THE FRIENDS OF THE SOUTH RHINE CEMETERY SOCIETY (SA)
CONSTITUTION
1. NAME
The name of the Association is the FRIENDS OF THE SOUTH RHINE CEMETERY SOCIETY (SA) referred to herein as ‘the Society’.
2. DEFINITIONS
In these rules unless the contrary intention appears:
· ‘Committee’ means the Committee of Management of the Society.
· ‘Meeting’ means a general meeting of members of the Society convened in accordance with these rules.
· ‘Member’ means a member of the Society.
.’Burial’ means the burial of human remains in a normal depth grave.
· The ‘Act’ means the Associations Incorporation Act, 1985, as amended.
· The ‘Regulations’ means the Associations Regulations, 1985.
. ‘Registrant’ means any member who has paid for or who has officially registered for a burial plot at South Rhine.
.’In Writing’ shall include print-out of complete e-mail messages.
3. OBJECTS AND PURPOSES
The objects and purposes of the Society shall be:
3.1 To provide management and maintenance of the SOUTH RHINE CEMETERY.
3.2 To protect and conserve the heritage of, and foster within the cemetery a pleasant environment for quiet reflection.
3.3 To accept any gift, endowment or bequest made to the Society, generally or for the purpose of
any specific object, and to carry out any trusts attached to any gift, endowment or bequest, subject to agreement of the Committee.
3.4To do all such other things as may be incidental to the attainment of such objects and purposes.
4. POWERS
The Society shall have all the powers conferred by section 25 of the Act and in addition have the following powers:
4.1 Subject to this rule the Society 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.
4.2 To Create and build up investment funds so that there might be a self sustaining source of income for maintenance and improvements.
4.3 To conduct appeals for funds and accept donations whether of real or personal estate and devises and bequests with the power to retain any such devises or bequests in the forms devised or bequeathed.
4.4 To purchase take or lease, exchange, hire or otherwise acquire and dispose of any real or personal property which may be deemed necessary or convenient for any objects and purposes of the Society.
4.5 To do all such other lawful things as may be incidental or conducive to the attainment of the objects and purposes and the exercise of the powers of the Society.
4.6 For clarity and not withstanding all powers granted by the act and this constitution, no Member of the Society may incur any liability whatsoever on behalf of the Society without the approval of the Management Committee.
5. PATRON
The Society may from time to time appoint a Patron and one or more Vice-Patrons to the Society.
6. MEMBERSHIP AND SUBSCRIPTIONS
6.1 Members shall be persons who have agreed to accept the objects and purposes of the Society as are published by the Society, and as are displayed on the Web Site.
6.2 Any person or persons wishing to become a member of the Society shall make application for membership by written application or by using the Member Registration function of the Web Site. Upon the acceptance of the application by the Committee applicants will be afforded membership.
6.3 The Committee may decline to accept any such application if they consider that such membership would not be in the best interests of the Society.
6.4 Annual subscriptions, if established, will be due for payment on or before the first day of July in each year. The amount of subscription payable upon application will be for a full year where application is made between the first day of July and the thirty-first day of December in any year and thereafter, up to and including the thirtieth day of June, at the rate of one half of the annual amount. In all other cases reduced subscriptions will be payable only at the discretion of the Committee upon receipt of a written request from any member.
6.5 Any member, whose subscription is outstanding for more than six months after the due date for payment, shall cease to be a member of the Society, provided always that the Committee may reinstate such a person’s membership on any such terms as it thinks fit.
6.6 The Secretary shall cause to be maintained a Register of Members.
6.7 Each member is bound to observe and abide by the Rules and any duly made alterations and/or modifications thereof.
6.8 Members who are recognised as former attending members of the South Rhine Uniting Church and persons who have forebears or family members there already may be given preference in the allocation of burial plots over ordinary members of the public.
7. DISCONTINUANCE OF MEMBERSHIP
Any member may resign membership by notice in writing to the Committee. A member so resigning shall be liable for any outstanding subscriptions or other moneys due or payable to the Society and for any property of the Society in that members possession at the time of such resignation.
