The Constitution of the the ZGWA
CONTENTS
DEFINITIONS AND INTERPRETATION 1
1. NAME 2
3. POWERS 2
4. APPLICATION OF PROPERTY AND INCOME 2
5. MEMBERSHIP 2-3
6. THE COUNCIL 3-4
7. APPOINTMENT OF COUNCIL 4
8. CASUAL VACANCIES IN THE COUNCIL 4 - 5
9. PROCEEDINGS OF COUNCIL 5
10. GENERAL MEETINGS 6
11. ANNUAL GENERAL MEETING 6
12. NOTICE 6 - 7
13. PROCEEDINGS OF ALL GENERAL MEETINGS 7
14. PROXIES 7
15. QUORUM IN PROCEEDINGS AT GENERAL MEETING 7 - 8
16. OFFICERS 8
17. WORKING PARTIES 8
18. ELIGIBILITY FOR APPOINTMENT TO OFFICES AND
WORKING PARTIES 8
19. SECRETARY 8 - 9
20. TREASURER 9 - 10
21. COMMON SEAL OF THE ASSOCIATION 11
22. CONSTITUTION OF THE ASSOCIATION 11
23. INSPECTION OF RECORDS ETC OF THE ASSOCIATION 11
24. EXPULSION OF MEMBERS 12
25. DISTRIBUTION OF SURPLUS PROPERTY ON WINDING UP OF ASSOCIATION 12
DEFINITIONS AND INTERPRETATION
In this Constitution, so far as the context permits:-
"Consensus" means allowing the opportunity to hear and discuss a
proposed resolution until each person present agrees to abide by it;
"General Meeting" includes Annual General Meetings;
"the Act" means the Association Incorporation Act 1987;
"special resolution" has the meaning ascribed by Section 24 of the Act.
A reference to any Act or provision of an Act is a reference to that Act
or provision as may be amended or substituted from time to time.
1. NAME
The name of the Association shall be The Zen Group of Western Australia (Inc)
2. OBJECTS
The objects of the Association are:-
To promote the development of the Zen Buddhist religion by the establishment and operation in Western Australia of facilities and the engagement of teachers and other necessary personnel for the teaching and practice of meditation and other spiritual practices and study as taught in the tradition of the Diamond Sangha and by such other means as the Council of the Association may from time to time determine.
3. POWERS
The Association has1 the power to do alt such things as are necessary for or incidental to the attainment of its objects.
4. APPLICATION OF PROPERTY & INCOME
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, except in good* faith in the promotion of those objects.
5. MEMBERSHIP
5.1 Membership of the Association is open to all natural persons.
5.2 The members of the Association shall from time to time in General
Meeting determine:-
5.2.1 the manner in which persons shall apply for member-ship of the Association;
5.2.2 the amount of the subscription to be paid by the members; and
5.2.3 the due date for payment of subscriptions.
5.3 The members of the Association shall be:-
5-3.1 those persons who have applied for membership in such manner as
the membership has determined and have paid the necessary-
subscription; and
5.3.2 those persons on whom membership has been conferred by the Association, such membership being conferred by resolution of the membership in General Meeting and to apply for such time and subject to such terms and conditions (including honorary membership) as the membership sees fit,
5-4 A member who fails to pay his or her subscription when it is due ceases to be a member.
5.5 A member who delivers notice in writing of his or her resignation from the Association to a Member of the Council or Officer of the Associate - ceases on that delivery to be a member but remains liable for any subscription outstanding at the time of that cessation.
5.6 This Clause is subject to the provisions1 in this Constitution relating to the expulsion of members (Clause 24).
6. THE COUNCIL
6,1 The affairs of the Association shall be managed by a Council consisting of six (6) elected members of the Association.
6.2 Decisions or the Council shall be made by Consensus,
6.3 The Council shall in its authority and its actions at all times be subject to the will of the membership of the Association as expressed in resolution at a General Meeting but no resolution made by the Association shall invalidate any prior act of the Council which would have been valid if that resolution had not been passed.
7. APPOINTMENT TO THE COUNCIL
The various Members of the Council shall be appointed by the members of the Association each year by secret ballot to be held at the Annual General Meeting. Subject to the provisions in this Constitution regarding casual vacancies the appointees shall be Members of the Council until the following Annual General Meeting and may then be re-appointed.
