Constitution

CONSTITUTION OF WARRNAMBOOL GEM CLUB INC.

(as adopted at General Meeting 21.6.2000, and including modifications at AGM 2001, special meetings Feb. 2003, Jan. 2005,Nov.2005,Jan. 2010,April. 2010)

1. The name of the incorporated association is Warrnambool Gem Club Inc. (in these Rules called "the Club ").

2. This Constitution shall be interpreted intelligently.

3. Definitions : In these Rules, unless the contrary intention appears-

"Act" means the Associations Incorporation Act 1981;

"committee" means the committee of management of the club;

"financial year" means the year ending on 1st of October;

"general meeting" means a general meeting of members convened in accordance with rule 10.

"member" means a member of the club;

4. Aims and objectives of the Club (“the statement of purposes of the Club”) :

(a) to promote fellowship among, and to bring together, those interested in the art of lapidary and the collection and display of minerals and gemstones.

(b) to raise funds, own and dispose of property, and to expend monies for the purpose of providing lapidary equipment and recreation for the Club members.

(c) to provide accommodation where members can meet regularly to discuss and promote Club activities, and to provide workshop facilities for the use, care and storage of the Club's equipment.

(d) to conduct, organise, supervise and participate in activities connected with lapidary. This will include training in the lapidary arts (such as cutting cabachons, faceting, wire-wrapping and stone carving), the provision of information that will support the art of lapidary, and the judging and critiquing of works of art created by members of the Club.

e the object of the Club shall be to organise and encourage the lapidary art and gem collecting activities in a manner consistent with the traditions and ideals as set out in this Constitution.

5. Membership

Membership is open to those whose interests are in the art of lapidary and the collection, display, photography or study of minerals and gemstones, who agree to abide by the Club's Constitution Rules and code of ethics.

The Club's Membership will consist of -

(a) Adult Members

(b) Junior Members

(d) Life Members

(e) Associate Members

(f) Guest Members

Adult Members are those members over the age of 15 years

Junior Members are those who are still students or are under the age of 15 years at the time of paying his/her annual subscription.

Associate Members

Will be a partner, or child (under 15), or nominee, of a paid up member
Membership fee shall cost no more than 40% of the Adult membership. The fee will be set at the A.G.M.
Will have no use of the workshop or equipment
Will have no right to hold office
Will be able to attend all club social activities and meetings
Will be able to attend all club fossicking trips
Will have the right to vote at the annual general meeting

Guest Members

Guest membership will be available for guests invited by a fully paid up member
Can use the workshop and equipment for a limited and controlled period as determined by the workshop officer or any committee member present
The guest membership fee will be set at the A.G.M.

6 Register of members

(1) The Secretary must keep and maintain a register of members containing-

(a) the name and address of each member; and

(b) the date on which each member's name was entered in the register.

(2) The register is available for inspection free of charge by any member upon request.

(3) A member may make a copy of entries in the register.

7. Committee The Committee shall be Committee of Management, Committee of Office Bearers, hereinafter referred to as the Committee.

The Committee shall consist of President, Vice President, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, Field Officer, Equipment Officer, Publicity Officer, with power to add.

8. Duties of the committee All Officers shall be honorary and must be financial members of the Club. No Officer, Committee member or financial member of the Club shall act in the name of the Club without the consent of the Committee. All Office Bearers and Committee members shall be elected at the Annual General Meeting called for the purpose, and hold office for the ensuing twelve months. In the event of a vacancy occurring during the year, the Committee may appoint any member of the Club to fill the vacancy.

At the first general meeting of the members and each ensuing Annual General Meeting, the President shall take over that office upon his or her election and call for nominations of Office Bearers and Committee Members.

The President shall preside over all members of the Club and is ex-officio on all sub-committees of the Club.

The Vice-President shall preside over all Committee and General Meetings not attended by the President, and in the event of the death or resignation of the President, shall fill that office until the next Annual General Meeting.

The Secretary shall perform all recognised functions of that office, keep minutes of all General and Committee Meetings and see that the minutes are recorded and read out at the following (similar) meetings. The Secretary shall inform the next meeting following the Committee meeting, of the context of all decisions and proposals carried at the Committee Meeting. The secretary is ex-officio on all sub-committees of the Club.

