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ABS Constitutuion

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1. WORDS AND EXPRESSIONS TO HAVE MEANING IN ACT

A word or expression that is not defined in these model rules, but is defined
in the Associations Incorporation Act 1981 has, if the context permits, the
meaning given by the Act.

2. NAME

Changed to Australasian Bosdog Incorporated on 3/5/1,cert. no.INC9883650

3. OBJECTIVES

The Objectives fo the association are:-

(a) To promote the Australasian Bosdog breed.
(b) To foster avenues of communication and exchange of
ideas amongst breeders and supporters of the breed within a spirit of cooperation.
(c) To have an agreed Breed Standard achieved by majority
vote amongst members.
(d) To have a code of Ethics for Breeders achieved by
majority vote amongst members.
(e) To provide a fourm to lobby the Australian National
Kennel Council for furture recognition of the breed and
provision of an ANKC Developmental Register. and
(f) To promote the commencement of State Subcommittees
once Membership numbers are such as to allow this.

4. POWERS

(a) The association has the powers of an individual.
(b) The association may, for example:-

(i) Enter into contracts; and
(ii) Acquire, hold, deal with and dispose of
property.
(iii) Make charges for services and facilities it
supplies; and
(iv) Do other things necessary or convenient
to be done in carrying out its affairs.

5. CLASSES OF MEMBERS

(a) The membership of the association shall consist of
ordinary members, and any of the following classes of
members:-

(i) Associate members (no voting rights)
(ii) Life members (annual subscription not
required)
(iii) Honorary members (annual subscription
not required)

(b) The number of ordinary members is unlimited.

6. MEMBERSHIP

Membership may be applied for by any person who purports to be in accord
with the Objectives of this Constitution and no matter where, if a breeder or
owner, their breed records are held. Application for membership of the
association must:

(a) Be in writing; and
(b) Be signed by the applicant; and
(c) Have the appropriate annual membership fee attached.
(d) On a form decided by the Management Committee.

7. MEMBERSHIP FEES

The membership fee for each class of membership:-

(a) Is the amount decided by the members from time to time
at the Annual General Meeting.
(b) Is payable at the time of application for membership.

8. ADMISSION AND REJECTION OF MEMBERS

(a) The Management Committee must consider an
application for membership at the next meeting of the
Committee held after it is received.
(b) The Management Committee must decide at the meeting
whether to accept or reject the application.
(c) If a majority of the Management Committee members at
the meeting vote to accept the applicant as a member, the
applicant must be accepted as a member to the class of
membership applied for.
(d) The Secretary of the association must, as soon as
practicable after the Management Committee decides to
accept or reject an application, give the applicant written
notice of the decision and return the application fee if the
application has be rejected. If an application is rejected, no
reason needs to be given.

9. WHEN MEMBERSHIP ENDS

(a) A member may resign from the association by giving a
written notice of resignation to the Secretary.
(b) The resignation takes effect on:

(i) The day and at the time the notice is
received by the secretary; or
(ii) If a later day is stated in the notice - the
later day.

(c) The Management Committee may terminate a member's
membership if the member:

(i) Is convicted of an indictable offence; or
(ii) Does not comply with any of the provisions
of these rules; or
(iii) Has membership fees in arrears for at
least 2 months; or
(iv) Conducts him or herself in a way
considered to be injurious or prejudicial to the
character or interests of the association.

(d) Before the Management Committee terminates a
member's membership, the committee must give the
member a full and fair opportunity to show why the
membership should not be terminated.
(e) If, after considering all representations made by the
member, the Management Committee decides to terminate
the membership, the secretary of the committee must give
the member a written notice of the decision.

10. APPEAL AGAINST TERMINATION OF MEMBERSHIP

(a) A person whose membership has been rejected or
teminated may give the secretary written notice of the
person's intention to appeal the decision.
(b) A notice of intention to appeal must be given to the
secretary within 1 month after the person receives written
notice of the decision.
(c) If the secretary receives a notice of intention to appeal,
the secretary must, within 3 months after the day of receipt,
call a general meeting to decide the appeal.
(d) At the meeting the applicant must be fiven a full and fair
opportunity to show why the membership should not be
terminated.
(e) Also, the Management Committee and the committee
members who terminated the membership must be given an
opportunity to show why the membership should be
terminated.
(f) An appeal must be decided by a vote of the members
present at the meeting.

