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This Review & Draft Constitution will stay on this page for a few months as a courtesy to its author, Noel Mc Laughlin. I refuse to get into the politics of the 3rd Cavalry Regiment (Vietnam) Association Inc, so I am staying neutral on the matter. Gavan M. Vigar, Webmaster.

 

33rd CAVALRY REGIMENT (VIETNAM) ASSOCIATION CONSTITUTION REVIEW & DRAFT CONSTITUTION

 

 

REVIEW
 

The Executive Committee

3rd Cavalry Regiment (Vietnam) Association

 

I am pleased to inform you that I have completed the review into the 3rd Cavalry Regiment (Vietnam) Association, (the Association).

 

Attached for your perusal are the following documents:

 

 

The review addressed as fully and as comprehensively as possible, the issues raised at the Association’s Annual General Meeting on Monday 2 November 2009 and issues identified in the review, subsequent to the meeting.

 

I thank you most sincerely for the opportunity to review the document in question.

I commend the report to you and welcome your comments. 

 

Yours sincerely,

Noel Mc Laughlin

4 November. 2009
 

EXECUTIVE SUMMARY

 

The review into the Constitution of the 3rd Cavalry regiment (Vietnam) Association (the Association) was conducted with particular reference to the overall effect of the Constitution and its workability.  The review also operated the assumption that the Association may, if it feels the need to do so, consider seeking seek further legal advice in respect of matters addressed in this review. 

The review found that the Constitution was silent on a number of issues which constitutes flaws in the operation of the Constitution which on their face, constitute a defect in the effective operation and governance of the Association.

The review noted that although the Constitution in its current form is a well-presented document, it had not been reviewed since it was promulgated.

The review also noted the lack of any By-laws, which are considered essential in allowing the Committee to discharge its responsibilities in a more efficient and open manner.

The absence of By-laws hampers the Committee in discharging its duties more effectively.

In addition to the Constitution, By-laws are also considered to be the machinery by which the Association maintains good corporate governance.

The review undertook a comparison of other Constitutions, By-laws and Operational Protocols from entities with similar Objects as the Association and found that these documents contained provisions which, if adapted to the Associations Constitution will greatly enhance efficient effective, transparent and accountable corporate governance.

The review noted a number of inconsistencies in the existing Constitution and argued that any re-write of the Constitution must mirror the requirements of Section 11 of the Associations Incorporation Act 1984 (NSW) (the Act), whereby an incorporated association is required by statute to follow the provisions of Schedule 1[1] to the Act.  The provisions of Schedule 1 acted as an effective checklist.  The review further noted that the current Constitution appeared to follow closely, the requirements in Schedule 1 to the Act and the Model Rules set out at Schedule 1 to the Regulations.

The review argued that any vote taken at a general meeting or AGM should include the provision of a facility whereby members may cast a proxy vote.  The review also argued that the provisions of s23 of the Act are quite specific in respect of the statutory obligation to hold scheduled meetings at the intervals specified in the legislation. 

The review concluded the most appropriate approach to making the draft Constitution more workable was by deconstructing the current draft document and re-drafting it in order to cure the defects identified in the Association’s draft and also drafting new By-laws.


 

1  BACKGROUND

 

The review of the Constitution of the 3rd Cavalry Regiment (Vietnam) Association examined the current Constitution and also addressed the issue of the need for drafting and implementing by-laws. 

The review was undertaken on behalf of the Association’s Executive Committee and was conducted on the assumption that further advice from the Association’s Legal Advisor may need to obtained in respect of any matters addressed in this review.

 

2  METHODOLOGY

The review was undertaken having regard to the following: 

The review also examined a number of documents including the Constitutions of three ACT Incorporated Associations, namely, the Returned and Services League of Australia’s National Constitution (42 pages) and By-laws (64 pages), the Australian Federal Police Chequered Ribbon Association Constitution (18 pages) and draft By-laws (26 pages); the Tuggeranong Vikings Swim Club Constitution (29 pages) and By-laws (21 pages).

The review also examined the 3rd and 4th Cavalry Regiments Association’s Constitution

(21 pages) and By-laws (17 pages)

All Constitutions examined as part of the review had been drafted and proofed by legal practitioners.

The review found that the current Association Constitution contained a number of deficiencies which of themselves alone, would operate to offend the relevant legislation and prejudice the effective, efficient, transparent and accountable corporate governance of the Association.

 

THE CONSTITUTION IN GENERAL

 

The Constitution reviewed, totalled 10 pages, incorporating a total of 18 Rules.

The drafting of the new Constitution was assisted by the fact that the majority of the current Constitution was well-written and therefore did not require any amending. 

The new draft was re-formatted in order to make it a more user-friendly document..

All Rules were re-numbered due to the insertion of new draft Rules and also involved deleting alphabetical sub-paragraphs in preference for numbered sub-paragraphs.

The insertion of sub-titles to a Rule (e.g. 3.1 General), was also undertaken in order to specifically apply to particular matters addressed in the relevant Rule in the draft Constitution.

Additionally, the provisions of Rules 4.1(1), 4.1(2) and4.1(4) (Life membership) and Rule 20(3) (Notices) were divided into separate sub-paragraphs in order to make them less unwieldy without any change to their wording. and cross-referenced.  Correction of minor typographical errors was also undertaken. 

The new draft has 15 pages, 20 Rules and Annex A to Rule 7 which is a proxy vote proforma.