The Assistant Secretary shall assist the Secretary to carry out the duties of the Secretary as requested by the Secretary.

The Treasurer shall carry out all recognised functions of the office and keep a complete account of all income and expenditures incurred by the Club. He/she shall present at each Committee meeting a progressive Financial Report, balanced to and including the previous meeting. This Financial Report shall be read out at the next following General Meeting. The Treasurer shall produce an Audited Balance Sheet for the year ending at an Annual General Meeting, until and including the last General Meeting prior to the said Annual General Meeting, copies of which Audited Balance Sheet are to be in the hands of the President and Secretary by the week-end prior to an Annual General Meeting. This Audited Balance sheet together with the Statement of the C1ub's assets and liabilities, shall be presented and tabled at an Annual General Meeting prior to the election of the incoming President, Office Bearers and Committee Members for the ensuing year.

The Assistant Treasurer shall assist the Treasurer in the collection of monies at any function held by or in the name of the Club.

The Field Officer shall be Chairman of any sub-committee set up for the organising of field outings and he/she or a person deputised by him/her through the Committee, shall be Master of Ceremonies at all field outings.

The Equipment Officer shall be responsible for the correct housing, care and maintenance of all Club equipment purchased by the Committee.

The Social Organiser shall be Chairman of any sub-committee set up to organise social activities within the Club. The Social Organiser shall be M.C. of all social functions and socialising activities.

The Publicity Officer shall endeavour to publicise the Club in such a manner as agreed by the Committee.

The Members of the Committee shall be Association Delegates responsible for keeping the Members informed of Victoria Gem Club activities (where distance is a consideration these Delegates do not have to attend Victorian Gem Club Meetings). The Association newsletter each month highlights these activities.

8.1 Vacancies – The office of an officer of the Committee, or of an ordinary member of the committee, becomes vacant if the officer or member:

a ) ceases to be a member of the club

b) resigns from the office by notice in writing given to the Secretary.

8.2 Election of officers and ordinary committee members

(1) Nominations of candidates for election as officers of the Association or as ordinary members of the committee must be—

(a) made in writing, signed by two members of the Association and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination); and

(b) delivered to the Secretary of the Association not less than 7 days before the date fixed for the holding of the annual general meeting.

(2) A candidate may only be nominated for one office, or as an ordinary member of the committee, prior to the annual general meeting.

(3) If insufficient nominations are received to fill all vacancies on the committee, the candidates nominated shall be deemed to be elected and further nominations may be received at the annual general meeting.

(4) If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be deemed to be elected.

(5) If the number of nominations exceeds the number of vacancies to be filled, a ballot must be held.

(6) The ballot for the election of officers and ordinary members of the committee must be conducted at the annual general meeting in such manner as the committee may direct.

9. Funds

(1) The Treasurer of the Club must-

(a) collect and receive all moneys due to the Club and make all payments authorised by the Club; and

(b) keep correct accounts and books showing the financial affairs of the Club with full details of all receipts and expenditure connected with the activities of the Club.

(2) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by two members of the committee.

(3) The funds of the Club shall be derived from entrance fees, annual subscriptions, donations, sales of Slabs, Rocks, Minerals, Gemstones and Findings, Raffles, the biennial Exhibition and such other sources as the committee determines.

(4) Annual subscription shall be set at the Annual General Meeting.

(5) An Audited Statement shall be submitted at the Annual General Meeting.

(6) The financial year for the Warrnambool Gem Club will end on the 1st of October each year.

(7) The assets and income of the Club shall be applied solely in furtherance of the ‘Aims and objectives of the Club’ and no portion shall be distributed directly or indirectly to the members of the club except as bona fide compensation for services rendered or expenses incurred on behalf of the club

10. Meetings The Annual General Meeting shall be held in the month of November on the same day as the regular Meeting.

The regular General Meeting shall be at the Club Rooms on the third Wednesday of the month or any subsequently altered day or place agreed to at an Annual General Meeting. The Committee shall meet on a regularly defined day and time each month.

The sub-committee will meet on the first Monday of each month as required by the members of that sub-committee. The Committee and Club members shall be informed of the time and date of the next sub-committee meeting at each regular General Meeting.

