National Cleaning Suppliers Association

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04-06-2012

NCSA Constitution

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CORPORATIONS LAW
A COMPANY LIMITED BY GUARANTEE

CONSTITUTION OF
NATIONAL CLEANING SUPPLIERS ASSOCIATION OF AUSTRALIA LIMITED

NAME

1. The name of the company is "National Cleaning Suppliers Association of Australia Limited" ("the Company").

OBJECTS

2. The objects for which the Company is established are:

(a) To do all things incidental to and associated with the promotion and better distribution of all cleaning equipment, supplies and those products associated with the cleaning industry in Australia ('the Industry").

(b) To promote the general welfare of the Industry, to improve its services to the public, to co-operate with Government agencies and departments, and to carry out any or all other objectives and research and development programs as may be conductive to the advancement of the Industry.

(c) To establish closer relations and effective co-operation between all sections of the Industry.

(d) To develop public relations between the Industry and the general public so that the objects and achievements of the Industry and of the Company may be better understood and appreciated.

(e) In general to do all such other lawful things as may appear to be incidental or conducive to the attainment of the above objectives or any of them.

LIABILITY

3. The liability of the members is limited.

4. Every member of the Company undertakes to contribute to the assets of the Company, in the event of the Company being wound up while he is a member, or within one (1) year after he ceases to be a member, for payment of the debts and liabilities of the Company (contracted before he ceases to be a member) and of the costs, charges and expenses of winding up the Company, such amount as may be required by the National Board, not exceeding $100.00.

5. If, on winding up or dissolution of the Company, there remains, after satisfaction of all debts and liabilities of the Company, any property whatsoever, then that property shall be re-distributed to existing members on a pro rata basis based on years of membership multiplied by the size of the annual contribution or by way of subscriptions over the previous three (3) years. Members of less than three (3) years paid-up membership will not be considered for such a re-distribution.

MEMBERSHIP

6. The National Board shall admit to membership those applicants as the National Board shall in its discretion approve for membership, as ordinary members. All existing members of the Company on the date of adoption of this Constitution are confirmed as ordinary members. In addition, a separate class of members known as Associate Members may be considered for membership. Such members, while not meeting the criteria stipulated in the "Objects", particularly Clause 2 (a), as suppliers of cleaning requirements to the cleaning industry, have a general interest and advantage in being members and express such a desire for membership. All the criteria that would apply to decisions on admission as members would also apply to such members. However, Associate Members would not have the right to vote at any meeting called by the NCSA nor to attend general meetings of the NCSA either nationally or at branch level unless specifically invited to attend.

7. Every application for membership shall be made to the Company Secretary in writing on a form approved by the National Board. The National Executive Committee will consider such application and, if approved, the applicant shall be entitled to the privileges of membership, provided that the National Executive Committee may accept or refuse to accept any such application for membership or adjourn from time to time any such application or may reject any such application without having to give any reason for so doing. All applications for membership of the Company shall be subject to the approval by the majority of members present at a National Executive Committee meeting and voting on the admission of that applicant. Each member by joining the Company agrees to pay an entrance fee in advance which will be determined from time to time and to be bound by this Constitution.

8. The entrance fee and annual subscription payable shall be such as determined at the Annual General Meeting in each year.

9. All annual subscriptions shall be due and payable by members not later than 31 October of each year.

10. If the subscription of a member shall remain unpaid for a period of two (2) calendar months after it becomes due, then the member may after notice of the default shall have been sent to him by the Secretary or Treasurer, be debarred by resolution of the National Executive Committee from all privileges of membership provided that the National Executive Committee may re-instate the member on payment of all arrears if the National Executive Committee thinks fit to do so.

11. A member may at any time by giving notice in writing to the Secretary resign his membership of the Company, but shall continue to be liable for any annual subscription and all arrears due and unpaid at the date of his resignation and for all other monies due by him to the Company under this Constitution.