 

Rule 1.1 - Interpretation

 

The review noted a lack of definitions in the current document and argued that there is a need to define specific terms within a document such as a Constitution.  The wording of all Constitutions examined clearly shows that they mirror as closely as possible the relevant legislation in terms of layout and where possible, wording.

During the review it was found that the provisions the Constitution were deficient in respect of definitions and this Rule was drafted with new definitions, as the review progressed.

A total of 10 new definitions were drafted.

In this instance the use of the term contrary intention was applied as this phrase is consistent with the wording used in all legislation.  This is due to the fact that all legislation has a spirit and intent and this is reflected in the phrase contrary intention.  Documents which mirror legislation to the fullest extent that the English language allows, are usually found to be more trouble-free than documents which do not where they can, mirror relevant law.

Interchangeability of terms.  There were a number of definitions with similar meaning, either of which could be used.  The use of whether to use either form of definition or not, could lead to confusion.  In legislation, definitions where such descriptions exist, effect is given to the use of either type of title description by incorporating the phrase both terms are interchangeable.  This enables the Association to use either form of the relevant definition as and when it suits.

 

Rule 1.2 - Act and Rules prevail

 

The provisions of this Rule are designed to ensure that the provisions of the

the Rules and By-laws are not inconsistent with the legislation and.  This Rule also acknowledge that the Act prevails in respect of an inconsistency to the extent that the inconsistency exists.  The Rule asserts the primacy of the governing Act over the Constitution and By-laws.

 

Rule 1.3 - Parties bound

 

This Rule generally mirrors most incorporate organisations’ approach to

membership and has been written to reflect the Association’s requirements in that it sets out at the very start the obligations binding on all applicants to and members of, the Association.

It also specifies that members who join the Association are agree to be bound by the Constitution and By-Laws  upon joining or upon being awarded Life or Associate membership.  This Rule complements the provisions of Rule 3.1(2) – general admission criteria and Rule 14 (Associate Membership.

 

Rule 3.1(2) - Membership (General)

 

The phrase that can be a full member was amended to read that is eligible... was amended as this particular rule addresses the eligibility criteria for admission to the Association.  It was felt that the wording inserted was more appropriate in context with what the original drafters of the current Constitution had intended.

 

Rule 3.2 - Classes of members

 

The insertion of new Rule 3.2 was considered necessary to set out in clearer detail the classes of membership which are available within the Association that are consistent with all Constitutions examined to date.  It is common ground that each class of membership has different criteria which may be met in determining eligibility.  It is also common ground that all incorporated associations do in fact, have a variety of class of membership.

Additionally, the provisions of this Rule were found to assist in clarifying what class of membership applies in certain circumstances, as all classes of membership can already be found in the relevant definitions in Rule 1.1.

 

Rule 3.2(2) - No limit on ordinary members

 

The insertion of this Rule is designed to give effect to no cap being placed on the number of ordinary members of the Association due to the potentially large membership pool of eligible applicants that still exists.

 

Rule 3.3 - Discretion of the Executive Committee

 

The insertion of this Rule was considered necessary in that it gave effect to the Executive Committee being able to exercise a power and function in having complete discretion to accept or refuse an application for Associate membership and signals to aspiring applicants the powers of the Executive Committee in that regard.

 

 

Rule 4 - Life membership

 

The insertion of new sub-rules (or sub-paragraphs) was considered necessary to give greater effect to the management of all matters relevant to the award of life membership and included examining a written submission in respect of this matter. The  submission was taken into consideration when drafting the following insertions.

 

Rule 4.1(3)

 

This rule was considered necessary to enable the Executive Committee to seek furthers and betters by way of supporting evidence in respect for all recommendations for the award of Life membership.  Due to the unique nature of Life membership and the criteria for such an award, it is considered essential to ensure the appropriate powers are enshrined for the Executive Committee to discharge its duty in relation to Rule 4.

 

Rule 4.2 - Discretion of the Executive Committee

 

The insertion of this Rule was considered necessary in that it gave effect to the Executive Committee being able to exercise a power and function in having complete discretion to accept or refuse an application for Life membership.  It is common ground that the issue of Life membership has the potential in any incorporated association to become a contentious issue.  This Rule is designed to demonstrate to members that the final authority for an award of Life membership.

 

Rule 5 - Suspension or Expulsion

 

An examination of this Rule indicated a deficiency in respect of the period of expulsion imposed on a member and on access to the privileges of association membership following a the completion of a period of suspension.  The new Rules are designed to cure that defect.

 

Rule 5(2) - Voting on readmission following expulsion

 

The provisions of this Rule have been amended to include two means by which the Association may elect to deal with the readmission of a member who has completed a period of expulsion.  The Model Rules allow for the conduct of a general meeting to address disciplinary issues (Right of appeal of disciplined member – Rule 12(4)).

 

That Model Rule specifies that no other business other than the disciplinary issue be transacted.  This is directly analogous to the  matter addressed in Rule 5(2) – readmission of an expelled member and lends itself to being adapted in respect of Rule 5(2).  The provisions of 5(2)(ii) make provision for greater flexibility in this matter by enabling members to vote on the issue by postal ballot.  Given the decentralised nature of the Association, this option has considerable merit.

 

Rule 5(3) - Return from suspension.

 

Consistent with other organisations; where a term of suspension is imposed, al rights and privileges previously enjoyed by a suspended person were reinstated at the completion of the period of suspension.

 

It follows that, where a member of the Association has completed a period of suspension imposed by the Executive Committee, that member is entitled to automatic restoration of all rights and privileges of members hip had the member not been suspended.  This is consistent with the doctrine of procedural fairness (natural justice) and also complements transparent and accountable corporate governance

 

Rule 5(4) - Period of expulsion.

