CONSTITUTION OF THE
CANBERRA BONSAI SOCIETY INCORPORATED

(incorporated in the Australian Capital Territory)

 6th March 2021

1. PREAMBLE

This Constitution governs the management and control of Canberra Bonsai Society Incorporated.  While comprehensive, where this Constitution does not address a matter that is covered by the Model Rules set out in Schedule 1 of the Associations Incorporation Regulation 1991, this Constitution is taken to include the Model Rules in relation to that matter.

2. NAME

(a)       The name of the Society formed under this Constitution shall be the Canberra Bonsai Society Incorporated (hereinafter called the Society).

(b)       The Society shall cause every notice, advertisement, bill of exchange, promissory note, endorsement, order, waybill, invoice, receipt or other document given, published, drawn, endorsed or issued by it to contain the name of the Society in legible characters.

3. OBJECTS

(a)       To promote interest in working together to improve the knowledge and practice of bonsai.

• The Society shall be a non-profit making organisation.

4. MANAGEMENT

• The management of the Society shall be vested with the Executive, which shall consist of the President, Vice-President, Secretary, Treasurer and Newsletter Editor. The Executive will work collegiately to further the goals of the Society and for the benefit of members.  In addition: 
• the President shall have responsibility for providing leadership within the Executive and the Society, liaising with related organisations and chairing all Society meetings;
• the Vice-President shall have overall responsibility for developing the Society’s annual program for regular monthly meetings, workshops and events (excluding the annual show); chair Society meetings in the absence of the President; and shall work with a committee member, the workshop manager, to implement the Society’s program each year;
• the Secretary shall have overall responsibility for maintaining records of Executive Meetings, the Annual General Meeting, General Meetings and Special General Meetings and making them available as appropriate; incoming and outgoing mail and responding to enquiries received;
• the Treasurer shall have responsibility for moneys received and expended on behalf of the Society and the preparation of the statement of the Society’s accounts in accordance with existing legislation and regulations;
• the Newsletter Editor shall have responsibility for the preparation and distribution of the Society’s newsletter.

(b)       There shall also be a committee or committees, if elected, of a number not exceeding four plus the Executive, to any position specified as the need is required. Committee positions may be created at any time and shall terminate at the end of a specified period but shall not exceed twelve months. Committee members shall not vote at Executive meetings.

5. 5. MEMBERSHIP

• Membership is open to any person who is interested in bonsai and supports the objectives of the Society.
• Application for membership shall be in writing and shall be in such form as the Executive shall determine and shall be accompanied by the prevailing membership fee.
• Interested members shall be expected to apply for membership to the Society on attending their second monthly meeting, the first being without obligation.
• A person is qualified to be a member upon submitting their completed application form and paying the membership fee unless the Executive refuses their application for membership. The Executive may, within one month of a person submitting an application for membership, refuse the application and where it does so, shall advise the applicant in writing of the reasons for its decision.
• Renewal of membership shall be automatic upon payment of the prevailing membership fee.
• All rights of membership shall terminate, unless financial, immediately upon the commencement of the Annual General Meeting or upon termination of membership as provided for in this Constitution.

(g)       It will be the responsibility of all members to notify the Secretary of any change of address or any other particulars pertaining to membership.          

6. MEMBERSHIP FEES

• The annual membership fee shall be that determined by the membership at an Annual General Meeting.

• Renewal of membership shall become due at the expiry of the current membership and is payable prior to this date.[1]

• All membership fees are non-refundable. 

7. THE EXECUTIVE

• The Executive shall be elected at the Annual General Meeting and shall hold office, unless otherwise removed as provided in this Constitution, until the election of the new Executive at the following Annual General Meeting.
• Members of the retiring Executive are eligible for re-election.
• Any position becoming vacant during the term of office may be filled by the Executive temporarily until the members can elect a replacement.
• The Executive shall have the power to make and publish any by-laws for the better management and control of the Society, which shall not be inconsistent with this Constitution and shall have the power to invite any other person to attend Executive Meetings who may be of assistance, provided that person cannot vote on the Executive.
• The Executive shall meet as and where required by the President or a majority of the Executive.
• Any member of the Executive failing to attend three consecutive meetings of the Executive without just cause shall be removed from office on a majority vote of the Executive. Any member of the Executive who ceases to be a member of the Society shall cease to be a member of the Executive. Any member of the Executive can be removed from office by a special resolution of no confidence at a Special General Meeting.
• The President of the Society, or in the absence of the President the Vice-President, shall chair all Society meetings. In the absence of both the President and Vice President, the Executive members may elect another member to chair that meeting. Annual General Meetings, General Meetings and Special General Meetings will follow an agreed
• The Executive shall be responsible for the maintenance of all the Society records and safeguard and maintain all the Society’s assets and property.
• Any decision of the Executive shall be decided by the simple majority of those present entitled to vote and voting. A quorum at an Executive meeting is two members.

