MEETINGS START AT 7:30PM
THE FREMANTLE AND DISTRICTS PHILATELIC SOCIETY (INCORPORATED
Adopted at Extra-ordinary Meeting
12th December 2018
The name of the Association is The Fremantle & Districts Philatelic Society (Incorporated), hereinafter referred to as the “Society”.
2. OBJECTS OF THE SOCIETY
The objects of the Society shall be:
(i) To bring together people interested in postage and revenue stamps and any other philatelic items.
(ii) To further the art, science, education, scholarship and study of philately, postal history and to promote knowledge by discussion of all matters pertaining to philately and to further its study by means of papers, articles and displays of collections and specimens.
(iii) To provide members facilities and opportunity to exchange stamps and /or philatelic items.
(iv) To provide philatelic literature for the use of members.
3. POWERS OF THE SOCIETY
Subject to the Associations Incorporations Act, (the Act) the Society may do all things necessary or convenient for carrying out its objects or purposes in a lawful manner. In particular the Society may:
(i) Acquire, hold, deal with and dispose of any real or personal property.
(ii) Open and operate bank accounts.
(iii) Invest its money.
(iv) Appoint agents to conduct business on its behalf.
(v) Enter into any contracts the Society considers necessary or desirable.
4. NOT FOR PROFIT
4.1 The property and income of the Society must be applied solely towards promoting the objects or purposes of the Society.
4.2 No part of the property or income may be paid or otherwise distributed, directly or indirectly, to any member, except in good faith in promoting those objects and purposes.
4.3 A payment may be made to a member out of the funds of the Society if it has been authorised by the Executive Committee and is:
i) The reimbursement of reasonable expenses properly incurred by the member on behalf of the Society.
ii) Payment in good faith to a member as reasonable remuneration for any services provided to the Society or for goods supplied to the Society in the normal course of business.
5.1 Membership of the Society shall be available to Seniors (over 18 years of age) or Juniors (under 18).
5.2 All candidates for membership must be proposed and seconded by two individual members of the Society.
5.3 Should an applicant not be known personally to any two members then such application shall be investigated and considered by the Executive Committee who shall decide whether to propose the candidate.
5.4 At the time of application the proposed member must pay the Nomination fee
(as resolved by the Executive Committee from time to time) and the annual subscription fee as determined by the members at the AGM.
5.5 The application will be announced at a General Meeting of the Society.
Any objection must be notified to the Executive Committee who will consider the application and announce the result at the next General Meeting
If approved the applicant becomes a member on that date.
5.6 Any rejected candidates shall have the right of appeal to the Executive Committee. The appeal must be submitted to the Secretary in writing and read by the Secretary at the following General Meeting and opened for comment.
The Executive Committee shall at its next meeting vote on the appeal.
5.7 Each new member shall receive a copy of the Constitution as amended.
5.8 Life membership may be awarded to any member who has served the Society by long and meritorious service.
Elevation of a member to Life Membership must be voted on at the Annual General Meeting.
Such members shall be entitled to attend Society meetings with voting rights and shall receive an invitation to all official Society functions.
Life members are not required to pay annual subscriptions.
5.9 The Executive Committee may confer Honorary Membership on any non member who they consider has been of material benefit or assistance to the Club and its aims.
Such Honorary Membership expires at the end of the financial year in which it was granted.
Honorary members do not have the right to vote.
5.10 Any valid member shall have the right, by giving 7 days notice to the Secretary, to have made available for inspection, all records and documents relevant to the Society’s operation.
5.11 Privileges of membership of the Society:
i) Senior Members shall be entitled to attend, speak and vote at all meetings. ii) Senior Members are entitled to vote on the election of officers at the Annual General Meeting.
iii) Junior members shall be entitled to attend and speak but not vote at any General Meeting.
iv) Junior members may at the discretion of the Executive Committee participate in the exchange circuit.
v) All members are entitled to attend all functions of the Society.
