Constitution of Swedish Club of SA,
as Amended by Annual General Meeting of 12th May 2006
Name
1(a) The name of this body shall be the Swedish Club of SA and the body shall hereinafter be referred to as the Club.
Definitions
1(b) In this Constitution -
the Club means the Swedish club of SA;
the Constitution means the Constitution of the Club;
Objects
2(a) to operate as a non-profitable organization
2(b) To promote/ maintain interest in Swedish culture and customs, by organizing social events for members and friends of the Club.
2(c) To promote good fellowship among those interested in Sweden and Swedish customs.
2(d) To educate and maintain the Swedish language for adults and children.
Powers
3 The Club shall have all the powers conferred by section 25 of the Associations Incorporation Act 1985.
Membership
4(a) Any person who is interested in Swedish customs/language shall be eligible for membership.
4(b) A person/family shall become a member upon payment of the annual membership fee and give out personal details to the Club.
5(a) The annual membership fee for all shall be determined by the Committee each year and shall be payable by 1 February.
5(b) Members 18 an above, are allowed to vote, or/and take part in business procedures at meetings of the Club.
5(c) A member, who joins the Club and pays the membership fee after 1st August, may, in any year, at the discretion of the Committee, pay, under special circumstances, half the fee.
5(d) A member, who joins the Club must submit a membership application to the Treasurer. The Treasurer is responsible for the member register.
6 A properly constituted Annual General Meeting or Special General Meeting may appoint any person as an Honorary Member or Honorary Life Member of the Club in recognition of services rendered in promoting the interests and Objects of the Club. An Honorary Member or Honorary Life Member shall be entitled to all the privileges of a member under this Constitution including the right to vote and stand for election.
7 A person shall cease to be a member of the Club at the expiration of one month after notice by the Treasurer to that person that her or his membership fee is overdue unless within that period he or she pays the fee and any monies properly payable by her/ him to the Club and set out in the notice of the Treasurer.
8 Upon any person ceasing to be a member of the Club for any reason whatsoever that person shall not be entitled to the return of her or his membership or any portion thereof.
9 The committee may expel from the Club or otherwise punish or penalize any member whose conduct, in the opinion of the Committee, is discreditable or injurious to the character or interests of the Club.
General Meetings
10. The Annual General Meeting of members shall be held in February each year and members shall be given notice, by e-mail, at least 14 days before such meeting.
11 The annual report and balance sheet or financial statement shall be submitted to members at the Annual General Meeting.
12 An Annual General Meeting or a Special General Meeting may make by-laws for the proper administration of the club by the passage of a resolution proposing the change, consented to by a two-thirds majority of those attending the meeting and entitled to vote.
13 The election of Officers and General Committee Members for the ensuing twelve months shall take place at the Annual General meeting together with any other business mentioned in the notice paper convening the Meeting.
14(a) A Special General Meeting of members shall be called at the request of any committee member or any six members of the Club. Such Meeting shall be held within 35 days of such request and all members shall be notified by e-mail, not less than 14 days before such Meeting.
14(b) A Social Meeting may be called at any time by any committee member. A Social Meeting shall not make substantive decisions concerning the Club.
15The President shall take the chair at General Meetings. Should the President not be present then the Vice-President shall take the chair, and if the Vice-President is not present the members shall elect a member to take the chair.
16(a) At all Meetings the Chairperson's decision on points of order shall be final.
16(b) The Chairperson shall have a casting vote in addition to a deliberative vote.
17(a) The quorum for a General Meeting shall be a minimum of fifteen members present.
17(b) Unless otherwise provided for in this Constitution, resolutions shall be passed by the Club, and persons shall be elected to office, by the consent of a simple majority of persons present at the Meeting and entitled to vote.
17(c) Unless a poll is demanded by at least five members, a question for decision at a General Meeting must be determined by show of hands.
17(d) If a poll is demanded by at lest five members, it must be conducted in a manner specified by the person presiding and the result of the poll is the resolution of the meeting on that question.
18 If at any General Meeting other than the Annual General Meeting, the quorum is not met, within 30 minutes of the time appointed for the Meeting, the Meeting shall be adjourned and a new time set by majority of the board members present at the Meeting for a period not exceeding 14 days.
If the second appointed Annual General Meeting is absence of a quorum, then the Meeting may proceed.
19 Only members present in person shall be entitled to vote unless permission from the board has been granted beforehand and the vote should be presented in writing before the meeting.
