(1) In this constitution:
Director-General means the Director-General of
the Department of Services, Technology and Administration.
(a) the person holding office under
this constitution as secretary of the Society, or
(b) if no such person holds that office
- the public officer of the Society.
general meeting means a meeting of the Society
other than an annual general meeting.
the Act means the
Incorporation Act 2009.
the Regulation means the
Incorporation Regulation 2010.
the Society means the
Australian Society of the Lacemakers of Calais Inc.
(a) the person holding office under
this constitution as treasurer of the Society, or
(b) if no such person holds that office - the public
officer of the Society.
(2) In this constitution:
(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
1987 apply to and in respect of this constitution in the same
manner as those provisions would so apply if this constitution were an
instrument made under the Act.
Part 2 - Membership
2. Membership generally
(1) Membership is open to:
(a) people with an interest in the aims
of the Society, and entities that apply for affiliated membership, and
(b) the person or entity has applied
and been approved for membership of the Society in accordance with clause 3.
(2) A person or affiliated entity is a
member of the Society if their name appears on the membership register as a
3. Application for membership
(1) An application for membership of
the Society must be made in writing and must be lodged with the secretary of
(2) As soon as practicable after
receiving a nomination for membership, the secretary must refer the
nomination to the committee which is to determine whether to approve or to
reject the nomination.
(3) As soon as practicable after the
committee makes that determination, the secretary must notify the nominee,
in writing, that the committee approved or rejected the nomination and if
the committee approved the nomination, request the applicant to pay within
the period of 28 days after receipt by the applicant of the notification the
sum payable under this constitution by a member as entrance fee and annual
(4) The secretary must, on payment by
the applicant of the amounts referred to in subclause (3) and prior to the
next general meeting enter the applicant’s name in the register of members
and, on the name being so entered, the applicant becomes a member of the
4. Cessation of membership
A member ceases to be a member of the Society if:
(a) the person dies, or
(b) the member resigns membership, or
(c) the member is expelled from the
(d) the member fails to pay the annual
membership fee under clause 8 (2) 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 Society:
(a) is not capable of being transferred
or transmitted to another person unless approved otherwise by the Committee,
(b) terminates on cessation of the
6. Resignation of membership
(1) A member of the Society may resign
from membership of the Society by giving to the secretary written notice of
the member’s intention to resign and the member ceases to be a member.
(2) If a member of the Society ceases
to be a member 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
(1) The Society must establish and
maintain a register of members of the Society specifying the name and postal
or residential address of each person who is a member of the Society
together with the date on which the person became a member.
(2) The register of members must be
kept in New South Wales:
(a) at the main premises of the Society,
(b) if the Society has no premises, at
the Society’s official address.
(3) The register of members must be
open for inspection, free of charge, by any member of the Society at the
next meeting after request to inspect is made.
(4) A member of the Society may obtain
a copy of any part of the register on payment of a fee of not more than $5
for each page copied.
(5) If a member requests that any
information contained on the register about the member (other than the
member’s name) not be available for inspection, that information must not be
made available for inspection.
(6) A member must not use information
about a person obtained from the register to contact or send material to the
person, other than for the purposes of sending the person a newsletter, a
notice in respect of a meeting or other event relating to the Society or
other material relating to the Society, or any other purpose necessary to
comply with a requirement of the Act or the Regulation.
8. Fees and subscriptions
(1) A member of the Society must, on
admission to membership, pay to the Society an amount determined by the
(2) In addition to any amount payable
by the member under subclause (1), a member of the Society must pay to the
Society an annual membership fee of an amount determined by the members:
(a) except as provided by paragraph
(b), before 1 January in each calendar year, or
(b) if the member becomes a member on
or after 1 January in any calendar year, on becoming a member and before 1
January in each succeeding calendar year.
