Rotaract Club of South Perth Incorporated - Constitution
1
Name of Association
The name of the Association is the Rotaract Club of South Perth Incorporated
2
Definitions
In these rules, unless the contrary intention appears-
3
•
“annual general meeting” is the meeting convened under rule 10(1);
•
"Board meeting" means a meeting referred to in rule 10(2)(6);
•
"Board member" means person referred to in rule 9(1) or 9(3);
•
“convene” means to call together for a formal meeting;
•
“department” means the government department with responsibility for administering the
Associations Incorporation Act (1987);
•
"financial year" means the period commencing 1 July and ending on 30 June in the following year;
•
"general meeting" means a meeting to which all members are invited;
•
"member" means member of the Association;
•
“special resolution” has the meaning given by section 24 of the Act;
•
"ordinary resolution" means resolution other than a special resolution;
•
"the Act" means the Associations Incorporation Act 1987;
•
"the Association" means the Association referred to in rule 1;
•
"the President" means the person duly elected to this position for the current year, referred to in
paragraphs (1) of rule 9(3);
•
“the Commissioner” means the Commissioner for Consumer Protection exercising powers under the
Act;
•
"the Board" means the Board of Management of the Association referred to in rule 9;
•
"the Secretary" means the Secretary referred to in paragraph (3) of rule 9 (3);
•
"the Treasurer" means the Treasurer referred to in paragraph (4) of rule 9 (3);
•
"the Vice-President" means the Vice-President referred to in paragraph (2) of rule 9 (3).
•
“the Constitution” refers to this Constitution Document.
Objects of Association
1. The purpose of Rotaract is to provide an opportunity for young men and women to enhance the
knowledge and skills that will assist them in personal development, to address the physical and
social needs of their communities, and to promote better relations between all people worldwide
through a framework of friendship and service.
The goals of Rotaract are:
1. To develop professional and leadership skills;
2. To emphasise respect for the rights of others, and to promote ethical standards and the dignity
of all useful occupations;
3. To provide opportunities for young people to address the needs and concerns of the community
and our world;
4. To provide opportunities for working in cooperation with sponsoring Rotary clubs;
5. To motivate young people for eventual membership in Rotary.
2. The property and income of the Association shall be applied solely towards the promotion of the
objects of the Association and no part of that property or income may be paid or otherwise
distributed, directly or indirectly, to members.
3. This club is a non-political, non-sectarian organisation.
4
Sponsorship
1. The sponsor of this Rotaract club is the Rotary Club of South Perth-Burswood which, through a
committee of its Rotarians, the number of which shall be determined by the club, shall provide
guidance and have supportive responsibility for this Rotaract club. The continued well-being of this
club shall depend on the continued active personal participation of the sponsoring Rotary club.
2. This club is not a part of, and neither this club nor its members have any rights or privileges with
respect to, the sponsoring Rotary club.
3. In the event that the sponsoring Rotary club is terminated, the governor of the Rotary district will
seek to install another sponsoring Rotary club; if one cannot be found within 180 days, the Rotaract
club will be terminated.
5
Powers of Association
The powers conferred on the Association are the same as those conferred by section 13 of the Act, so that
subject to the Act and any additions, exclusions or modifications inserted below, the Association may do all
things necessary or convenient for carrying out its objects and purposes, and in particular, may 1. acquire, hold, deal with, and dispose of any real or personal property;
2. open and operate bank accounts;
3. invest its money in any security in which trust monies may lawfully be invested;
4. appoint agents to transact any business of the Association on its behalf;
5. enter into any other contract it considers necessary or desirable;
6
Qualifications for membership of Association
1. The basis of organisation shall be young men and women residing, employed, or studying anywhere
in the vicinity of the sponsoring Rotary club.
2. The membership of this club shall consist of young men and women of good character and
leadership potential between the ages of 18 and 30.
3. The method of electing members of this club shall be determined by this club in consultation with
the sponsoring Rotary club.