8. CASUAL VACANCIES IN THE COUNCIL
8.1 A Council Member ceases to be a Member of the Council and a casual vacancy occurs if he or she:-
8.1.1 dies;
8.1.2 resigns by notice in writing to another Council Member;
8.1.3 is convicted of an offence under the Act;
8.1.4 is permanently incapacitated by mental or physical ill health;
8.1.5 is absent for more than:-
8.1-5.1 three consecutive Council meetings; or
8.1-5.2 Three Council meetings in the same year, of which he or she has received notice without tendering an apology to the Council at each of those Council meetings:-
8.1.6 ceases to be a member of the Association,
8.2 Where a casual vacancy occurs in the Council the Council shall, as soon after as is practicable, appoint a member of the Association to fill that vacancy and that member shall be a Member of the Council until the next following Annual General Meeting.
9. PROCEEDINGS OF COUNCIL
9.1 The Council shall meet together for the dispatch of business on such occasion as the Council sees fit but not less than twice in each year.
Any Member of the Council may convene a meeting of the Council at any time.
9.2 A Chairperson shall be appointed at each meeting or the Council.
9.3 Subject to this Constitution, the procedure and order of business to be followed at a Council meeting shall be determined by those Council Members present at the meeting.
9.4 Three (3) Members of the Council constitute a quorum.
9.5 A declaration by the chairperson that a resolution has been passed shall be evidence of that fact.
9.6 A Council Member having any direct or indirect pecuniary interest of a type referred to in the Act (Sections 21 and 22) shall comply with the provisions of the Act relevant to such interests.
10. GENERAL MEETINGS
10.1 The Council may convene a General Meeting of the Association at: any time but not less than once in each period of twelve (12) calendar months.
10.2 The Council shall within 30 days of any Member of the Council receiving a request in writing from not less than 5 members convene a General Meeting. The request shall state clearly the matters sought to be addressed at the General Meeting. If a General Meeting is not convened within 30 days of a proper request in writing being received the members who made the request concerned may themselves convene a General Meeting as if they were the Council. The members convening the meeting shall ensure that notice of the meeting is given to all other members in compliance with Clause 12 as if they were the Secretary. The Council shall ensure that those members convening such a General Meeting are supplied free of charge with particulars of all members- The Association shall pay the reasonable expenses of convening and holding that meeting unless the Association by resolution at that meeting otherwise resolves.
11. ANNUAL GENERAL MEETINGS
11.1 The Council shall convene an Annual General Meeting in every calendar year.
11.2 The first item of business at an Annual General Meeting, after the appointment of a Chairperson, shall be the consideration of accounts and reports of the Council.
12. NOTICE
12.1 The Secretary shall give to all members notice in writing of a11 General Meetings, including meetings adjourned under Clause 15.2.2, not less than seven (7) days prior to a meeting which notice shall indicate the time and place of the meeting and the business proposed to be dealt with at that meeting.
12.2 Notice sent by pre-paid post to the relevant: address appearing in the register of members (maintained pursuant to Clause 19.1.3) shall be sufficient notice to a member for all purposes under this Constitution.
13. PROCEEDINGS OF ALL GENERAL MEETINGS
13.1 Subject to the Act and this Constitution resolutions at General Meetings shall be made by Consensus unless, in relation to a particular decision, a vote is demanded by at least half of the members present in which case that particular resolution shall be made by simple majority vote-
13.2 A Chairperson shall be appointed at each General Meeting.
13.3 Any vote to be taken shall be taken in such a manner as the Chairperson directs.
13.4 A declaration by the Chairperson that a resolution has been passed, whether by consensus or by vote, shall be evidence of that fact.
13.5 Each member present at a General Meeting, in person or by proxy, is entitled to a deliberative vote in any vote taken,
14. PROXIES
A member may appoint in writing another member to be the proxy of that first member and to attend and vote on behalf of that member at any General Meeting.
15. QUORUM IN PROCEEDINGS AT GENERAL MEETING
15.1 At a General Meeting 10 members present in person or by proxy constitute a quorum.
15.2 If by 15 minutes after the meeting time (or a General Meeting as stated in the notice given under Clause 12) no quorum is present, that meeting shall:-
15.2.1 in the case of a meeting convened by members under Clause 10.2, be dissolved;
15.2.2 in any other case, be adjourned, as far as is practicably possible, to the same place at the same time on the same day of the following fortnight at which adjourned meeting no quorum shall be necessary.
15.3 There shall not be transacted at an adjourned General Meeting any business other than business left unfinished or on the agenda at the time when the General Meeting was adjourned,
16. OFFICERS
The Council shall appoint a Secretary and a Treasurer and may create such other office or offices as it sees fit for the purpose of carrying out the functions of the Council.
17. WORKING PARTIES
The Council may create working parties under such titles or styles as it sees fit for the purpose of carrying out the functions of the Council.
