Constitution of the 131 Locators Association

1. NAME

The name of the organisation shall be the 131 Locators Association (the Association).

2. OBJECTIVES AND FUNCTIONS

Purpose

3. MEMBERSHIP QUALIFICATIONS

There shall be three types of Members of the Association

(a) Ordinary Member
(b) Affiliate Member
(c) Life Member

(a) Ordinary Member

Any natural person who served with 131 Divisional Locating Battery in Australia or South Vietnam shall be eligible to become an Ordinary Member of the Association.

(b) Affiliate Member

Affiliate Membership shall be, for the time being, limited to the following:

(i) former or serving Members of related Australian Army units who have had a relationship with 131 Divisional Locating Battery

(ii) former or serving Defence Force personnel who have had a relationship with 131 Divisional Locating Battery

Subject to the prior approval of the Committee, Affiliate Members may change their status without affecting their Membership eligibility.

(c) Life Member

Life Membership can be bestowed upon any Member in recognition and appreciation of exceptional service which he or she has rendered to the Association and to 131 Divisional Locating Battery, in token of the esteem in which he / she is held by Members of the Association. The nomination for Life Membership is to be presented by the nominating Member to the Committee for its recommendation to the Annual General Meeting of the Association.

Membership of the Association shall not be deemed a partnership as between Ordinary Members.

4. NOMINATION FOR MEMBERSHIP

A nomination of a person for Membership of the Association must be made by a Member of the Association in writing in the form set out in Appendix l to this Constitution and must be lodged with the Secretary of the Association.

5. CESSATION OF MEMBERSHIP

A person ceases to be a Member of the association if the person:

(a) dies, or

(b) resigns Membership, or

(c) is expelled from the Association.

6. MEMBERSHIP ENTITLEMENTS NOT TRANSFERABLE

A right, privilege or obligation which a person has by reason of being a Member of the Association:

(a) is not capable of being transferred or transmitted to another person, and

(b) terminates on cessation of the person’s Membership.

7. RESIGNATION OF MEMBERSHIP

Any Member may resign by sending his / her resignation in writing to the Secretary of the Association and, upon such resignation being accepted at its discretion by the Committee or upon the expiry of one month after the receipt of such resignation, whichever shall first happen, he / she shall cease to be a Member. Any Member who shall by any means cease to be a Member shall nevertheless and in addition to any claims or liabilities under Clause 11 hereof remain liable for and shall pay Association all monies which at the time of its ceasing to be a Member were due from it to the Association, whether for arrears or levies.

8. REGISTER OF MEMBERS

(a) The Public Officer of the Association must establish and maintain a register of Members of the Association specifying the name and address of each person who is a Member of the Association together with the date on which the person became a Member.

(b) The Register of Members must be kept at the principal place of administration of the Association and must be open for inspection, free of charge, by any Member of the Association at any reasonable hour.

(c) A Member of the Association may obtain a copy of any part of the register on payment of a fee of $2 for each page copied.

9. FORFEITURE OF MEMBERSHIP

(a) Any Member shall forfeit his / her Membership automatically if he / she shall fail to pay any levy within four months of such levy becoming due and within one month of final notice being served on it. The Committee or a General Meeting may, if it thinks fit, renew such Membership upon payment of all arrears of monies due.

(b) Any Member shall for such period or indefinitely as the Committee think fit, be declared to be suspended or to have forfeited his / her Membership if:

(i) In the opinion of the Committee his/her conduct is in disobedience of this Constitution or is detrimental to the reputation and / or interests of the Association or is of such nature, in the opinion of the Committee, acting reasonably, that it may bring the Association into disrepute or contempt, and

(ii) Such action of the Committee is confirmed by a majority of not less than three-fourths of such Ordinary Members entitled to vote who are present personally or by proxy at a Special General Meeting convened in accordance with this Constitution for the purpose of considering such suspension or forfeiture of Membership. Such Members shall be given not less than twenty-eight days clear notice in writing posted to it at its registered address setting out the grounds of complaint and specifying the time and place at which it may be heard in defence and at such meeting the Member shall be given reasonable opportunity of stating his/her defence either orally or in writing.

