Association Constitution

CONSTITUTION OF
THE ROYAL WESTERN AUSTRALIA REGIMENT ASSOCIATION Inc


As amended at the Annual General Meeting of the Association on
27 February 2011.


CONTENTS


1. Name.
2. Objects.
3. Membership.
4. Honorary life membership.
5. Subscriptions.
6. Financial Year.
7. Patron.
8. Vice Patron.
9. Office bearers.
10. Duties of Executive Committee.
11. Casual vacancies in membership of Executive Committee.
12. Meetings of Association.
13. Conduct of General meetings.
14. Meetings of Executive Committee.
15. Quorum and voting.
16. Auditor.
17. Funds.
18. Power to borrow.
19. Accounts.
20. Dissolution of Association.
21. Income and property.
22. Insurance.
23. Standing Orders.
24. Amendment to Constitution.
25. Interpretation.
26. Common Seal.
27. Custody of records.
28. Inspection of records.






1. NAME

The name of the Association shall be THE ROYAL WESTERN AUSTRALIA REGIMENT ASSOCIATION, INC. or The RWAR Association. Inc. Hereinafter referred to as the Association.


2. OBJECTS

The objects of the Association shall be:

(a) To promote, encourage and provide assistance to the battalions, of the Royal
Western Australia Regiment and any future unit or sub unit formed.

(b) To preserve and foster RWAR traditions within the Regiment and the Army
generally.

(c) To receive, by purchase or otherwise any relic, trophy, insignia or other items
of property relating to any of the army units which were the predecessors of the battalions of RWAR and to hold the same in safe custody and to exhibit or dispose thereof to RWAR or the Army Museum of Western Australia Foundation on such terms as may be approved by the Association
Executive Committee and whether permanently or on loan.

(d) To foster comradeship among members of the Association.

(e) To raise funds for the purpose of the Association and in support of RWAR.

(f) To assist the Regimental Historian in the recording of regimental history.

(g) To co-operate with any other Association of Western Australian Infantry in the
true spirit of comradeship.

(h) To foster the ideals of any Association of the Battalions of the Regiment or any of their predecessor associations.

(i) To do all such other acts and things as may be conducive to the progress of the Association and the welfare of its members.


3. MEMBERSHIP

(a) Any serving or ex-service members of 1 RWAR, 2 RWAR, 11 RWAR,
16 RWAR, 28 RWAR, 11/28 RWAR, 11 IRC and 28 IRC and ex-service members of 11/44th Inf Bn. 16 /28th Inf Bn., 16th. Inf Bn. and 28th. Inf Bn. from which RWAR was derived and any serving and ex-service member of any Australian Army or Allied Unit, who in the opinion of the committee has shown a genuine interest in the objects of the Association, shall be eligible for membership.
(b) The committee shall have discretion as to the acceptance of any
prospective candidate for membership.
(c) Persons eligible for membership must pay an annual subscription (hereinafter referred to) with the application for membership, and must abide by the rules of the Association as conditions for continued membership.

Affiliate Membership

(d) Affiliate Membership shall be open to, associations or individuals who support the aims and ideals of the RWAR Association Inc. and that the Committee may deem from to time as worthy of affiliate membership. Affiliates will have no voting rights or be eligible to hold positions on the Committee. Affiliates shall be liable for annual subscriptions levied at the annual subscription rate.

Cancellation of Membership

(a) Membership may be cancelled if a member is unfinancial for one (1) year.

(b) Membership may also be cancelled by the Executive Committee, if in the opinion of the Committee, after affording such member an opportunity of offering the committee an explanation of his conduct, either in writing or verbally, as the committee may decide, the conduct of the member is such as to be detrimental to the best interests of the Association, provided that:

(1) The member concerned shall have the right of appeal to the next
general meeting after the committee's decision has been taken.

(2) At such a meeting the appellant shall offer an explanation of his conduct verbally or in writing at the option of the member.

(3) The appeal shall be decided by the majority vote of the members present at such general meeting. This vote shall be by secret ballot.

(4) It shall be in the power of the Executive Committee to exclude such a member from participation in the affairs of the Association until such general meeting be held.

Re-Instatement

(a) A person whose membership has been cancelled for non-payment of dues, may be reinstated by the payment of one (1) year's subscription in advance subject the Committee's approval.

(b) A person whose membership has been cancelled for any other reason, can only be re-instated by a decision of the Annual General Meeting.


4. HONORARY LIFE MEMBERSHIP

Members who have given long and outstanding service to the Association may
be considered for honorary life membership. Honorary life membership is the only reward the Association can bestow on a member. The appointment of honorary life member is one of considerable significance and is not to be granted lightly.