6. MEMBERS RESIGNATION, SUSPENSION OR EXPULSION
6.1 A member may resign by giving one months notice to the Secretary.
6.2 No refund of subscription will be made except by resolution of the Executive Committee.
6.3 All financial obligations to the Society and outstanding stamps purchased from the circuit books must be settled within that month..1 A member may resign by
6.4 A member may be reprimanded, suspended or expelled if their conduct is considered detrimental to the Society.
6.5 The Executive Committee shall inform the member in writing before deciding on suspension or expulsion stating the reason for the proposed suspension or expulsion.
6.6 Any member upon whom a reprimand, suspension or expulsion is proposed shall have the right to appeal before the next Executive Committee meeting, within 21 days of the receipt of the decision, stating reasons why they should not be so reprimanded, suspended or expelled.
6.7 Validity of Membership. Members of the Society must have paid their full fees for the current year within two (2) months of them becoming due.
After such period the Secretary shall inform any unfinancial member in writing of their impending removal from the Register of Members. If full fees are not tendered immediately, at the next Executive meeting a resolution may be passed to remove the member from the Register of Members.
7. REGISTER OF MEMBERS
7.1 The Secretary, on behalf of the Society, shall keep an up to date register of the names and residential, postal or e-mail addresses of all members.
7.2 If a membership is terminated, the Secretary shall remove the name and address details of that member from the register.
7.3 Members must inform the Secretary of any change to details as soon as possible.
Absence from home should be reported to the Circuit Secretary at the earliest possible date.
7.4 The Register shall be made available to members for inspection upon request with the following conditions:
i) A member may make a request in writing for a copy of the Register.
ii) The Executive Committee may require a member who requests a copy of the Register to provide a statutory declaration setting out the purpose of the request and declaring the purpose to be connected with the affairs of the Society.
iii) The Society may charge a reasonable fee to the member for providing a copy of the Register, the amount to be determined by the Executive Committee from time to time.
7.5 A member must not use or disclose the information on the Register for any other purpose unless the use of the information is approved by the Society and is directly connected to the affairs of the Society, or related to the provision of the information to the Commissioner in accordance with the requirements of the Act.
8.1 The Society shall endeavour to hold General Meetings monthly on a date and time established by the Executive Committee, one such meeting being the Annual General Meeting.
8.2 The Executive Committee shall endeavour to meet monthly on dates and times to be established by the Executive Committee.
9. EXECUTIVE COMMITTEE
9.1 An Executive Committee shall be elected to run the day to day business of the Society.
9.2 The Executive Committee shall consist of the following office bearers:
* Vice President
* Treasurer and
*a minimum of three (3) committee members, but may consist of additional members subject to resolution of the Executive Committee.
9.3 The members of the Executive Committee shall be elected at the Annual General Meeting.
9.4 Should a member of the Executive Committee die, resign or be removed under Rule 6 they may be replaced by a nominee of the Executive Committee and that replacement member shall hold office until the next Annual General Meeting.
9.5 EX-OFFICIO OFFICERS
Ex-Officio Officers may be appointed to carry out the duties as directed by the Executive Committee.
They may be requested to attend Executive Committee meetings but shall not have the right to vote at such a meeting.
Such officers may include:
* Vice Patron
* Circuit Book Secretary
* Web Master
* Membership Officer
* Immediate Past President
* Editor of Society’s Journal
* Such other officers as shall be decided by the Executive Committee from time to time.
9.6 The Executive shall have the power to co-opt additional members for special purposes. Such members shall not have voting rights.
10. OFFICE BEARERS
10.1 Office bearers of the Society shall hold office for one year and their responsibilities shall be:
Chair all meetings and ensure that the business is conducted in a proper manner.
ii) Vice President
Assist the President at all meetings and, in the absence of the President, chair and conduct the business at that meeting.
Convene and attend all meetings, take minutes and keep records of all business conducted at meetings of the Executive Committee, General Meetings, Annual General Meeting and any Special General meetings that may be called.
Manage the Society’s finances, maintain financial records, prepare financial reports and submit them for review by an appropriately qualified person.
v) Committee members shall assist in the management and conduct of the Society.