10. FEES AND SUBSCRIPTIONS

(a) All Members shall pay to the Association an annual subscription, which shall be determined from time to time by the Committee and shall become due and payable as prescribed by the Committee

(b) If a Member’s annual dues are 90 days in arrears that Member shall not have a right to vote at any general meeting, nor the right to appoint a proxy representative

11. MEMBERS’ LIABILITIES

The liability of a Member of the Association to contribute towards the payment of the debts and liabilities of the Association or the costs, charges and expenses of the winding up of the association is limited to the amount, if any, unpaid by the Member in respect of Membership of the Association as required by rule 10.

12. RESOLUTION OF INTERNAL DISPUTES

(a) Disputes between Members (in their capacity as Members) of the Association, and disputes between Members and the Association, are to be referred to a community justice centre for mediation in accordance with the Community Justice Centres Act 1983.

(b) At least 7 days before a mediation session is to commence, the parties are to exchange statements of the issues that are in dispute between them and supply copies to the mediator

(c) Each party to the dispute will be responsible for its own costs.

13. DISCIPLINING OF MEMBERS

(a) A complaint may be made to the Committee by any person who is a Member of the Association regarding another member who:

(i) has persistently refused or neglected to comply with a provision or provisions of this Constitution, or

(ii) has persistently and wilfully acted in a manner prejudicial to the interests of the Association.

(b) On receiving such a complaint, the Committee:

(i) must cause notice of the complaint to be served on the Member concerned; and

(ii) must give the Member at least 14 days from the time the notice is served within which to make submissions to the Committee in connection with the complaint, and

(iii) must take into consideration any submissions made by the Member in connection with the complaint.

(c) The Committee may, by resolution, expel the Member from the Association or suspend the Member from Membership of the Association if, after considering the complaint and any submissions made in connection with the complaint, it is satisfied that the facts alleged in the complaint have been proved.

(d) If the Committee expels or suspends a Member, the Secretary must, within 7 days after the action is taken, cause written notice to be given to the Member of the action taken, of the reasons given by the Committee for having taken that action and of the Member’s right of appeal under rule 14.

(e) The expulsion or suspension does not take effect:

(i) until the expiration of the period within which the Member is entitled to appeal against the resolution concerned, or

(ii) if within that period the Member exercises the right of appeal, unless and until the Association confirms the resolution under rule 14(e), whichever is the latter.

14. RIGHT OF APPEAL OF DISCIPLINED MEMBER

(a) A Member may appeal to the Association in General Meeting against a resolution of the Committee under clause 13, within 7 days after notice of the resolution is served on the Member, by lodging with the Secretary a notice to that effect.

(b) The notice may, but need not, be accompanied by a statement of the grounds on which the Member intends to rely for the purposes of the appeal.

(c) On receipt of a notice from a Member under clause (a), the Secretary must notify the Committee which is to convene a General Meeting of the Association to be held within 28 days after the date on which the Secretary received the notice.

(d) At a General Meeting of the Association convened under clause (c):

(i) no business other than the question of the appeal is to be transacted, and

(ii) the Committee and the Member must be given the opportunity to state their respective cases orally or in writing, or both, and

(iii) the Members present are to vote by secret ballot on the question of whether the resolution should be confirmed or revoked

(e) If at the General Meeting the Association passes a special resolution in favour of the confirmation of the resolution, the resolution is confirmed.

15. POWERS OF THE COMMITTEE

The committee is to be called the Committee of the Association and, subject to the Act [Associations Incorporation Act 1984], the Regulation [Associations Incorporation Regulation 1999] and these rules and to any resolution passed by the Association in General Meeting:

(a) is to control and manage the affairs of the Association, and

(b) may exercise all such functions as may be exercised by the Association, other than those functions that are required by these rules to be exercised by a General Meeting of Members of the Association, and

(c) has power to perform all such acts and do all such things as appear to the Committee to be necessary or desirable for the proper management of the affairs of the Association.