12. If any member shall wilfully refuse or neglect to comply with the provisions of this Constitution or shall be guilty of any conduct which in the opinion of the National Executive Committee is unbecoming to a member or prejudicial to the interests of the Company, the National Executive Committee may be resolution censure, suspend or expel the member from the Company, provided that at least one (1) week before the meeting of the National Executive Committee at which such resolution is passed, the member shall have had notice of such meeting and of the allegation against the member and of the intended resolution, and the member will at such meeting and before the passing of such resolution have an opportunity of giving verbally or in writing any explanation or defence to the allegation. The member may also by notice in writing to the Secretary at least twenty-four (24) hours before the National Executive Committee meeting at which the resolution is to be considered, elect to have the question dealt with by the Company in general meeting and in that case an extraordinary general meeting of the Company shall be called for the purpose in terms of this constitution as it regulates extraordinary general meetings. If, at the meeting such resolution is passed by a majority of two-thirds (2/3) of those present and voting (such vote to be taken by ballot), the member concerned shall be dealt with accordingly.

GENERAL MEETINGS

13. An Annual General meeting shall be held after the end of the financial year on 30 June in each year but not later than 30 September in each year. All general meetings, other than the annual general meeting, shall be called extraordinary general meetings. General meetings may be held anywhere in Australia in the discretion of the National Board.

14. The National President may at any time, and the Secretary shall, on the written request of three (3) members of the National Board, convene an extraordinary general meeting. In addition, at the written request of five (5) members of the Company the Secretary shall convene an extraordinary general meeting.

15. Subject to the provisions of the Law relating to shorter notice, twenty-one (21) days notice shall be given of general meetings, such notice to be in writing and in accordance with the provisions of the Law.

16. All business shall be special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting, with the exception of consideration at the Annual General Meeting of the accounts, balance sheets, and the report of the National Executive Committee and auditors, the election of officers and other members of the National Executive Committee in the place of those retiring, and the appointment of auditors if necessary.

17. The quorum for a meeting of the Company's members is ten (10) members present in person. For the purpose of this clause "member" includes a person attending as proxy or representing a corporation.

18. If within half (1/2) an hour from the time appointed for the meeting, a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week at the same time and place or to such other day or to such other time and place as the Committee may determine and if at the adjourned meeting a quorum is not present within half (1/2) an hour from the time appointed for the meeting, the members present (being not less than five (5) ) shall be a quorum.

19. The President shall preside as Chairman at every General meeting of the Company or if there is no President or if he is not present within fifteen (15) minutes after the time appointed for the holding of the meeting, or is unwilling to act, the Vice-President shall preside as Chairman, failing him the immediate Past-President shall be Chairman provided he is, ex officio, a member of the National Executive Committee at that time or, if he is not present or is unwilling to act, then the members shall elect one of their number to be Chairman of the meeting.

20. The Chairman may, with the consent of 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. When a meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.

21. At general meetings, each member shall have one (1) vote. Any resolution put to the vote at a meeting shall be decided on a show of hands unless (before the show of hands) a poll is demanded either by the Chairman or at least three (3) members present in person or by proxy. Unless a poll is so demanded, a declaration by the Chairman that a resolution has been on the show of hands carried or not carried, shall be conclusive evidence of the result of the vote once entered into the Minute Book. The demand for a poll may be withdrawn. Any resolution to change any part of the Constitution shall be determined as set out in this clause except that a majority of at least two-thirds of those entitled to vote shall be required for such a resolution to carry.

22. If a poll is duly demanded, it shall be taken in such manner as the chairman directs, and the result of the poll shall be the resolution of the meeting. A poll demanded on the election of a Chairman or on the question of adjournment shall be taken immediately.

23. In the case of equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting shall be entitled to a second or casting vote.

24. A member shall vote in person or by proxy or by attorney and on a show of hands every person present who is a member or a representative of a member shall have one (1) vote and on a poll every member present in person or by proxy or by attorney or other duly authorised representative shall have one (1) vote.