11. FUNCTIONS OF THE EXECUTIVE COMMITTEE
11.1 The functions of the Executive are to see that all the objectives of the Society are pursued.
11.2 The Executive shall implement the expenditure of the Society’s finances at their discretion and pay all accounts and expenditure occurred on behalf of and with the authority of the Society.
11.3 The officers of the Executive shall be entitled to sign or endorse on the Society’s behalf any Society-ratified contracts, other documents, cheques or instruments.
The number of and identification of Signatories who may sign on behalf of the Society on documents will be nominated from time to time by the Executive Committee.
11.4 For the purpose of attaining the objects of the Society, the Executive Committee may do all such lawful acts, deeds and matters, and enter into and make such arrangements as may be incidental to or conductive to the attainments of the objects of the Society, including all or any of the following powers:
i) To borrow, raise or give security for any money on such terms as a meeting of the Society has approved upon security over all or any part of the property of the Society.
ii) To invest and deal with monies of the Society in such a manner and on such terms and conditions as may from time to time be determined.
iii) Subject to the approval of the Society, purchase, take on, lease, or otherwise acquire lands, buildings easements, rights or property real or personal, which may be deemed necessary or convenient for any of the objects of the Society.
iv) To raise or collect funds by private subscription, public appeals, raffles, donations or otherwise, and to accept any legacy, bequest, device or gift of property whether subject to any special trust or not, for any of the objects of the Society.
11.5 To resolve disputes.
12. ELECTION OF THE EXECUTIVE COMMITTEE
12.1 The Executive Committee shall be elected at the Annual General Meeting.
12.2 All nominations for office shall be submitted in writing to the Secretary four weeks before the date of the Annual General meeting.
12.3 A member standing for election must be nominated and seconded by two members of the Society.
12.4 At an Annual General Meeting, if no nominations have been received for any office nominations may be received from the floor.
12.5 Newly elected officers shall take office immediately after the close of the Annual General Meeting at which they are elected by majority vote and shall continue in office until the Annual General Meeting of the following year.
12.6 Retiring officers are eligible for re-election.
13. CONDUCT OF EXECUTIVE COMMITTEE MEETINGS AND GENERAL MEETINGS.
The conduct and matters for discussion at these meetings shall be determined by the Executive Committee from time to time.
14. ANNUAL GENERAL MEETING
14.1 The Executive Committee must convene the Annual General meeting within the time limits provided for the holding of such meetings by Section 50(3) of the Act, that is, in every calendar year within six (6) months after the end of the Society’s financial year or such longer period as may in a particular case be allowed by the Commissioner.
14.2 The Secretary will give all members not less than twenty eight (28) days
notice of an Annual General Meeting and must send a notice of the Annual General Meeting by post or email to each member at the address of the member appearing in the register of the members kept and maintained under Rule 7.
A notice sent by post will be deemed to be properly effected if the notice is sufficiently addressed and posted to the member by ordinary pre-paid mail.
14.3 The notice must state the date, time and place of the meeting as well as the particulars of the business to be considered at the meeting.
14.4 The business of the Annual General Meeting is to:
i) Present the minutes of the previous Annual General Meeting for adoption.
ii) Business arising from previous minutes.
iii) Receive the annual reports from
And any other officer as required by the Executive Committee
iv) Receive and approve reviewed financial reports.
v) Elect a new Executive Committee
vi) If applicable, appoint or remove a reviewer.
vii) Determine subscription fees for the following 12 months, from 1st January to 31st December each year.
ix) Vote on a member’s proposed elevation to Life Membership.
x) Consider any other matter of which notice has been given in the notice of the meeting and to consider any other matters presented from the floor.
14.5 Resolutions at the Annual General Meeting will be passed by a simple majority of the votes entitled to be cast by members present at the meeting.
A quorum for an Executive Committee Meeting shall be 4.
A quorum for a General Meeting shall be 7
For an Annual General Meeting and a Special General Meeting shall consist of 25% of members entitled to vote.
16.1 At all meetings of the Executive Committee members present shall be entitled to one vote and the Chairman of the meeting shall also be entitled to a casting vote in addition to his deliberate vote.
