Constitution of Ausdance NSW
AUSTRALIAN DANCE COUNCIL
AUSDANCE NSW INCORPORATED
CONSTITUTION
Conformed Version (2008)
1 Name
1.1 The name of the association shall be the Australian Dance Council - Ausdance (New South Wales Branch) Incorporated, hereinafter referred to as Australian Dance Council - Ausdance (NSW) Inc. The Australian Dance Council - Ausdance (NSW) Inc. is a non-profit organisation. The trading names, business names, trademarks and any other service marks, publication or professional name or logo used by Ausdance shall be as determined by the Board from time to time.
1.2 Members of the Association are not bound by the rules, policies or protocol of the Australian Dance Council - Ausdance National, the National Council or the rules of any other member of the National Council.
2 Aims
2.1 To champion innovation, creativity and diversity in dance.
2.2 To advocate and demonstrate high standards of professionalism in the dance industry.
2.3 To mobilise cooperation in support of dance development.
2.4 To promote dance creation, presentation and participation.
2.5 To promote the interaction of NSW dance within the national and international arenas.
2.6 Ensure the stability and sustainability of the organisation.
3 Membership
3.1 Full membership of the Australian Dance Council - Ausdance (NSW) Inc. shall comprise any person of at least 16 years of age who pays the membership fee as determined by the Australian Dance Council -Ausdance (NSW) Inc. Executive and Board.
3.1a Deleted (19.12.02).
3.2 Group membership shall also be available to schools, dance companies, community arts groups and families.
3.3 Full, group, student and pensioner membership rates shall be reviewed annually and approved by the
Australian Dance Council - Ausdance (NSW) Inc. Executive and Board.
3.4 Students, pensioners and unemployed will be required to present proof of status on request.
3.5 Members will be entitled to reduced rates for all activities of the Association determined by the Australian Dance Council - Ausdance (NSW) Inc.
3.6 All full members have voting rights at state and regional meetings and elections.
3.7 The Australian Dance Council - Ausdance (NSW) Inc. may seek representation of other bodies on its committees. The terms of such arrangements shall be determined by the respective committees.
3.8 Institutional or Corporate membership of the Australian Dance Council - Ausdance (NSW) Inc. may be conferred by the NSW Executive and Board under special circumstances, by payment of a levy as determined by the NSW Executive and Board.
3.9 Full Life Membership shall be granted following a majority vote in favour of the bestowing of such membership at an Annual General Meeting. A majority vote shall mean no less than two-thirds of those full members present voting in favour.
3.10 A member of another State or Territory organisation in the Ausdance national network may transfer its paid-up membership to Ausdance (NSW) Inc. for the remaining duration of that membership.
3.11 The liability of a member of the Association to contribute towards the payment of 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 rules 3.1 to 3.3.
3.12.1 Where the Board is of the opinion that a member of the Association:
(a) has persistently refused or neglected to comply with a provision or provisions of these rules; or
(b) has persistently or wilfully acted in a manner prejudicial to the interests of the Association,
the Board may, by resolution,
(1) expel the member from the Association; or
(2) suspend the member from membership of the Association for a specific period.
3.12.2 A resolution of the Board under clause 3.12.1 is of no effect unless the Board, at a meeting held not earlier than 14 days and not later than 28 days after service on the member of a notice under clause 3.12.3, confirms the resolution in accordance with this rule.
3.12.3 Where the Board passes a resolution under clause 3.12.1, the Secretary shall, as soon as practicable, cause a notice in writing to be served on the member:
(a) setting out the resolution of the Board and the grounds on which it is based;
(b) stating that the member may address the Board at a meeting to be held not earlier than 14 days and not later than 28 days after service of the notice;
(c) stating the date, place and time of that meeting; and
(d) informing the member that the member may do either or both of the following:
(1) attend and speak at the meeting;
(2) submit to the Board at or prior to the date of that meeting written representations relating to the resolutions.
3.12.4 At a meeting of the Board held as referred to in clause 3.12.3, the Board shall:
(a) give to the member an opportunity to make oral representations;
(b) give due consideration to any written representations submitted to the Board by the member at or prior to the meeting;
(c) appoint an independent person to arbitrate in the dispute;
(d) have a process to bring the parties together to resolve the dispute at an early stage;
(e) where the dispute cannot be resolved internally by arbitration or mediation, to refer the matter to a Community Justice Centre which functions as "a centre for dispute settlements"; and
(f) after conclusion of the process done, if the dispute is not resolved, by resolution determine whether to confirm or to revoke the resolution.
