Home ›
CDAS Constitution
1. Name: The name of this organisation shall be "The Canberra and District Aquarium Society Incorporated" (CDAS Inc.)
2. Non-profit Organisation: The CDAS Inc. shall be a non-profit educational organisation.
3. Interpretation of the Constitution:
3.1. In this Constitution, unless inconsistent with the context or subject matter:
3.1.1. 'Society' means The CDAS Inc.;
3.1.2. 'Committee' means the Committee of the Society elected or;
3.1.3. appointed according to the provisions of this Constitution;
3.1.4. 'Financial Member' or 'Member' means a member of the Society whose annual subscription has been duly paid;
3.1.5. 'Officer' means a Member of the Committee;
3.1.6. 'Quorum' means fifteen financial Members of the Society or one half of the total number of Financial Members, whichever is the lesser number.
3.2 Questions of interpretation of the Constitution and matters affecting the Society not provided for by the Constitution or By-Laws shall be decided by the Committee.
4. Aims:
The aims of the Society are:
4.1. To further the study of all forms of aquatic life;
4.2. To promote interest in and disseminate information pertaining to the aquarium hobby in all its aspects,
4.3. To hold regular Meetings at which Members may exchange ideas and experience and engage in other activities related to the hobby,
4.4. To encourage the maintenance, breeding and display of aquatic life,
4.5. To provide and maintain a library for the use of Members;
4.6. To provide a venue at which Members and the Society may offer articles for sale or auction,
4.7. In furtherance of the aims of the Society, to affiliate with and/or correspond with kindred organisations, and
4.8. To publish a regular journal.
5. Constitution:
5.1. The Society shall be conducted in accordance with the rules of the Constitution and any By-Laws made hereunder;
5.2. This Constitution may be added to, amended or repealed by resolution of any Annual or Extraordinary General Meeting. Any Member desirous of moving any resolution to add to, amend or repeal the Constitution shall give notice thereof in writing to the Secretary who shall convene a Meeting within five weeks of receiving such notice at which the proposed resolution shall be put.
5.3. A resolution to add to, amend or repeal this Constitution shall require a Quorum.
6. Membership:
6.1. The Society shall consist of family, adult, junior, commercial and honorary Members,
6.1.1. Adult Members shall be persons 18 years of age;
6.1.2. Junior Members shall be persons up to and including the age of 17 years, and
6.1.3. Commercial Members shall be adult members whom have a financial and/or controlling interest in a business operating in the aquarium trade.
6.1.4. Family membership shall be made up of adult and\or junior members that as accepted by committee.
6.2. To qualify for Membership a person must,
6.2.1. Be interested in the aquarium hobby;
6.2.2. Make application on the prescribed form;
6.2.3. Pay the requisite financial dues; and
6.2.4. Application for Membership shall be subject to the approval of the Committee and, if the Committee refuses such application, it shall not be bound to give any reason for its action.
6.3. Honorary Membership:
6.3.1. The Committee may elect as honorary Members persons who, in the opinion of the Committee, have rendered meritorious services to the Society for furtherance of its aims;
6.3.2. Any Member may nominate persons for election as honorary Members;
6.3.3. Honorary Members shall not be required to pay any subscription fee but shall be entitled to all the benefits and privileges of membership, and
6.3.4. Honorary Membership may be terminated at the discretion of the Committee and who shall not be bound to give any reason for its actions.
7. Annual Subscriptions
7.1. Annual Subscriptions shall be paid in accordance with the By-Laws of the Society, and
7.2. The prescribed annual subscription fee is payable by a Member at the time of becoming a Member of the Society and shall become due and payable at intervals of twelve months thereafter while that person remains a Member of the Society.
8. Members Bound by the Constitution
8.1. Every Member shall be bound by and submit to the Constitution and By-Laws of the Society
9. Members Details
9.1. Every Member shall communicate to the Secretary their full name, current postal and residential address, and phone number. A notice sent by post to the last recorded address of a Member shall be deemed to have been delivered on the day which is seven days following the date of posting. The Secretary is to be notified of any change whatsoever to those details at the next General Meeting (GM) or as soon as practicable after the Member becomes aware of them.
10. Termination of Membership
10.1. Any person shall, upon ceasing to be a Member of the Society, forfeit all rights to and claims upon the Society and its property and funds. All monies owing to the Society by a person who has ceased to be a Member shall become due and payable and any property of the Society in the possession of that shall be duly received.