10.1 Notice of general meetings

(1) The Secretary of the Club, at least 14 days, or if a special resolution has been proposed at least 21 days, before the date fixed for holding a general meeting of the Club, must cause to be sent to each member of the Club, a notice stating the place, date and time of the meeting and the nature of the business to be conducted at the meeting.

(2) Notice may be sent--

(a) by prepaid post to the address appearing in the register of members; or

(b) by hand delivery to members present at the club workshop or meeting rooms

(3) No business other than that set out in the notice convening the meeting may be conducted at the meeting.

(4) A member intending to bring any business before a meeting may notify in writing, or by electronic transmission, the Secretary of that business, who must include that business in the notice calling the next general meeting.

10.2 Conduct of meetings Voting at all Meetings shall be by the simple majority show of hands unless otherwise requested by at least two financial members present at the Meeting. All proposals shall be seconded.

The Presiding Officer shall conduct all Meetings in the accepted manner of Club Meetings.

A QUORUM for Annual General Meetings shall be one third of the financial members.

A QUORUM for a Committee Meeting shall be five adult financial members.

A QUORUM for a General Meeting shall be five adult financial members.

10.3 Proxies

a) Each member is entitled to appoint another member as a proxy by notice given to the Secretary no later than 24 hours before the time of the meeting in respect of which the proxy is appointed.

b) The notice appointing the proxy must be-

i)for a meeting of the club convened under rule 14, in the form set out in Appendix 2; or

ii)in any other case, in the form set out in Appendix 1.

10.4 Winding up

In the event of the winding up or the cancellation of the incorporation of the Association, the assets of the Association must be disposed of in accordance with the provisions of the Act.

The net assets of the club will not be distributed to members but will be distributed to—

(i) a fund with objectives similar to those of the club or association; or

(ii) a fund which is appropriated exclusively for a purpose referred to in paragraph (b)(i) of the definition of "community purpose" in section 1.3(1) of the Act; or

(iii) a community or charitable organisation.

11. Sub-committees All sub-committees shall operate within the structure of the Constitution and any rules pertaining to that sub-committee laid down by the Committee. The members of the Committee shall form the nucleus of any sub-committee, either of whom shall be Chairman of that sub-committee. The Treasurer and Assistant Treasurer shall also be a member of any subcommittee set up for the purpose of fund raising or handling monies in the name of the Club. Such monies shall be banked in the name of the Club in a bank account designated by the Committee, the Books for which shall be retained by the Treasurer. All monies and all properties acquired by a sub-committee are the monies and properties of the Club.

12. Honorary Members Any person the Committee deems would be an adjunct to the club's aims and ideals to which a, patron etc., may be co-opted, upon that persons approval, to the Club for a period for one year. An Honorary Member may hold office on the Committee, shall abide by the Club's Constitution and Rules, and shall be accorded benefits bestowed on Financial Members.

13. Life Members. Any person the Committee deems has given the Club long and/or valuable service may be made a Life Member of the Club. A Life Member may hold office on the Committee. If a Life Member is enrolled as a family member at the time of being bestowed of this honour, the said Member's wife or husband and children (if any) until they reach the age of 15 years, are exempt from an annual subscription to the Club. Said family is accorded all the Club rights of financial members.

14. Alteration of this constitution - No article of this Constitution may be altered or clause amended, or further articles and/or clauses be added to this Constitution, other than by a special resolution, at an Annual General Meeting or Special General Meeting called for that purpose. Prior notice of the motion shall been given at least 21 days before the date of the Meeting.

Ratification of a special resolution shall occur if, of the entitled members of the incorporated association who vote in person or by proxy, not less than three quarters vote in favour of the resolution.

Any Member unfinancial three months after an Annual General Meeting shall be deemed no longer a Member of the Club.

(1) Subject to these Rules, if the committee is of the opinion that a member has refused or neglected to comply with these Rules, or has been guilty of conduct unbecoming a member or prejudicial to the interests of the Association, the committee may by resolution—

(a) suspend that member from membership of the Association for a specified period; or

(2) A resolution of the committee under subrule (1) does not take effect unless—

(a) at a meeting held in accordance with subrule (3), the committee confirms the resolution; and

(b) if the member exercises a right of appeal to the Association under this rule, the Association confirms the resolution in accordance with this rule.

(3) A meeting of the committee to confirm or revoke a resolution passed under subrule (1) must be held not earlier than 14 days, and not later than 28 days, after notice has been given to the member in accordance with subrule (4).

