U.S. Army Small Ships Association Inc.  NSW No.9880443

Constitution

Adopted by Special Resolution

15th May 2016

Table of contents

ARTICLE I – PRELIMINARY

Section 1 – Name

Section 2 – Purpose

Section 3 – Objectives

Section 4 – Definitions

ARTICLE II – GENERAL PROVISIONS

ARTICLE III – MEMBERSHIP

Section 5 – Patron

Section 6 – Ordinary Membership

Section 7 – Honorary Membership

Section 8 – Privileged Membership

Section 9 – Protective Membership

Section 10 – Application for Ordinary Membership

Section 11 – Application for Protective Membership

Section 12 – Becoming a Member

Section 13 – Authorised Representative of a Protective Member

Section 14 – Cessation of Membership

Section 15 – Resignation of Membership

Section 16 – Register of Members

Section 17 – Fees and Subscriptions

Section 18 – Members’ Liabilities

Section 19 – Resolution of Disputes

Section 20 – Disciplining of Members

Section 21 – Right of Appeal of Disciplined Member

ARTICLE IV – THE COMMITTEE

Section 22 – Powers of the Committee

Section 23 – Composition and Membership of the Committee

Section 24 – Election of Committee Members

Section 25 – Secretary

Section 26 – Treasurer

Section 27 – Casual Vacancies

Section 28 – Removal of Committee Members

Section 29 – Committee Meetings and Quorums

Section 30 – Voting and Decisions

ARTICLE V – GENERAL MEETINGS

Section 31 – Holding of Annual General Meetings

Section 32 – Business at & Calling of Annual General Meetings

Section 33 – Notice of General Meetings

Section 34 – Quorum for General Meetings

Section 35– Presiding Member

Section 36 – Making of Decisions

Section 37 – Special Resolutions

Section 38 – Voting

Section 39 – Proxy Votes

Section 40 – Postal Ballot

ARTICLE VI – MISCELLANEOUS

Section 41 – Source of Funds

Section 42 – Funds Management

Section 43 – Service of Notices

Section 44 – Financial Year

Section 45 – Surplus Property

Appendix 1 – Application for Ordinary Membership

Appendix 2 – Application for Protective Membership

 

 

 

ARTICLE I – PRELIMINARY

This is the first edition of the U.S. Army Small Ships Association Constitution. The Association has previously operated under the Model Rules for Associations issued by the Department of Fair Trading.

Section 1 – Name

The name of the association is

U.S. Army Small Ships Association Inc.

 

Section 2 – Purpose

The purpose of this organisation is to promote the Service of the Small Ships Section; assist & support the Veterans of the Small Ships Section and their families, and to foster the legacy of the Small Ships Section.

 

Section 3 – Objectives

The objectives of the association are;

  1. To commemorate and honour the courage, sacrifice and service of the members of the Small Ships Section 1942-1947,
  2. to assist veterans and their family members in gaining recognition for Small Ships Service,
  3. to work with governmental organisations and service organisations to support the legacy of the Small Ships Section,
  4. to preserve the memories of the Small Ships Section for the appreciation and education of future generations, and
  5. supporting organisations and activities which benefit the legacy of the Small Ships Section and the U.S. Army Transportation Corps.

 

Section 4 – Definitions

Part 1 – In this constitution:

the association means the U.S. Army Small Ships Association Inc.

the committee means the committee  of the association

the President means the President of the association

member means an ordinary member, honorary member , privileged member or protective member of the association

committee member means ordinary committee member of the association

protective member means an external organisation member of the association

secretary means

i)the person holding office under this constitution as the secretary of the association, or

ii)if no such person holds that office, the president of the association.

special general meeting means a general meeting of the association other than an annual general meeting

the Act means the Associations Incorporation Act 2009

the Regulation means the Associations Incorporation Regulation 2010.