16.2 At the Annual General Meeting for any election to any position where more than two candidates are nominated the nominee receiving the highest vote will be elected (first past the post).
16.3 Voting for the election of officers, committee members and motions shall be by a show of hands and all motions carried or lost by a simple majority. Officers and Committee members nominated for election may request otherwise in which case a secret ballot will be conducted.
Any member may submit a written proxy vote to the Secretary or appoint another member as a proxy who must give the Secretary that notice in writing that they hold the proxy prior to the meeting. A member so appointed may not hold more than one proxy at a meeting.
18. SPECIAL GENERAL MEETINGS
18.1 The Secretary may call a Special General Meeting at any time on written request by at least ten percent (10%) of the total number of members or on the authority of the Executive Committee.
A Special Meeting of the Executive Committee may be called by the President.
18.2 The Special General Meeting must be held within two (2) months of the date when the Secretary receives the request or the authority of the Executive Committee.
18.3 Members must be given at least one (1) months notice of the time and place appointed for the holding of the Special Meeting. The notice shall state the particular business for which such meeting has been called.
18.4 The Secretary must send notice of the Special General Meeting by post or by email to each member at the address appearing in the register of members kept and maintained under Rule 7. A notice sent by post will be deemed to be properly effected if the notice is sufficiently addressed and posted by ordinary pre-paid mail.
18.5 The quorum for the Special General Meeting shall be as Rule 15.
18.6 A Special Resolution must be passed by the majority of not less than seventy five percent (75%) of the members who are entitled to vote and are present or hold a proxy at the meeting.
19. MINUTES OF MEETINGS
19.1 The Secretary must keep proper minutes of proceedings of all Executive Committee, Annual General and Special Meetings.
19.2 The Chairperson must ensure that the minutes of all minutes are checked, accepted and signed as correct by the Chairperson of that or the next Executive Committee or General Meeting.
20 FINANCE AND ACCOUNTS
20.1 Control of funds:
i) The funds of the Society must be kept in an account in the name of the Society in a financial institution approved the Executive.
ii) The funds of the Society are to be used in pursuance of the objects of the Society.
iii) All expenditure above the maximum amount set by the Executive Committee from time to time must be ratified at an Executive Committee meeting.
20.2 The Society’s Treasurer must as soon as practicable deposit all money received by the Society to the credit of the Society’s bank account without deduction and, after receiving any money, issue an appropriate receipt.
20.3 Financial records:
i) The Treasurer must keep financial records that correctly record and explain the financial position and performance of the Society, to enable true and fair financial statements to be prepared.
ii) The Treasurer must retain the Society’s financial records for at least seven (7) years after the transactions covered by the records are completed.
20.4 For each financial year the Society shall prepare financial statements for presentation to the Annual General Meeting of the Society.
Copies of the Financial Statements shall be provided to all members attending the Annual General Meeting
20.5 A Reviewer shall review the Financial Statements, prior to the Annual General Meeting, and provide a written report to the Annual General Meeting.
20.6 The financial year of the Society commences on 1 July each year and ends 30 June the following year.
All proceedings of the Society and the statements made thereat shall be privileged so far as allowed by law against legal action taken by members and acceptance of such privilege shall be a condition of membership.
22. COMMON SEAL
The Common Seal of the Society shall be in the custody of the Secretary and shall be affixed to any document pursuant to a resolution by the Executive Committee. The affixation of the seal shall be witnessed by the President or the Vice President. Every use of the Common Seal must be recorded in the Minute Book.
23. CUSTODY AND INSPECTION OF RECORDS
23.1 A member may at any reasonable time inspect the records, books, documents, registers and securities of the Society.
23.2 No records, books, documents, registers or securities of the Society may be removed from the Society without the President’s written authority.
23.3 Unless the members resolve otherwise at a General Meeting, the Secretary must have custody of all books, documents, records and registers of the Society, other than those required to be kept, maintained and held in the custody of the Treasurer.