Committee
20(a) The business and affairs of the Club shall be under the management and control of the Committee provided, however, that except in the case of extreme urgency the Committee shall not take any action contrary to decisions made at a General Meeting.
20(b) The Committee may, subject to the decisions made at General Meetings, exercise all the powers of the Club and do all such acts and things as may be done by the Club or which it considers necessary or expedient to carry out the Objects of the Club.
20(c) The Club will not finance an activity, nor approve the use of the Club's name in association with an activity, unless the Committee has first been provided, in writing, with detailed information on:
the proposed activity;
the proposed budget for the activity;
the income the Club might derive from the activity;
expenditure that the Club might incur in the financing of the activity; and
any other commitment of Club resources or assets that might be incurred in supporting the activity.
21 The Committee shall comprise of the President, Vice-President, Secretary, Treasurer and no more than 6 general committee members.
22 Should any vacancy occur in the Committee other than in the normal course of elections, the Committee shall fill such vacancy from members of the Club and such member duly appointed shall hold office for the unexpired portion of the predecessor's term.
23 The Committee shall meet as often as may be required to conduct the business of the Club. Any member of the Committee shall have the power to call a meeting of the Committee. The President of the Club shall take the chair at all Committee meetings. Should the President not be present then the Vice-President shall take the chair and if the Vice-President is not present the Committee shall elect one of its members to take the chair.
24 The chairperson at all Committee meetings shall have a casting vote in addition to a deliberative vote.
25 All members of the Committee shall be entitled to notice of meetings but the accidental omission to give notice to any member, or the non-receipt by any member of any notice required by this Constitution, shall not invalidate or affect any proceedings at such meeting.
26(a) The Committee shall have the power to delegate any of its powers to a sub-committee to deal with any particular matter of matters and upon such terms as the Committee may think fit. The President shall be an ex-officio member of all sub-committees.
26(b) All acts or decisions done or made by any meeting of the Committee or any member thereof shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of such member or all or any members of the Committee, be as valid and effective as if they had all been properly appointed, unless it be proved that the appointment was made in fraud or bad faith.
27 The quorum for Committee meetings shall be four members present in person. If the number of Committee members become less than the quorum, the remaining Committee members may meet to co-opt additional members to the Committee.
Election of Committee
28 Nomination for each candidate for election as Office-bearer or General Committee Member shall be proposed and seconded respectively by two members at the Annual General Meeting. Contested offices shall be subject to ballot at the Annual General Meeting of the members present and voting thereon.
29 (a)The election for the Office-bearers and the General Committee Members shall be by ballot of members present and voting thereon, held at the Annual General Meeting. No ballot shall be required when the number of candidates nominated for each office does not exceed the number of vacancies, and the candidates shall be declared duly elected.
29 (b) Committee members are elected for one year.
29 (c) The Committee may expel from the Committee and/or the Club or otherwise punish or penalize any Committee member whose conduct, in the opinion of the Committee, is discreditable or injurious to the character or interests of the Club.
Duties of the President
30 The President shall normally take the chair at all committee meetings, and shall normally represent the Association in an official capacity on public occasions. The President shall observe that the constitution, rules and regulations of the Association are being adhered to, and that all the affairs and duties of the office bearers within the Association are carried out properly. If necessary, the President shall be the Public Officer of the Association for any legislation purposes in South Australia.
Duties of the Vice-President
31 The Vice-president shall assist the President in the carrying out of his/her duties, and take the place of the President in the President's absence.
Duties of the Secretary
32 The Secretary shall –
keep a true record of the minutes of all meetings (General Meetings and Committee Meetings);
attend to correspondence;
issue notices for meetings;
maintain a register of by-laws of the Club; and
carry out such other duties as the Committee may from time to time direct.
Duties of the Treasurer
33 The Treasurer shall –
be responsible for all financial matters relating to the Association. He/she shall be responsible for the payment of accounts of the Association and all money received by the Association, including membership fees. He/she shall keep an account of all income and expenditure.
when requested to do so by the Committee or the Auditor, provide a list of all accounts, books and records of the Club, and allow their inspection by the Auditor;
provide any other information required by the Auditor; and
present to the Annual General Meeting a balance sheet of the current assets and liabilities of the Club, certified to be correct by the Auditor, together with a written report.