Part 2 – In this constitution:

  1. a reference to a function includes a reference to a power, authority and duty, and

 

  1. a reference to the exercise of a function includes, where the function is a duty, a reference to the performance of the duty.

 

Part 3

The provisions of the Interpretation Act 1987 apply to and in respect of this constitution in the same manner as those provisions would so apply if this constitution were an instrument made under the Act.

 

ARTICLE II – GENERAL PROVISIONS

  1. The official address of the association is the address of the public officer of the association.
  2. The administrative functions of the association are located at such place as determined by the committee.
  3. The association will remain self-sustaining through dues, contributions and fund raising activities.
  4. There shall be no assets of the association given or emoluments to any officer, member or other person; the entire income of the association shall be used to conduct its activities and further the purpose set out in Article I, Section 2.
  5. Neither the U.S. Army nor any of its agencies shall be obligated, financially or otherwise by an action of the association; and the association will not represent itself as an instrument of the United States Government.
  6. The association activities will be directed towards achieving the objectives set out in Article I,

 

ARTICLE III – MEMBERSHIP

Section 5 – Patron

The association may invite any distinguished person to become patron of the association for such term as it thinks fit.

Section 6 – Ordinary Membership

A person is eligible to be an ordinary member of the association if;

  1. the person is a natural person, and
  2. the person has applied for membership in accordance with Section 10 and been approved for membership in accordance with  Section 12 of this constitution.

 

Section 7- Honorary Membership

Honorary membership of the association may be granted to an individual who is next of kin to a Small Ships Veteran member who has passed away; or otherwise to an individual in recognition of a significant contribution to the legacy of the Small Ships Section, by approval of the committee.

 

Section 8 – Privileged Membership

Privileged Membership may be granted to a non-member of the association who has significantly contributed to the legacy of the Small Ships Section through representation or participation in the activities of the association, by approval of the committee.

 

Section 9 – Protective Membership

An organisation is eligible to become a Protective Member if it has applied for membership in accordance with Section 11 and been approved for membership in accordance with Section 12 of this constitution.

 

Section 10 – Application for Ordinary Membership

An application for ordinary membership of the association must be:

  1. a) in writing in or to the effect of the form set out in appendix 1 to this constitution,
  2. b) accompanied by the sum payable by an ordinary member as entrance fee (if any) and annual subscription, and
  3. c) lodged with the secretary of the association.

 

Section 11 – Application for Protective Membership

An application for protective membership of the association must:

  1. a) be in writing in or to the effect of the form set out in appendix 2 to this constitution,
  2. b) nominate a natural person as authorised representative of the applicant,
  3. c) be accompanied by the sum payable by a protective member as entrance fee (if any) and annual subscription, and
  4. d) be lodged with the secretary of the association.

 

Section 12 – Becoming a Member

  1. As soon as practicable after receiving an application for membership in accordance with Section 10 or Section 11, the secretary must refer the application to the committee, which must determine whether to accept or reject the application.

 

  1. As soon as practicable after the committee makes that determination, the secretary must:

 

  1. Notify the applicant in writing, that the committee approved or rejected the application, and
  2. If the committee rejected the application, return any monies paid by the applicant.

 

Section 13 – Authorised Representative of a Protective Member

a)The authorised representative for the time being of a protective member is the only person entitled to exercise the powers conferred on a protective member under this constitution.

b)Any communication made or given to the authorised representative of a protective member is taken to have been made to the protective member itself.

c)A protective member must notify the secretary forthwith of any change to its duly authorised representative.

 

Section 14 – Cessation of membership

A member of the association ceases to be a member if;

a)in the case of an individual member, the member dies, or

b)the member resigns membership in writing,or

c)the member is expelled from the association,or

d)the member fails to pay the annual membership fee within three months of the due date and the committee determines that the membership is to be terminated.