16. COMMITTEE

(a) The management and control of the Association shall be vested in the Committee, which shall exercise, subject to this Constitution, all the powers of the Association between General Meetings.

(b) When any Member of the Committee, is unable to attend a meeting of the Committee, a Member may deputise another Member to represent him/her at such meeting and only for the duration of that meeting.

(c) At Committee Meetings, the President or in his absence the Vice President, shall preside. The President shall have only a casting vote, but in the event that the Vice President presides, he shall have an ordinary and the casting vote

(d) Meetings of the Committee shall be held when and where required by the President.

(e) The Committee cannot conduct business unless a quorum of half of the Committee is in attendance.

(f) In the event of the President's death, resignation or forfeiture of Membership or his prolonged absence from Australia, the Vice President shall act as President until the next General Meeting, at which an Acting President shall be appointed as President until the next AGM.

(g) Any other vacancy on the Committee for any reason whatever shall be filled by appointment at the next General Meeting; and in the interim, the Committee may fill the vacancy by a temporary appointment.

(h) Any Member may attend any Committee Meeting as an observer. He / she will have no voting rights and may only speak at the invitation of the President.

17. EXECUTIVE OFFICERS

The Executive Officers of the Committee will be:

(a) President – Elected from the Membership

(b) Vice President - Elected from the Membership

(c) Secretary / Treasurer - Elected from the Membership

18. ELECTION OF COMMITTEE MEMBERS

(a) Nominations of candidates for election as office-bearers of the Association or as ordinary Members of the Committee:

(i) must be made in writing, signed by two Members of the Association and accompanied by the written consent of the candidate (which may be endorsed on the form of the nomination), and

(ii) must be delivered to the Secretary of the Association at least 7 days before the date fixed for the holding of the Annual General Meeting at which the election is to take place.

(b) If insufficient nominations are received to fill all vacancies on the Committee, the candidates nominated are taken to be elected and further nominations are able to be received at the Annual General Meeting

(c) If insufficient further nominations are received, any vacant positions remaining on the Committee are taken to be casual vacancies

(d) If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated are taken to be elected

(e) If the number of nominations received exceeds the number of vacancies to be filled, a ballot is to be held

(f) The ballot for the election of office-bearers and ordinary Members of the Committee is to be conducted at the Annual General Meeting in such usual and proper manner as the Committee may direct.

19. SECRETARY / TREASURER

(a) The Secretary / Treasurer of the Association must, as soon as practicable after being appointed as Secretary, lodge notice with the Association of his or her address.

(b) The Secretary / Treasurer and the Public Officer may be the same person

(c) It is the duty of the Secretary / Treasurer to keep minutes of:

(i) all appointments of office-bearers and Members of the Committee

(ii) the names of Members of the Committee present at a Committee meeting or a General Meeting, and

(iii) all proceedings at Committee meetings and General Meetings

(d) Minutes of proceedings at a meeting must be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting.

(e) It is the duty of the Secretary / Treasurer of the Association to ensure:

(i) that all money due to the Association is collected and received and

(ii) that all payments authorised by the Association are made, and

(iii) that correct books and accounts are kept showing the financial affairs of the Association, including full details of all receipts and expenditure connected with the activities of the Association.

20. CASUAL VACANCIES

For the purposes of these rules, a casual vacancy in the office of a Member of the Committee occurs if the Member:

(a) dies, or

(b) ceases to be a Member of the Association, or

(c) becomes an insolvent under administration within the meaning of the Corporations Act 2001 of the Commonwealth, or

(d) resigns office by notice in writing given to the Secretary, or

(e) is removed from office under rule 21, or

(f) becomes a mentally incapacitated person, or

(g) is absent without the consent of the Committee from all meetings of the Committee held during a period of six months.