25. A member who is of unsound mind or whose person or estate is liable to be dealt with in any way under the law relating to mental health may vote, whether on a show of hands or on a poll, by his trustees or by such other person as properly has the management of his estate, and any such trustee or other person may vote by proxy or attorney.

26. No member shall be entitled to vote at any general meeting if his annual subscription is in arrears at the date of the meeting.

27. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. A member shall be entitled to instruct his proxy in favour of or against any proposed resolutions. Unless otherwise instructed the proxy may vote as he thinks fit.

28. The instrument appointing a proxy may be in the following form or in a common or usual form.

NATIONAL CLEANING SUPPLIERS' ASSOCIATION OF AUSTRALIA LTD

I, of

being a member of the NATIONAL CLEANING SUPPLIERS' ASSOCIATION OF AUSTRALIA LTD hereby appoint

of or failing him

of

as my proxy to vote for me on my behalf at the (annual or extraordinary, as the case may be) general meeting of the Association, to be held on the

day of 20 and at any adjournment thereof.

My proxy is hereby authorised to vote * in favour of / * against the following resolutions:

Signed this day of 20

* Strike out whichever is not desired.

29. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed shall be deposited at the registered office of the Company, or at such other place within the State as is specified for that purpose in the notice convening the meeting, not less than forty-eight (48) hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument purposes to vote, or in the case of a poll, not less than twenty-four (24) hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid.

30. A vote given in accordance with the terms of an instrument of proxy or attorney shall be valid notwithstanding the previous death or unsoundness of mind of the principal or revocation of the instrument or of the authority under which the instrument was executed, if no intimation in writing of such death, unsoundness of mind or revocation as aforesaid has been received by the Company at the registered office before the commencement of the meeting or adjourned meeting at which the instrument is used.

NATIONAL EXECUTIVE COMMITTEE

31. (a) A National Executive Committee shall consist of a President, Vice

president, Treasurer and Secretary. Each member of the National

Executive Committee shall be a member of the Company or an

employee or officeholder of a member of the Company.

(b) The immediate Past President shall be an ex officio member of the

National Executive Committee from the date of the General Meeting at

which he stands down as President and for a period of 12 months from

that date or until the following General Meeting at which a National

Executive Committee is elected.

32. The National Executive Committee shall be responsible for the day-to-day administration of the Company and the implementation of the policies of the Company as determined by the National Board.

33. The registered office of the Company shall be designated as Sydney. Members of the National Executive Committee shall reside within two hundred (200) kilometres of Sydney.

34. At the annual general meeting of the Company, the members of the National Executive Committee shall be elected and shall then hold office until the next annual general meeting when they shall retire but shall be eligible for re-election (provided that the immediate Past-President shall be the previous year's President if a new President is elected).

35. The election of the members of the National Executive Committee shall take place in the following manner:

(a) any member of the Company may nominate any other member or representative of a member to serve on the National Executive Committee.

(b) the nomination may be verbal or in writing and may be made to the Chairman of an annual general meeting after the chairman calls for nominations.

(c) if there is not a sufficient number of candidates nominated, the National Executive Committee may fill up the remaining vacancies.

36. Where any member of the National Executive Committee is a representative of a corporate member of the Company, if that corporate member of the Company has given written notice to the Secretary, that its representative has ceased to represent the corporate member then that representative shall be deemed to have resigned as a member of the National Executive Committee on and from the date of receipt by the Secretary of that notice.

37. The Company may from time to time by ordinary resolution passed at a general meeting, increase or reduce the number of office bearers of the National Executive Committee.

38. The National Executive Committee may from time to time have power to fill a casual vacancy on the National Executive Committee. Any office bearer so appointed shall hold office only until the next annual general meeting.