 

The period of expulsion is a nominal figure and it is open to the Committee as to the period  it wishes to impose.  It follows that, at the end of a period of expulsion, application for readmission in the manner stipulated would be closely examined, having regard to the nature and seriousness of the misconduct which warranted expulsion in the first instance.

 

Rule 7 - General Meetings & Voting

 

The current Constitution is completely silent on the issue of proxy votes and this is considered to constitute a defect in the administration of the Association’s affairs.

 

This Rule has been divided and new Rules – Rule 7.1and Rule 7.2, inserted.

 

Rule 7.1 - Voting

 

This new Rule makes provision for the use of proxy votes and is tied to the issue of re-election of office-bearers in particular the President, discussed later in this review.

The provisions of 7.1 mirror the provisions set out in Schedule 1 to the Regulations (the Model Rules).  The Annex - ANNEX A to Rule 7 has been designed mirroring the form of words for proxies found in the Model Rules.  It has been designed to enable it to be posted on the association’s website to allow members to download, complete and sign and post off as and when required.  This promotes improved access by members to having their vote recorded at any meeting held by the Association – enhancing good corporate governance.

The issue of proxies is also tied to the frequency of meetings held by the Association.

The current practice of the Association is to hold an AGM every three (3) years.

The reasons for this are reasonable in the circumstances.  However, a difficulty arises in holding an AGM at this interval in that it is inconsistent with s26 of the Act which states:

 

26 Annual general meeting

(1) Subject to subsection (2), an incorporated association shall, at least once in each calendar year and within the period of 6 months after the expiration of each financial year of the association, convene an annual general meeting of its members.

(2) An incorporated association shall hold its first annual general meeting:

(a) within the period of 18 months after its incorporation under this Act, and

(b) within the period of 6 months after the expiration of the first financial year of the association.

 

The spirit and intent of the legislation is clear in that a duty is owed to ensure the affairs of the Association are discussed and votes on at intervals specified by law.  Simply put, the Act mandates meetings are to be held as specified in s26.

 

There are provisions that allow for the extension of time and are set out in s26 vide s26(3)(b); viz

 

(3) The Director-General may, on application (accompanied by the prescribed fee) being made by the public officer of the incorporated association concerned, subject to such conditions as the Director-General thinks fit:

(a) extend the period of 6 months referred to in subsection (1) or the period of 18 months referred to in subsection (2), or

(b) permit an annual general meeting to be held in a calendar year other than the calendar year in which it would otherwise be required by subsection (1) to be held.

 

Discussions with a member of the Association[3] confirm that the provisions of s26(3)(b) are to be used as a one-off and are not designed to be applied on a regular basis.

 

Advice was also received to the effect that all that is required for the Association to conduct an AGM is a quorum and that proxies can form part of that quorum which will enable the Association to conduct an AGM every 12 months instead of every 3 years consistent with the legislation. 

Failure to comply with the legislation may place the Association at risk of becoming deregistered and have to apply for re-incorporation all over again.  It follows that the association owes a statutory duty to comply with the legislation.

In order that the Association not be placed at risk of losing its incorporated status, it is considered that the use of proxies be vigorously promoted in order that all members have the capacity to exercise their democratic right to vote.

 

7.2 - Proxies

 

The provisions of this Rule mirror the provisions of the relevant Model Rules and complement Rule 7.1.  The legislative authority to use proxies is considered to be beneficial in nature and is something the Association needs to consider as a matter of urgency.

 

Rule 8 - Committee & Voting

 

There are three new inclusions in this Rule, of which Rule 8(2) mirrors the provisions of Rule 14(3) of the Model Rules.  Additionally the review noted that the Model Rules specify

4 office bearers (including vice-president) and 3 ordinary members (totalling 7 Executive Committee members)  whereas the provisions of the Current Constitution specifies 3 office-bearers (no vice-president) and 5 ordinary members, totalling 8 Executive Committee members.  It is generally accepted practice to have a Committee comprise an uneven number of members. 

It is recommended that consideration be given to having the position of Vice-President created.  The creation of this office will enable a succession plan to be put in place for an office-bearer to act in the president’s absence and also assist the other Office-Bearers in conducting the business of the Association.

The current Constitution places an absolute prohibition on a President standing for re-election at the end of his 12-month tenure.  This is an issue that has created increasingly significant dissatisfaction and frustration among members and has left members feeling disenfranchised. 

The exclusionary provisions in relation to re-election of a President are on any view, harsh, unreasonable and oppressive.  The exclusionary provisions act as a fetter to good governance of the Association and are inconsistent with the practice of open and accountable governance by the Association.

The provision also severely inhibits the Association from retaining the services of any person in this office who has and continues to display, good management and leadership capabilities to drive the affairs of the Association.  It places a further burden on the Association’s leadership to find a suitable replacement. 

Most importantly it has created the perception that the appointment instead of the election of a President and office-bearers is carried out behind closed doors to the exclusion of all grass-roots members.  Such a perception can potentially adversely affect members’ confidence in the effective, open and accountable management of the Association’s affairs. 

The ability of the Association’s members to exercise their democratic right to vote is seen to give members ownership of the Association’s affairs through the nomination and election process – a right that is extended to members of other incorporated associations including ESOs.