 

Section 15 – Resignation of Membership

  1. A member of the association may resign from membership of the association by first giving notice to the secretary of the association in writing of the members intention to resign, and after expiration of the notice, the member ceases to be a member.
  2. In every case where a member ceases to be a member, the secretary must make an appropriate entry in the record of members recording the date upon which the member ceased to be a member.
  3. If a member resigns or ceases to be a member, the member must return any property of the association in their possession.

 

Section 16 – Register of Members

a)The public officer of the association must establish and maintain a register of members of the association specifying the name and postal or residential address of each member of the association (and, in the case of a protective member , of its duly authorised representative) together with the date on which the member became a member.

b)The register of members must be kept in NSW at the associations official address.

c)The register of members must be open for inspection, free of charge, by any member of the association at any reasonable hour.

d)A member of the association may obtain a copy of any part of the register on payment of a fee determined by the committee.

e)If a member requests that any information contained on the register about the member (other than the member’s name) not be available for inspection, that information must not be made available.

f)A member must not use information about a person obtained from the register to contact or send material to the person, other than for:

i)the purpose of sending the person a newsletter, a notice or other material relating to the association, or

ii)any other purpose necessary to comply with a requirement of the Act or the Regulation.

 

 

Section 17 – Fees and Subscriptions

  1. A member of the association must, on admission to membership, pay to the association such entrance fee ( if any ) as is determined by the committee from time to time.
  2. In addition to any amount payable under subclause (a), a member of the association must pay to the association an annual membership fee of such amount as is determined by the committee from time to time:
  3. on becoming a member and before July 1st each succeeding calendar year.

 

Section 18 – Members’ Liabilities

The liability of a member of the association to contribute towards the payment of the debts and liabilities of the association or the costs, charges and expenses of winding up the association is limited to the amount, if any, unpaid by the member in respect of membership of the association as required by Section 17.

 

Section 19 – Resolution of Disputes

  1. A dispute between a member and another member (in their capacity as members of the association), or a dispute between a member or members and the association, are to be referred to a community justice centre for mediation under the Community Justice Centres Act 1983.
  2. If a dispute is not resolved by mediation within three months of the referral to a community justice centre, the dispute is to be referred to arbitration subject to the Commercial Arbitration Act 1984.

 

Section 20 – Disciplining of Members

  1. A complaint may be made to the committee by any person that a member of the association:
  2. has refused or neglected to comply with a provision or provisions of this constitution, or
  3. has wilfully acted in a manner prejudicial to the interests of the association.
  4. The committee may refuse to deal with a complaint if it considers the complaint to be vexatious or trivial in nature.
  5. If the committee decides to deal with the complaint, the committee;
  6. must cause notice of the complaint to be served on the member concerned, and
  7. must give the member 14 days from the time the notice is served within which to make a submission to the committee in connection with the complaint, and
  8. must take into consideration any submissions made by the member in relation to the complaint.
  9. The committee may, by resolution, expel the member from the association or suspend the member from membership of the association if, after considering the complaint, and any submissions made relating to the complaint, it is satisfied that the facts alleged in the complaint have been proved and the expulsion or suspension is warranted in the circumstances.
  10. If the committee expels or suspends a member, the secretary must, within 7 days after the action is taken, cause written notice to be given to the member of the action taken, of the reasons given by the committee for having taken that action and of the member’s right of appeal under Section 22.
  11. The expulsion or suspension does not take effect:
  12. until the expiration of the period within which the member is entitiled to appeal against the resolution concerned, or
  13. if within that period the member exercises the right of appeal, unless and until the association confirms the resolution under Section 22, whichever is the later.

 

 

 

 

Section 21 – Right of Appeal of Disciplined Member

  1. A member may appeal to the association in a general meeting against a resolution of the committee under Section 21, within 7 days after notice of the resolution is served on the member, by lodging with the secretary a notice to that effect.
  2. The notice must be accompanied by a statement of the grounds on which the member intends to rely for the purposes of the appeal.
  3. On receipt of notice from a member under subclause (a), the secretary must notify the committee which is to convene a general meeting of the association within 28 days after the date on which the secretary received the notice.
  4. At a general meeting of the association convened under subclause (c):
  5. No business other than the question of the appeal is to be transacted, and
  6. the committee and the member must be given the opportunity to state their respective cases orally or in writing, or both, and
  • the members present are to vote by secret ballot on the question of whether the resolution should be confirmed or revoked.
  1. The appeal is to be determined by a simple majority of votes cast by members of the association.