39. The Company may, by ordinary resolution of which special notice has been given, at an Extraordinary General Meeting, called for that purpose, remove any member of the National Executive Committee before the expiration of his term of office, and may by ordinary resolution appoint any other person in his stead. The person so appointed shall hold office only until the next annual general meeting.

40. The office of a member of the National Executive Committee shall become vacant in the following circumstances:

(a) if the member becomes bankrupt or makes any arrangement or composition with his creditors generally;

(b) if the member becomes prohibited from being a director of the Company by reason of any order made under the Law;

(c) if the member becomes of unsound mind or a person whose estate is liable to be dealt with in any way under the law relating to mental health;

(d) if the member resigns by notice in writing to the Company;

(e) if a member for more than six (6) months or for three (3) consecutive meetings is absent without permission of the National Executive Committee for meetings of the National Executive Committee held during that period;

(f) if the member is removed from office pursuant to the terms of this Constitution.

41. The business of the Company shall be managed by the National Executive Committee who may pay all expenses incurred in promoting the Company and may exercise all such powers of the Company as are not, by the Law or by this Constitution, required to be exercised by the Company in general meeting, provided that any rule or regulation of the Company made by the National Executive Committee may be disallowed by the Company in general meeting and provided further that no resolution or regulation made by the Company in general meeting shall invalidate any prior act of the National Executive Committee which would have been valid if that resolution or regulation had not been passed or made.

42. The National Executive Committee may exercise all of the powers of the Company to borrow money and to mortgage or charge its property or any part thereof and to issue debentures and other securities whether outright or as security for any debt, liability or obligation of the Company.

43. All cheques or other negotiable instruments and all receipts for money paid to the Company and all orders for the operation of bank accounts shall be signed, drawn accepted, endorsed or otherwise executed as the case may be by any two (2) of the following;

The President, Vice President, immediate Past-President, provided he is ex officio a member of the National Executive Committee at that time, Secretary or Treasurer

OR by such other members of the Company as are authorised in writing by the National Executive Committee.

44. The National Executive Committee shall keep Minutes of all appointments of officers and servants, of all members of the National Executive Committee and of the Company, and of all proceedings at all meetings of the National Executive Committee and of the Company. Such minutes shall be signed by the Chairman of the meeting at which the proceedings were held or by the chairman of the next succeeding meeting.

45. The National Executive Committee shall meet together for the conduct of its business in Sydney or wherever in Australia it may determine and may regulate its meetings as it thinks fit. The National Executive Committee shall meet at least six (6) times a year independently of National Board Meetings. The President may, or the Secretary may, on the requisition of three (3) members, summon a meeting of the National Executive Committee.

46. Questions arising at any meeting of the National Executive Committee shall be decided by a majority of votes of those present at the meeting. In the case of an equality of votes, the Chairman of the meeting shall have a second or casting vote.

47. The quorum necessary for a meeting of the National Executive Committee shall be at least three (3) members or such greater number as may be fixed by the National Board.

48. The continuing members of the National Executive Committee may act notwithstanding any vacancy in the National Executive Committee, but if and so long as their number is reduced below the number required for a quorum, the continuing member or members may act for the purposes of increasing the number of members of the National Executive Committee to that required number, or of summoning a general meeting of the Company but for no other purpose.

49. The President shall preside as Chairman at every meeting of the National Executive Committee or if there is no President or if at any time he is not present within ten (10) minutes after the time appointed for holding the meeting, the Vice President and, failing that the immediate Past-President provided he is ex officio a member of the National Executive Committee at that time, shall be Chairman, or if the immediate Past-President is not present at the meeting, the members may choose one of their number to be Chairman of the meeting.

50. The National Executive Committee may appoint one or more advisory boards consisting of such member or members of the National Executive Committee as the National Executive Committee thinks fit. Such advisory boards shall act in an advisory capacity only. They shall conform to any regulations that may be imposed by the National Executive Committee and all members of such advisory boards shall have one (1) vote each.