The following criteria is to be used when considering any proposal:-

(a) The nominee must have displayed outstanding service to the Association.

(b) Any financial member of the Association may propose another financial member for honorary life membership. Such proposal must be made in writing to the Executive Committee and be duly seconded by another financial member of the Association. The proposal must be accompanied by a written citation detailing the long and outstanding service of the nominee.

(c) Any person under consideration for honorary life membership must be endorsed by a unanimous decision of the Committee prior to it being put to a resolution of a general meeting of the Association.

(e) Canvassing of members of either committee would automatically disqualify a proposal.

(e) The Executive Committee will then advise the proposer and seconder of the decision and if the proposal is accepted an announcement to that effect would be made at the next AGM or dinner or the next social function.

(f) Honorary life members shall have all the privileges of membership.


5. SUBSCRIPTIONS

(a) The annual subscription shall be determined at each Annual General Meeting.

(b) Those members granted honorary life membership shall not be required to pay the annual subscription.


6. FINANCIAL YEAR

The financial year of the Association shall commence on the first (1st) day of January each year.


7. PATRON

(a) The Association may invite the Honorary Colonel of RWAR, or a
distinguished Military Personage to be to be the patron.

(b) The terms of appointment of a patron shall be six years or the term of his appointment as Honorary Colonel.


8. VICE PATRON

The Commanding Officers of the Battalions of RWAR may be invited to become the Vice Patrons of the Association for the term of their appointment as commanding officers of an RWAR battalion.


9. OFFICE BEARERS

(a) The office bearers of the Association shall consist of the President, Senior Vice President, Junior Vice President, Honorary Secretary and Honorary Treasurer.

The offices of Honorary Secretary and Honorary Treasurer may NOT be held by the same person. An Assistant Secretary (Membership) and Assistant Treasurer may be appointed to share the workload, but the assistants shall NOT be classified as Office Bearers.

(b) The management of the Association shall be in the hands of a Committee comprising:
? The office bearers.
? The immediate past President (only for the year following his term as President).
? Four (4) committee members.
? A Web Master.
? Plus a serving soldier from each of the units of RWAR.

(c) The office bearers and the committee members shall be elected at the Annual
General Meeting and shall serve until the next Annual General Meeting when all positions will be declared vacant and open for election.

(d) All office bearers and committee members, who must be financial members of the Association, shall be eligible for re-election.

(e) The Committee may fill any casual vacancy and may co-opt any number of persons for the purpose of obtaining assistance in carrying out any particular work or project and may appoint any special sub-committees and delegate to them such powers and authority as it sees fit from time to time. Conveners of such sub-committees may be invited to attend committee meetings relative to their projects.

(f) Co-opted members shall not have voting rights at meetings of the Executive Committee.

Nominations
(a) Nominations for all positions of office bearers and committee members are to be in writing, proposed by a financial member, endorsed by the nominee to the effect that the nominee is willing to stand for the position indicated on the nomination form.

(b) All nominations are to be in the hands of the Secretary no later than one (1) week preceding the Annual General Meeting.

(c) In the case of there being more than one nomination for any of the office bearers and more than four (4) nominations for the Committee, ballot papers are to be prepared by the Secretary. Voting shall be by preferential system.


10. DUTIES OF EXECUTIVE COMMITTEE

President

(a) The President shall be the chairman of all meetings of the Association but may delegate the task to a member of a sub-committee formed for a special project.

(b) Act as the sole spokesperson for the Association on all matters requiring Association comment, but is to report at the next meeting of the Committee.

(c) Represent the Association at all appropriate events and functions. He may delegate this task as he sees fit from time to time.

(d) Be a signatory on the bank account of the Association.

(e) Be responsive to any query raised by a member of the Association.


Vice Presidents - Senior Vice President and Junior Vice President.

(a) Assist the President.

(b) Act for and on behalf of the President in his absence.

(c) Be a signatory on the Association bank account.


Honorary Secretary

(a) Attend all meetings of the Association except sub-committee meetings and ensure that the minutes are recorded and distributed within a reasonable time
prior to the next meeting.

(b) Receive all correspondence and cause all outgoing correspondence to be written posted or delivered as directed by the Committee or general
meeting and maintain a record of the same.

(c) Keep and maintain on behalf of the Association a register of all financial members.

(d) In the absence of the Secretary, the chairman may act or appoint another member to act in the capacity of Secretary for that meeting only.

(e) Be a signatory on the bank account of the Association.