 

ARTICLE 4 – THE COMMITTEE

Section 22 – Powers of the Committee

Subject to the Act, the Regulation and this constitution, and to any resolution passed by the association in a general meeting, the committee:

  1. is to control and manage the affairs of the association, and
  2. may exercise all such functions as may be exercised by the association, other than those functions that are required by this constitution to be exercised by a general meeting of the members of the association, and
  3. has power to perform all such acts and do all such things as appear to the committee to be necessary or desirable for the proper management of the affairs of the association.

Section 23 – Composition and Membership of the Committee

  1. The committee is to consist of:
  2. The office bearers of the association, and
  3. At least three other ordinary members of the association, each of whom is to be elected at the annual general meeting under Section 25.

 

  1. The office bearers of the association are as follows:

a)the president

b)the vice-president

c)the secretary.

d)the treasurer

 

  1. A committee member may hold up to two offices (other than those of president and vice-president).

 

  1. The office of secretary may be appointed or remain unoccupied at the will of the president, in the case of the president conducting the secretarial functions of the association.

 

  1. The office of vice-president may be appointed or remain unoccupied at the will of the president, in the case of three individual office bearers already appointed, including the president.

 

  1. The position of public officer of the association is to be held by the treasurer, unless appointed to another committee member.

 

  1. Each member of the committee is, subject to this constitution, to hold office until the conclusion of the annual general meeting following the date of the member’s appointment to the committee, and is eligible for re-election.

 

 

Section 24 – Election of Committee Members

  1. Nominations of candidates for election as office-bearers of the association or as ordinary committee members:

 

  1. must be made in writing signed by two members of the association and accompanied by written consent of the candidate (which may be endorsed on the form of nomination), and

 

  1. must be delivered to the secretary of the association at least 10 days before the date fixed for the holding of the annual general meeting at which the election is to take place.

 

  1. If insufficient nominations are received to fill all vacancies on the committee, the candidates nominated are taken to be elected and further nominations are to be received at the annual general meeting.
  2. If insufficient further nominations are received, any vacant positions remaining on the committee are taken to be casual vacancies.
  3. If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated are taken to be elected.
  4. If the number of nominations received exceeds the number of vacancies to be filled, a ballot is to be held.
  5. The ballot for the election of office-bearers and ordinary committee members is to be conducted at the annual general meeting in such usual and proper manner as the committee may direct.
  6. A person nominated as a candidate for election as an office-bearer or an ordinary committee member must be an ordinary member of the association or an authorised representative of a protective member of the association.

 

Section 25 – Secretary

  1. The secretary of the association must, as soon as practicable after being appointed as secretary, lodge notice with the association of his or her address.The duties of the secretary include keeping minutes of:

i) all appointments of office-bearers and ordinary committee members,

 

ii)the names of names of members present at committee meetings and general meetings,

 

iii)all proceedings at committee meetings and general meetings.

 

Section 26 – Treasurer

The duties of the treasurer include ensuring that:

  1. all money due to the association is collected and received and that all payments authorised by the association are made, and
  2. correct books and accounts are kept showing the financial affairs of the association, including full details of all receipts and expenditure connected with the activities of the association.

