Constitution of Roseworthy Old Collegians Association Incorporated
No. Description
1 Name
4 Powers
5 Membership
5.1 Classes of Membership
5.2 Means of Achieving Membership
6 Subscriptions
7 The Committee
8 Executive
9 Election of Committee
10 Proxies
11 Meetings - Proceeding of the Committee
12 Financial Year
13 Borrowing Powers
14 Rules
15 The Seal
16 General Meetings of Members
17 Proceedings at Meetings
18 Minutes
19 Voting Rights
20 Accounts
21 Auditor
22 Branches of the Association
23 Winding Up
24 Application of Surplus Assets
Rules of the Roseworthy Old Collegians Association Incorporated
1 Name
The name of the incorporated association is "The Roseworthy Old Collegians Association Incorporated" referred to herein as the "Association".
2 Interpretation
In these Rules, unless the contrary intention appears: "the Act" means the Associations Incorporation Act 1985; "Campus" means Roseworthy Campus of the University of Adelaide and includes Roseworthy Campus, Roseworthy College and Roseworthy Agricultural College; "Committee" means the Committee of Management of the Association; "Faculty" means the Faculty of Sciences; "Meeting" means a general meeting of the Members of the Association convened in accordance with these Rules; "Member" means a member of the Association; "the Regulations" means the Association Regulations 1985. "Special Resolution" shall have the meaning set out in the Act.
3 Objects and Purposes
3.1 To promote the interests of the Campus.
3.2 To act as guardians of the history, artifacts and tradition of the Campus.
3.3 To provide a medium for links between Old Collegians and the Campus.
3.4 To provide a social resource group for Old Collegians and people involved in rural industry and the community.
3.5 To provide a personal and professional network for Members.
3.6 To encourage discussion in matters relative to Primary Industry, Livestock, Veterinary Science and Agriculture.
3.7 To provide a model and focus for young people and communities to become involved in Primary Industry, Livestock, Veterinary Science and Agriculture.
4 Powers
The Association shall have all the powers conferred by Section 25 of the Act.
5 Membership
5.1 Classes of Membership
5.1.1 Ordinary Life Member;
5.1.2 Honorary Life Member;
5.1.3 Student Member.
5.2 Means of Achieving Membership
5.2.1 Ordinary Life Member Subject to the approval of the Committee of the Association and upon payment of all prescribed fees the following persons may become Life Members:
5.2.1.1 Students who have received tuition at the Campus for the equivalent of one academic year;
5.2.1.2 The Campus Director;
5.2.1.3 Agricultural Science Graduates and Non-Graduates of the Adelaide University prior to 1956;
5.2.1.4 Any other person who, in the judgement of the Committee, has made a significant contribution to the Campus.
5.2.2 Honorary Life Member Any person may be honoured with a Life Membership by a general meeting following the recommendation of the Committee provided that the number of Honorary Life Members shall not exceed 2% of the Members at the time of election.
5.2.3 Student Member: At the perogative of the Committee, from time-to-time a category of Student Member may be activated or deactivated. The prescribed fee and conditions of Student Membership are to be determined by the Committee.
6 Subscriptions
The subscription fees for Ordinary Life Members shall be such sum as the Members shall determine from time to time in general meeting.
7 The Committee
7.1 The affairs of the Association shall be managed and controlled by a Committee which in addition to any powers and authorities conferred by these Rules may exercise all such powers and do all such things as are within the objects of the Association and are not by the Act or by these Rules required to be done by the Association in general meeting.
7.2 The Committee shall have the power to appoint such officers and employees as are required to carry out the objects of the Association including a Public Officer required by the Act and may divest or delegate any of its powers to such officers and employees.
7.3 The Committee shall be comprised of:
President;
Immediate Past President;
Vice President;
Secretary;
Treasurer;
The Campus Director;
One ordinary member who shall be from the classes last graduated;
One ordinary member who left the Campus more than one (1) and less than ten (10) years ago;
One (1) Branch delegate from each properly constituted branch of the Association;
One (1) current student resident at the Campus, nominated by the Campus Director, in consultation with the students;
Four (4) other ordinary Members.