(f) Issue to all members an agenda of any general meetings together with the notice of the meeting.

(g) Take custody of the Common Seal of the Association.


Assistant Secretary

(a) Maintain the Membership Roll of the Association and record all new members in a suitable register. This may be held on a Computer.

(b) Assist the Secretary and stand in, in his absence.


Honorary Treasurer

(a) Bank all monies into an account in the name of the Association. Such account to be operated by any two signatories of either the President, Vice President, Secretary or Treasurer.

(b) Produce a Statement of Receipts and Payments for each committee meeting. Produce a Statement of Financial Performance (Profit and Loss), a Statement of Financial Position (Balance Sheet),and a Statement of Cash Flows, for each Annual General Meeting and each Special General Meeting.

(c) Ensure all books of account are maintained in accordance with standard accounting practice.

(c) Maintain a file containing receipts for all payments made on behalf of the Association.

(d) Be a signatory on the bank account of the Association.

(e) The accounts of the Association may be held on a suitable computer program.

(f) Ensure the books of account are audited prior to the Annual General Meeting by an auditor appointed by the Annual General Meeting.


Assistant Treasurer.

(a) Assist the Treasurer and stand in during his absence.


Committee members

(a) Conduct the business of the Association in accordance with the objects as listed in this constitution.

(b) Members may be required to perform special tasks on the committee, such as:

? Edit the News Letter.
? Act as Property Officer.
? Act as Welfare Officer.
? Represent the Association at the Army Museum.
? Liaise with the battalions of RWAR.
? And any other project or function as may occur.


Web Master
Under the direction of the committee, maintain the Association web site from time to time, with updates of Association activities and regimental history data of significance to Association members and the public in general.


11. CASUAL VACANCIES IN MEMBERSHIP OF EXECUTIVE COMMITTEE

A casual vacancy occurs in the office of an Executive Committee member and that office becomes vacant if the Executive Committee member:

(a) dies.

(b) resigns by notice in writing delivered to the President or, if the Executive Committee member is the President, to the Vice President and that resignation is accepted by resolution of the Committee.

(c) is convicted of an offence under the Associations Incorporation Act 1987.

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

(e) is absent from more than:
(i) 3 consecutive Committee meetings; or
(ii) 3 Committee meetings in the same financial year without tendering an apology to the person presiding at each of those Committee meetings,
of which meetings the member received notice, and the Committee has resolved to declare the office vacant.

(f) ceases to be a member of the Association; or

(g) is the subject of a resolution passed by a general meeting of members terminating his or her appointment as an Executive Committee member.


12. MEETINGS OF ASSOCIATION

(a) The Annual General Meeting of the Association shall be held within 4 months after the end of the Association's financial year or such longer period as may in a particular case be allowed by the Commissioner.

An extraordinary general meeting may be called at such other time as the Committee determines. The President may call a special general meeting for any special purpose and shall also call such a meeting upon the requisition of not less than ten (10) members. At least twenty one (21) days' notice is to be given of any general meeting.

(b) Minutes of meetings must be available to Association members on request.


13. CONDUCT OF GENERAL MEETINGS

Annual General Meetings will be held to elect office bearers and committee members, consider and adopt the financial accounts, receive reports from the President, sub committees and honorary auditor, adopt amendments (if any) to the constitution and determine the amount of annual subscriptions for the next year.

Items of general business proposed by members may be included and must be given in writing to the Secretary not less than twenty one (21) days prior to the Annual General Meeting.

Extraordinary or special general meetings will consider those items raised by the members or the Committee as published in the agenda for the said meeting.

The President or chairman of any meeting may call for items of general business from those present at the commencement of any meeting.


14. MEETINGS OF EXECUTIVE COMMITTEE

(1) The Executive Committee (Committee) must meet together for the dispatch of business not less than 3 times in each year and the President, or at least half the members of the Committee, may at any time convene a meeting of the Committee.

(2) Each Executive Committee member has a deliberative vote.

(3) A question arising at a Committee meeting must be decided by a majority of votes, but, if there no majority, the person presiding at the Committee meeting will have a casting vote in addition to his or her deliberative vote.

(4) The make up of a quorum at a Committee meeting is as per rule 15(a).

(5) Subject to these rules, the procedure and order of business to be followed at a Committee meeting must be determined by the Executive Committee members present at the Committee meeting.

(6) As required under sections 21 and 22 of the Act, an Executive Committee member having any direct or indirect pecuniary interest in a contract, or proposed contract, made by, or in the contemplation of, the Committee (except if that pecuniary interest exists only by virtue of the fact that the member of the Committee is a member of a class of persons for whose benefit the Association is established), must:

(a) as soon as he or she becomes aware of that interest, disclose the nature and extent of his or her interest to the Committee; and

(b) not take part in any deliberations or decision of the Committee with respect to that contract.