 

Section 27 – Casual Vacancies

  1. When as casual vacancy occurs in the membership of the committee, the committee may appoint a member to fill the vacancy and the member so appointed is to hold office, subject to this constitution, until the conclusion of the annual general meeting next following the date of appointment.
  2. A casual vacancy occurs in the membership of the committee when  a member:

i)dies, or

ii)ceases to be a member  of the association or the duly authorised representative of a protective member of the association, or

 

iii)resigns office by notice in writing to the secretary, or

 

iv)is removed from office under Section 29,or

 

v)becomes a mentally incapacitated person, or

 

vi)is absent without the consent of the committee from three consecutive meetings of the committee,or

 

vii)is convicted of an offence involving fraud or dishonesty.

 

Section 28 – Removal of Committee Members

  1. The association, in a general meeting may, by resolution, remove any member of the committee from the office of member before the expiration of the member’s term of office and may, by resolution, appoint another member to hold office until the expiration of the term of the member so removed.

 

Section 29 – Committee Meetings and Quorums

  1. The committee must meet at least three times a year at such place and time as the committee may determine.
  2. Additional meetings of the committee may be convened by the president or any member of the committee.
  3. Any three members of the committee constitute a quorum for the transaction of the business of a meeting of the committee.
  4. At a meeting of the committee:

i)the president is to preside, or

ii)if the president is absent or unwilling to act,  one of the remaining members of the committee may be chosen by the members present.

 

Section 30 –Voting and Decisions

  1. Questions arising at a meeting of the committee are to be determined by a majority of the votes of the members of the committee present at the meeting.
  2. Each member present at a meeting of the committee, including the presiding member, is entitled to one vote, however if the votes are returned in equal numbers the person presiding over the meeting may exercise a second or a casting vote.

 

ARTICLE V – GENERAL MEETINGS

Section 31 – Holding of Annual General Meetings

  1. The association must hold its annual general meetings:
  2. i) within 6 months after the close of the associations financial year, or
  3. ii) within such later time as may be allowed by the Director General or prescribed by the Regulation.

 

Section 32 – Business at & Calling of Annual General Meetings

  1. The annual general meeting of the association is, subject to the Act and to Section 32, to be convened on such date and at such time as the committee thinks fit.

In addition to any other business which may be transacted at an annual general meeting, the business of an annual general meeting is to include the following:

i)to confirm the minutes of the last preceding annual general meeting and of any special general meeting held since that meeting,

ii)to receive reports from the committee on the activities of the association,

iii)to elect office-bearers of the association and committee members,

iv)to receive and consider the financial report and statement which is required to be submitted to members under the Act.

2. An annual general meeting must be specified as such in the notice convening it.

 

Section 33 – Notice of General Meetings

  1. The secretary must, at least 30 days prior to the fixed date for the holding of a general meeting, give notice to each member specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting.
  2. Notice of a general meeting is taken to be served if the information is contained in an association newsletter.
  3. No business other than that specified in the notice convening a general meeting is to be transacted at the meeting.
  4. A member desiring to bring any business before a general meeting may give notice in writing of that business to the secretary who must include that business in the next notice calling a general meeting given after receipt of the notice from the member.

 

Section 34 – Quorum for General Meetings

  1. No item of business is to be transacted at a general meeting unless a quorum of members entitled under this constitution to vote is present during the time the meeting is considering that item.

 

  1. Five members entitled under this constitution to vote at a general meeting constitute a quorum for the transaction of the business of a general meeting.
  2. If a quorum is not present, the meeting must be adjourned till another day agreed upon by the members present.
  3. If at the adjourned meeting a quorum is not present, the members present (being at least three) are to constitute a quorum.

 

Section 35 – Presiding Member

  1. The president or, in the president’s absence, the vice-president, is to preside at each general meeting of the association.
  2. If the president and the vice-president are absent or unwilling to act, the members resent must elect one of their numbers to preside at the meeting.

 

Section 36 – Making of Decisions

  1. Questions arising at a general meeting are to be determined by either:

 

i)a show of hands, or

 

ii)if on the motion of the chairperson, or if five or more members present at a meeting determine that the question should be determined by a written ballot- a written ballot.

