Woodfordia Inc. Constitution
The name of the incorporated association shall be Woodfordia Inc. (in these rules called “the association”)
The objects for which the association is established are:
- Act as a co-ordinating body for folk activities in the State of Queensland.
- Encourage participation in the artistic expression of our times through the folk idiom.
- Assist in the passing down of skills and the acquisition of skills loyal to the spirit of folk tradition.
- Promote interest in folk performance, studies, collection and dissemination with particular reference to Australian tradition and to the State of Queensland.
- Implement and maintain any projects such as festivals, concerts folk clubs, folk centre, libraries workshops etc. that will assist these objects.
- Provide the necessary communicative and informative devices that can be used to achieve these objects.
- Represent membership in any forum that effects these objects.
- Co-operate and assist any other organisation, groups or individuals with similar objects.
3. (1) The association has, in the exercise of its affairs, all the powers of an individual.
The association may, for example –
- enter into contracts; and
- acquire, hold, deal with and dispose of property; and
- make charges for services and facilities it supplies; and
- do other things necessary or convenient to be done in carrying out its affairs.
The association may take over the funds and other assets and liabilities of the present unincorporated association known as the
The association may also issue secured and unsecured notes, debentures and debenture stock for the association.
CLASSES OF MEMBERSHIP
4. (1) The membership of the association shall consist of ordinary members, and any of the following classes of members
Life members, persons who are interested in the objects of the association, and whose membership subscriptions shall be compounded to a sum determined by members at any general meeting of members.
Affiliated members, being other organisations or groups with similar objects.
The number of ordinary members shall be unlimited.
5. (1) Every person who at the date of incorporation of the association was a member of the unincorporated association and who on or before a date fixed by the management committee for the purpose agrees in writing to become a member of the association shall be admitted by the management committee to the same class of membership of the association as that member held in the unincorporated association.
Every member of the association who previously to agreeing to become a member of the association has paid the member’s subscription on or before the date fixed by the management committee for the purpose, as a member of the unincorporated association, shall not be liable to pay any further sum by way of annual subscription to the association for the period before the date fixed by the management committee as the date the next annual subscription becomes due.
Every applicant for any class of membership of the association (other than the members of the unincorporated association referred to in sub-rule (1)) shall be proposed by 1 member of the association and seconded by another member.
The application for membership shall be made in writing, signed by the applicant and the applicant’s proposer and seconder and shall be in such form as the management committee from time to time prescribes.
6. (1) The membership fees for each class of membership shall be such sum as the members shall from time to time at any general meeting so determine.
The membership fees for each class of membership shall be payable at such time and in such manner as the management committee shall from time to time determine.
ADMISSION AND REJECTION OF MEMBERS
7. (1) At the next meeting of the management committee after the receipt of any application and the fee applicable for any class of membership, such application shall be considered by the management committee, who shall thereupon determine upon the admission or rejection of the applicant.
Any applicant who receives a majority of the votes of the members of the management committee present at the meeting at which such application is being considered shall be accepted as a member to the class of membership applied for.
Upon the acceptance or rejection of an application for any class of membership the secretary shall forthwith give the applicant notice in writing of such acceptance or rejection.
TERMINATION OF MEMBERSHIP
8. (1) A member may resign from the association at any time by giving notice in writing to the secretary.
Such resignation shall take effect at the time such notice is received by the secretary unless a later date is specified in the notice when it shall take effect on that later date.
If a member –
- is convicted of an indictable offence; or
- fails to comply with any of the provisions of these rules; or
- has membership fees in arrears for a period of 2 months or more; or
- conducts himself or herself in a manner considered to be injurious or
- prejudicial to the character or interests of the association, the management committee shall consider whether the member’s membership shall be terminated.
The member concerned shall be given a full and fair opportunity of presenting the member’s case and if the management committee resolves to terminate the membership it shall instruct the secretary to advise the member in writing accordingly.
APPEAL AGAINST REJECTION OR TERMINATION OF MEMBERSHIP
9. (1) A person whose application for membership has been rejected or whose membership has been terminated may within 1 month of receiving written notification thereof, lodge with the secretary written notice of the person’s intention to appeal against the decision of the management committee.