Public Officer/Representative
34 If the position of Public Officer becomes vacant, the Committee shall appoint, within fourteen days after it becomes vacant, a new Public Officer
Duties of the Public Officer/Representative
35The Public Officer shall –
notify the Registrar of her/ his appointment and name and address within 14 days of such appointment;
notify the Registrar within 14 days of any change of address;
notify the Registrar within one month of any alteration of the Constitutions of the Club.
Vacation of Office
36 For the purposes of this Constitution an office of the Club becomes vacant if the person holding that office –
dies;
becomes bankrupt or applies to take or takes advantage of any law relating to bankrupt or insolvent debtors or compounds with her or his creditors;
becomes of unsound mind;
resigns her or his office by writing under her or his hand addressed to the Committee, with 1 months notice;
ceases to be a member of the Club; or
in the case of the Public Officer, ceases to reside in South Australia.
Finance
37 The financial year shall be from 1 Jan to 31 December.
38 All monies of the Club shall be paid into the account of the Club at such bank as the Committee may from time to time direct.
39(a) All monies drawn from the Club's accounts shall be drawn by Treasurer, President, Vice President, or by person decided by the Committee.
All Transactions has to be approved by the Committee or, in the case of urgency, by the President, the Vice-President or the Treasurer.
39(b) The income of the Club shall be applied solely towards the Objects and purposes of the Club.
Auditor
40(a) The Committee shall appoint within one month after each Annual General Meeting a person to be the Auditor of the Club's financial affairs.
40(b) The Committee shall not appoint as auditor a person who is the Public Officer or a member of the club.
40(c) If at any time the position becomes vacant, the Committee shall within one month appoint another person to be the Club's Auditor.
Duties of the Auditor/Accountant
41 The Auditor shall –
examine, at least once in each financial year, the financial records of the Club;
certify the correctness of the accounts of the Club, and provide a written report to the Annual General Meeting;
state, in her or his report and in certifying the accounts,
whether he or she has obtained the information sought by her or him;
whether, in her or his opinion, the accounts are properly drawn up so as to exhibit a true and correct view of the financial position of the Club according to the information at her or his disposal and the explanation given to her or him and as show by the books of the Club;
whether the rules relating to the administration of the funds of the Club have been observed.
Trustees
42 Unless otherwise determined the members of the Committee of the Club for the time being shall be deemed to be the Trustees of the Club, to hold any property real and personal belong to the Club.
Changes to Constitution
43(a) This Constitution may be altered, amended or repealed at any properly constituted Annual General Meeting or Special General Meeting of the Club provided that 14 days' notice setting out the proposed change to
the Constitution has been forwarded as an e-mail to all members of the Club.
43(b) No motion/suggestions for alteration, amendment or cancellation of this Constitution shall be carried without the consent of two thirds of those present and entitled to vote at such Annual General Meeting or Special General Meeting.
The Seal
44(a) The Seal of the Club shall be in the form of a rubber stamp inscribed with the name of the Club encircling the words Common Seal.
44(b) The Seal of the Club shall not be affixed to any document except by authority of the Committee and the affixing thereof shall be attested by the signatures of two members of the Committee, one of them must be the president, vice president, treasurer or secretary,
44(c) The Seal shall remain in the custody of the Treasurer.
Dissolution/ termination
45(a) The property assets and income of the Club, wherever derived, shall be applied towards the promotion of the Objects of the Club, and no portion thereof shall be paid or transferred either directly or indirectly by way of bonus or otherwise profit to members general of the Club. Provided that nothing herein contained shall prevent in good faith of compensation to any officers or servants of the Club or any member in return for services actually rendered, nor prevent the payment of interest on money borrowed from any member of the Club. Should the Club for any reason cease to function, any member or person holding any Club monies or property shall forthwith pay the same to the Committee.
45(b) The Club shall not be dissolved unless so determined at a properly constituted Annual General Meeting or Special General Meeting, after 21 days' notice of the intended dissolution has been forwarded as e-mail to all members of the Club.
45(c) On the dissolution of the Club, any assets remaining can be auctioned of, for payment of all debts and liabilities. Any money remaining shall only be donated to another body or other bodies in Australia engaged in promoting objects similar to the Objects of the Club, in accordance with a resolution carried with the consent of at least three quarters of the members present and entitled to vote at a Special General Meeting called for the purpose of considering such a resolution.
Notice
46 Any notice required by this Constitution to be given to any member shall be sufficiently given by e-mail or delivered to the last address given to the club by the member.