21. REMOVAL OF MEMBER

(a) The Association in General Meeting may by resolution remove any Member of the Committee from the Committee before the expiration of the Member’s term of office and may by resolution appoint another person to hold office until the expiration of the term of office of the Member so removed.

(b) If a Member of the Committee to whom a proposed resolution referred to in clause (a) relates makes representations in writing to the Secretary or President (not exceeding a reasonable length) and requests that the representation be notified to the Members of the Association, the Secretary or the President may send a copy of the representations to each Member of the Association or, if the representations are not so sent, the Member is entitled to require that the representations be read out at the meeting at which the resolution is considered.

22. MEETINGS AND QUORUM

(a) Four Members, including the President or Vice President present personally or by proxy at any General Meeting (including AGM and/or Special General Meeting) duly convened shall constitute a quorum.

(b) If within thirty minutes of the time fixed for the Meeting a quorum is not present, the meeting, if convened on the requisition of Members, shall be dissolved. In any other case, it shall stand adjourned to the same time on the following day or to such other time and place as the President or in his absence, the Vice President may direct and may proceed without notice and without a quorum being present.

23. DELEGATION BY COMMITTEE TO SUB-COMMITTEE

(a) The Committee may, by instrument in writing, delegate to one or more sub-committees (consisting of such Member or Members of the Association as the Committee thinks fit) the exercise of such of the functions of the Committee as are specified in the instrument, other than:

(i) this power of delegation, and

(ii) a function which is a duty imposed on the Committee by the Act or by any other law.

(b) A function the exercise of which has been delegated to a sub-committee under this rule may, while the delegation remains unrevoked, be exercised from time to time by the sub-committee in accordance with the terms of the delegation

(c) A delegation under this section may be made subject to such conditions or limitations as to the exercise of any function, or as to time or circumstances, as may be specified in the instrument of delegation.

(d) Despite any delegation under this rule, the Committee may continue to exercise any function delegated

(e) Any act or thing done or suffered by a sub-committee acting in the exercise of a delegation under this rule has the same force and effect as it would have if it had been done or suffered by the Committee

(g) The Committee may, by instrument in writing, revoke wholly or in part any delegation under this rule

(h) A sub-committee may meet and adjourn, as it thinks proper.

24. VOTING AND DECISIONS

(a) Questions arising at a meeting of the Committee or of any sub-committee appointed by the Committee are to be determined by a majority of the votes of Members of the Committee or sub-committee present at the meeting

(b) Each Member present at a meeting of the Committee or of any sub-committee appointed by the Committee (including the person presiding at the meeting) is entitled to one vote but, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote

(c) Subject to rule 20, the Committee may act despite any vacancy on the Committee

(d) Any act or thing done or suffered, or purporting to have been done or suffered, by the Committee or by a sub-committee appointed by the Committee, is valid and effectual despite any defect that may afterwards be discovered in the appointment or qualification of any Member of the Committee or sub-committee.

25. ANNUAL GENERAL MEETING

(a) An Annual General Meeting (AGM) shall be held within five (5) months of the close of the financial year, which shall be the thirtieth day of June in each year.

(b) The business of each Annual General Meeting shall be to:

(i) confirm the Minutes of the last preceding AGM

(ii) receive and adopt the Balance Sheet and Accounts for the preceding financial year

(iii) receive the President's Annual Report

(iv) receive the reports of sub-committees

(v) elect the President, Vice-President and Secretary/Treasurer of the Association for the ensuing year

(vi) determine the rate of subscription for the current financial year

(vii) consider and act upon any other business of which due notice has been given

(viii) to receive and consider the statement which is required to be submitted to Members under section 26(6) of the Act.

An Annual General Meeting must be specified as such in the notice convening it.

26. SPECIAL GENERAL MEETING

(a) The President or Committee may, whenever they think fit, and the President or Secretary shall, upon being required to do so by a requisition made in writing by at least two Members and within fourteen days of the receipt of such requisition, call a Special General Meeting of the Association.