51. The National Executive Committee may delegate any of its powers and/or functions (not being duties imposed on the National Executive Committee as the directors of the Company by the Law or the general law) to one or more sub-committees consisting of such member or members of the National Executive Committee as the National Executive Committee thinks fit. Any sub-committee so formed shall conform to any regulation that may be imposed by the National Executive Committee and subject thereto shall have power to co-opt any member or members of the Company. All members of each sub-committee shall have one (1) vote each.

52. A sub-committee may meet and adjourn as thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in the case of equality of votes, the Chairman of the sub-committee shall have a second or casting vote.

53. All acts done by any meeting of the National Executive Committee or of a sub-committee or by any person acting as a member of the National Executive Committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such member of the National Executive Committee or person acting as mentioned above, or that the members of the National Executive Committee or any of them were disqualified, be as valid as if every person had been duly appointed and was qualified to be a member of the National Executive Committee.

NATIONAL BOARD

54. The National Board, shall consist of all members of the National Executive Committee together with one (1) member for each validly constituted State Branch. Each member of the National Board shall be a member of the Company or an employee or office holder of a member of the Company.

55. Each member of the National Board shall be a director of the Company.

56. The responsibilities of the National Board shall be to outline and develop the general policies and objectives of the Company.

57. The National Board shall meet at least three (3) times per year. The National Board may meet anywhere in Australia for the conduct of its business and may regulate its meetings as it sees fit. The President may, or the Secretary may, on the requisition of three (3) members of the Board, summon a meeting of the National Board. The Company shall pay the reasonable expenses of the members of the National Board in attending validly constituted meetings.

58. The quorum for a National Board meeting shall be the quorum for the National Executive Committee plus not less than half the number of members nominated by the State Branches.

59. Questions arising at any meeting of the National Board shall be decided by a majority of votes of those present at the meeting. In the case of an equality of votes the chairman of the meeting shall have a second or casting vote.

60. The National Board shall keep minutes of the proceedings at all meetings. Such minutes shall be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting.

61. A resolution in writing signed by all members of the National Board in Australia for the time being entitled to receive notice of a meeting of the National Board, shall be as valid and effectual as if it had been passed at a meeting of the National Board duly convened and held. Any such resolution may consist of several documents in like form, each signed by one (1) or more members of the National Board. The National Executive Committee shall be similarly empowered.

STATE BRANCHES

62. The National Executive Committee, may in its discretion, establish a State Branch of the Company in each State or Territory of Australia as it thinks fit.

63. The minimum number of members of the Company normally resident in a State or Territory to entitle that State or Territory to have a State Branch shall be six (6) or such other number as is decided by the National Executive Committee.

64. Each State Branch shall have its own committee (which shall be a sub-committee of the National Executive Committee) consisting of a President, Vice-President and Treasurer, and up to three (3) other members. That committee shall (subject to the approval of the National Executive Committee) manage the business of the Company in the relevant State or Territory. The State Branch committee members shall be elected by those members of the Company normally resident in the relevant State or Territory at a meeting of those members in accordance with similar rules as apply to election of members of the National Executive Committee. Meetings of the State Branch committee shall be conducted in accordance with similar rules as apply to meetings of the National Executive Committee except the Annual General Meeting of State Branches must be held after the 30th June in each year but prior to the Annual General Meeting of the National Executive Committee.

65. Each State Branch shall be established to further the objects of the Company within its relevant State or Territory.

66. Each State Branch may liaise with Government and other statutory authorities to further the interests of the Company, but shall only do so with the prior knowledge and written consent of the National Executive Committee.

67. The State Branches shall comply with any directions of the National Executive Committee in relation to the conduct of the Company's affairs within that State Branch's State or Territory, including in relation to the conduct of the State Branch committee. The National Executive Committee and the State Branches shall liaise with each other for the effective carrying out of the Company's objects but decisions of the National Executive Committee shall be final.