 

  1. If the question is to be determined by a show of hands, a declaration by the chairperson that the resolution has, on a show of hands, been carried, or carried unanimously or carried by a particular majority or lost, or an entry to that effect must be recorded in the minutes of the meeting as evidence of the fact without proof of the number or proportion of votes recorded in favour of or against that resolution.

 

  1. If the question is to be determined by a written ballot, the ballot is to be conducted in accordance with the directions of the chairperson.

 

Section 37 – Special Resolutions

A special resolution may only be passed by the association in accordance with section 39 of the Act.

 

Section 38 –Voting

  1. On any question arising at a general meeting of the association a member has one vote.
  2. 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.
  3. A member is not entitled to vote at any general meeting unless all money due and payable by the member to the association has been paid.
  4. A member is not entitled to vote at any general meeting of the association if the member is under 18 years of age.

 

Section 39 -Proxy Votes

Proxy voting must not be undertaken at or in respect of a general meeting.

 

Section 40 – Postal Ballots

  1. The association may hold a postal ballot to determine any issue or proposal (other than an appeal under Section 22).
  2. A postal ballot is to be conducted in accordance with Schedule 3 to the Regulation.

 

ARTICLE VI – MISCELLANEOUS

Section 41 – Source of Funds

  1. The funds of the association are to be derived from entrance fees and annual subscriptions of members, donations and other sources as determined by the committee.
  2. All money received by the association must be deposited , as soon as practicable and without deduction, to the credit of the association’s bank account.
  3. The association must, as soon as practicable after receiving any cash, issue an appropriate receipt.

 

Section 42 – Funds management

  1. The assets and income of the association must be applied solely in furtherance of its aims and objectives, and no portion may be distributed directly or indirectly to the members of the association except as bona fide compensation for services rendered to or expenses incurred on behalf of the association.
  2. Subject to subclause (a) and to any resolution passed by the association in general meeting, the funds of the association are to be used in such manner as determined by the committee.

 

Section 43– Service of Notices

  1. For the purposes of this constitution, a notice may be served on or given to a person:

i)by delivering it to them personally, or

ii)by sending it pre-paid post to the address of the person, or

iii)by sending it by facsimile transmission or some other form of electronic transmission to an address specified by the person for giving or serving the notice.

 

  1. For the purpose of this constitution, a notice is taken, unless the contrary is proved, to have been given or served:

i)in the case of a notice given or served personally, on the date which it was received by the addressee, and

ii)in the case of a notice sent by pre-paid post, on the date when it would have been delivered in the course of ordinary post, and

iii)in the case of a notice sent by facsimile transmission or some other form of electronic transmission, on the date it was sent.

 

Section 44 – Financial Year

The financial year of the association is to be the period commencing on 1st of May in each year and ending on the 30th April in the following year.

 

Section 45 – Surplus Property

In the event of the winding up or the cancellation of the incorporation of the association, the association must pass a special resolution nominating an association as the association in which it is to vest its property as required by subsection 65(2) of the Act. This nominated association must have similar objects and rules prohibiting the distribution of assets and income to its members.

 

Appendix 1

Application for Ordinary Membership of the U.S. Army Small Ships Association Inc.

 

I, (name)                                , of (address)

,

do hereby apply for  membership of the U.S. Army Small Ships Association Inc.

 

I am a veteran / descendant / supporter / friend_______

My phone number is;

My email address is;

Please find enclosed annual membership fee of …

As a member I agree to be bound by the rules of the association.

Yours Sincerely,

 

 

(Applicant)

Appendix 2

Application for Protective Membership of the U.S. Army Small Ships Association Inc.

 

I, (name)                 , the duly authorised representative of, (your organisation)                        , do

hereby apply for Protective Membership of the U.S. Army Small Ships Association Inc. on behalf

of (your organisation).

My postal address is;

My phone number is;

My email address is;

Please find enclosed annual membership fee of….

 

As a member, I agree to be bound by the rules of the association.

Sincerely,

 

 

(Applicant)