8. PUBLIC OFFICER

• The Executive of the Society shall within 1 month after incorporation, appoint a Public Officer who must be a resident of the Australian Capital Territory in accordance with the Associations Incorporation Act 1991 (ACT) (“the Act”).
• The Public Officer shall within 1 month after appointment give notice in writing to the Registrar-General of their full name and address 
• If the office of Public Officer falls vacant, the Executive must appoint another within 1 month who must subsequently notify the Registrar-General within 1 month of their appointment.
• If the Public Officer changes their address they shall, within 1 month after that change, give notice in writing to the Registrar-General of that change.
• The office of Public Officer shall become vacant if the person holding that office:
  • dies;
  • becomes bankrupt, applies to take the benefit of a law for the relief of bankrupt or insolvent debtors or compounds with his creditors;
  • becomes of unsound mind 
  • resigns their office by writing under their own hand addressed to the Executive of the Society; and or
  • ceases to be resident in the Australian Capital Territory.
• The Public Officer may hold any position on the Executive while holding this position.
• The Public Officer shall within one month after an alteration of:

(i)        the objects or purposes of the Society; or

(ii)        the Constitution of the Society,

file with the Registrar-General notice of the alteration, a copy of any instrument evidencing the alteration and a declaration made by the Public Officer declaring that that copy is a true copy and, in the case of an alteration of the objects, purposes or Constitution of the Society, that the alteration is authorised and was made in the manner provided by the Constitution of the Society.

9. MEETINGS

The Society shall hold the following meetings:

• Annual General Meetings
• The Annual General Meeting of the Society shall be held within three months after the end of the financial year of the Society (namely within three months after 31 December).
• The business of the Annual General Meeting is:
  • To confirm the minutes of the last Annual General Meeting and of any General Meeting held since that meeting;
  • To receive from the Executive reports on the activities of the Society during the last financial year;
  • To elect members of the Executive;
  • To receive and consider the statement of accounts and the reports that are required to be submitted to members under section 73(1) of the Act;
• At least fourteen (14) days clear notice of the Annual General Meeting will be given to members by post, email or in such form as agreed by the Executive.

• A quorum at an Annual General Meeting is ten members.

• Any decision of the members at an Annual General Meeting shall be decided by the simple majority of those present, entitled to vote and voting.

• Each member is entitled to appoint another member as proxy by notice given to the Secretary at least 24 hours before the meeting. The notice shall be in the form set out in Appendix 2 of Schedule 1 to the Associations Incorporation Regulation 1991.  No member may hold more than 5 proxies.

• General Meetings
• General Meetings shall be convened as and when necessary, as determined by the Executive or on written application by ten financial members.
• The business of a General Meeting shall be that determined by the Executive except for business to be conducted at an Annual General Meeting (see Clause 9(a)) or business which requires a special resolution and is to be conducted an a Special General Meeting (see Clause 9(c)).
• The notice, quorum, voting and proxy requirements for General Meetings are the same as those for Annual General Meetings and are set out in clauses 9(a) (iii), (iv), (v) and (vi).

• Special General Meetings
• Special General Meetings shall be convened as and when necessary, as determined by the Executive or on written application by ten financial members.

• A Special General meeting shall be convened where the business to be conducted will change something fundamental about the Society and hence the Act requires that it be passed by a special resolution. Such business includes:

• altering the Society’s Constitution, objects or purposes;
• changing the Society’s name;
• amalgamating with another association;
• removing a member of the Executive on a no-confidence motion;
• to wind up the Society or dispose of its property on its winding up; and
• considering a member’s appeal against a decision by the Executive to caution, expel or suspend the member’s membership 
• At least 21 days clear notice will be given to members by post, email or in such form as agreed by the Executive.
• A quorum at a Special General Meeting is ten members.
• Any decision of the members at a Special General Meeting requiring a special resolution shall be decided by at least three-quarters of those present entitled to vote and voting.
• Each member is entitled to appoint another member as proxy by notice given to the Secretary at least 24 hours before the meeting. The notice shall be in the form set out in Appendix 2 of Schedule 1 to the Associations Incorporation Regulation 1991.  No member may hold more than 5 proxies.