10.2. Any Member whose subscription is in arrears by two months or more shall cease to be a Member of the Society but may be reinstated by the Committee at any time within twelve months of his subscription becoming due and payable upon payment of his arrears. A person whose subscription is in arrears by more than twelve months may reapply to become a Member of the Society and shall be subject to all the provisions of this Constitution relating to becoming a Member of the Society,
10.3. Any Member may resign from the Society by giving notice in writing addressed to the Secretary of his intention to do so. Upon receipt of such resignation by the Secretary, that person ceases to be a Member of the Society,
10.4. If any Member shall wilfully refuse or neglect to comply with the provisions of this Constitution or the ByLaws of the Society, or shall engage in conduct injurious to the Society, or if the Committee at any time shall be of the opinion that the interests of the Society so require, such Member shall have their Membership terminated by a resolution passed by a majority of two-thirds of all of the Committee Members, provided that at least one week before the Meeting of the Committee at which such resolution is put, the Member shall have been given notice in writing by the Secretary of the intended resolution for the termination of their membership and that the Member shall at such Meeting and before the passing of such resolution have had an opportunity of giving orally or in writing any explanation or defence they may think fit. A Member whose membership has been terminated by the Committee shall have the right within fourteen days from the date of termination to request that an EGM be called for the purpose of considering the action of the Committee in terminating their membership. The Secretary shall convene such a Meeting within five weeks of receiving the request from the Member. At such a Meeting, a majority of two-thirds of the Members present shall be required to confirm the termination of membership.
11. Committee
11.1. There shall be an Executive Committee of Members consisting of a President, Vice-President, Secretary, and Treasurer.
11.2. There shall be a Committee consisting of the Executive Committee and general committee members to fulfil roles as defined in the by-laws. Breeders' Awards Chairperson, Librarian, Editor, Public Relations Officer and Junior Representative;
11.3. Committee Members shall be elected at the Annual General Meeting (AGM) and shall hold office until the next succeeding AGM or unless otherwise stated in this Constitution;
11.4. General committee members may be appointed by a majority decision of the Committee outside of the AGM;
11.5. The General committee shall retain office until such time as:
11.5.1. The President rescinds that appointment subject to a majority decision of the committee;
11.5.2. The Member is disqualified under provisions of this Constitution or By-laws., or
11.5.3. The Member resigns from the position.
11.5.4. No more than one Commercial Members shall be ineligible to hold office on the Executive Committee,
11.5.5. Only financial Members of the Society shall be eligible to be nominated for positions of office on the Committee;
11.5.6. Every candidate for office at AGM shall be proposed by a Member of the Society and seconded by another Member of the Society;
11.5.7. A Member may not be hold more than one office on the Executive Committee.
11.5.8. Where more than the requisite number of nominations are received, election shall be by voting of Members present;
11.5.9. All outgoing Committee Members when resigning shall give notice in writing to the Secretary or President of at least two months in advance to the intended date of cessation of duties, so a handover/takeover can be instigated;
11.5.10. Should a casual vacancy occur on the Executive Committee, an election shall be held at the next GM for the purpose of filling that position and the officer so elected shall hold office until the next AGM;
11.5.11. No Committee Member shall receive any remuneration for his services;
11.5.12. All Executive Committee Members are to make an Annual Report at the AGM in October, and
11.5.13. All Executive Committee Members shall be adult Members.
12. Duties of President
The President:
12.1. Shall chair all Committee and General Meetings,
12.2. May when necessary speak on behalf of the Society and represent it in relations with other persons, Organisations, Government bodies or designate another Member of the Committee to represent him on such occasions, and
12.3. May sign all documents which require their signature as official head of the Society.
13. Duties of Vice-President
The Vice President shall:
13.1. Assist the President in the execution of the duties of President and to act as President in the absence of that officer, and
13.2. Carry out the administration of the Auction and Table Shows.
14. Duties of Secretary
The Secretary shall:
14.1. Have custody of all such documents of the Society as the Committee shall require;
14.2. Keep full and correct minutes of all Committee and General Meetings of the Society;
14.3. Keep a register of the names and addresses of Members and be responsible for notifying all Members of meetings and subscription renewals;