7.1 The Committee shall have power upon giving at least one calendar month’s notice delivered personally or by certified mail to the address appearing in the Register specifying the conduct to which objection is taken to call upon any member to attend a meeting of the Committee to justify and explain any conduct which in the opinion of the Committee is injurious to the interests of the Society.
7.2 The Committee shall have power to expel or suspend from membership or ask for the resignation of any offending member as described in the preceding Rule at the meeting or any subsequent meeting called to discuss the member’s conduct.
7.3 In the event of non-attendance by such member at any such meeting the Committee may in the member’s absence use the power given in this Rule.
7.4 Voting on the question shall be by secret ballot by the Committee and the decision of the majority shall be final and shall be given by mail to the accused member within fourteen days.
7.5 If the offending member is asked to resign and does not tender such resignation within fourteen days of receiving such notice such member shall be expelled from membership of the Society.
8. COMMITTEE OF MANAGEMENT
The affairs of the Society shall be managed and controlled exclusively by a Committee, elected by members at the Annual General Meeting, or by electronic ballot. In addition to any powers and authorities conferred by these rules the Committee may exercise all such powers and do all such things as are within the objects of the Society, and are met by the Act, or are required by these rules to be done by the Society in general meeting.
8.1 The Committee shall have a minimum of five and a maximum of nine members all being members of the Society. At its first meeting, the Committee shall appoint a Chair and Secretary Treasurer from among its number.
8.2 The Chair shall be the chairperson of Committee meetings as well as all general meetings of the Society, up to and including the next Annual General Meeting. If such person is absent then the members at any such meeting shall elect a member to preside as Chairperson.
8.3 The Committee shall appoint a Curator who will serve as a member of the Committee and the position of Curator is not required to be filled by election at Annual General Meetings
8.4 The Committee may appoint a new Curator at its own discretion at any time
8.5 The Committee may award an honorarium to the Curator if it considers that this is appropriate, and such payment shall be additional to any reasonable claims for expenses submitted to the Society by the Curator.
8.6 All other positions are Honorary and no other member of the Committee shall be entitled to any remuneration or benefit from the income of the Society by virtue of holding a position on the Committee.
8.7 The Committee shall have the power to appoint such officers and employees as are required to carry out the objects of the Society (including a Public Officer) required by the Act, and may discuss or delegate any of its powers to such officers and employees including but without limiting the foregoing to formulate by-laws or terms of reference.
8.8 Committee members shall be entitled to reimbursement for all reasonable out-of-pocket expenses incurred by them in carrying out their respective and /or allotted duties on behalf of the Society. Claims for reimbursement shall be submitted in written form as required from time to time by the Committee for approval prior to payment.
8.9 The first Committee, or whenever for any reason whatsoever a new Committee is appointed, shall hold office until the first annual general meeting thereafter at which time two of the members of the Committee, who shall be chosen by ballot shall retire from the Committee but shall be eligible for reappointment At each subsequent annual general meeting two members of the Committee, according to length of service, shall retire by rotation and be eligible for reappointment. In the event of equality of length of service, Committee members to retire in accordance with the foregoing shall be chosen by ballot.
8.10 A casual vacancy amongst the members of the Committee may be filled by the Committee and such a member shall hold office until the next annual general meeting and shall be eligible for reappointment.
8.11 A retiring Committee Member shall be eligible to stand for re-election without nomination providing the Member has signified a willingness to stand. Nominations for committee positions shall be accepted from the floor at the Annual General Meeting.
8.12 If only the required number of persons are nominated to fill the existing vacancies, the Secretary shall report accordingly to the annual general meeting, and the Chairperson shall declare such persons duly elected as committee members.
9. DISQUALIFICATION OF MEMBER OF COMMITTEE
The office of any Committee Member shall become vacant if a Committee Member is:
(1) Disqualified by the Act.