11. REGISTER OF MEMBERS

(a) The Management Committee must keep a register of
members.
(b) The register of members must include the following
particulars of each member:-

(i) The full name and residential address of the
member.
(ii) The telephone number and email address
of the member.
(iii) The date of admission as a member.
(iv) The date of death or resignation of the
member.
(v) Details about the termination or
reinstatment of the member.
(vi) Any other particulars the Management
Committee or member at a general meeting
decide.

(c) A certified copy of the register must be provided for
inspection on written request as soon as practicable.

12. MEMBERSHIP OF THE MANAGEMENT COMMITTEE

(a) The Management Committee of the association consists
of a president, vice president, secretary, treasurer and any
other members of the association members elect or appoint
at a general meeting.
(b) The positions of secretary and treasurer may be held by
one person or two as decided by the members at a general
meeting.
(c) All members of the management committee must be
financial members of the association.
(d) At each annual general meeting of the association, the
members of the Management Committee must reitre from
office, but not buar are eligible, on nomination, for re-
election.

13. ELECTING THE MANAGEMENT COMMITTEE

(a) A member of the Management Committee may only be
elected as follows:-

(i) Any 2 members of the association may
nominate another member (the candidate) to
serve as a member of the Management
Committee.
(ii) The nomination must be in writing.
(iii) The nomination must be given to the
Secretary at least 14 days before the Annual
General Meeting at which the election is to be
held.

(b) Each member present at the Annual General Meeting
may vote for any number of candidates not more than the
number of vacancies.
(c) If, at the start of the meeting, there are not enough
candidates nominated, nominations may be taken from the
floor of the meeting.
(d) If required by the Management Committee, balloting lists
must be prepared containing the names of the candidates in
alphabetical order.

14. RESIGNATION OR REMOVAL FROM OFFICE OF MANAGEMENT COMMITTEE

(a) A Management Committee member may resign from the
committee by giving written notice of resignation to the
secretary.
(b) The resignation takes effect on:

(i) The day and at the time the notice is
received by the Secretary or
(ii) If a later day is stated in the notice - the
later day.

(c) A member may be removed from office at a general
meeting of the association if a majority of the members
present at the meeting vote in favour of removing the
member.
(d) Before a vote of members is taken about removing the
member from office, the member must be given a full and fair
opportunity to show cause why he or she should not be
removed from office.
(e) A member has no right of appeal against the member's
removal from office under this section.

15. VACANCIES ON MANAGEMENT COMMITTEE

(a) If a casual vacancy happens on the management
committee, the continuing members of the committee may
appoint another member from the association to fill the
vacancy until the next Annual General Meeting.
(b) The continuing members of the Management Committee
may act despite a casual vacancy on the Management
Committee.
(c) However if the number of committee members is less
than the number fixed under these rules as a quorum of the
management committee the continuing members may act
only to:

(i) Increase the number of Management
Committee members to the number required
for a quorum or
(ii) Call a general meeting of the association.

16. FUNCTION OF THE MANAGEMENT COMMITTEE

(a) Subject to these rules of a resolution of the association,
members carried at a general meeting, the Management
Committee:-

(i) Has the genteral control and management
of the administration of the affairs, property
and funds of the association and
(ii) Has authority to interpret the meaning of
these rules and any matter relating to the
association on which the rules are silent.

(b) The Management Committee may exercise the powers of
the assocation:-

(i) To borrow, raise or secure the payment of
amounts in a way the association members
decide and
(ii) To secure the amounts mentioned in para
(i) or the payment or performance of any debt,
libability, contract, guarantee or other
engagement incurred or to be entered into by
the association in any way including by issue
of debentures (perpetual or otherwise) charged
upon the whole or part of the association's
property, both present and future and
(iii) To purchase, redeem or pay off any
securities issued and
(iv) to borrow amounts from members and pay
interest on amounts borrowed and
(v) To mortgage or charge the whole or part of
its property and
(vi) To invest in a way the members of the
association may from time to time decide.