7.4 The Committee may appoint a member to fill a casual vacancy and such Committee member shall hold office until the next Annual General Meeting of the Association and shall be eligible for reappointment.
7.5 A Retiring Committee Member shall be eligible to stand for re-election without nomination but no person not being a Retiring Committee Member shall be eligible to stand for election unless nominated by a Member of the Association at least 14 days before the Meeting and that nomination must be delivered to the Secretary of the Association. The nomination shall be signed by the proposer and by the nominee to signify a willingness to stand for election. If insufficient nominations are received, nominations may be accepted at the Annual General Meeting.
7.6 If only the required number of persons are nominated to fill existing vacancies, the Secretary shall report accordingly to the Annual General Meeting and the Chairperson shall declare such persons duly elected as Committee Members.
8 Executive
8.1 The Executive shall consist of the President, Immediate Past President, Vice President, Secretary, Treasurer and the Campus Director.
8.2 The Executive shall have the authority to carry on the general business of the Association between Committee meetings and to conduct all business not requiring the sanction of the Committee or general meeting.
9 Election of the Committee
9.1 The elected members of the Committee including the Executive shall be elected at the Annual General Meeting of the Association for a term of one year. The President's term of office cannot be extended beyond two consecutive years.
9.2 Branch delegates to the Committee shall be elected at an Annual General Meeting of the Members of the Branch.
10 Proxies
A Member shall be entitled to appoint in writing another Member of the Association to be their proxy, and attend and vote at any General Meeting of the Association.
11 Meetings - proceedings of the committee
11.1 The Committee shall meet together for dispatch of business at least quarterly.
11.2 Questions arising at any meeting shall be decided by a majority of votes and in the event of equality of votes, the Chairperson shall have a casting vote in addition to a deliberative vote.
11.3 Five Members shall form a quorum provided one Member present is an Executive Member.
11.4 A member of the Committee having a pecuniary interest in a contract with the Association must disclose that interest to the Committee as required by the Act, withdraw during any discussion, and shall not vote in respect of that contract.
12 Financial year
The financial year of the Association shall run from the 1st day of July in any year for a period of 12 months to the 30th day of June in the following year.
13 Borrowing powers
13.1 Subject to this Rule, the Association may borrow money from banks and other financial institutions upon such terms and conditions as the Committee sees fit and may secure the repayment thereof by charging the property of the Association.
13.2 Subject to Section 53 of the Act, the Association may invite and accept deposits of money from any person on such terms and conditions as may be determined by the Committee from time to time.
14 Rules
14.1 Subject to approval by a Special Resolution of the Members of the Association, these Rules may be altered or rescinded and replaced by substituted Rules. Such an alteration shall be registered with the Commission as required by the Act.
14.2 The registered Rules shall bind the Association and every member to the same extent as if they had respectively signed and sealed them and agreed to be bound by all the provisions thereof.
15 The Seal
15.1 The Association shall have a common seal upon which its corporate name shall appear in legible letters.
15.2 The seal shall not be used without the express authorisation of the Committee and every use of the seal shall be recorded in the Minute Book of the Association. The affixing of the seal shall be witnessed by two Members of the Committee.
15.3 The seal shall be kept in the custody of the Secretary or such other person as the Committee may from time to time decide.
16 General Meetings of members
16.1 The Committee may call a Special General Meeting of the Association at any time and shall call an Annual General Meeting in accordance with the Act.
16.2 The Annual General Meeting shall be held within five months after the end of its financial year.
16.3 Upon a requisition in writing of not less than 30 Members of the Association the Committee shall within one month of the receipt of the requisition convene a Special General Meeting for the purposes specified in the requisition.
16.4 Every requisition for a Special General Meeting shall be signed by the Members making the same and shall state the purpose of the meeting.
16.5 If a Special General Meeting is not convened within one month as required by Sub-Rule (3), the requisitionists may convene a Special General Meeting. Such a meeting shall be convened in the same manner as a meeting convened by the Committee and for this purpose the Committee shall ensure that the requisitionists are supplied free of charge with the particulars of the Members entitled to receive a Notice of Meeting. The reasonable expenses of convening or conducting such a Meeting shall be borne by the Association.