4. Each member of this Rotaract club shall attend at least 60% of the club’s regularly scheduled
meetings annually, provided that absence from a regularly scheduled meeting of the club may be
made up as follows: any member absent from a regular meeting of this club may make up such
absence by attendance at a regular meeting of any other Rotaract club or any Rotary club on any
day of the two weeks immediately preceding or following the day of the absence, or attendance and
participation in a club service project or a club-sponsored community event or meeting authorised by
the board.
5. All Rotary Foundation scholars, who are within the age guidelines adopted by the board for the
Rotaract program, shall be eligible for guest Rotaract club membership during the period of their
study in another country.
6. Membership shall automatically terminate (a) upon failure to meet attendance requirements unless
excused by the board of directors of this club for good and sufficient reason or (b) by termination of
the club or (c) on 30 June of the Rotaract year in which the member becomes 30 years old.
7.
Membership may be terminated (a) upon failure to continue to meet the qualifications for
membership, or (b) for cause, as determined by this club by vote of not less than 2/3 of all the
members in good standing.
8. A person who wishes to become a member must1. apply for membership to the Board in writing1. signed by that person
2. approved by the board
9. The Board members must consider each application made under sub-rule (2) at a Board meeting
and must at the next Board meeting and accept or reject that application. This decision is final.
10. Every member of the club, by acceptance of membership, thereby accepts the principles of Rotaract
as expressed in its purpose and goals and agrees to comply with the constitution and by-laws of this
club, and on these conditions alone is entitled to the privileges of the club. No member shall be
absolved from the observance of the constitution and by-laws on the plea that a copy of them has
not been received.
7
Register of members of Association
1. The Secretary, on behalf of the Association, must comply with section 27 of the Act by keeping and
maintaining
in an up to date condition a register of the members of the Association and their email and
postal or residential addresses and, upon the request of a member of the Association, shall
make the register available for the inspection of the member and the member may make a copy
of or take an extract from the register but shall have no right to remove the register for that
purpose.
2. The register must be so kept and maintained at the Secretary’s place of residence, or at such other
place as the members at a general meeting decide.
3. The Secretary must cause the name of a person who dies or who ceases to be a member under rule
8 to be deleted from the register of members referred to in sub-rule (1).
8
Fees and Dues
1. The board shall determine the annual fees and admission fees to be paid by each member.
2. Each member must pay to the Treasurer, annually on or before 31st August or such other date as
the Board from time to time determines, the amount of the subscription determined under sub-rule
(1).
3. All fees must be paid before the member will be considered in good standing.
4. Any fees, dues, or assessments on the membership of the club shall be nominal and shall only be for
the purpose of meeting the administrative costs of the club.
5. Funds for activities and projects undertaken by the club shall be raised apart from such fees, dues,
or assessments and shall be placed into a separate account.
9
Club Board
The governing body of this club shall be a board of directors composed of the officers specified in section
9(1).
1
The Board will consist of1. the President;
2. the Vice-President;
3. the Immediate Past President
4. the Secretary;
5. the Treasurer;
6. the Club Service Director
7.
the Community Service Director
8. the International Service Director
9. the Professional Development Director
10. the directors of any other Boards as deemed necessary by the club
2
Board Elections
1. Elections for Board members must take place annually prior to 1st March.
2. A Board member’s term will be from the 1st July following his or her election to the following 30th
July. He or she is eligible for re-election to membership of the Board.
3. Subject to clause 4(2), all members are eligible to nominate for a Board position.
4. For a member to be eligible for election to the Board, that member must nominate himself or herself
for election by delivering notice in writing of that nomination, signed, to the Secretary not less than
7 days before the day on which the elections are to be held.
5. The candidate receiving a majority of votes of members present and in good standing shall be
elected.
6. If vacancies remain on the board, the president may decide to leave that position as unfilled, or
appoint a suitably qualified member to that position. If the president appoints a person to the
unfilled position, that person will hold office until the expiry of the term referred to in sub-rule (2).