(2) Upon receipt of a notification of intention to appeal against a rejection or termination of membership the secretary shall convene, within 3 months of the date of receipt by the secretary of such notice, a general meeting to determine the appeal.
At any such meeting the applicant shall be given the opportunity to fully present the applicant’s case and the management committee or those members thereof who rejected the application for membership or terminated the membership subsequently shall likewise have the opportunity of presenting its or their case.
The appeal shall be determined by the vote of the members present at such meeting.
Where a person whose application is rejected, does not appeal against the decision of the management committee within the time prescribed by these rules or so appeals but the appeal is unsuccessful, the secretary shall forthwith refund the amount of any fee paid.
REGISTER OF MEMBERS
10. (1) The management committee shall cause a register to be kept in which shall be entered the names and residential addresses of all person admitted to membership of the association and the dates of their admission.
(2) Particulars shall also be entered into the register of deaths, resignations, terminations and reinstatements of membership and any further particulars as the management committee or the members at any general meeting may require from time to time.
(3) The register shall be open for inspection at all reasonable times by any member who previously applies to the secretary for such inspection.
11.(1)If the association has not elected an interim officer as secretary for the association before its incorporation, the members of the management committee must appoint or elect a secretary for the association within 1 month after incorporation.
(2) If a vacancy happens in the office of secretary, the members of the management committee must appoint or elect a secretary within 1 month after the vacancy happens.
The secretary must be an individual residing in Queensland, or in another State but not more than 65 km from the Queensland border, who is –
a member of the association elected by the association as secretary; or
(b) a member of the association’s management committee appointed by the committee as secretary; or
appointed by the management committee as secretary (whether or not the individual is a member of the association).
The management committee may appoint and remove the secretary at any time.
MEMBERSHIP OF MANAGEMENT COMMITTEE
12. (1) The management committee of the association shall consist of a president, vice-president, treasurer, all of whom shall be members of the association, and such number of other members as the members of the association at any general meeting may from time to time elect or appoint.
At the annual general meeting of the association, all the members of the management committee for the time being shall retire from office, but shall be eligible upon nomination for re-election.
The election of officers and other members of the management committee shall take place in the following manner –
any two members of the association shall be at liberty to nominate any other member who have been a member of the association for three calendar years prior to the annual general meeting for which such nomination is made, to serve as an officer or other member of the management committee.
the nomination, which shall be in writing and signed by the member and the member’s proposer and seconder, shall be lodged with the secretary at least 14 days before the annual general meeting at which the election is to take place;
a list of the candidates’ names in alphabetical order, with the proposers’ and seconders’ names, shall be posted in a conspicuous place in the office or usual place of meeting of the association for at least 7 days immediately preceding the annual general meeting;
balloting lists shall be prepared (if necessary) containing the names of the candidates in alphabetical order, and each member present at the annual general meeting shall be entitled to vote for any number of such candidates not exceeding the number of vacancies;
should, at the commencement of such meeting, there be an insufficient number of candidates nominated, nominations may be taken from the floor of the meeting.
RESIGNATION OR REMOVAL FROM OFFICE OF MEMBER OF MANAGEMENT COMMITTEE
13. (1) Any member of the management committee may resign from membership of the management committee at any time by giving notice in writing to the secretary but such resignation shall take effect at the time such notice is received by the secretary unless a later date is specified in the notice when it shall take effect on that later date or such member may be removed from office at a general meeting of the association where that member shall be given the opportunity to fully present the member’s case.
The question of removal shall be determined by the vote of the members present at such a general meeting.
There is no right of appeal against a member’s removal from office under this section.
VACANCIES ON MANAGEMENT COMMITTEE
14. (1) The management committee shall have the power at any time to appoint any member of the association to fill any casual vacancy on the management committee until the next annual general meeting.