(c) For subsection (b)(iv) the rate of interest must not be
more than the current rate being charged for overdrawn
accounts on money lent (regardless of the term of the loan)
by

(i) The financial institution of the association
or
(ii) If there is more than 1 financial institution
of the association - the financial institution
nominated by the association.

17. MEETINGS OF THE MANAGEMENT COMMITTEE AND GENERAL MEETINGS

(a) Subject to the preceding subsections, the Management
Committee may meet and conduct its proceedings as it
considers appropiate.
(b) The Management Committee must meet at least once
every 4 months to exercise its functions.
(c) The committee must decide how a meeting is to be
called.
(d) Notice of a meeting is to be given in the way decided by
the committee.
(e) If the secretary receives a written notice signed by at
least 33% of the Management Committee members, the
secretary must call a special meeting of the committee.

(f) A request for a special meeting must state:-

(i) Why a special meeting is being called and
(ii) The business to be conducted at the
meeting.

(g) At a Management Committee meeting, more than 50% of
the members elected or appointed to the committee as at
close of the last general meeting of the members constitute
a quorum. See section 24 for quorum for general meeting.
(h) A question arising at a committee meeting or general
meeting is to be decided by a majority vote of the members
attending at the meeting and if the votes are equal the
question is decided by a second casting vote by the
President, or if the President is unavailable by a second
casting vote by the Vice-President. If neither the President or
Vice-President are available the decision will be in the
negative.
(i) A Management Committee member must not vote on a
question about a contract or proposed contract with the
association if the member has an interest in the contract or
proposed contract, and if the member does vote the
member's vote must not be counted.
(j) The secretary must give each Management Committee
member at least 7 days notice of a special meeting of the
committee.
(k) If, because of geographical difficlties, members of the
Management Committee and ordinary member are
physically unable to attend a meeting place then the
meeting (whether committee , general, special or annual
general meeting) may be conducted electronically or by
phone or by letter in the following manner:-

(i) The secretary will give at least fourteen
days notice of the date of the General Meeting
to all members and request notification of
proposed electronic attendance and items for
the agenda. Notice of proposed attendance
must be received from enough members to
constitute a quorum for the meeting to be
conducted.
(ii) The secretary will send out the agenda by
email or post.
(iii) Members attend can comment on, make
motions for proposals within the agenda, vote
on any motion etc within the timeframe set for
the meeting.
(iv) Only members who are financial members
of the organisation at the time of the meeting
are eligible to vote on any motion.
(v) The secretary will send out the Minutes of
the meeting to all members whether in
attendance or not as soon as practicable after
the close of meeting.
(vi) The secretary must ensure full and
accurate minutes of all questions, matters,
resolutions and other proceedings of each
Management Committee meeting and general
meeting are entered in a Minute book, and
(vii) The secretary must ensure that certified
copies of the Minutes of each meeting can be provided for inspection at all reasonable times
by any financial member, who applies in
writing to the secretary for the inspection.

(i) The minutes of each Management Committee meeting,
General meeting and Annual General meeting must be
signed by the chairperson of that meeting verifying their
accuracy.

18. DELEGATION OF MANAGEMENT COMMITTEE POWERS

(a) The Management Committe may delegate the whole or
part of its powers to a subcommittee consisting of the
association members considered appropriate by the
committee.
(b) A subcommittee may only exercise delegated powers in
the way the Management Committee decides.
(c) A subcommittee may elect a chairperson of its meeting.
(d) A subcommittee may meet and adjourn as it considers
appropriate.
(e) A question arising at a subcommittee meeting is to be
decided by a majority vote of the members present at the
meeting and if the votes are equal, the question is decided in
the negative.

19. RESOLUTIONS OF MANAGEMENT COMMITTEE WITHOUT MEETING

(a) A written resolution signed by each member of the
Management Committee for the time being entitled to receive
notice of a committee meeting is as valid and effectual as if
it had been passed at a committee meeting that was
property called and held.
(b) A resolution mentioned in subsection(a) may consist of
several documents in like form, each signed by 1 or more
members of the committee.