9. Members’ liabilities
The liability of a member of the Society to contribute towards
the payment of the debts and liabilities of the Society or the costs,
charges and expenses of the winding up of the Society is limited to the
amount, if any, unpaid by the member in respect of membership of the Society
as required by clause 8.
10. Resolution of disputes
(1) A dispute between a member and
another member (in their capacity as members) of the Society, or a dispute
between a member or members and the Society, is to be referred to the
committee for resolution. If the committee cannot resolve the dispute, it is
to be referred to a community justice centre for mediation under the
Community Justice Centres Act 1983.
(2) If a dispute is not resolved by
mediation within 3 months of the referral to a community justice centre, the
dispute is to be referred to arbitration.
Commercial Arbitration Act 1984
applies to any such dispute referred to arbitration.
11. Disciplining of members
(1) A complaint may be made to the
committee by any person that a member of the Society:
(a) has refused or neglected to comply
with a provision or provisions of this constitution, or
(b) has wilfully acted in a manner
prejudicial to the interests of the Society.
(2) The committee may refuse to deal
with a complaint if it considers the complaint to be trivial or vexatious in
(3) If the committee decides to deal
with the complaint, the committee:
(a) must cause notice of the complaint
to be served on the member concerned, and
(b) must give the member until the next
general meeting after the time the notice is served within which to make
submissions to the committee in connection with the complaint, and
(c) must take into consideration any
submissions made by the member in connection with the complaint.
(4) The committee may, by resolution,
expel the member from the Society or suspend the member from membership of
the Society 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 and the expulsion or suspension is warranted in
(5) 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 clause 12.
(6) The expulsion or suspension does
not take effect:
(a) until the expiration of the period
within which the member is entitled to appeal against the resolution
(b) if within that period the member
exercises the right of appeal, unless and until the Society confirms the
resolution under clause 12, whichever is the later.
12. Right of appeal of disciplined member
(1) A member may appeal to the Society
in general meeting against a resolution of the committee under clause 11, by
speaking at the next general meeting.
(2) At a general meeting of the Society
(a) the committee and the member must
be given the opportunity to state their respective cases orally or in
writing, or both, and
(b) the members present are to vote on
the question of whether the resolution should be confirmed or revoked.
(3) The appeal is to be determined by a
simple majority of votes cast by members of the Society present at the
general meeting of the Society.
Part 3 - The committee
13. Powers of the committee
Subject to the Act, the Regulation and this constitution and to
any resolution passed by the Society in general meeting, the committee:
(a) is to control and manage the affairs of
the Society, and
(b) may exercise all such functions as
may be exercised by the Society, other than those functions that are
required by this constitution to be exercised by a general meeting of
members of the Society, and
(c) has power to perform all such acts
and do all such things as appear to the committee to be necessary or
desirable for the proper management of the affairs of the Society.
14. Composition and membership of committee
(1) The committee is to consist of the
following office-bearers of the Society: the president, the treasurer, the
secretary and the editor.
(2) The minimum number of committee
members is to be 3.
(3) Each member of the committee is,
subject to this constitution, to hold office until the conclusion of the
annual general meeting following the date of the member’s election, but is
eligible for re-election.
15. Election of committee members
(1) Nominations of candidates for
election as office-bearers of the Society must be made verbally at the
annual general meeting.
(2) If insufficient nominations are
received to fill all vacancies, the candidates nominated are taken to be
(3) If insufficient further nominations
are received, any vacant positions remaining are taken to be casual
(4) If the number of nominations
received is equal to the number of vacancies to be filled, the persons
nominated are taken to be elected.
(5) If the number of nominations
received exceeds the number of vacancies to be filled, a ballot is to be
(6) The ballot for the election of
office-bearers is to be conducted at the annual general meeting in such
usual and proper manner as the committee may direct.
(7) A person nominated as a candidate
for election as an office-bearer of the Society must be a financial
member of the Society.
(1) It is the duty of the secretary to
keep minutes of:
(a) all appointments of office-bearers, and
(b) the names of members of the
committee present at a committee meeting or a general meeting, and
(c) all proceedings at committee meetings
and general meetings.