(b) At a Special General Meeting convened on the requisition of Members, only such business as is specified in the requisition, or such other business, as the Committee considers necessary, shall be transacted.

27. NOTICES OF GENERAL MEETINGS

(a) Not less than twenty-eight clear days notice of any General Meeting (including AGM and / or Special General Meeting) shall be given in writing and such notice shall specify the place and date and the hour of such General Meeting.

(b) Notice of a General Meeting may be given by pre-paid post or personal service, facsimile or by electronic means, and in relation to post will be deemed to have been served when the letter would be delivered in the ordinary course of post.

(c) The accidental omission to give notice to or the non receipt by a Member of any notice shall not invalidate the proceedings or resolutions of any General Meeting or Special General Meeting.

(d) If the nature of the business proposed to be dealt with at a General Meeting requires a special resolution of the Association, the Secretary must, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be given to each Member specifying, the intention to propose the resolution as a special resolution.

(e) No business other than that specified in the notice convening a General Meeting is to be transacted at the meeting except, in the case of an Annual General Meeting, business which may be transacted under rule 25.

(f) A Member desiring to bring any business before a General Meeting may give notice in writing of that business to the Secretary who must include that business in the next notice calling a General Meeting given after receipt of the notice from the Member.

28. PROCEEDINGS IN GENERAL MEETINGS

(a) Each Member shall be entitled to attend all General Meetings (including AGM and / or Special General Meeting). Each Member shall have one vote.

(b) Any Member may appoint a proxy with power to vote on his / her behalf at any General Meeting (including AGM and / or Special General Meeting). The appointment of such proxies must be in writing and notification of the appointment must be in the hands of the Secretary at least forty-eight (48) hours before the advised opening time of the meeting for which the proxy exists. No delegate may hold more than three proxy votes.

(c) The notice appointing the proxy is to be in the form set out in Appendix 2 to these rules.

(d) The President or, in his absence, the Vice President, shall preside at all General Meetings of the Federation. In the event of even voting he / she shall have a casting vote and he / she shall have an ordinary as well as a casting vote.

29. ADJOURNMENT

(a) The chairman of a General Meeting at which a quorum is present may, with the consent of the majority of Members present at the meeting, adjourn the meeting from time to time and place to place, but no business is to be transacted at an adjourned meeting other than the business left unfinished at the Meeting at which the adjournment took place.

(b) If a General Meeting is adjourned for 14 days or more, the Secretary must give written or oral notice of the adjourned meeting to each Member of the Association stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.

(c) Except as provided in clauses (a) and (b), notice of an adjournment of a General Meeting or of the business to be transacted at an adjourned Meeting is not required to be given.

30. MAKING OF DECISIONS

(a) A question arising at a General Meeting of the Association is to be determined on a show of hands and, unless before or on the declaration of the show of hands a poll is demanded, a declaration by the chairperson that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, or an entry to that effect in the minute book of the Association, is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution.

(b) At a General Meeting of the Association, a poll may be demanded by the chairperson or by at least three Members present in person or by proxy at the meeting.

(c) If a poll is demanded at a general meeting, the poll must be taken:

(i) immediately in the case of a poll which relates to the election of the chairperson of the meeting or to the question of an adjournment, or

(ii) in any other case, in such manner and at such time before the close of the meeting as the chairperson directs, and the resolution of the poll on the matter is taken to be the resolution of the meeting on that matter.

31. SPECIAL RESOLUTION

A resolution of the Association is a special resolution:

(a) If it is passed by a majority which comprises at least three-quarters of such Members of the Association present, being entitled under these rules so to do, vote in person or by proxy at a General Meeting of which at least 21 days’ written notice specifying the intention to propose the resolution as a special resolution was given in accordance with these rules, or

(b) Where it is made to appear to the Commissioner of the Office of Fair Trading that it is not practicable for the resolution to be passed in the manner specified in paragraph (a), if the resolution is passed in a manner specified by the Commissioner.