(2) Expelled under these Rules.
(3) Permanently incapacitated by ill-health.
(4) Absent without apology from more than three consecutive committee meetings or more than half of the committee meetings in a financial year.
10. PROCEEDINGS OF COMMITTEE
10.1 The Committee shall meet regularly together for the dispatch of business but not less than twice a year. Such meetings may be conducted by telephone conference calls or by Internet conferencing.
10.2 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.
10.3 A quorum to the meeting of the Committee shall be three members thereof.
10.4 A member of the Committee having a pecuniary interest in a contract with the Society must disclose that interest to the Committee as required by the Act, and shall not vote with respect to that contract.
11. SUB-COMMITTEES
The Committee may appoint and form from the Membership of the Society such subcommittees as are deemed acceptable and desirable by the Committee and may depute to them such powers and duties of the Committee as it may from time to time determine. Such sub-committee shall keep minutes of and report its proceedings to the Committee regularly as requested by the Committee and shall conduct its business as discussed by the Committee.
12. FINANCIAL YEAR
The financial year of the Society shall be the period commencing in the first day of July in each year and ending in the thirtieth day of June in each ensuing year.
13. RULES
Subject to approval by a resolution of the members at a special general meeting of the Society these rules may be altered (including any alteration to name) or be rescinded and replaced by substituted rules. Such an alteration shall be registered with the Office of Consumer and Business Affairs as required by the Act. The registered rules shall bind the Society and every member to the same extent as if they had respectively signed and sealed them, and agreed to be bound by all of the provisions thereof.
14. THE SEAL
14.1 The Society shall have a common seal upon which its corporate name shall appear in legible characters.
14.2 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 Society. The affixing of the seal shall be witnessed by the President and Secretary at the time.
14.3 The seal shall be kept in the custody of the Secretary or such ether person as the Committee may from time to time decide.
15. MEETINGS
15.1 The annual general meeting shall be held within five months after the end of its financial year.
15.2 The Committee may call a special general meeting of the Society at any time, and shall call an annual general meeting in accordance with the Act.
15.3 Upon a requisition in writing of not less than twenty-five per cent of the total number of members, the Committee shall within one month of the receipt of the requisition, convene a special general meeting for the purpose specified in the requisition.
15.4 Every requisition for a special general meeting shall be signed by the members making the same and shall state the purpose of the meeting.
15.5 If a special general meeting is not convened within two months as required by sub-rule 15.3 the requisitioners 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 requisitioners are supplied free of charge with particulars of the members entitled to receive a notice of meeting. The reasonable expenses of convening and conducting such a meeting shall be borne by the Society.
15.6 Subject to sub-rule 15.7 at least twenty-eight 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 the business at the meeting shall be the consideration of the Financial Statements and Reports of the Committee and the Auditors, the Appointment of Auditors and Committee Members (if required), and Any Other Business requiring consideration by the Society in general meeting.
15.7 Notice of a meeting at which a special resolution is to be proposed shall be given at least Forty two days prior to the date of the meeting.
15.8 A notice may be given by the Society to any member by serving the member with the notice personally, or by sending it by “Read Receipt requested” e-mail, or by sending it by post to the address appearing in the Register of Members.
15.9 Where a notice is sent by post, or by e-mail service of the notice shall be deemed to be effected if it is properly addressed and posted to the member by normal mail methods.
16. REGISTER OF MEMBERS
The Secretary shall cause the establishment and maintenance of the Register of Members and shall ensure that the same is current detailing the names of members for the time being. The Register of Members shall for any reasonable purpose be made available to any member to peruse at any reasonable time free of charge upon request, and may be reprinted and circulated to members.
17. PROCEEDINGS AT MEETINGS
17.1 Six members present personally or no less than 4 members collectively holding at least two written proxies as provided in rule 20 shall constitute a quorum at any general meeting.