(7) Sub-rule (6)(a) does not apply with respect to a pecuniary interest that exists only by virtue of the fact that the member of the Committee is an employee of the Association.

(8) The Secretary must cause every disclosure made under sub-rule(6a) by a member of the Committee to be recorded in the minutes of the meeting of the Committee at which it is made.


15. QUORUM & VOTING

(a) The quorum for a general meeting of the Association shall be ten (10) members present, and for the Executive Committee shall be five members present, one (1) of which must be an Office Bearer.

(b) All voting shall be by a show of hands, except for the election of office bearers and committee members at the Annual General Meeting,where there is more than one (1) nominee for the positions of President,
Vice President, honorary Secretary, honorary Treasurer or more than four
(4) nominees for the Committee, when the election shall be by secret ballot of members present.

(c) The President shall act as chairman of all meetings and have a deliberative as well as a casting vote.

(d) In the absence of the President the Vice President shall act as chairman.

(e) In the absence of both the President and Vice President, members present shall elect a chairman for that meeting only.


16. AUDITOR

The Honorary Auditor shall be appointed and shall audit the books of account at the end of the financial year, ready for presentation of his Report or Certificate to the Annual General Meeting.

17. FUNDS

All monies as and when received by the Association shall be deposited in a bank account titled the Royal Western Australia Regiment Association, Inc. Cheques on such account shall be drawn in such name and signed by any two of the office bearers. Any one of them may endorse any cheque or other negotiable instrument made payable to the Association.


18. POWER TO BORROW

The Association is NOT empowered to borrow money, but may apply for grants
of funds to further the objectives of the Association.



19. ACCOUNTS

A statement of the financial accounts of the Association for the year, prepared by the Honorary Treasurer and duly audited by the Honorary Auditor shall be presented to the Annual General Meeting for consideration and adoption.


20. DISSOLUTION OF ASSOCIATION

If upon the winding up or dissolution of the Association there remains after satisfaction of all its debts and liabilities any property whatsoever, the same must not be paid to or distributed among the members, or former members. The surplus property must be given or transferred to another association incorporated under the Act which has similar objects and which is not carried out for the purposes of profit or gain to its individual members, and which association shall be determined by resolution of the members.


21. INCOME AND PROPERTY

The Association is a non-profit organisation.

The income and property of the Association, wheresoever derived, shall be applied solely towards the promotion of the objects of the Association as set out in this constitution and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise to its members provided that nothing herein shall prevent the reimbursement in good faith of any authorised expenditure on behalf of the Association to any officer or member of the Association. The appointed Property Officer shall keep a register of assets.


22. INSURANCE

Public risk insurance may be taken out to cover legal liability as decided by the committee after taking suitable advice.


23. STANDING ORDERS

Standing orders for the conduct of all meetings of the Association shall be
determined yearly at the Annual General Meeting.


24. AMENDMENT TO CONSTITUTION

(a) This constitution shall only be amended at an Annual General Meeting or a special general meeting called for that purpose.

(b) Amendments may be proposed by the committee or individual financial members. The individual member shall notify the Secretary in writing the details of the proposed amendment.

(c) The Secretary will then advise all Association members in writing of the proposed amendment, giving at least three (3) weeks' notification of the special general meeting.

(d) A majority of three-quarters of those present shall be required to amend the constitution.


25. INTERPRETATION

Three (3) members of the Committee shall be nominated by the Committee to resolve any matters of interpretation of the RWAR Association Inc, Constitution.


26. COMMON SEAL

The Common Seal of the Association shall be kept in the custody of the Honorary Secretary and only affixed to documents on a decision of an General Meeting of the Association. Documents requiring the use of the Common Seal shall be notarised by the signatures of the President and another one of the Office Bearers.


27. CUSTODY OF RECORDS

(a) The Honorary Secretary shall have custody of the Administration records of the Association, namely, Correspondence File, In and Out, Minutes of all meetings of the Association and the Common Seal.

(b) The Hon. Membership Secretary shall maintain the record of all financial members and their status.

(c) The Honorary Treasurer shall maintain all the Accounting Records of the Association.


28. INSPECTION OF RECORDS

Any Financial Member of the Association may inspect any of the records by giving seven (7) days notice to the Association officer concerned to arrange a convenient time to inspect the records. The actual records may not be removed, but copies may be made.