18. ELIGIBILITY FOR APPOINTMENT TO OFFICES & WORKING PARTIES
The Council may appoint any natural person to any office of the Association or to any working party created by it whether that person is a member of the Association or not.
19. SECRETARY
19.1 The Secretary shall:-
19.1.1 co-ordinate the correspondence of the Association;
19.1.2 Ensure that full and correct minutes of the proceedings of the
Council and the Association are kept;
19.1-3 shall keep and maintain in an up-to-date condition a register of the members of the Association and their postal or residential addresses (Section 27 of the Act);
19.1.4 shall keep and maintain in an up-to-date condition the Constitution of the Association (Section 28 of the Act);
19.1.5 shall maintain a record of the names and residential or postal addresses of the persons who hold the Offices of the Association provided for by the Constitution including all persons who are authorized to use the Common Seal of the Association (Section 29(a) of the Act);
19.1.6 shall maintain a record of the names and residential or postal addresses of the Members of the Council (Section 29(a) of the Act);
19.1.7 shall maintain a record of the names and residential or postal addresses of any persons who are appointed or act as trustees on behalf of the Association (Section 29(b) of the Act);
19.1.8 have custody of all books, documents, records and registers of the Association, other than those required to be kept ar-maintained by, or in the custody of, the Treasurer; and
19.1.9 perform such other duties as are required of him or her by the Council.
20. TREASURER
20.1 The Treasurer shall: -
20.1.1 Be responsible for the receipt of a11 monies paid to or received by the Association and shall issue receipts for those,
monies in the name of the Association;
20.1.2 pay all monies received by the Association into such account or
accounts of the Association as the Council directs;
20.1.3 make payments from the funds of the Association with the authority of a General Meeting or of the Council and in so doing ensure that alt cheques are signed by one Council Member as well as him or herself;
20.1.4 keep such accounting records as correctly record and explain the financial transactions and financial position of the Association (Section 25(a) of the Act);
20.1.5 keep the Association’s accounting records in such manner as will enable true and fair accounts of the Association to be prepared from time to time (Section 29(b) of the Act);
20.1.6 keep the Association’s accounting records in such manner as will enable true and fair accounts of the Association to be conveniently and properly audited (Section 29c of the Act);
20.1.7 shall submit to the members at the 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;
20.1.8 whenever directed to do so by the Council, submit to the
Council a report, balance sheet or financial statement in accordance with that direction;
20.1.9 have custody of all securities, books and documents of a
financial nature and accounting records of the Association;
20.1.10 perform such other duties as are required of him or her by the
Counci1 .
21. COMMON SEAL OF THE ASSOCIATION
21.1 The Association shall have a Common Seal on which its corporate name
shall appear in legible characters.
21.2 The Common Seal of the Association shall not be used on any occasion
except with the approval of the Council expressly directed to that specific occasion. Every use of that Common Seal shall be recorded in the minute book of Council proceedings.
21.3 The affixing of the Common Seal of the Association shall be witnessed by
the Treasurer and any (other) two Members of the Council.
21.4 The Common Seal of the Association shall be kept in the custody of the
Treasurer or of such other person as the Council from time to time directs.
22. THE CONSTITUTION OF THE ASSOCIATION
22.1 The Association may by special resolution as required by the Act
(Sections 17, 18 and 19) alter or rescind any part of, or make additions to, this Constitution.
22.2 This Constitution binds every member and the Association to the same
extent as if every member and the Association had signed and sealed this
Constitution and agreed to be bound by alt its provisions.
23. INSPECTION OF RECORDS ETC OF THE ASSOCIATION
A member may at any reasonable time inspect without charge a11 records, financial or otherwise, of the Association.
24. EXPULSION OF MEMBERS
24.1 A member may be suspended or expelled by, and only by, special resolution of the members at a General Meeting.
24.2 The resolution to suspend a member shall be effective for such periods and subject to such terms and conditions as the members by special resolution decide.
24.3 The expulsion or suspension of a member shall not be effective unless that member had first been given a reasonable opportunity to be heard by the membership at the relevant General Meeting.
25. DISTRIBUTION OF SURPLUS PROPERTY ON WINDING UP OF ASSOCIATION
25.1 The Association may be voluntarily wound up by, and only by, special resolution of the members at a General Meeting.
25.2 If on the winding up of the Association any property of the Association remains after Satisfaction of the debts and liabilities of the Association and the expenses of that winding up, that property shall be distributed:-
25.2.1 to another incorporated association having objects similar to those of the Association; or
25.2-2 for charitable purposes, which incorporated association or charitable purpose, as the case may be, shall be determined by resolution of the members in General Meeting.
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