68. State Branches must operate a bank account in the name of the Company and conduct their financial affairs in the manner directed by the National Executive Committee. Such bank accounts as are conducted by a State Branch may be closed or funds withdrawn at the discretion of the National Executive Committee. A State Branch bank account must be opened at a bank specified by the National Executive Committee. At least two (2) members of the State Branch, nominated by the State Branch committee must be signatories for any State Branch bank account. The signatories must be approved by the National Executive Committee whose decision to approve or not to approve of a signatory will be binding but approval may not be unreasonably withheld. Should, for any reason, the State Branch be unable to form a committee or the State Branch cease to function in the manner required by the constitution, the funds automatically revert to the account of the National Board. State Branch funds cannot, unless directed otherwise by the National Executive Committee, be held in any manner nor in any account other than the approved State Branch bank account.

69. The State Branches shall have no power to collect any fees stipulated in Clause 8 from members of the Company. The income of the State Branches shall be such funds as are distributed from time to time to each State Branch by the National Executive Committee for the purposes of conducting projects within the State or Territory and carrying on the business of the State Branch. The sum or sums allocated shall be at the discretion of the National Executive Committee from time to time. The State Branches and their committees shall have no authority to enter any contract on behalf of the Company including employment contracts and shall not be entitled to legally bind the Company without the prior written authorities of the National Executive Committee. State Branches may, subject to authorisation of the National Executive Committee organise and run functions which may result in a surplus of funds. Such funds are to be placed in the State Branch bank account.

70. Each State Branch shall nominate a member of the Branch to be the representative of that State Branch on the National Board.

71. The National Executive Committee shall be entitled to disband any State Branch where the National Executive Committee decides that it is in the best interests of the Company to do so. If a State Branch is disbanded, the representative of that State Branch on the National Executive Committee shall be deemed to have resigned from the National Executive Committee.

ACCOUNTS

72. The National Executive Committee and each State Branch and each sub-committee or advisory board constituted by the National Executive Committee shall cause proper accounting and other administrative records to be kept of business under its control. Each State Branch and sub-committee or advisory board must account to the National Executive Committee and provide copies on request of all financial and other administrative records. The National Executive Committee shall distribute at the conclusion of the financial year and at least fourteen (14) days prior to the date of the Annual General Meeting copies of the Company's profit and loss account and balance sheet (including every document required by law to be attached thereto) accompanied by a copy of an auditor's report thereon as required by the Law.

73. The National Executive Committee shall from time to time determine at what times and places and under what conditions or regulations the accounting or other records of the Company shall be open for the inspection of members.

74. A properly qualified auditor or auditors shall be appointed to the Company and his or their duties regulated in accordance with the Law.

NOTICES

75. Any notice required by law or by or under this Constitution to be given to any member shall be given by sending it by post to him at his registered address, or (if he has no registered address) to the address, if any, supplied by him to the Company for the giving of notices to him. Where a notice is sent by post, service of the notice shall de deemed to be effected by properly addressing, prepaying, and posting a letter containing the notice, and to have been effected the day after the date of its posting.

76. (1) Notice of every general meeting shall be given in any manner

hereinbefore authorised to –

(a) every member except those members who (having no registered address) have not supplied to the Company an address for the giving of notices to them; and

(b) the auditor or auditors for the time being of the Company.

(2) Notices of general meetings to persons other than those stipulated in 76(1) above shall be at the discretion of the National Board through its Executive Committee.

INDEMNITY

77. Every member of the National Board, auditor, Secretary and other officer for the time being of the company shall be indemnified out of the assets of the company against any liability arising out of the execution of the duties of his office which is incurred by him in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connection with any application under the Law in which relief is granted to him by the Court in respect of any negligence default breach of duty or breach of trust.

INTERPRETATION

78. In this Constitution;

(a) "Law" means the Corporations Law as amended from time to time;

(b) Words importing the singular include the plural, and vice versa, words importing the masculine gender include the feminine gender.

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