17.2 If within thirty minutes after the time appointed for the meeting a quorum of members is not present, a meeting convened upon the requisition of members shall lapse. In any other case, the meeting shall stand adjourned to a date, time and place to be agreed by those present 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 If there is no Chairperson 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.
17.4 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.
17.5 When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as if that meeting were an original meeting of members.
17.6 At any general meeting, a resolution put to a vote shall be decided on a show of hands and a declaration by the Chairperson of the meeting that a resolution has been carried or lost, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of, or against, the resolution.
17.7 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.
17.8 A poll demanded on the election of a Chairperson of a meeting or on any question of an adjournment, shall be taken at the meeting and without adjournment.
18. MINUTES
Proper minutes of all proceedings of meetings of the Society and of meetings of the Committee shall be entered within one month after the relevant meeting in minute books kept for the purpose.
18.1 The minutes kept pursuant to this 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.
18.2 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 the meeting shall be deemed to have been duly held, and that all appointments made at a meeting shall be deemed to be valid.
19. VOTING RIGHTS
Subject to these rules each member present in person or by proxy shall be entitled to one vote.
19.1 The Uniting Church of South Australia shall be entitled to appoint one person who need not be a member of the Society to represent it at a particular meeting or at all meetings of the Society. Such an appointment shall be notified to the Society in writing.
20. PROXIES
A member shall be entitled to appoint in writing a person who is also a member of the Society to be his/her proxy, and attend and vote at any meeting of the Society.
21. ACCOUNTING
21.1 The Treasurer shall receive all moneys of the Society and account for the same.
21.2 The Treasurer shall issue receipts for all moneys of the Society received.
21.3 All moneys of the Society shall be promptly paid into the appropriate bank account of the Society.
21.4 Account books showing the financial affairs of the Society shall be kept by the Treasurer. These books shall be open for inspection to all members of the Committee at any reasonable time free of charge.
21.5 The accounts of the Society shall be audited each year.
21.6 All payments excepting petty cash payments shall be made by cheque signed by two Members of the Committee, duly appointed cheque signatories, for the time being of the Society or by electronic means provided prior written consent of one other account signatory is given.
21.7 Petty cash floats will be determined by the Committee and paid by cheque or by electronic means. All petty cash expenditure paid out of a float for such purposes shall be recorded in the form required by the Committee using the impression method of record resulting in total expense being reimbursed periodically as required to maintain the value of the float Variation of the float is the responsibility of the Committee. An annual statement of account is required to be submitted to the Treasurer.
21.8 The Treasurer shall, at each annual general meeting of the Society, present the audited financial statements together with the auditor’s report thereon to the members.
22. AUDITORS
An auditor shall be appointed at each annual general meeting. Any vacancy occurring shall be filled by an appointment of the Committee.
22.1 The auditor shall be responsible for the auditing of the accounts of the Society in accordance with the Act and Australian Accounting Standards and Auditing Practices.
22.2 The auditor shall certify the annual financial statements including a statement of income and expenditure and balance sheet relative to the Society before they are submitted to the annual general meeting. 22.3 The auditor may be a member of the Society.
23. NON-PROFIT
The income and property of the Society whensoever derived shall be applied solely towards the promotion of the objects of the Society and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to the members or relatives of members of the Society, providing that nothing herein shall prevent the payment in good faith of remuneration to any officer or servant of the Society in return for any service actually rendered to the Society or reasonable and proper rental for premises let by any member of the Society.
24. WINDING-UP
If, upon the winding-up or dissolution of the Society, there remains after the satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid or distributed amongst the members of the Society but shall be given or transferred in the first instance to the Uniting Church of South Australia to be held in trust for the administration or endowment of the South Rhine Cemetery, or to some other association or institution having objects similar to the objects of the Society and which shall prohibit the distribution of its income and property amongst its members to an extent at least as great as is imposed on the Society; such association or institution to be determined by the members of the Society at or before the time of dissolution and in default thereof by such judge of the Supreme Court of South Australia as may have or acquire jurisdiction in the matter.