(2) The continuing members of the management committee may act not withstanding any casual vacancy in the management committee, but if and so long as their number is reduced below the number fixed by or pursuant to these rules as the necessary quorum of the management committee, the continuing member or members may act for the purpose of increasing the number of members of the management committee to that number or of summoning a general meeting of the association, but for no other purpose.
(3) (a) Every member of the management committee shall be indemnified by the association against, and it shall be the duty of the management committee as the case may be to pay out of the funds of the association, vested in or under its control, losses and expenses which such member of the management committee or other officer of the association insures or becomes liable to by reason of any contract entered into or act or deed done by him/her in discharge of his/her duties except in so far as the same shall happen from their own respective wilful default.
(b) No such management committee member or officer of the association shall be liable for the acts of any other management committee member or officer or for joining in any receipt or document or for any other act of conformity or for any loss or expenses happening to the association unless the same happen from his/her own willful default.
FUNCTIONS OF THE MANAGEMENT COMMITTEE
15. (1) Except as otherwise provided by these rules and subject to resolutions of the members of the association carried at any general meeting the management committee –
- shall have the general control and management of the administration of the affairs, property and funds of the association; and
- shall have authority to interpret the meaning of these rules and any matter relating to the association on which these rules are silent.
The management committee may exercise all the powers of the association –
- to borrow or raise or secure the payment of money in such manner as the members of the association may think fit and secure the same or the payment or performance of any debt, liability, contract, guarantee or other engagement incurred or to be entered into by the association in any way and in particular by the issue of debentures, perpetual or otherwise, charged upon all or any of the association’s property, both present and future, and to purchase, redeem or pay off any such securities;
- to borrow amounts from members and to pay interest on the amounts borrowed and to mortgage or charge its property or any part thereof and to issue debentures and other securities, whether outright or as security for any debt, liability or obligation of the association, and to provide and pay off any such securities; and
- to invest in such manner as the members of the association may from time to time determine.
- to guarantee or guarantee and indemnify payment of money or the performance of contracts or obligations by any person or body corporate, and otherwise to assist any person or body corporate; and grant any mortgage, charge, lien, bill of sale or other security upon the whole or any part of the Association’s property or assets present or future in support of the obligations and liabilities of the Association under such guarantee or guarantee and indemnify.
For sub-section (2)(b) the rate of interest must not be more than the rate for the time being charged for overdrawn accounts for money lent (whatever the term of the loan) by-
the financial institution for the association; or
(b) if there is more than 1 financial institution for the association – the financial institution nominated by the association.
MEETINGS OF MANAGEMENT COMMITTEE
16. (1) The management committee shall meet at least once every 4 calendar months to exercise its functions.
The management committee must decide how a meeting is to be called.
Notice of a meeting is to be given in the way decided by the management committee.
A special meeting of the management committee shall be convened by the secretary on the requisition in writing signed by not less than one-third of the members of the management committee, which requisition shall clearly state the reasons why such special meeting is being convened and the nature of the business to be transacted thereat.
At every meeting of the management committee a simple majority of a number equal to the number of members elected and/or appointed to the management committee as at the close of the last general meeting of the members, shall constitute a quorum.
Subject as previously provided in this section, the management committee may meet together and regulate its proceedings as it thinks fit.
However, questions arising at any meeting of the management committee shall be decided by a majority of votes and, in the case of equality of votes, the question shall be deemed to be decided in the negative.
A member of the management committee shall not vote in respect of any contract or proposed contract with the association in which the member is interested, or any matter arising thereout, and if the member does so vote the member’s vote shall not be counted.
Not less than 14 days notice shall be given by the secretary to members of the management committee of any special meeting of the management committee.
Such notice shall clearly state the nature of the business to be discussed thereat.
(11) The president shall preside as chairperson at every meeting of the management committee, or if there is no president, or if at any meeting the president is not present within 10 minutes after the time appointed for holding the meeting, the vice-president shall be chairperson or if the vice-president is not present at the meeting then the members may choose 1 of their number to be chairperson of the meeting.
(12) If within half an hour from the time appointed for the commencement of a management committee meeting a quorum is not present, the meeting, if convened upon the requisition of members of the management committee, shall lapse.