(2) Minutes of proceedings at a meeting
must be read to the members at the next general meeting and accepted by vote
by the members present at that meeting.
It is the duty of the treasurer of the Society to use their
best endeavours to ensure:
(a) that all money due to the Society
is collected and received and that all payments authorised by the Society
are made, and
(b) that correct books and accounts are
kept showing the financial affairs of the Society, including full details of
all receipts and expenditure connected with the activities of the Society.
18. Removal of committee members
(1) The Society in general meeting may
by resolution remove any member of the committee from the office of member
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.
(2) If a member of the committee to
whom a proposed resolution referred to in subclause (1) relates makes
representations in writing to the secretary or president (not exceeding a
reasonable length) the member is entitled to require that the
representations be read out at the meeting at which the resolution is
19. Committee meetings and quorum
(1) The committee can meet as few or as
many times in each period of 12 months at such place and time as the
committee may determine.
(2) Oral or written notice of a meeting
of the committee must be given by any member of the committee to each other
member of the committee at least 48 hours (or such other period as may be
unanimously agreed on by the members of the committee) before the time
appointed for the holding of the meeting.
(3) Any 3 members of the committee
constitute a quorum for the transaction of the business of a meeting of the
(4) No business is to be transacted by
the 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 a time and place to be agreed but not later than the next
general meeting of the Society.
(5) 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.
(6) At a meeting of the committee the
president or, in the president’s absence, the secretary is to preside.
20. Voting and decisions
(1) Questions arising at a meeting of
the committee or of any sub-committee appointed by the committee are to be
determined by a majority of the votes of members of the committee or
sub-committee present at the meeting.
(2) Each member present at a meeting of
the committee or of any sub-committee 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.
(3) Subject to clause 19(3), the
committee may act despite any vacancy on the committee.
(4) Any act or thing done or suffered,
or purporting to have been done or suffered, by the committee or by a
sub-committee appointed by the committee, is valid and effectual despite any
defect that may afterwards be discovered in the appointment or qualification
of any member of the committee or sub-committee.
Part 4 - General meetings
(1) Notice of meetings is to be printed
in the Society’s journal published preceding the date for the relevant
(2) The president or, in the
president’s absence, the secretary or any other person elected by the
members present is to preside as chairperson at each meeting of the Society.
(1) The Society must hold its annual
general meetings within 6 months after the close of the Society’s financial
year and subject to the Act and to clause 22, to be convened on such date
and at such place and time as the committee thinks fit.
(2) Any business may be transacted at
an annual general meeting, but it must include the following:
(a) to confirm the minutes of the last
preceding annual general meeting and of any special general meeting held
since that meeting,
(b) to receive from the committee
reports on the activities of the Society during the last preceding financial
(c) to elect office-bearers of the Society,
(d) to receive and consider any
financial statement or report required to be submitted to members under the
(3) A member can bring any business before an annual
(1) The Society must hold at least 3
general meetings within each calendar year convened on such date and at such
place and time as the committee thinks fit.
(2) Any business may be transacted at a
general meeting, but it must include the following:
(a) to confirm the minutes of the last
preceding general meeting,
(b) to receive from the committee
reports on the activities of the Society since the last preceding general
(3) A member can bring any business
before a general meeting.
(4) 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 until the next
24. Quorum for meetings
(1) No item of business is to be
transacted at a meeting unless a quorum of five financial members entitled
under this constitution to vote is present during the time the meeting is
considering that item.
(3) If within half an hour after the
appointed time for the commencement of a general meeting a quorum is not
present, the meeting is to stand adjourned until the next general meeting.
(4) If at the next 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) are to
constitute a quorum.
25. Making of decisions
(1) A question arising at a meeting of
the Society is to be determined by a show of hands.