14.4. Attend to such correspondence as the Committee shall require, and
14.5. Be responsible for the publication and sending out of the monthly newsletter of the Society.
15. Duties of Treasurer
The Treasurer shall:
15.1. Receive all monies payable to the Society and pay the same into an account to the credit of the Society as the Committee shall approve;
15.2. Make payments as authorised by the Committee;
15.3. Keep correct accounts and books showing the financial affairs of the Society,;
15.4. Submit a report of the financial affairs of the Society at each Meeting of the Committee and at the AGM;
15.5. Purchase such wares as the Committee shall approve for resale to Members of the Society, and
15.6. Make up the annual statement, accounts and balance sheet of the Society to the end of September each year which shall, after audit, be circulated to Members.
16. Functions and Powers of the Committee
16.1. The management of the Society shall be vested in the Committee;
16.2. There shall be a Committee Meeting as required but normally once in each calendar month. In the event that any two Members of the Committee request that a Committee Meeting be called, such Meeting shall be held within fourteen days;
16.3. Minutes taken of the proceedings of the Committee shall be open to the inspection of any Member of the Society upon application to the Secretary;
16.3.1. Non-Committee Members of the Society may attend Committee Meetings;
16.3.2. A quorum at a Committee Meeting shall be not less than four Committee Members and not less than 2 Executive Committee members;
16.3.3. Voting at Committee Meetings shall be by show of hands. A simple majority of Committee Members present shall be sufficient for any resolution unless otherwise provided for by this Constitution. In case of an equality of votes, the Chairperson shall have a casting vote as well as a deliberative vote, and
16.3.4. In the event that neither the President nor the Vice President is available to chair a Meeting, those Members of the Committee who are present shall another Executive Committee member as chairperson.
17. By-Laws
17.1. The Committee may from time to time make such By-Laws as it considers necessary and may rescind or vary any By-Laws provided such By-Laws do not conflict with any of the rules of this Constitution and provided further that any By-Laws, rescissions or variations are approved at the next GM of the Society. Without limiting the generality of the power to make, rescind or vary By-Laws hereby conferred upon the Committee, the following shall be deemed to be matters to which such power shall expressly extend:
17.1.1. As to the form and content of application for membership and conditions of admittance to membership;
17.1.2. As to subscription fees including determining the conditions of eligibility of Members to pay subscription fees at concessional rates;
17.1.3. As to any fees, charges or fines as the Committee may think fit;
17.1.4. As to the eligibility of persons to purchase wares acquired by the Society for resale or to participate as buyers or sellers in auctions conducted by the Society;
17.1.5. As to the wares which might be bought and sold in the exercise of activities organised by the Society;
17.1.6. As to determining the rules of any shows or competitions held by the Society;
17.1.7. As to determining the rules of any Breeders' Awards Program; and
17.1.8. Generally for the control, support, management and government of the Society and all property vested in the Society or under its control or supervision.
17.2. By-Laws shall have effect until repealed or amended in accordance with these rules;
17.3. By-Laws may be amended or repealed at any Annual or Extraordinary General Meeting. Any Member desirous of moving any resolution to repeal or amend any By-Law shall give notice thereof in writing to the Secretary who shall convene a Meeting within five weeks of receiving such notice at which the proposed resolution shall be put; and
17.4. A resolution to amend or repeal By-Laws shall require a quorum.
18. Sub-Committees
18.1. The Committee may for such special purpose as it deems necessary delegate any of its powers to Sub Committees consisting of such Members of the Committee and other Members of the Society co-opted for that purpose as it may determine. Such Sub-Committees shall periodically report their proceedings to the Committee and shall conduct their business in accordance with the direction of the Committee.
19. Disqualification of Committee Members
The office of a Member of the Committee shall be vacated:
19.1. If he shall be absent from more than three consecutive Meetings without the consent of the Committee, or
19.2. If he ceases to be a Member of the Society, or
19.3. If a resolution is passed by a majority of two-thirds of the Members at a duly convened GM declaring that his office shall be vacant.
20. Payments
20.1. All payments shall be made by order of the Committee and in a form approved by the Committee. In the event that monies are withdrawn from the bank account of the Society, the instrument of withdrawal shall be signed by any two of the following Executive Committee Members
21. Honorary Auditor
21.1. The Society shall appoint an honorary auditor at a GM each year who shall audit all books and accounts and financial statements of the Society. The auditor shall not be a Member of the Executive Committee.