In any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the management committee may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the meeting shall lapse.
DELEGATION OF POWERS OF MANAGEMENT COMMITTEE
17. (1) The management committee may delegate any of its powers to a subcommittee consisting of such members of the association as the management committee thinks fit.
Any subcommittee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the management committee.
A subcommittee may elect a chairperson of its meetings.
If no such chairperson is elected, or if at any meeting the chairperson is not present within 10 minutes after the time appointed for holding the meeting, the members present may choose 1 of their number to be chairperson of the meeting.
A subcommittee may meet and adjourn as it thinks proper.
Questions arising at any meeting shall be determined by a majority of votes of the members present and, in the case of an equality of votes, the question shall be deemed to be decided in the negative.
ACTS NOT AFFECTED BY DEFECTS OR DISQUALIFICATIONS
All acts done by any meeting of the management committee or of a subcommittee or by any person acting as a member of the management committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such member of the management committee or person acting as aforesaid, or that the members of the management committee or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a member of the management committee.
RESOLUTIONS OF MANAGEMENT COMMITTEE WITHOUT MEETING
19. (1) A resolution in writing signed by all the members of the management committee for the time being entitled to receive notice of a meeting of the management committee shall be as valid and effectual as if it had been passed at a meeting of the management committee duly convened and held.
(2) Any such resolution may consist of several documents in like form, each signed by 1 or more members of the management committee.
FIRST GENERAL MEETING
20. (1) The first general meeting must be held not less than 1 month, and not more than 3 months, after the day the association is incorporated.
The management committee must decide where the meeting is to be held.
The business to be transacted at the first general meeting must include the appointment of an auditor.
FIRST ANNUAL GENERAL MEETING
The first annual general meeting must be held within 18 months after the day the association is incorporated.
SUBSEQUENT ANNUAL GENERAL MEETING
Each subsequent annual general meeting must be held –
at least once each year; and
within 6 months after the end of the association’s previous financial year.
BUSINESS TO BE TRANSACTED AT ANNUAL GENERAL MEETING
The following business must be transacted at every annual general meeting –
the receiving of the statement of income and expenditure, assets and liabilities and of mortgages, charges and securities affecting the property of the association for the last financial year;
the receiving of the auditor’s report on the financial affairs of the association for the last financial year;
the presenting of the audited statement to the meeting for adoption;
the election of members of the management committee;
the appointment of an auditor.
SPECIAL GENERAL MEETING
24. (1) The secretary shall convene a special general meeting by sending out notice of the meeting within 14 days of :-
being directed to do so by the management committee; or
(b) being given a requisition in writing signed by not less than one-third of the members presently on the management committee or not less than the number of ordinary members of the association which equals double the number of members presently on the management committee plus one;
being given a notice in writing of an intention to appeal against the decision of the management committee to reject an application for membership or to terminate the membership of any person.
A requisition mentioned in subsection (1)(b) shall clearly state the reasons why such special general meeting is being convened and the nature of the business to be transacted thereat.
QUORUM AT GENERAL MEETING
25. (1) At any general meeting the number of members required to constitute a quorum shall be double the number of members presently on the management committee plus 1.
No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business.
For the purpose of this rule –
“member” includes a person attending as a proxy or as representing a corporation which is a member.
If within half an hour from the time appointed for the commencement of a general meeting a quorum is not present, the meeting, if convened upon the requisition of members of the management committee or the association, shall lapse.
In any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the management committee may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present shall be a quorum.
The chairperson may, with the consent of any meeting at which a quorum is present (and shall so if directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
When a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.
(8) Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
NOTICE OF GENERAL MEETING
26. (1) The secretary shall convene all general meetings of the association by giving not less than 14 days notice of any such meeting to the members of the association.
The manner by which such notice shall be given shall be determined by the management committee.
However, notice of any meeting convened for the purpose of hearing and determining the appeal of a member against the rejection or termination of his/her membership by the management committee, shall be given in writing.
Notice of a general meeting shall clearly state the nature of the business to be discussed thereat.