32. REGISTERED OFFICE AND OFFICER

(a) The Public Officer shall be appointed or dismissed by the Committee and the Committee shall determine his duties and remuneration, if any. The President shall when necessary appoint an Acting Public Officer until the next Committee meeting or for any lesser period.

(b) The Public Officer shall attend all General and Committee Meetings and he / she shall be entitled to a vote, which may include a vote as a proxy. He/she shall keep a record of all such Meetings and he shall forward copies of the minutes of such meetings to all Members and minutes of all General Meetings to all Ordinary Members present at the Meeting.

(c) The Public Officer of the Association and the registered office shall be located at an address as may be determined by the Committee and be notified to all Members.

33. BANKING AUTHORITY AND AUTHORITY TO SIGN

(a) Any two of the President, Vice President, Treasurer and Public Officer shall sign all negotiable instruments, agreements and documents on behalf of and in the name of the Association.

(b) No real property or investments shall be acquired or dispensed of without the prior approval of two thirds of the Committee.

34. DISSOLUTION

The Association may be dissolved only by a special resolution passed by a majority of not less than three-fourths of such Members entitled to vote who are present personally or by proxy at a Special General Meeting convened in accordance with this Constitution for the purpose of considering such special resolution.

In the event of there being a surplus of assets over liabilities, such surplus shall be paid and applied by the Association, in accordance with its powers, to any organisation which has similar objects and which itself has rules prohibiting the distribution of assets and income to its Members. The meeting resolving on such dissolution shall make such arrangements as it may deem fit for the distribution of funds and the appointment of a person or persons charged with such distributions.

35. LEGAL REPRESENTATION

The Association may from time to time appoint any Solicitor or firm of Solicitors or Counsel to represent it before any court, Commission or Tribunal in the interests of the Association or its Members.

36. AMENDMENT OF CONSTITUTION

Any amendment of these Rules and Constitution shall be effected only by a special resolution passed by a majority of not less than three-fourths of such Members entitled to vote, who are present personally or by proxy at a General Meeting of which notice specifying the intention to propose the resolution has been given according to this Constitution. The notice shall state fully the nature of any proposed alterations, additions or amendments.

37. INDEMNITY

No Member of the Committee or other officer or employee of the Association shall be liable for acts, receipt, neglects or defaults of any other Member or officer or employee, or for joining in any receipt or other act for conformity, or for any loss or expense happening to the Association through the insufficiency or deficiency of title to any property acquired by order of the Committee for or on behalf of the Association, or for the insufficiency or deficiency of any security in or upon which any of the money of the Association shall be invested, or for the loss or damage arising from bankruptcy, insolvency or tortious acts of any person with whom any monies, securities or effects shall be deposited, or for any loss occasioned by any error of judgement or oversight on his part, or for any loss, damage or misfortune whatever which shall happen in the execution of his office in relation thereto unless the same happens through his own fraud.

38. INSURANCE

The association may effect and maintain insurance.

39. FUNDS – SOURCE

(a) The funds of the Association are to be derived from entrance fees and annual subscriptions of Members, donations and, subject to any resolution passed by the Association in general meeting, such other sources as the Committee determines.

(b) All money received by the Association must be deposited as soon as practicable and without deduction to the credit of the Association’s bank account.

(c) The Association must, as soon as practicable after receiving any money, issue an appropriate receipt.

40. FUNDS – MANAGEMENT

(a) Subject to any resolution passed by the Association in General Meeting, the funds of the Association are to be used in pursuance of the objects of the Association in such manner as the Committee determines.

(b) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by any two Members of the Committee of the Association, being Members authorised to do so by the Committee.

41. CUSTODY OF BOOKS

Except as otherwise provided by these rules, the Public Officer must keep in his or her custody or under his or her control all records, books and other documents relating to the Association.

42. INSPECTION OF BOOKS

The records, books and other documents of the Association must be open to inspection, free of charge, by a Member of the Association at any reasonable hour.