• Ordinary monthly meetings
• Ordinary meetings of the Society shall be held at least once a month for at least 10 months of the year. The Society may hold other activities as determined by the Executive including bonsai classes, workshops and exhibitions.
• The business of ordinary monthly meetings shall be to further the objectives of the Society through the involvement of the membership.
• There are no notice, quorum, voting or proxy requirements for ordinary monthly meetings and other activities.

10. FINANCE

• The income and property of the Society shall be applied solely towards the promotion of the objects of the Society and no part shall be paid or transferred in any manner to the members of the Society. The foregoing shall not prevent repayment to any member for expenses incurred or services rendered.
• The Society may raise funds from membership fees and other activities which support its objectives.
• The funds of the Society shall be banked in the name of the Society as soon as possible after receipt of monies. Any payments must be signed or approved by any two members of the Executive or other approved members of the Society, being members of the Society authorised to do so by the Executive.
• The Executive is empowered to expend monies to further the objectives of the Society either by decision of the Executive or members at a General Meeting. The Treasurer shall report to the General Meeting on monies received and expended.
• The Executive shall cause the financial affairs of the Society to be audited by a person who is not an officer of the Society and has not prepared or assisted with the preparation of the accounts, at least 14 days before the audited statement of accounts is required to be presented at the Annual General Meeting.

• The Executive shall prepare or cause to be prepared a statement of the Society’s accounts.

(g)       The Public Officer shall within six months after the end of the financial year (namely within six months after 31 December) lodge with the Registrar-General, the documents prescribed by section 79(1) of the Act, including the Society’s annual return, an audited statement of the Society’s accounts and a copy of the auditor’s report. 

11. MEMBER CONDUCT

• If, in the opinion of the Executive, a member has persistently refused or neglected to comply with a provision of this Constitution, or has persistently and wilfully acted in a manner prejudicial to the interests of the Society, the Executive may, by resolution, caution or expel the member or suspend their membership for a specified period.
• The Secretary must, as soon as practicable, give the member notice of the resolution and provide them with the opportunity to make written and/or oral representations to the Executive no earlier than 14 days and not later than 28 days after the notice is served. 
• If the Executive confirms the resolution the Secretary must, within 7 days of that confirmation, notify the member the resolution has been confirmed and of their right of appeal.
• The member may, within 7 days, appeal to the Society in Special General Meeting, by lodging a notice with the Secretary to this effect.
• The Executive must call a Special General Meeting of the Society within 28 days after receipt of the appeal, or as soon as possible after that date.
• At that Special General Meeting, no business other than the question of the appeal may be transacted, and the Executive and the member must be given the opportunity to make oral and/or written representations.
• The members must vote by secret ballot on the question of whether the resolution should be confirmed or revoked. If the meeting passes a special resolution in favour of the confirmation of the resolution, that resolution is confirmed.

12. AMENDMENT OF CONSTITUTION
    
    

• This Constitution may be amended by a special resolution passed by at least three-quarters of members present and voting at a duly convened Special General Meeting for which at least 21 days’ notice has been given.

(b)       An alteration of the objects or Constitution of the Society is of no effect until a notice setting out the particulars of the alteration is lodged with the Registrar-General, as prescribed by section 33(2) of the Act.  The notice must be lodged within one month of the resolution being passed.

 13. COMMON SEAL

• The common seal of the Society must be kept in the custody of the President.
• The common seal must not be attached to any instrument except by the authority of the Executive and the attaching of the common seal must be attested by the signatures of two members of the Executive.

14        INSPECTION OF BOOKS

The records, books and other documents of the Society must be open to inspection at a place in the Australian Capital Territory, free of charge, by a member of the Society at any reasonable hour.

 15. DISSOLUTION

(a)       The Society shall be dissolved in the event of the membership being less than five or a special resolution passed by at least three-quarters of members present and voting at a duly convened Special General Meeting for which at least 21 days’ notice has been given. 

(b)       A member of the Society is not liable to contribute towards the payment of the debts and liabilities of the Society or the costs, charges and expenses of a winding-up of the Society.

• If on the dissolution of the Society there remains after satisfaction of all debts and liabilities property of any kind, the same shall not be distributed among the members of the Society but shall be transferred to an organisation, nominated by special resolution of the Society, having similar objectives to Canberra Bonsai Society Inc.

16. BY-LAWS TO THE CONSTITUTION OF THE CANBERRA BONSAI SOCIETY INCORPORATED

There are no by-laws to this Constitution

[1] Clause 6(b) was amended on 6 March 2021