22. Financial Year
22.1. The financial year shall commence on the first day of October in each year.
23. Regular General Meetings
23.1. GMs of the Society shall be held at such time and place as the Committee shall determine but they shall normally be monthly, and
23.2. Members shall be given at least five days notice of a GM
24. Annual General Meeting
24.1. The AGM shall be held each year during the month of October;
24.2. All Members shall be given at least twenty-one days notice of the AGM;
24.3. If a quorum is not present within thirty minutes of the appointed starting time, the Meeting shall be adjourned for one month;
24.4. If a quorum is not present within thirty minutes of the appointed starting time of the subsequent Meeting, the Meeting shall be held as if a quorum were present. All decisions taken at an AGM so convened shall have the- force of a duly convened AGM;
24.5. If an AGM has not been called by the last day of October in any year, any fifteen Members or one-half of the total financial membership, whichever is the lesser number, may convene and conduct an AGM after having first notified all other Members of the Society; and
24.6. In the event that a resolution proposing to add to, amend or repeal the Constitution or to rescind or amend any By-Law is to be considered at an AGM, Members shall be given at least five days notice of the proposed resolution.
25. Extraordinary General Meeting
25.1. The Committee can hold an EGM when any question of urgent importance shall arise;
25.2. The Committee shall be bound to call an EGM within five weeks of receiving a request signed by fifteen financial members or one-half of the financial membership of the Society and specifying the subject to be discussed; and
25.3. Members shall be given at least five days notice of any EGM and of any proposed resolution to be considered at such Meeting.
26. Conduct of Meetings
26.1. At all GMs of the Society, the President or in the absence of the President the Vice-President shall take the chair. Should the President and Vice-President both be absent, then a Member of the Committee shall be elected by the Meeting to take the chair.
26.2. Voting in elections or upon any resolution shall be restricted to financial Members present at a Meeting. The mode of voting shall normally be by a show of hands but the Chairperson may, if they see fit, order a secret vote by ballot.
26.3. Unless this Constitution provides otherwise, resolutions shall be carried and Committee Members shall be elected by a simple majority.
26.4. In the case of an equality of votes, the Chairperson shall exercise a casting vote as well as a deliberative vote.
e. A declaration by the Chairperson that a resolution has been carried or otherwise and an entry made to that effect in the minutes of the Society shall be sufficient evidence of the fact.
26.5. An AGM or an EGM may be held on the same date or at the same place as a GM.
26.6. The Committee shall determine the agenda for all GMs providing that in so doing, all relevant provisions of this Constitution are complied with.
26.7. A quorum is required:
26.7.1. at an AGM, or
26.7.2. for the election of Executive Committee Members, or
26.7.3. for the election of General Committee Members at an AGM or EGM
26.7.4. for voting upon any resolution.
27. Indemnity
27.1. Every Member of the Committee shall be indemnified out of the assets of the Society against all claims, losses, suits and demands at whatsoever instance in respect of anything done or omitted by such Member in the bona fide exercise of his duty as a Member of the Committee.
27.2. The Society cannot be held responsible for any accident to any Member resulting from any of the activities of the Society or in relation to any ware sold by the Society.
28. Society Property
28.1. The property of the Society shall be vested in such number of custodians as may be determined by the Committee from time to time.
28.2. No Member shall take or permit to be taken out of the possession of the Society any article whatever without the authority of the Committee. Any Member who takes, loses or damages property belonging to the Society shall be liable to make restitution of such property.
29. Use of Society Name
29.1. No Member shall use the name of the Society without the authority of the Committee.
30. Dissolution of the Society The Society may be dissolved in which event the following rules apply:
30.1. A notice of motion for dissolution shall be handed to the Secretary which must be signed by fifteen financial Members of the Society of three-quarters of all financial Members, whichever is the lesser number.
30.2. The Secretary shall call an EGM within five weeks of receiving the notice of motion.
30.3. The motion to become effective must be carried by a three-quarters majority of Members present at the EGM.
30.4. In the event that the resolution is passed, the Society shall be dissolved. Any funds and property remaining after the payment of liabilities and claims against the Society shall not be distributed among or paid to the Members of the Society but shall be given or transferred to an organisation having aims similar to the aims of the Society or to some recognised charitable body or public institution, such as a library, as shall be determined by resolution passed at the Meeting called under this rule.