3
Duties of Officers
1. President. The president shall preside at all regular and special meetings of the club and the board
of directors. He/she shall, with the approval of the board, appoint all standing and special Boards
and, in the event of a vacancy in the board of directors, shall, with the approval of the board, fill
such vacancy by appointment until the next regular election of the club. He/she shall be an ex officio
member of all Boards. He/she shall maintain communication with the sponsor club and the district
Rotaract representative to ensure they are continually informed of all actions taken by the club.
2. Vice-President. The vice-president shall succeed to the office of president in the event or removal
of the latter for whatever cause, and, in the absence of the president, shall preside at all meetings
of the club and of the board.
3. Secretary. The secretary shall maintain all club records, He/she shall keep minutes of all the
meetings of the club and board of directors, and provide copies of such to the chair of the sponsor
Rotary club’s Rotaract Board. The secretary shall comply on behalf of the Association with1. section 27 of the Act with respect to the register of members of the Association, as
referred to in rule 7;
2. section 28 of the Act by keeping and maintaining in an up to date condition the rules of
the Association and, upon the request of a member of the Association, must make
available those rules for the inspection of the member and the member may make a
copy of or take an extract from the rules but will have no right to remove the rules for
that purpose; and
3.
section 29 of the Act by maintaining a record of 1. the names and residential or postal addresses of the persons who hold the offices of
the Association provided for by these rules, including all offices held by the persons
who constitute the Board and persons who are authorised to use the common seal
of the Association under rule 14; and
2. the names and residential or postal addresses of any persons who are appointed or
act as trustees on behalf of the Association,
3. and the Secretary must, upon the request of a member of the Association, make
available the record for the inspection of the member and the member may make a
copy of or take an extract from the record but will have no right to remove the
record for that purpose;
4. Treasurer. The treasurer shall have custody of all club funds, maintaining all necessary records and
depositing all such funds in a bank approved by the board of directors. He/she shall report on the
club’s financial status at each meeting of the club and shall hold all records available for inspection
by any club member. All disbursements shall be by check and with the signature of two authorised
officers.
The treasurer must comply on behalf of the Association with sections 25 and 26 of the Act with
respect to the accounting records of the Association by1. keeping such accounting records as correctly record and explain the financial transactions
and financial position of the Association;
2. keeping its accounting records in such manner as will enable true and fair accounts of the
Association to be prepared from time to time;
3. keeping its accounting records in such manner as will enable true and fair accounts of the
Association to be conveniently and properly audited; and
4. submitting to members at each annual general meeting of the Association accounts of the
Association showing the financial position of the Association at the end of the immediately
preceding financial year.
5. Arrange for a qualified person to undertake an audit of the Association's accounts at the end
of each financial year
4
Casual vacancies in membership of Board
A casual vacancy occurs in the office of a Board member and that office becomes vacant if the Board
member1. dies;
2. resigns by notice in writing delivered to the President or, if the Board member is the President, to
the Vice-President and that resignation is accepted by resolution of the Board;
3. is convicted of an offence under the Act;
4. ceases to be a member of the Association; or
5. is the subject of a resolution passed by a general meeting of members terminating his or her
appointment as a Board member.
5
Proceedings of Board
1. The Board must meet together for the dispatch of business not less than 12 times in each year and
the President, or at least half the members of the Board, may at any time convene a meeting of the
Board.
2. Each Board member has a deliberative vote.
3. A question arising at a Board meeting must be decided by a majority of votes, but, if there no
majority, the person presiding at the Board meeting will have a casting vote in addition to his or her
deliberative vote.
4. At a Board meeting, any 4 Board members, one of whom must be the President or Vice-President
constitute a quorum.
5. All decisions, policies, and actions of the board and of the club shall be subject to the provisions of
this constitution and policy established by Rotary International and its members.
6
Committees
1. The president, with the approval of the board of directors, shall appoint the following standing
committees.
1. Club service. This committee shall be responsible for attendance, membership, programs,
fellowship, public relations, and such other matters as may be deemed appropriate.
2. International service. This committee shall be charged with primary responsibility for
enhancing knowledge and understanding of worldwide needs, problems, and opportunities and
developing activities to give service for promoting international understanding and goodwill
toward all people.