3.12.5 Where the Board confirms a resolution under clause 3.12.4, the Secretary shall, within seven days after that confirmation, by notice in writing inform the member of the fact and of the member's right of appeal under rule 3.13.
3.12.6 A resolution confirmed by the Board under clause 3.12.4 does not take effect:
(a) until the expiration of the period within which the member is entitled to appeal against the resolution where the member does not exercise the right of appeal within that period; or
(b) where within that period the member exercises the right of appeal, unless and until the Association confirms the resolution pursuant to rule 3.13 - 4.
3.13.1 A member may appeal to the Association in a general meeting against a resolution of the Board which is confirmed under rule 3.12.4, within seven days after notice of the resolution is served on the member, by lodging with the Secretary a notice to that effect.
3.13.2 Upon receipt of a notice from a member under clause 3.13 1, the Secretary shall notify the Board which shall convene a general meeting of the Association to be held within 21 days after the date on which the Secretary received the notice.
3.13.3 At a general meeting of the Association convened under clause 3.13 2
(a) no business other than the question of the appeal shall be transacted;
(b) the Board and the member shall be given the opportunity to state their respective cases orally or in writing, or both; and
(c) the members present shall vote by secret ballot on the question of whether the resolution should be confirmed or revoked.
3.13.4 If at the general meeting the Association passes a special resolution in favour of the confirmation of the resolution, the resolution is confirmed.
4 Government (NSW) incorporated board and staff
4.1 Deleted (19.6.03).
4.2 Deleted (19.6.03).
4.3 The position of Public Officer shall be filled in accordance with the Australian Dance Council - Ausdance (NSW)
Incorporation Ordinance, hereinafter referred to as the Ordinance.
4.4 Deleted (19.6.03).
4.5 The Board shall consist of not more than 12 members who shall be elected at the Annual General Meeting for a
term of two (2) years.
4.6 The Australian Dance Council - Ausdance (NSW) Inc Board shall have the power to ask to stand down any member of the Board who has not demonstrated responsible functioning as a Board member by:
(a) non-attendance at three consecutive meetings without apology;
(b) inability to be active in organisational matters pertaining to Australian Dance Council - Ausdance activities.
4.7 Deleted (19.12.02).
4.8 Board meetings shall be held monthly or at such other frequencies as determined necessary by a majority of the Board.
4.9 Board meeting date, time and location shall be advised to all Board members.
4.10 The Board shall be called the Board of management of the Association and, subject to Act, the Regulation and these rules and to any resolution passed by the Association in general meeting:
(a) shall control and manage the affairs of the Association
(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 the members of the Association, and
(c) has power to perform all such acts and do all such things as appear to the Board to be necessary or desirable for the proper management of the affairs of the Association.
4.11 In the event of a casual vacancy occurring in the membership of the Board, the Board may appoint a member of the Association to fill the vacancy and the member so appointed shall hold office, subject to these rules, until the conclusion of the second annual general meeting next following the date of the appointment.
4.12 For the purpose of these rules, a casual vacancy in the office of a member of the Board occurs if the member -
(a) dies;
(b) ceases to be a member of the Association;
(c) becomes an insolvent under administration within the meaning of the Companies (New South Wales) Code;
(d) resigns office by notice in writing given to the Secretary;
(e) is removed from office;
(f) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health; or
(g) is absent without the consent of the Board from all meetings of the Board held during a period of six months.
4.13 No member of the Board shall be appointed to any salaried office of the Organisation or any office of the Organisation paid by fees and no remuneration or other benefit money or money's worth shall be given by the Organisation to any member of the Board except repayment of reasonable out-of-pocket expenses.
5 Executive
5.1 The Executive shall be elected by the Australian Dance Council - Ausdance (NSW) Inc, Board for a term of two years at the Board meeting immediately following the Annual General Meeting.
5.2 The Executive shall consist of four office-holders being the Chair, Deputy-Chair, Treasurer and Secretary/Public Officer.
5.3 The Executive and Board implements such policies and activities as are adopted and ratified by the Board from time to time.
5.4 The Australian Dance Council - Ausdance (NSW) Inc. Executive and Board shall have the right to determine conditions for NSW activities.
5.5 The Australian Dance Council - Ausdance (NSW) Inc. Executive and Board shall have the authority to advertise in the daily press and appoint paid officer/s.