PROCEDURE AT GENERAL MEETING
27. (1) Unless otherwise provided by these rules, at every general meeting –
the president shall preside as chairperson, or if there is no president, or if the president is not present within 15 minutes after the time appointed for the holding of the meeting or is unwilling to act, the vice-president shall be the chairperson or if the vice-president is not present or is unwilling to act then the members present shall elect 1 of their number to be chairperson of the meeting; and
the chairperson shall maintain order and conduct the meeting in a proper and orderly manner; and
every question, matter or resolution shall be decided by a majority of votes of the members present; and
every member present shall be entitled to 1 vote and in the case of an equality of votes the chairperson shall have a second or casting vote; and
however, no member shall be entitled to vote at any general meeting if the member’s annual subscription is more than 1 month in arrears at the date of the meeting; and
voting shall be by show of hands or a division of members, unless not less than one-fifth of the members present demand a ballot, in which event there shall be a secret ballot; and
(g) the chairperson shall appoint 2 members to conduct the secret ballot in such manner as the chairperson shall determine and the result of the ballot as declared by the chairperson shall be deemed to be the resolution of the meeting at which the ballot was demanded; and
(h) a member may vote in person or by proxy or by attorney and on a show of hands every person present who is a member or a representative of a member shall have 1 vote and in a secret ballot every member present in person or by proxy or by attorney or other duly authorised representative shall have 1 vote; and
the instrument appointing a proxy shall be in writing, in the common or usual form under the hand of the appointor or of the appointor’s attorney duly authorised in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised; and
a proxy may but need not be a member of the association; and
the instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a secret ballot; and
where it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing proxy shall be in the following form or a form as near thereto as circumstances permit –
I, of , being a member of the abovementioned association, hereby appoint of , or failing the member, of ,
As my proxy to vote for me on my behalf at the (annual) general meeting of the association, to be held on the day of ___, 20__ , and at any adjournment thereof.
Signed this day of ____, 20___.
This form is to be used *in favour of *against the resolution.
*Strike out whichever is not desired. (Unless otherwise instructed, the proxy may vote as the proxy thinks fit.);
the instrument appointing a proxy shall be deposited with the secretary prior to the commencement of any meeting or adjourned meeting at which the person named in the instrument proposes to vote; and
the secretary shall cause full and accurate minutes of all questions, matters, resolutions and other proceedings of every management committee meeting and general meeting to be entered in a book to be open for inspection at all reasonable times by any financial member who previously applies to the secretary for that inspection.
For the purposes of ensuring the accuracy of the recording of such minutes, the minutes of every management committee meeting shall be signed by the chairperson of that meeting or the chairperson of the next succeeding management committee meeting verifying their accuracy.
Similarly, the minutes of every general meeting shall be signed by the chairperson of that meeting or the chairperson of the next succeeding general meeting.
However, the minutes of any annual general meeting shall be signed by the chairperson of that meeting or the chairperson of the next succeeding general meeting or annual general meeting.
The management committee may from time to time make, amend or repeal by-laws, not inconsistent with these rules, for the internal management of the association and any by-law may be set aside by a general meeting of members.
ALTERATION OF RULES
29. (1) Subject to the provisions of the Associations Incorporation Act 1981. These rules may be amended, rescinded or added to from time to time by a special resolution carried at any general meeting.
However an amendment, rescission or addition is valid only if it is registered by the chief executive.
30. (1) The management committee shall provide for a common seal and for its safe custody.
(2) The common seal shall only be used by the authority of the management committee and every instrument to which the seal is affixed shall be signed by a member of the management committee and shall be countersigned by the secretary or by a second member of the management committee or by some other person appointed by the management committee for the purpose.
FUNDS AND ACCOUNTS
31. (1) The funds of the association must be kept in the name of the association in a financial institution decided by the management committee.
Proper books and accounts shall be kept and maintained either in written or printed form in the English language showing correctly the financial affairs of the association and the particulars usually shown in books of a like nature.
All moneys shall be deposited as soon as practicable after receipt thereof.