3. Community service. This committee shall have responsibility for enhancing knowledge and
understanding of community needs, problems and opportunities, and for formulating and
developing appropriate activities for serving the community (including the university
community).
4. Professional development. This committee shall be responsible for developing a program
designed to provide information about a wide cross-section of businesses and professions and to
stimulate awareness and acceptance of high ethical standards in business and professional life.
5. Finance. This committee shall devise ways and means of financing any and all club activities
requiring funds, in cooperation with the appropriate committee.
2. The international service and community service committees shall each have the duty of initiating
and planning one major activity in its field each year which shall involve all or most of the club
membership.
3. All members of the club may be members of any of these committees
4. Additional committees may be formed at the boards discretion
10 General Meetings
1
Annual General Meeting
1. An Annual General Meeting must be held within the time limits provided for the holding of such
meetings by section 23 of the Act, that is, between 1st July and 31st October each year.
2. The Secretary must give to all members not less than 21 days notice of an annual general meeting
and that notice must specify1. when and where the annual general meeting is to be held;
2. the particulars and order in which business is to be transacted, as follows1. first, the consideration of the accounts and reports of the Board;
2. second, any other business requiring consideration by the Association at the general
meeting.
3. The secretary must give notice in writing under sub-rule (2) by1. serving it on a member personally
2. sending it by email to a member at the email address of the member appearing in the register
of members and kept and maintained under rule 7.
3. sending it by post to a member at the address of the member appearing in the register of
members and kept and maintained under rule 7.
2
Quorum and proceedings at general meetings
1. General meetings must be held not less than twice per month, at a regular time and place suited to
the convenience of the membership.
2. The time and place of the regular meetings will be communicated to members from time to time by
the secretary by1. advising a member personally
2. sending a notice by email to a member at the email address of the member appearing in the
register of members and kept and maintained under rule 7.
3. sending a notice by post to a member at the address of the member appearing in the register of
members and kept and maintained under rule 7
3. At a general meeting 50% of members in good standing present in person constitute a quorum.
4. If a quorum is not present at a general meeting, any items requiring a vote will be held over to the
following general meeting.
5. At a general meeting all resolutions put to the vote will be decided by a majority of votes cast on a
show of hands
6. A declaration by the President of a general meeting that a resolution has been passed as an ordinary
resolution at the meeting will be evidence of that fact
7.
The board of directors shall meet as provided in the by-laws.
8. Rotary International recommends each sponsoring Rotary club to designate one or more members
of its club to attend the meeting(s) of its Rotaract club(s) at least once a month.
9. Meetings of the club and of the board of directors may be cancelled during holiday or vacation
periods at the discretion of the board of directors. The board may cancel a regular meeting if it falls
on a legal holiday or in case of the death of a club member, an epidemic, a disaster affecting the
whole community, or an armed conflict in the community that endangers the lives of the club
members. The board may cancel not more than four regular meetings in a year for causes not
otherwise specified herein provided that this club does not fail to meet for more than three
consecutive meetings.
3
Minutes of meetings of Association
1. The Secretary must cause proper minutes of all proceedings of all general meetings and Board
meetings to be taken and to be distributed to all members (or Board members in the case of Board
meetings).
2. The President must ensure that the minutes taken of a general meeting or Board meeting under
sub-rule (1) are checked and signed as correct by the President of the general meeting or Board
meeting to which those minutes relate or by the President of the next succeeding general meeting
or Board meeting, as the case requires.
3. When minutes have been entered and signed as correct under this rule, they are, until the contrary
is proved, evidence that
1. the general meeting or Board meeting to which they relate (in this sub-rule called "the
meeting") was duly convened and held;
2. all proceedings recorded as having taken place at the meeting did in fact take place at the
meeting; and
3. all appointments or elections purporting to have been made at the meeting have been validly
made.
4. Minutes of the meetings of the club and board of directors shall be provided to the chair of the
sponsor Rotary club’s Rotaract committee within two weeks after each meeting is held.