5.6 The paid officer/s will be accountable to the Australian Dance Council - Ausdance (NSW) Inc Executive and Board.
5.7 The Executive and Board shall retain the right to discontinue employment of staff with one months notice.
5.8 The Executive and Board shall compile and maintain a register of Australian Dance Council - Ausdance (NSW)
Inc. members.
5.9 The Public Officer shall ensure that the Board complies with all the requirements of the Ordinance.
5.10 The Australian Dance Council - Ausdance (NSW) Inc. Board shall elect when necessary one of its members to be its representative on the National Council of the Australian Dance Council - Ausdance Inc. The Executive shall maintain liaison with the National Council and State Committees through the elected National Representative.
5.11 The Executive and Board shall retain the right to name and appoint sub-Committees and decide their functions.
5.12 Members of any sub-Committee may be:
(a) any Ausdance member;
(b) any co-opted person with particular expertise.
6 Regional groups - Deleted pursuant to special resolution passed on 19 December 2002
6.1 Deleted.
6.2 Deleted.
6.3 Deleted.
6.4 Deleted.
7 Finance
7.1 The Treasurer shall, in consultation with the Public Officer, ensure that all financial obligations of the Association are fulfilled in accordance with the Ordinance.
7.2 The Treasurer shall report monthly to members of the Board with a written financial statement.
7.3 The Executive shall appoint three of its members as signatories to the bank and/or building society account. Cheques shall be signed by at least two signatories.
7.4 The Australian Dance Council - Ausdance (NSW) Inc, Executive and Board shall appoint an auditor. Accounts shall be audited annually in accordance with the Ordinance and shall be presented to the Annual General Meeting.
7.5 Membership of the Association shall be secured by payment of the membership fee.
7.5a Deleted (19.6.03).
7.6 Authorised signatories to cheque drawings and approval processes for disbursements and transfer of funds of agreed maximum amounts and purposes shall be determined by the finance sub-committee or the Board from time to time and be notified to all members of the Board and employees of the Association.
7.7 All other drawings shall require prior approval by the Executive and shall be noted in the minutes.
7.8 Where the National Council receives funds or other grants for the conduct of national projects or other activities operated in New South Wales or with the resources of Ausdance, Ausdance may agree to manage such funds and activities on terms determined by the Board.
7.9 The funds of the Association shall be derived from entrance fees and annual subscriptions of members, donations and, subject to any resolution passed by the Association in a general meeting, such other sources as the Board determines.
8 Elections
8.1 The quorum at the Annual General Meeting shall consist of 5% or 15 (whichever is the smallest) of the membership.
8.2 All elections of the Australian Dance Council - Ausdance (NSW) Inc Board shall (be conducted at the Annual General Meeting for which one month's notice shall be given to full financial members. All full financial members have voting rights in the Australian Dance Council - Ausdance (NSW) Inc. elections.
8.3 Voting by proxy shall be acceptable in Australian Dance Council - Ausdance (NSW) Inc. elections provided there is a quorum and will be accepted upon presentation of written authority of the member giving the proxy.
8.4 All Board members shall hold office for one year.
8.5 The Board shall take office immediately at the conclusion of the Annual General Meeting, when the outgoing Board shall retire.
8.6 The Executive of the Australian Dance Council -Ausdance (NSW) Inc. shall be elected by the Board immediately following the Annual General Meeting (see 5.1).
8.7 The Secretary shall, at the appropriate time, inform the National Council of the membership of the Board and the Executive.
8.8 In the event that the membership of the Board falls below the requirements (see 4 - Government) additional members as necessary may be elected at an ordinary meeting of the Australian Dance Council - Ausdance (NSW) Inc.
8.9 If any of the Executive positions become vacant during the two year term the Board may fill these positions from amongst its members providing it then informs the National Council and membership of such changes as soon as practicable.
9 Meetings
9.1 Deleted (19.12.02).
9.2 Deleted (19.12.02).
9.3 The Annual General Meeting shall be called at whatever time of year is deemed most suitable by the Executive and Board. All members will be given notice of the meeting and the proposed agenda one month prior to the meeting in the Australian Dance Council - Ausdance (NSW) Inc. newsletter.
9.4.1 The Board may, whenever it thinks fit, convene a special general meeting of the Association.
9.4.2 The Board shall, on the requisition in writing of not less than 5% of the total number of members, convene a special general meeting of the Association.
9.4.3 A requisition of members for a special general meeting:-
(a) shall state the purpose or purposes of the meeting;
(b) shall be signed by the members making the requisitions;
(c) shall be lodged with the Secretary; and
(d) may consist of several documents in a similar form, each signed by one or more of the members making the requisition.