20. FIRST ANNUAL GENERAL MEETING

The first annual general meeting must be held within 18 months after the
Foundation Members ratify this constitution.

21. SUBSEQUENT ANNUAL GENERAL MEETINGS

Each subsequent annual general meeting must be held:-

(a) At least once each year and
(b) Within 6 months after the end of the association's
previous financial year.

22. BUSINESS TO BE CONDUCTED AT ANNUAL GENERAL MEETING

The following business must be conducted at each annual general meeting.

(a) Receiving the statement of income and expenditure,
assets, liabilities and mortgages, charges and securities
affecting the property of the association for the last financial
year.
(b) Electing members of the Management Committee.
(c) Deciding membership fees for the next year.
(d) Deciding dates of general meetings for the next year.
(e) Appointing bankers for association's monies.

23. SPECIAL GENERAL MEETING

(a) The secretary may only call a special general meeting by
giving each member notice of the meeting within 14 days
after

(i) Being directed to call the neeting by the
Management Committee, or
(ii) Being given a written request signed by:

(a) At least 33% of the
members of the association
presently on the Management
Committee or
(b) At least the number of
ordinary members of the
association equal to double the
number of members of the
association presently on the
Management Committee plus
1, or

(iii) Being given a written notice of an intention
to appeal against the decision of the
Management Committee

(a) To reject an application for
membership or
(b) To terminate a person's
membership

(b) A request mentioned in subsection (a)(ii) must state

(i) Why the special general meeting is being
called and
(ii) The business to be conducted at the
meeting.

24. QUORUM FOR AND ADJOURNMENT OF GENERAL MEETING

(a) Subject to subsection (e) below at a general meeting the
number of members equal to double the number of members
presently on the Management Committee plus 1 form a
quorum.
(b) No business may be conducted at a general meeting
unless a quorum of members have declared their intention to
attend as per Section 17j(i)
(c) If a quorum has not declared their intention to attend, the
meeting lapses and the Secretary must call another meeting
within 14 days.
(d) If, at an adjourned meeting, a quorum is not present, then
the members attending at that time from a quorum.
25. PROXY

A member may appoint a proxy to vote on any motion or election of
committee members only if a written authority has been sent to and recived
by the secretary before the appropiate meeting. Such written proxy is only
valid for one specific meeting.

26. BY-LAWS

The Management Committee may make, amend or repeal by-laws, not
inconsistent with these rules, for the internal management of the
association.

27. ALTERATION OF RULES/CONSTITUTION

(a) These rules may be amended, repealed or added to by
special resolution carried at a general meeting, and
(b) Once incorporation has been achieved, any amendment,
repeal or addition is valid only if registered by the Public
Officer.

28. FUNDS AND ACCOUNTS

(a) The funds of the association must be kept in an account
in the name of the association in a financial institution decided by the Management Committee.
(b) Records and accounts must be kept in the English
language showing full and accurate particulars of the
financial affairs of the association.
(c) All amounts must be deposited in the financial institution
account as soon as practicable after receipt.
(d) All expenditure must be approved or ratified at a
Management Committee meeting or general meeting.
(e) The treasurer must at each general meeting and at the
Annual General Meeting give a statement of income /
expenditure. Certified copies of account keeping books must
be provided for inspection on written request by any financial
member as soon as practicable.
(f) The income and property of the association must be used
soley in promoting the association's declared objectives and
exercising the association's powers.

29. DISTRIBUTION OF SURPLUS ASSETS TO ANOTHER ENTITY

If the association is wound up and has surplus assets:

(a) The surplus assets must not be distributed among
association members
(b) The suplus assets must be given to another entity which
has objectives similar to the association's objectives and the
rules of which prohibit the distribution of the entity's income
and assets to its members.

30. DOCUMENTS

The Management committee must ensure the safe custody of the books,
documents, instruments of title and securities of the association.

31. FINANCIAL YEAR

The financial year of the association closes on 31st October each year.

32. COMMON SEAL

(a) The Management Committe must ensure the association
has a common seal.
(b) The Common seal must be:

(i) Kept securely by the Management
Committee, and
(ii) used only under authority of the
Management Committee and each instrument
to which the seal is attached must be signed
by a member of the Management Committee.

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