 

Rule 8(2)

 

The operative phrase in Rule 8(2) is Each member of the Committee – holds office for the relevant term –one year, but is eligible for re-election.  The term but in this sense means yet.[4]  It follows that, an entitlement exists for a President or other Committee member to re-nominate for election and subject to the wish of the membership, he or they may be re-elected or not, according to the votes.

 

Rule 8(3)

 

Consistent with some incorporated associations, a limit on the  number of times a member may stand for president in consecutive years is considered appropriate.  Therefore, a provision  capping this at three (3)years has been inserted.

 

Rule 8(4)

 

This Rule allows a former President to re-nominate for election after a minimum period of two (2) years out of the office.  This enables Association members to identify and nominate other members for President.  It also allows any person with significant management and leadership abilities to re-nominated again after  the expiration of the two-year rule.

 

Rule 15 - Ex Officio members (sub-committees)

 

This is a new Rule.

There may exist form time to time, a need for the Association to form sub-committees  to assist the executive Committee to discharge its duties appropriately. 

This Rule gives the Committee the power to appoint ordinary members to a sub-committee to do all things reasonably necessary as a sub-committee, and to report to the Executive Committee as required.  Ex officio members attend Executive Committee meetings only as required but are ineligible to vote at Executive Committee meetings.

The provisions of this Rule enables the Executive Committee to confer delegated authority to any sub-committee it forms.

 

Rule 16 - Powers and Duties of Sub-committees

 

This is a new Rule. 

The provisions of this rule set out the powers and duties of sub-committee members and is the delegated authority for a sub-committee to exercise a power and a function as a

sub-committee on behalf of the association.

 

CONCLUSION

 

The conclusion is, the current Constitution while deficient in a number of material particulars, did to a certain extent comply with the legislation with the exceptions discussed in this report. 

The deficiencies found during the review have been addressed and the new draft is now considered to be a stronger document in a number of areas, particularly in respect of natural justice issues in respect of suspension,, expulsion and re-election issues. 

The changes to the draft Constitution enhance and improve the document’s effectiveness as a working Constitution and will assist in greater and more transparent and accountable management of the Association’s affairs.  It will also greatly enhance the Association’s capacity to meet the minimum standards set out in the Act and Regulations. 

I commend the changes to the Executive Committee.

 

Noel Mc Laughlin

4 November, 2009


 

DRAFT CONSTITUTION

 

 

1       NAME

 

The name of the Association is the 3rd CAVALRY REGIMENT (VIETNAM) ASSOCIATION (the Association).

 

1.1  Interpretation

 

Unless the contrary intention appears:

 

The term Association has the same meaning as 3rd Cavalry Regiment (Vietnam) Association.  Both terms are interchangeable.

 

The term Act means the Associations Incorporation Act 1984 (NSW), (the Act).

Both terms are interchangeable.

 

Ex officio Members means those members who have been appointed with the Committee’s approval to the Committee without election.

 

The term must has the same meaning as shall.  Both terms are interchangeable.

 

The term should refers to something that is strongly recommended and is considered to be best practice.

 

Committee means the Executive Committee of the Association elected or appointed, as the case may be and includes Committeemen.

 

The term Committeeman or Committeeperson refers to an ordinary member of the Association who is elected to the Executive Committee or who is appointed fill a casual vacancy on the Executive Committee.  Both terms are interchangeable

 

The term member applies to Ordinary Members, Life Members and Associate Members of the Association.

 

The term office bearers applies to the President, Secretary and Treasurer of the Association.

 

The term ordinary member means a registered financial member of the Association and includes the class of member referred to Rule 3.2.

 

1.2    Act and Rules prevail

 

(i)          Where an inconsistency between the Act and these Rules exists, the Act shall apply only to the extent that the inconsistency exists.

 

(ii)         Where an inconsistency between the By-laws and these Rules exists, the Rules shall apply only to the extent that the inconsistency exists.

 

(iii)        Where these Rules or the By-laws are silent on any matter, the Act shall apply.

 

1.3    Parties Bound

 

Under the provisions of these Rules, each person who applies to be admitted as an ordinary member or associate member or upon whom Life Membership is conferred, shall be deemed to have agreed to be bound by the provisions of this Constitution and By-laws.

 

2       OBJECTS

 

The objects of the Association are set out hereunder.

 

(1)        To encourage amongst members a spirit of national loyalty and to perpetuate a sense of comradeship within the community such as was obtained in the Australian Armed Forces during the Vietnam Campaign.

 

(2)        To participate as a representative body of the Vietnam Campaign in remembrance services and other such memorial services that may be held.

 

(3)        To unite members of the Association for their mutual benefit.

 

(4)        To encourage the physical, social, intellectual and general advancement of the members of the Association and their dependants.

 

(5)        To do all such other lawful things as may promote the objects of the Association.

 

(6)        To ensure that those that fell in Vietnam are remembered and that the Campaign does not fall into obscurity.

 

3       MEMBERSHIP:

 

3.1    General

 

(1)        Any person who served in Vietnam during the 1966 to 1972 Vietnam Campaign as a posted member of 1 Troop, A Squadron 4th/19th Prince of Wales's Light Horse, 1 APC Troop, 1 APC Squadron, A Squadron 3rd Cavalry Regiment, B Squadron 3rd Cavalry Regiment, (hereafter referred to as The Regiment) or was officially attached to these units, shall be eligible for membership, irrespective of the duration of service.

 

(2)        The wife, husband, partner, children or next of kin of any person that is eligible to be a full member vide Rule 3, sub-paragraph (1), are eligible to become Associate Members of the Association, and will be governed by the Rules of the associate membership.