9.4.4 If the Board fails to convene a special general meeting to be held within one month after the date on which a requisition of members for the meeting is lodged with the Secretary, any one or more of the members who made the requisition may convene a special general meeting to be held not later than three months after that date.
9.4.5 A special general meeting convened by a member or members as referred to in clause 9.4.4 shall be convened as nearly as is practicable in the same manner as general meetings are convened by the Board and any member who thereby incurs expense is entitled to be reimbursed by the Association for any expense so incurred.
9.5.1 Except where the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the Association, the Secretary shall, at least 14 days before the date fixed for the holding of the general meeting, cause to be sent by pre-paid post to each member at the member's address appearing in the register of members, a notice specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting.
9.5.2 Where the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the Association, the Secretary shall, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be sent to each member in the manner provided in clause 9.5 - 1 specifying, in addition to the matter required under clause 9.5.1, the intention to propose the resolution as a special resolution.
9.5.3 No business other than that specified in the notice convening a general meeting shall be transacted at the meeting except, in the case of an annual general meeting, business which may be transacted pursuant to these rules.
9.5.4 A member desiring to bring any business before a general meeting may give notice in writing of that business to the Secretary who shall include that business in the next notice calling a general meeting given after receipt of the notice from the member.
9.6.1 lf within half an hour of the appointed time for the commencement of a general meeting a quorum is not present, the meeting if convened upon the requisition of members shall be dissolved and in any other case shall stand adjourned to the same day in the following week at the time and (unless another place is specified at the time of the adjournment by the person presiding at the meeting or communicated by written notice to members given before the day to which the meeting is adjourned) at the same place.
9.6.2 If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being not less than three) shall constitute a quorum.
10 Amendments to the Constitution
10.1 Proposals to initiate an amendment to this Constitution may be put forward by full members and must be notified to the Board two months prior to the Annual General Meeting or a Special General Meeting.
10.2 An announcement of a proposal to amend the Constitution must be circulated by the Board to all members one month prior to the Annual General Meeting or a Special General Meeting.
10.3 All amendments shall be carried out at the Annual General Meeting or a Special General Meeting. Postal and proxy voting will be accepted.
10.4 All amendments to this Constitution shall be advised to the Corporate Affairs Commission, NSW in accordance with the Ordinance.
11 Quorum
11.1 A quorum of the Australian Dance Council - Ausdance (NSW) Inc Board shall be five members.
11.2 A quorum for the Annual General meeting or a Special General Meeting shall comprise 5% or 15 members (whichever is the fewer) of the Australian Dance Council - Ausdance (NSW) Inc. membership.
11.3.1 No business shall be transacted by the Board unless a quorum is present and if within half an hour of the time appointed for the meeting a quorum is not present, the meeting stands adjourned to the same place and at the same hour of the same day in the following week.
11.3.2 If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting shall be dissolved.
12 Dissolution
12.1 The Australian Dance Council - Ausdance (NSW) Inc. may be dissolved if resolution to this effect is agreed to by at least 70% of the responding members through a secret ballot of all full members.
12.2 If upon the winding up or dissolution of this organisation, there remains after satisfaction of all its debts and liabilities, any property, the property shall not be paid to or distributed among its members, but shall be given or transferred to some other institution or institutions having objects similar to the objects of the association or company, and whose rules shall prohibit the distribution of its or their income among its or their members, such institution or institutions to be eligible for tax deductibility of donations under Section 78 (1) (a) of the Income Tax Assessment Act 1936 and listed on the register of Cultural Organisations maintained under the act, and preferably also having been granted similar exemption under Item 63B(l) in the First Schedule to the Sales Tax (Exemptions and Classifications) Act.
13 Non-profit
13.1 The income and property of the Association shall be applied solely towards its aims and objects and no portion shall be paid or transferred, either directly or indirectly, to any member of the Association except as a bona fide compensation for specific services rendered or expenses incurred on behalf of the Association, or in furtherance of the objects of the Association
14 General
14.1.1 The common seal of the Association shall be kept in the custody of the Public Officer.
14.1.2 The common seal shall not be affixed to any instrument except by the authority of the Board and the affixing of the common seal shall be attested by the signatures either of two members of the Board or of one member of the Board and of the Public Officer or Secretary.
14.2 Except as otherwise provided by these rules, the Public Officer shall keep in his or her custody or under his or her control all records, books and other documents relating to the Association.
14.3 The records, books and other documents of the Association shall be open to inspection, free of charge, by a member of the Association at any reasonable hour.
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