(4) For the purposes of giving notice in accordance with subrule (3), the Secretary must, as soon as practicable, cause to be given to the member a written notice—

(a) setting out the resolution of the committee and the grounds on which it is based; and

(b) stating that the member, or his or her representative, may address the committee at a meeting to be held not earlier than 14 days and not later than 28 days after the notice has been given to that member; and

(ii) give to the committee before the date of that meeting a written statement seeking the revocation of the resolution; and

(e) informing the member that, if at that meeting, the committee confirms the resolution, he or she may, not later than 48 hours after that meeting, give the Secretary a notice to the effect that he or she wishes to appeal to the Association in general meeting against the resolution.

(5) At a meeting of the committee to confirm or revoke a resolution passed under subrule (1), the committee must—

(a) give the member, or his or her representative, an opportunity to be heard; and

(b) give due consideration to any written statement submitted by the member; and

(6) If at the meeting of the committee, the committee confirms the resolution, the member may, not later than 48 hours after that meeting, give the Secretary a notice to the effect that he or she wishes to appeal to the Association in general meeting against the resolution.

(7) If the Secretary receives a notice under subrule (6), he or she must notify the committee and the committee must convene a general meeting of the Association to be held within 21 days after the date on which the Secretary received the notice.

(b) the committee may place before the meeting details of the grounds for the resolution and the reasons for the passing of the resolution; and

(d) the members present must vote by secret ballot on the question whether the resolution should be confirmed or revoked.

(9) A resolution is confirmed if, at the general meeting, not less than two-thirds of the members vote in person, or by proxy, in favour of the resolution. In any other case, the resolution is revoked.

Any Member whose action or conduct is considered by four-fifths majority of the Committee to be derogatory to the Club may be suspended or expelled from the Club. Any Member of the Committee absent for more than two consecutive Committee or General Meetings will automatically lose office unless prior permission of absence has been given or the Committee considers the absence unavoidable.

(1) The Grievance Procedure set out in this Rule applies to disputes under these rules between

(2) The parties to the dispute must meet and discuss the matter in dispute and if possible, resolve the dispute within 14 days after the dispute comes to the attention of all parties.

(3) If the parties are unable to resolve tile dispute at the Meeting or if a party fails to attend that Meeting, then the parties must, within ten days, hold a meeting in the presence of a mediator.

(i) in the case of dispute between a member and another member, the Committee of the Association, or

(ii) in the case of a dispute between a member and the Association, a person who is a member of the Dispute Settlement Centre of Victoria (Department of Justice)

(7) The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.

(a) give the parties to the mediation process every opportunity to be heard; and

(b) allow due consideration by all parties of any written statement submitted by any party; and

(10) If the mediation process does not result in the dispute being resolved, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.

17. The common seal of the Club shall be kept at the Workshop premises and used by Committee Members on all documents, advertisements, magazines and raffle books.

(1) Except as otherwise provided in these Rules, the Secretary must keep in his or her custody or under his or her control all books, documents and securities of the Association.

(2) All accounts, books, securities and any other relevant documents of the Association must be available for inspection free of charge by any member upon request.

19. Insurance Personal Accident and Public Liability Insurance Policies are current and held by the Club at the Workshop premises so all financial Members and visitors are covered.

I,………………………………………………………………………………………

of ………………………………………………………………………………………

being a member of ……………………………………………………………………...

appoint ………………………………………………………………………………..

of ………………………………………………………………………………………

being a member of that Incorporated Association, as my proxy to vote for me on my behalf at the appeal to the general meeting of the Association convened under rule 10, to be held on- ……………………………………………………

I authorise my proxy to vote on my behalf at their discretion in respect of the following resolution (insert details of resolution passed under rule 10)

I, …………………………………………………………………………………..

of ……………………………………………………………………………………

being a member of ……………………………………………………………………

appoint ………………………………………………………………………………

of ……………………………………………………………………………………….

being a member of that Incorporated Association, as my proxy to vote for me on my behalf at the annual/special* general meeting of the Association to be held on ……………………………………………..

My proxy is authorised to vote in favour of/against* the following resolution (insert details of resolution).

WARRNAMBOOL GEM CLUB CONSTITUTION