 

 

 

 

 

 

(3)        Application for membership shall be made in writing signed by the applicant and shall be signed by the member who is nominating the applicant and by the member who is seconding the application and shall contain a declaration that the applicant, if admitted as a member, agrees to be bound by the constitution and Rules of the Association and shall be in such form and contain such particulars as the Committee from time to time prescribes.

 

(4)        The application for membership shall be submitted to the Executive Committee for perusal and subsequent approval by a majority vote of the Executive Committee.

 

(5)        The Secretary shall keep a record of the names of the members of the Executive Committee present and voting at such Meetings and names of the candidate elected.

 

(6)        Membership of approved applicants shall become effective on payment of the Annual subscription.  Upon payment the Secretary shall enrol such member in the register of members of the Association.

 

(7)        The rights and privilege, of every member shall be personal to himself, and shall not be transferable by his own act or by operation of the law and no member shall be entitled to exercise the rights and privileges of a member unless all money due by him to the Association has been paid.

 

(8)        Any member may withdraw from the Association by giving notice of his resignation to the Secretary and upon acceptance of his resignation by the Committee shall cease to be a member.

 

(9)        A person shall cease to be a member if he fails to pay his subscription in accordance with this constitution.  Consequently he shall forfeit all right to and claim upon property and funds to which as a member, he may have been entitled.

 

(10)     Any person who shall cease to be a member of the Association shall nevertheless remain liable, for and shall pay to the Association all money, which at the time of ceasing to be a member may be due by him to the Association.

 

(11)     A register of members of the Association shall be kept by the Secretary and shall be available for inspection by any member.  The register shall state the names in full and addresses of all members of the Association and the date of the payment by each member of his subscription.

 

3.2    Classes of Members

 

(1)        The membership of the association consists of the following classes of members—

 

(i)          ordinary members;

(ii)         life members; and

(iii)        associate members.

(2)        The number of ordinary members is unlimited.

 

(3)        Life membership of the Association may be awarded in a manner approved by the Executive Committee to any ordinary member who has made a significant contribution to the Association.

 

(4)        Associate membership of the Association may be granted in a manner approved by the Executive Committee to persons who, whether or not they are then members of the Association, are in a position to assist the Association in carrying out one or more of its objects and who provide such assistance.

 

3.3    Discretion lies with the Executive Committee

 

The Executive Committee has the discretion absolutely to approve or refuse a nomination for associate membership of the Association.

 

4       LIFE MEMBERSHIP:

 

4.1    General

 

 

(1)        A life member shall be an Association member who in the opinion of the Executive Committee has rendered special or noteworthy service to the Association.

 

(2)        A member who is elected a life member at an Annual General Meeting of the Association by a majority of three fourths of those persons present and voting thereat, provided that not more than two life members are elected each year.

 

(3)        An ordinary member may nominate any other member of the Association who is not an Associate members for Life membership of the Association.  A nomination for life membership must be accompanied by supporting evidence in respect of a nomination for Life membership.

 

(4)        A life member shall be exempt from payment of subscriptions and shall be entitled to all the rights, duties and privileges of a financial member.

 

4.2    Discretion lies with the Executive Committee

 

The Executive Committee has the discretion absolutely a to approve or refuse a nomination for Life membership of the Association.

 

 

 

 

 

 

 

 

5       SUSPENSION OR EXPULSION

 

(1)        A member may be expelled from membership of the Association by the Executive Committee, if in the opinion of the Executive Committee, after affording such member an opportunity of offering the Executive Committee an explanation of his conduct, either verbally or in writing as the Executive Committee may decide, the conduct of the member is such as to be detrimental to the best interests of the organisation.

 

(2)        A member who has been expelled or who has resigned from membership of the Association shall be readmitted as a member only in accordance with the provisions of the Rules for the election of members.  The readmission of a member to the Association must be carried out by:

 

(i)  a secret vote of the members present at a general meeting: or

(ii) by postal ballot.

 

(3)        A member who has been suspended from the Association is entitled to the rights and privileges of a financial member of the association at the conclusion of the member’s period of suspension.

 

(4)        The Executive Committee has the power to impose a specific period of expulsion on a member who has been expelled from the Association.  The period of expulsion shall not exceed a period of three (3) years from the date of expulsion.

 

6       SUBSCRIPTION

 

(1)        The amount of Annual subscriptions shall be such as shall from time to time be prescribed by the Executive Committee.  The Executive Committee may remove from the register of members any member whose subscription is unpaid at the expiration of twelve months from the date upon which it became due.

 

(2)        Members who are in receipt of a Department of Veterans Affairs Totally Permanently Incapacitated (TPI) Pension shall be exempt from paying an Annual subscription.

 

7       GENERAL MEETINGS &VOTING

 

7.1    Voting

 

(1)        A member may take part and vote in a general meeting in person, or by proxy.

 

(2)        On any question arising at a general meeting of the association a member has one vote only.

 

(3)        All votes must be given personally or by proxy but no member may hold more than 5 proxies.

 

(4)        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.

 

(5)        A member or proxy is not entitled to vote at any general meeting of the association unless all money due and payable by the member or proxy to the association has been paid, other than the amount of the annual subscription payable in respect of the then current year.

 

7.2    Proxies

 

(1)        Each member is to be entitled to appoint another member as 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.

 

(2)        The notice appointing the proxy is to be in the form set out in ANNEX A to these Rules.

 

(3)        A proxy must be a member of the Association.

 

(4)        The instrument appointing a proxy is taken to confer authority to demand or join in demanding a secret ballot.