16.6 Subject to Sub-Rule (7), at least 21 days notice of any General Meeting shall be given to Members. The Notice shall set out where and when the Meeting will be held, and particulars of the nature and order of the business to be transacted at the meeting. In the case of an Annual General Meeting, the order of business at that meeting shall be the consideration of the accounts and reports of the Committee and the auditors and the appointment of auditors and Committee Members and any other business requiring consideration by the Association in General Meeting.
16.7 Notice of a meeting at which a Special Resolution is to be proposed shall be given at least 28 days prior to the date of the meeting.
16.8 The Notice may be given by the Association to any Member by serving the Member with the Notice personally or by sending it by post to address appearing in the Register of Members.
16.9 Where a Notice is sent by post, service of the Notice shall be deemed to be effected if it is properly addressed and posted to Member by ordinary pre-paid mail.
17 Proceedings at general meetings
17.1 20 Members present personally or by proxy shall constitute a quorum at any General Meeting.
17.2 If within 30 minutes after the time appointed for the meeting the quorum of Members is not present the meeting convened upon the requisition of Members shall lapse. In any other case, the meeting shall stand adjourned to the same day in the next week at the same time and place and if at such adjourned meeting a quorum is not present within 30 minutes of the time appointed for the meeting, the Members present shall form a quorum.
17.3 The President or if the President is not present then the Vice President or in their absence or in their declining to take or retiring from the chair, one of the Committee Members chosen by the meeting shall preside as Chairperson at every General Meeting of the Association.
17.4 If the President or Vice President are not present within five minutes after the time appointed for holding the meeting, the Members present may choose one of their number to be the Chairperson.
17.5 The Chairperson may, with the consent of any meeting at which a quorum is present and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
17.6 When a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as if that meeting were an original meeting of Members.
17.7 At any General Meeting, a resolution put to a vote shall be decided on a show of hands and a declaration by the Chairperson to the meeting that the resolution has been carried or lost shall, unless a poll is demanded [ , ] be the conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
17.8 If a poll is demanded by the Chairperson of the meeting or by three or more members present personally or by proxy, it shall be taken in such manner as the Chairperson directs. The result of such poll shall be the resolution of the meeting, except that in the case of a special resolution a majority of not less than three-quarters of the Members who, being entitled to do so, vote personally or by proxy at the meeting, is required.
17.9 A poll demanded on the election of a Chairperson of a meeting or any question of an adjournment shall be taken at the meeting and without adjournment.
18 Minutes
18.1 Proper minutes of all proceedings of meetings of the Association and of meetings of the Committee and the Executive shall be entered within one month after the relevant meeting in Minute Books kept for the purpose.
18.2 The minutes kept pursuant to the Rule shall be signed by the Chairperson of the meeting at which the proceedings took place or by the Chairperson of the next succeeding meeting.
18.3 Where minutes are entered and signed they shall until the contrary is proved be evidence that the meeting was convened and duly held, that all proceedings held at that meeting shall be deemed to have been duly held and that all appointments made in the meeting shall be deemed to be valid.
19 Voting right
Subject to these Rules, each Member present in person or by proxy shall be entitled to one vote and at all meetings the Chairperson shall have a deliberative as well as a casting vote.
20 Accounts
The Association shall keep such accounting records as are necessary to correctly record and explain the financial transactions and financial position of the Association.
21 Auditor
21.1 An auditor shall be appointed at each Annual General Meeting and any casual vacancy shall be filled by the Committee.
21.2 The auditor shall have power to call at any time for the production of all books, deeds, papers, accounts and documents relating to the affairs of the Association and shall annually prepare a report in respect of the accounts as required by the Act.
22 Branches of the association
22.1 Branches of the Association may be formed as the Committee may determine.
22.2 No Branch shall accept as a member any person who is not a Member of the Association.
23 Winding up
The Association may be wound up by resolution of the Members in the manner provided for in the Act (Section 41(4) ie. special resolution).
24 Application of surplus assets
Any surplus assets remaining after the winding up of the Association shall be appropriated to a body with similar objects as determined by ordinary resolution of the Association in general meeting prior to the winding up.
ROCA Constitution 1999
