall be signed by the chair person of the meeting at which the proceedings took place or by the chair person of the succeeding meeting.
(c) Where minutes are entered and signed they shall until the contrary is proved be evidence that the meeting was convened and duly held and that all appointments made at the meeting shall be deemed to be valid
(d) Regional Committees and Groups may keep minutes of meetings if they desire but the proceedings of all local meetings must be reported quarterly or annually in the Society’s Journal. All members attending meetings must sign an attendance book.
AMENDMENTS TO THE CONSTITUTION
- (a) The Constitution may be amended by resolution passed by a two-thirds majority of financial members voting at a meeting called for the purpose. The resolution and the notice of meeting shall be published in the Society’s Journal, provided that the meeting is not held within a month of the issue of the notice. A member not able to be present at such a meeting may vote by proxy or by completing a ballot paper to be included with the notice and returning it to the Honorary Secretary within one month of the issue of the Journal.
(b) Notwithstanding the provisions of part (a) of this Clause, the meeting called for the purpose of amending the Constitution may demand that a poll of all members be conducted on the matter under terms and conditions to be decided by the meeting
- A member shall be entitled to appoint in writing a natural person who is also a member of the Society to be their proxy and to attend and vote at any meeting of the Society. Notice of such appointment shall be in writing and shall be delivered to the Honorary Secretary not less than 24 hours before the commencement of the meeting. The proxy shall be deemed to have authority to demand or join in demanding a poll of all members.
- (a) The Society shall have a common seal upon which its corporate name shall appear in legible characters.
(b) The seal shall not be used without the express authorisation of the Executive Committee, and every use of the seal shall be recorded in the minute book of the Society. The affixing of the seal shall be witnessed by such persons as the Executive Committee shall from time to time decide.
(c) The seal shall be kept in the custody of the Honorary Secretary or such other person as the Executive Committee shall from time to time decide.
- (a) The Society shall cease operation upon passage of a resolution proposing dissolution conducted in the same manner as set out in Clause 15, save that a resolution to dissolve the Society shall require a three-quarters majority of financial members voting.
(b) Upon passage of such resolution no further expenditure shall be incurred by the Society except that required by the winding-up procedures.
(c) After payment of all outstanding debts, the Treasurer shall disburse any remaining assets to a body or bodies having horticultural or botanical purposes approved by the Executive Committee.
- In all matters not specifically mentioned in this Constitution the precedents of Common Law and the provisions of the Associations Incorporation Act 1985 (South Australia) as amended from time to time shall apply.