 

7.3    General

 

(1)        A General Meeting shall he held once every month at such time, and place as may be determined by the Executive Committee, otherwise the Executive Committee may meet together for the dispatch of business, adjourn and otherwise appoint and regulate its Meetings as it thinks fit.  The President may at any time and the Secretary on the requisition of any two members of the Executive Committee summon a Meeting of the Executive Committee.

 

(2)        An Annual General Meeting must be held on the 25th of April (ANZAC DAY) each year and no more than twelve months after the preceding Annual General Meeting.

 

(3)        At least seven days notice of such Meeting, stating the nature of the business shall be given by notice sent by post to members, by public notice inserted in local newspapers or the notice inserted in the March copy of the newsletter “SITREP”.

 

(4)        The quorum for a General Meeting (unless Rule 9(4) applies) shall be not less than fifteen financial members or ten percent of the financial membership (whichever shall be the less) and no business shall be transacted at any General Meeting unless a quorum of members is present when the Meeting proceeds to business.  No member shall be entitled to be present or vote at any Meeting of the Association or to be elected to any office unless he is currently a financial member at the time of such Meeting.

 

(5)        The President shall be entitled to take the chair at every General Meeting.

 

(6)        If the President is not present within fifteen minutes after the time appointed for holding the Meeting or is unwilling to act then a member of the Executive Committee shall act as Chairman.  If no member of the Executive Committee is present within fifteen minutes after the time appointed for holding the Meeting or if no member of the Executive Committee is willing to act then an ordinary member as the Meeting shall determine shall act as Chairman.

 

(7)        If within thirty minutes from the time appointed for a General Meeting a quorum is not present then the Meeting shall stand adjourned until the next General Meeting.

 

(8)        If at the adjourned General Meeting a quorum is not present within thirty minutes of the time appointed the members present shall be a quorum.

 

(9)        The Chairman may with the consent of any Meeting at which a quorum is present (and shall if so directed by the Meeting), adjourn the Meeting from time to time and from place to place but no business shall be transacted at any adjourned Meeting other than the business left unfinished at the Meeting from which the adjournment took place.

 

(10)  Every question or motion submitted to a General Meeting shall be decided in the first instance on voices or if the Meeting determines by show of hands and in the case of equality of voices the Chairman shall both on show of hands and on a poll have a second and casting vote.

 

(11)     At any General Meeting unless a poll is determined by the Chairman or by at least five members present and entitled to vote at the Meeting a declaration by the Chairman that a resolution has been carried or carried by a particular majority or lost or not carried by a particular majority and an entry to that effect in the minute book of proceedings of the Association shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

 

(12)     If a poll is duly demanded it shall be taken in such manner and at such time and place as the Chairman of the Meeting directs and either at once or after an interval or adjournment and the result of the poll shall be deemed to the resolution of the Meeting at which the poll was demanded.  The demand for a poll may be withdrawn at the Meeting at which the demand was made a poll may be taken by voting papers.

 

(13)     A poll demanded on the election of a Chairman or on the question of adjournment shall be taken forthwith.

 

(14)     The demand for a poll shall not prevent the continuance of a Meeting for the transaction of any business other than the question on which a poll has been demanded.

 

 

 

 

8       COMMITTEE & VOTING

 

(1)        The business and affairs of the Association and the custody and control of its funds shall be managed by an Executive Committee of eight members consisting of; President, Secretary, Treasurer, and 5 ordinary members all of whom shall be elected pursuant to these Rules.

 

(2)        Each member of the Committee is, subject to these Rules, 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.

 

(3)        A member who is elected president of the Association may serve for a period not exceeding three (3) consecutive years.

 

(4)        A person who has served as President of the Association for three (3) consecutive years may re-nominate for that position only after having been absent from the position of President for a period of not less than two (2) years.

 

(5)        The Executive Committee of the Association shall be elected at the Annual General Meeting and shall remain in force until the next Annual General Meeting.

 

(6)        The General body of members shall elect the Executive Committee at an Annual General Meeting from persons nominated as follows:

 

(i)  All nominations for offices of members of the Executive Committee shall be in writing, signed by a proposer and the nominee and shall state the office, or offices for which the nominee is nominated.

 

(ii) Nominations shall close at the General Meeting prior to the Annual General Meeting with all nominations being in the hands of the Secretary at the commencement of the Meeting.

 

(iii)                Nominations for positions on the Committee shall be published in the March newsletter “SITREP” prior to the Annual General Meeting held on the 25th of April for consideration by the Members.

 

(7)        If the number of candidates nominated is less than the number required to be elected the candidates nominated shall be declared elected at the Annual General Meeting and the members present may propose and second orally candidates (who shall personally consent to nomination) to fill any vacancies.

 

(8)        If the number of candidates nominated for one or more of the offices on the Committee exceeds the number required to be elected voting shall take place by ballot and for that purpose the members shall appoint two Returning Officers at the General Meeting prior or during the Annual General Meeting.

 

(9)        In the event of equality of votes being recorded for two or more candidates the Returning Officers shall place in a hat the names of the candidates having an equality of votes and shall draw from the hat the names of the necessary number of persons to fill the vacancy and such persons shall be declared elected.

 

(10)     The Returning Officers shall report the result of the ballot to the Chairman of the Annual General Meeting who shall declare the same at the Meeting.

 

(11)     An election by ballot for members of the Executive Committee shall otherwise be conducted in such a manner as may be determined by the Executive Committee.