4
Voting rights of members of Association
1. Subject to these rules, each member in good standing present in person at a general meeting is
entitled to a deliberative vote.
11 Activities and Projects
1. This club shall be responsible for planning, organising, financing, and conducting its own activities
and shall itself supply money, labor, and creative imagination necessary thereto, except in the case
of joint projects or activities undertaken in cooperation with other organisations, such responsibility
shall be shared with such other organisation(s).
2. This club shall undertake among its activities at least two major service projects annually, one to
serve the community and the other to promote international understanding, and each shall involve
all or most of the members of the club.
3. This club shall provide for a professional development program for its members.
4. It is the responsibility of the club to raise the funds necessary to carry out its program. It shall not
solicit or accept more than occasional or incidental financial assistance from the sponsoring Rotary
club, nor shall it make general solicitations from Rotary clubs other than its sponsoring Rotary club
or from other Rotaract clubs; nor shall it solicit financial assistance from individuals, businesses, or
organisations in the community without giving something of value in return. All funds raised for
service projects must be expended for that purpose.
12 Rules of Association
1. The Association may alter or rescind these rules, or make rules additional to these rules, in
accordance with the procedure set out in sections 17, 18 and 19 of the Act, which is as follows1. Subject to sub-rules (1) (4) to (1) (6), These by-laws may be amended by a special resolution of
the members in good standing at any regular or special meeting of the club at which a quorum
is present, provided notice of intention to call such a vote is given at least fourteen days earlier
at a meeting of the club at which a quorum is present, and provided such amendment is
approved by the sponsoring Rotary club as defined in rule 4.
2. Within one month of the passing of a special resolution altering its rules, or such further time as
the Commissioner may in a particular case allow (on written application by the Association), the
Association must lodge with the Commissioner notice of the special resolution setting out
particulars of the alteration together with a certificate given by a member of the Board certifying
that the resolution was duly passed as a special resolution and that the rules of the Association
as so altered conform to the requirements of this Act;
3. An alteration of the rules of the Association does not take effect until sub-rule (1) (2) is
complied with;
4. An alteration of the rules of the Association having effect to change the name of the association
does not take effect until sub-rules (1) (1) to (1) (3) are complied with and the approval of the
Commissioner is given to the change of name;
5. An alteration of the rules of the Association having effect to alter the objects or purposes of the
association does not take effect until sub-rules (1) (1) to (1) (3) are complied with and the
approval of the Commissioner is given to the alteration of the objects or purposes.
6. Nothing in the by-laws may contravene any provision of the Constitution.
2. These rules bind every member and the Association to the same extent as if every member and the
Association had signed and sealed these rules and agreed to be bound by all their provisions.
13 Rotaract Emblem
1. The Rotaract emblem shall be preserved for the exclusive use and benefit of Rotaract club members.
Each member of this club shall be entitled to wear or otherwise display the Rotaract emblem in a
dignified and appropriate manner during the period of membership. Such entitlement shall be
relinquished upon termination of membership or termination of this club.
2. When displayed by individual club members, the emblem may be used without further information.
When the emblem is used to represent a club, the name of the club should appear with the emblem.
14 Common seal of Association
1. The Association must have a common seal on which its corporate name appears in legible
characters.
2. The common seal of the Association must not be used without the express authority of the Board
and every use of that common seal must be recorded in the minute book referred to in rule 18.
3. The affixing of the common seal of the Association must be witnessed by any two of the President,
the Secretary and the Treasurer.
4. The common seal of the Association must be kept in the custody of the Secretary or of such other
person as the Board from time to time decides.
15 Inspection of records, etc. of Association
1. A member may at any reasonable time inspect without charge the books, documents, records and
securities of the Association.
16 Distribution of surplus property on winding up of Association
1. If upon the winding up or dissolution of the Association there remains after satisfaction of all its
debts and liabilities any property whatsoever, the same shall not be paid or transferred amongst the
members or former members, but shall be given or transferred either:
1. To the another association under the Act; or
2. For charitable purposes
which shall be determined by resolution of the members.