(4) All amounts of $100 or over shall be paid by cheque signed by any 2 of the president, secretary, treasurer or other member authorised from time to time by the management committee.
Cheques shall be crossed “not negotiable” except those in payment of wages, allowances or petty cash recoupments which may be open.
The management committee shall determine the amount of petty cash which shall be kept on the imprest system.
All expenditure shall be approved or ratified at a management committee meeting.
(8) As soon as practicable after the end of each financial year the treasurer shall cause to be prepared a statement containing the particulars of –
the income and expenditure for the financial year just ended; and the assets and liabilities and of all mortgages, charges and securities affecting the property of the association at the close of that year.
(9) If the association is incorporated within 3 months of the end of the association’s financial year subsection (8) does not apply for the financial year the association is incorporated.
(10) The auditor must examine the statement prepared under subsection (8) and present a report on it to the secretary before the next annual general meeting following the financial year for which the audit was made.
The income and property of the Association howsoever derived shall be applied solely towards the promotion of the purposes of the Association as set forth in its Statements of Purposes and no portion thereof shall be paid or transferred directly or indirectly howsoever by way of profit to the members of the Association provided that nothing herein contained shall prevent the payment in good faith or remuneration for any services actually and properly rendered to the Association or for goods and services supplied in the ordinary way of business.
The management committee shall provide for the safe custody of books, documents, instruments of title and securities of the association.
The financial year of the association shall close on the last day of February in each year.
DISTRIBUTION OF SURPLUS ASSETS TO ANOTHER ENTITY
34. (1) This section applies if the association is wound-up under part 10 or dissolved of the Act and there are surplus assets after satisfaction of all debts and liabilities.
The surplus assets must not be distributed among the members but must be given to another entity –
that has objects similar to the association’s objects;
the rules of which prohibit the distribution of the entity’s income and assets to its members; and
which exempt from income tax.
In this section –
“surplus assets” has the meaning given by section 92(3) of the Act.
35. (1) The Woodford Art Fund is established and maintained as a public fund, and is to receive only donations and those donations and interest accruing on the donations can only be used for the principal purpose of the organisation. The Woodford Art Fund will be administered in a separate bank account with separate accounting procedures. Investment of monies in this fund will be made in accordance with guidelines for public funds as specified by the ATO.
(2)The public will be invited to contribute to the fund.
(3)The fund will be administered by a management committee or a subcommittee of the management committee, the majority of whom, because of their tenure of some public office or their professional standing, have an underlying community responsibility, as distinct from obligations solely in regard to the cultural objectives of the association.
(4)No monies/assets in this fund will be distributed to members or office bearers of the association, except as reimbursement of out-of-pocket expenses incurred on behalf of the fund or proper remuneration for administrative services.
The Department responsible for the administration of the Register of Cultural Organisations will be notified of any proposed amendments or alterations to provisions for the public fund, to assess the effect of any amendments on the public fund’s continuing Deductible Gift Recipient status.
Receipts for gifts to the public fund must state:
the name of the public fund and that the receipt is for a gift made to the public fund;
the Australian Business Number of the association;
the fact that the receipt is for a gift; and
any other matter required to be included on the receipt pursuant to the requirements of the Income Tax Assessment Act 1997.
(7) If upon the winding-up or dissolution of the public fund listed on the Register of Cultural Organisations, there remains after satisfaction of all its debts and liabilities, any property or funds, the property or funds shall not be paid to or distributed among its members, but shall be given or transferred to some other fund, authority or institution having objects similar to the objects of this public fund, and whose rules shall prohibit the distribution of its or their income among its or their members, such fund, authority or institution to be eligible for tax deductibility of donations under Subdivision 30-B, section 30-100, of the Income Assessment Act 1997 (the Act) and listed on the Register of Cultural Organisations maintained under the Act.
(8) It must not pay any of its profits or financial surplus, or give any of its property, to its members, beneficiaries, controllers or owners (as appropriate).
(9) The association must comply with any rules that the Treasury Minister or the Minister for the Arts make to ensure that gifts made to the public fund will only be used for the association’s principal purpose.