 

(12)     Retiring members of the Executive Committee shall be eligible for re-election.

 

(13)     The Executive Committee may fill any casual vacancy occurring among Committeemen.  Any person so chosen shall retain office until the next Annual General Meeting of the Association.

 

(14)     The continuing Committeepersons may act notwithstanding any vacancy in their body but if and so long as their number is reduced below a majority of the original elected members the continuing Committeepersons may act for the purpose of increasing the number of Committeepersons or summoning a General Meeting of the Association but for no other purpose.

 

(15)     The offices of Committeeperson shall be vacated if the Committeeperson:

 

(i)  Resigns their office by notice in writing to the Executive Committee.

 

(ii) Fails without leave of absence to attend Meetings of the Executive Committee for a period of three calendar months and the Executive Committee resolves that their Office be vacated.

 

(iii)                Ceases to be a member of the Association (death); or

 

(iv)               In the opinion of the Executive Committee, has been guilty of conduct unbecoming a member of the Association or detrimental to the reputation and interest of the Association.

 

9       PROCEEDINGS OF THE EXECUTIVE COMMITTEE:

 

(1)        The Executive Committee shall meet once in each calendar month for the transaction of business and a record of all members of the Committee present and of all voting and minutes of all resolutions and proceedings of the Committee shall be entered in a minute book.

 

(2)        The President shall preside at every Meeting of the Executive Committee or if at any Meeting he is present.

 

(3)        Members present may elect a member of the Executive Committee as Chairman if the President is not present or is unwilling to act as Chairman.

 

(4)        The quorum for Meetings of the Executive Committee shall consist of a majority of the elected members personally present.

 

(5)        The Secretary shall call a Special Meeting of the Executive Committee at the request in writing of the President or at the request in writing four members of the Executive Committee and shall be hold within a period of one month from the date of receipt of their request. The request shall state the reason for calling a Special Meeting of the Executive Committee.

 

(6)        Questions arising at any Meeting of the Executive Committee shall be decided by a majority of votes and in the case of an equality of votes the Chairman shall have a second or casting vote.

 

(7)        The Executive Committee may delegate any of its powers to a Sub-committee consisting of members of the Association as it thinks fit. The President shall be an ex-officio member of all such Sub-committees.  Any Sub-committee so formed shall in the exercise of its powers so delegate and conform to any regulations that may from time to time be imposed on it by the Executive Committee.

 

(8)        The Meetings and proceedings of any such Sub-committee consisting of two or more members shall be governed by the provisions herein contained for regulating the Meetings and proceedings of the Executive Committee so far as the same are applicable thereto and are not superseded by any regulations made by the Executive Committee.

 

(9)        All acts done by any inciting of the Executive Committee or by any Sub-committee or by any person acting as a Sub-committee not withstanding that it shall afterwards be discovered that there was some defect in the appointment of such a Executive Committee or Sub-committee or person acting as aforesaid or that they or any of their were disqualified shall upon ratification by the Executive Committee be as valid as if every such person had been duly appointed and was qualified to he a member of the Executive Committee or Sub-committee.

 

10     POWER AND DUTIES OF THE EXECUTIVE COMMITTEE:

 

(1)        The business and affairs of the Association and all its funds, property, assets and rights shall be managed by the Executive Committee who may exercise all such powers of the Association as are not by those Rules required to be exercised by the Association in General Meeting subject nevertheless to these Rules.

 

(2)        The Executive Committee may from time to time make By-laws for the conduct of the business and affairs of the Association.


 

11     ACCOUNTS AND AUDIT

 

(1)        The financial year of the Association shall commence on the first day of April in each year and shall end on the thirty first day of March in the following year.

 

(2)        The Executive Committee shall cause accounts and books to be kept showing the true financial affairs of the Association.

 

(3)        The accounts shall be kept by the Treasurer (or in the case of a registered office being established at that place) or at such other place as the Executive Committee shall think fit and shall at all times be open for inspection by any Committeeperson elected auditors and members of the Association in the circumstances as directed and authorised by the Executive Committee.

 

(4)        The Executive Committee may from time to time direct whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Association or any of them shall be open to the inspection by the members.

 

(5)        Subject to Rule 11(6) hereunder a panel of auditors of at least one person but no more than three. Persons shall he elected at the Annual General Meeting for the ensuing year from the members of the Association. No member of the Executive Committee shall he eligible for nomination.

 

(6)        Nominations for the panel of auditors shall be called for at the Annual General Meeting. All nominations shall be proposed orally.

 

(7)        In the alternative to the provisions contained in Rule 11(5) a qualified auditor shall be appointed.

 

(8)        The panel of auditors or qualified auditor shall examine all accounts, vouchers, receipts, and books of account and furnish to the members at the Annual General Meeting a report, duly signed by the panel of auditors or auditor and the Treasurer.

 

(9)        A copy of the Audited Financial Statement shall be sent by post to all financial members annually or inserted in the June newsletter “SITREP”.

 

12     NON-POLITICAL AND NON-SECTARIAN ACTIVITIES

 

(1)        The Association shall not officially associate, attend or take part in any political or sectarian gathering or meetings.  This Rule shall not apply to any service or returned service parades, funerals, dedications, commemorative or memorial services, involving ceremonies or functions of like nature.

 

(2)        No member, invited guest or any other person shall introduce any political or sectarian question at a electing of the Association which, in the opinion of the Chairman is calculated to excite party political or sectarian feelings.

 

(3)        Each member shall at all Meetings he is entitled to attend be entitled to one vote only except as otherwise provided for in these Rules.