23.4 Unless the members resolve otherwise at a General Meeting, the Treasurer must have custody of all securities, books and documents of a financial nature and accounting records of the Society.
23.5 Outgoing Executive Committee members and affiliated officers are responsible for transferring all relevant assets and books of the Society to the new Committee within 14 days of ceasing to be a committee member.
24. AMENDMENTS TO RULES
24.1 The Society may alter or add to these rules by Special Resolution in accordance with the procedures set out in the Act.
Within one month of passing a Special Resolution altering the rules the Society must lodge a notice with the Commissioner for Consumer Protection.
The notice of the special resolution must set out the particulars of the alteration(s) together with a certificate given by a member of the Executive certifying that the resolution was duly passed as a special resolution and that the Rules of the Society as so altered conform to the requirements of the Act.
24.2 A seventy five percent (75%) majority vote of those present and entitled to vote at such a meeting shall be necessary to amend the Constitution.
24.3 An alteration of the rules of the Society does not take effect until the notice and the certificate have been lodged.
24.4 These rules bind every member to the same extent as if every member had signed and sealed these Rules and agreed to be bound by all their provisions.
24.5 The Secretary must keep a current copy of the Rules.
The Executive Committee may frame such by-laws not provided for in the Constitution as may become necessary from time to time to govern the Society, provided that such by-laws are not in contravention with this Constitution.
A transcript of such by-laws shall be attached to the Society’s copy of the Constitution.
26. RESOLVING DISPUTES, MEDIATION AND DISCIPLINARY ACTION
26.1 Any complaint arising under the rules made by a member against another member must be pertaining to the Society’s business.
26.2 The parties to the dispute must attempt to resolve the dispute between themselves within 14 days.
26.3 If they are unable to resolve the dispute, either party may notify the Secretary and provide all details of the dispute.
The Secretary shall within 28 days, convene an Executive Committee meeting to resolve the dispute and must provide each party notice of the meeting to which they are entitled to attend.
26.4 If the member against whom the complaint is directed provides a valid reason for postponing the meeting at which the complaint is to be heard the Executive Committee shall decide upon another time and date for that meeting at its sole discretion.
26.5 It shall be the right of any member of the dispute to call any witnesses to be heard.
26.6 If the parties are unable to resolve the dispute at this meeting, or if a party fails to attend a meeting, then the parties must within 14 days hold a meeting in the presence of a mediator.
26.7 The mediator shall be a person chosen by agreement or, in the absence of agreement:
i) In the case of a dispute between two or more members, a person appointed by the Executive.
ii) In the case of a dispute between a member (or non-member) and the Society, a person who is appointed mediator must be a person who acts as a mediator for another Not For Profit body
26.8 A member of the Society may be a mediator providing they are not party to the dispute.
26.9 The parties to the dispute shall act in good faith and attempt to settle the dispute by mediation.
26.10 The mediator shall:
i) Give the parties to the mediation process every opportunity to be heard.
ii) Allow due consideration by all parties of any written statement submitted by any party.
iii) Ensure that natural justice is accorded to the parties to the dispute throughout the mediation process.
26.11 The mediator shall not determine the dispute.
26.12 The mediation shall be confidential and without prejudice.
26.13 If the dispute is not resolved by mediation, the parties may seek to resolve the dispute in accordance with the Act or otherwise by law.
27.1 The Society may be dissolved or wound up by a Special Resolution at any General Meeting called for that purpose.
Pursuant to such Special Resolution the Society shall apply to the Commissioner for cancellation of its Incorporation.
27.2 The Society must be wound up under Part 9 of the Act before cancellation can take place if it has outstanding debts or any other outstanding legal obligations, or is party to any current legal proceedings.
27.3 If upon the dissolution of the Society there remains after the satisfaction of all its debts any liabilities and property whatsoever, the same shall not be paid to or distributed among the members of the Society but shall be given or transferred to:
i) To some other association, incorporated under the Act, having objects similar wholly or in part with the objects of the Society and which shall prohibit the distribution of its or their income and property among its or their members; or
ii) To some charitable institution, incorporated under the Act.