(2) A declaration by the chairperson
that a resolution has been carried or lost, or an entry to that effect in
the minute book of the Society, is evidence of the fact without proof of the
number or proportion of the votes recorded in favour of or against that
(3) A special resolution may only be
passed by the Society in accordance with section 39 of the Act.
(1) On any question arising at a
general meeting of the Society a member has one vote only.
(2) 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.
(3) A member is not entitled to vote at
any general meeting of the Society unless all money due and payable by the
member to the Society has been paid.
(4) A member is not entitled to vote at
any general meeting of the Society if the member is under 18 years of age.
(5) Proxy voting will not be undertaken
at or in respect of any meeting.
(6) Postal or absentee ballots will not
be accepted at or in respect of any meeting.
Part 5 - Miscellaneous
The Society may effect and maintain insurance.
28. Funds - source
(1) The funds of the Society are to be
derived from entrance fees and annual subscriptions of members, donations
and, subject to any resolution passed by the Society in general meeting,
such other sources as the committee determines.
(2) All money received by the Society
must be deposited as soon as practicable and without deduction to the credit
of the Society’s bank or other authorised deposit-taking institution
(3) The Society must, as soon as
practicable after receiving any money, issue an appropriate receipt.
29. Funds - management
(1) Subject to any resolution passed by
the Society in general meeting, the funds of the Society are to be used in
pursuance of the aims of the Society in such manner as the committee
(2) All cheques, drafts, bills of
exchange, promissory notes and other negotiable instruments must be signed
by any 2 members of the committee or employees of the Society, being office
bearers authorised to do so by the committee.
30. Change of name, objects and constitution
An application to the Director-General for registration of a
change in the Society’s name or constitution in accordance with section 10
of the Act is to be made by the public officer or a committee member.
31. Custody of books
Except as otherwise provided by this constitution, 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 Society.
32. Inspection of books
(1) The following documents must be
open to inspection, free of charge, by a member of the Society at the next
meeting after request to inspect is made:
(a) records, books and other financial
documents of the Society,
(b) this constitution,
(c) minutes of all committee meetings
and general meetings of the Society.
(2) A member of the Society may obtain
a copy of any of the documents referred to in subclause (1) on payment of a
fee of not more than $5 for each page copied.
33. Service of notices
(1) For the purpose of this
constitution, a notice may be served on or given to a person:
(a) by delivering it to the person
(b) by sending it by pre-paid post to
the address of the person, or
(c) 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.
(2) For the purpose of this
constitution, a notice is taken, unless the contrary is proved, to have been
given or served:
(a) in the case of a notice given or
served personally, on the date on which it is received by the addressee, and
(b) in the case of a notice sent by
pre-paid post, on the date when it would have been delivered in the ordinary
course of post, and
(c) 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
34. Financial year
The financial year of the Society is the period of time
commencing on 1 January and ending on the following 31 December.
(1) The Society can be voluntarily
wound up by passing of a special resolution, which will read:
“That the Australian Society of the Lacemakers of Calais
Inc. be wound up and its assets forwarded to the Society of Australian
Genealogists if approved by the Director-General.”
(2) If the special resolution to wind
up the Society is passed, then an application to the Director-General to
wind up the Society is to be made by the public officer or a committee
member within 28 days of the date of the vote.
(3) After approval of the distribution
of assets by the Director-General, the public officer is to complete the
winding up process according to the requirements of the Director-General.
(1) No member of the Society shall
receive remuneration (payment) for any services other than as payment of
expenses incurred on behalf of the Society. In this event, receipt(s) must
be tendered for any expenses exceeding $10.
(2) No salary shall be paid to any
officer of the Society.
Incorporated under the
Associations Incorporation Act 2009)
[please print full name of
hereby apply to become a member of the above named incorporated
association. In the event of my admission as a member, I agree to be bound
by the constitution of the Society for the time being in force.
Lacemaker family ………………………………………………………………………………...........................................
Ship (if known) ………………………………………………………………………………….............................................