 

13     ALTERATION OF THE CONSTITUTION

 

(1)        This constitution may be amended by resolution passed by a majority of the members present at any General Meeting at which notices specifying an intention to propose such resolution has been duly given.

 

(2)        Provided that the Corporate Affairs Commission of New South Wales shall be notified of the amendment and such amendment shall not be effective unless the Corporate Affairs Commission of New South Wales indicated approval to such amendment being made.

 

14     ASSOCIATE MEMBERSHIP

 

14.1  General

 

(1)        A person accepted as an Associate member vide Rule 3 of this Constitution will be governed by the following sub-paragraphs.

 

(2)        Associate members will be bound by all laws and By-laws of this Constitution as if full members.

(3)        Associate members cannot hold or be nominated for the position of President, Secretary, or Treasurer but may hold or be nominated for an Executive Committee or sub Committee position.

 

(4)        Associate members cannot vote, propose or second motions at Meetings.

 

(5)        An Associate member that is nominated and approved as a life member will be deemed to have the full rights of a full member providing they meet the requirements of Rule 4 of this Constitution.

 

(6)        Fees of Associate Membership will be determined by the Executive Committee and will be governed by Rules 7 and 8 of this Constitution.

 

15     EX OFFICIO MEMBERS (SUB-COMMITTEES)

 

(1)        The Executive Committee may, from time to time and as the case may be, appoint any Ordinary Member or Associate Member of the Association as ex officio members of the Committee to assist the Committee to do all such things as appear to the Committee to be necessary or reasonable for the proper management of the affairs of the Association.

 

(2)        An ex officio Committee member who is not an Executive Committee member, is ineligible to vote at any Committee meeting.

 

(3)        Any act or thing done by an ex-officio member acting in the exercise of a delegation under this Rule has the same force and effect as it would have if it had been done or suffered by the Committee.

 

(4)        Nothing in this Rule shall prevent the appointment of any  member of the Association to act in any ex-officio capacity, other than those positions specified in Rule 8(1) above.

 

16  POWERS AND DUTIES OF SUB-COMMITTEES

 

(1)        The business of the Association shall be managed by and vested in the Executive Committee.

 

(2)        The Committee shall have the power to delegate from time to time any of its powers to such Sub-committees as it thinks fit.  Any such Sub-committee shall consist of at least one Office Bearer of the Association and such other persons as it may determine.  The President shall be ex officio a member of any such

Sub-committee.

 

(3)        The powers and duties delegated to such a Sub-committee shall be those terms and conditions as the Office -Bearers and Committeemen may determine.

 

(4)        Any act or thing done by a Sub-committee acting in the exercise of a delegation under this Rule has the same force and effect as it would have if it had been done or suffered by the Committee.

 

(5)        A Sub-committee may meet and adjourn as it thinks proper.

 

17     FUNDS

 

(1)        All monies received by the Association shall be deposited intact at the earliest possible date to the credit of the Association's bank account.  Receipts for monies received shall also be issued promptly.

 

(2)        All payments in excess of $10.00 made, by the Association shall be paid by cheque signed by any two of the following; President, Secretary. Treasurer.

 

18     AUTHORISATION OF ACCOUNTS

 

All accounts shall be presented by the Treasurer to and passed for such payment at an Executive Committee Meeting, and full details of such approvals shall he entered in the minute book.

 

 

 

 

 

 

 

 

19     WINDING UP OR DISSOLUTION OF THE ASSOCIATION

 

(1)        The Association shall be dissolved in the event of membership less than eleven persons or upon the vote of a three-fourths majority of members present at a special General Meeting convened to consider such question.

 

(2)        Upon a resolution being passed in accordance with sub-paragraph (1) of this Rule, all assets and funds of the organisation on hand shall after payment of all expenses and liabilities be handed over to such registered or exempted charity or charities as a simple majority of the members at a special general meeting may decide.

 

20     NOTICES

 

(1)        Notice may be given to any member either personally or by sending it by post to him at his address registered with the, Association or if he has no registered address to the place of abode of the member last known to the Executive Committee.

 

(2)        Where a notice is sent by post, service shall be deemed to have been effective at the expiration of 48 hrs after the time of posting.

 

(3)        Notice to the Association or its Executive Committee may be given by leaving any notice personally with the Secretary or by sending the same by pre-paid registered post to the address of the Association from time to time.

 

(4)        The accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by a member shall not invalidate the proceedings of the meeting to which it refers.

 

 


 

 

ANNEX A TO RULE 7

 

An instrument appointing a proxy must be in writing and be in the following or similar form:

 

3rd CAVALRY REGIMENT (VIETNAM) ASSOCIATION

 

FORM OF APPOINTMENT OF PROXY

 

I, (full name):  .......................................................................................................................

 

Of (full address):

 

................................................................................................................................................

 

................................................................................................................................................

 

Being a member of the 3rd Cavalry Regiment (Vietnam) Association)

 

hereby appoint:

 

(Full name of proxy):  ...........................................................................................................

 

Of (Full address): 

 

................................................................................................................................................

 

................................................................................................................................................

being a member of that incorporated association, as my proxy to vote for me on my behalf at the general meeting of the association (annual general meeting or special general meeting, as the case may be) to be held on the

 

..............................day of, .............................................., 20

 

and at any adjournment of that meeting.

 

 

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

Note: * To be inserted if desired.

Signature of member appointing proxy ................................................................................

Date .....................................................

Note:  A proxy vote may not be given to a person who is not a member of the association.