Objects and Rules (also known as 'Constitution')

A full copy of The Chamber's Objects and Rules are set out below.

To download a printable-PDF version of the Objects and Rules, please click here.

PART I: PRELIMINARY

Name

1). The name of the Association is THE QUIRINDI CHAMBER OF COMMERCE, INDUSTRY AND TOURISM INC.

Office

2). The office of the Association shall be at 254 George Street, QUIRINDI, or at such other place as the Executive Committee shall from time to time determine.

Objects

3). The objects for which the Association is established are:

(a) to promote and protect the internal and external trade, commerce, tourism and transport and the manufacturers and industries of QUIRINDI and surrounding regions.
(b) to consider all questions connected with such trade, commerce, tourism, transport, manufacturers and industries;
(c) to promote support, or oppose legislative, or other measures affecting such trade, commerce, tourism, transport, manufacturers and industries;
(d) to collect and circulate statistics and other information relating to such trade, commerce, tourism, transport, manufacturers and industries;
(e) to undertake the settlement by arbitration of disputes arising out of trade, commerce, tourism, transport, manufacturers and industries;
(f) to form a code of practice, whereby the transactions of business relating to the aforesaid matters may be simplified and facilitated;
(g) to undertake training and education for the benefit of the Members;
(h) to purchase, lease, hire, or otherwise acquire for the purpose of the Association any real, or personal property so far as the law may allow; and from time to time, to sell, demise, let, mortgage or dispose of the same;
(i) to borrow, or raise money by the issue of, or upon bonds, debentures, bills of exchange promissory notes, or other obligations or securities of the Association, or any mortgage, or charge of all, or any part of the property of the Association;
(j) to invest and deal with the moneys of the Association not immediately required upon such securities and in such manner as may from time to time be determined;
(k) to engage professional assistance of any kind and to remunerate any person for services rendered, or to be rendered in, or about the formation, or promotion of the Association, or the conduct of its affairs;
(l) to raise money by subscription and to granny any rights and privileges to subscribers; and
(m) to do all such things as may be conducive to the extension of trade, commerce, tourism, transport, manufacturers and industries, or incidental to the attainment of the above objects.

PART II: MEMBERSHIP

Membership Qualifications

4). The Foundation Members of the Association shall be the persons, firms, or companies entered in the Register of Members on the thirtieth (30) day of June 1994.

5). Any person, firm or company engaged in commerce, trade, tourism, services, industry or manufacturer shall be eligible to make application for Membership.

6). Applicants for Membership shall make application to the secretary on the form prescribed by the Executive Committee. Applicants shall become Members if elected by resolution of the Executive Committee on payment of the prescribed subscription, but the Association reserves the right to reject any application for Membership without giving a reason therefor.

Subscriptions

7). The annual subscription payable by Members of the Association shall be $50.00, or such other sum as the Members in General Meeting may resolve from time to time. The annual subscription shall be payable in the first month of each financial year, provided that where a member joins after the first quarter in any year, the Executive Committee may reduce pro-rata the subscription payable for the remainder of the current year, but in no case shall the subscription be less than one-half of the annual subscription.

8). In determining the annual subscription, the Association may prescribe differing levels of fees for Members of differing classes and sizes.

Levies

9). The Association may in General Meeting resolve to impose a levy (not exceeding 50 per cent of the appropriate annual subscription in any one (1) financial year) on Members of the Association. Notice of intention to impose such levy shall be given in writing to all Members of the Association with the notice convening the General Meeting.

Register of Members

10). The Association shall cause to be kept a Register of its Members and therein shall be entered the following particulars:

(a) the name and address and business classification of each member;
(b) the date upon which the name of such member was entered in the register;
(c) the annual subscription paid by the member and the date on which it was received; and
(d) the name of the representative, or representatives appointed to attend meetings and vote on behalf of a firm, or company.

Resignation of Membership

11). A member may resign at any time by letter delivered to the Secretary. A member whose resignation is received on, or after the first (1) day of February in any year shall be liable for their subscription for the current financial year.

Termination of Membership

12). The Association shall have the power to determine the Membership of any member whose subscription, or levy shall be in arrears for one (1) month after same shall have become due. Any arrears of subscriptions, or levies shall remain a debt due to, and recoverable by the Association. The Association shall have the power to reinstate a member whose Membership has been determined in accordance with this Rule on such terms and conditions as it may think fit.

13). If any member of the Association, or Director, or partner in a firm which is a member of the Association shall be convicted of an indictable offence, or adjudged a bankrupt, or make a composition, or arrangement with their creditors under the provisions of any statute, or if any company which is a member shall enter into liquidation, whether compulsory of voluntary (save for the purpose of reconstruction), such member, firm, or company shall thereupon cease to be a member of the Association, but the Executive Committee shall have the power in its discretion to reinstate them.

14). If any member acts in a manner detrimental to the interests of the Association, or persistently refuses, or neglects to comply with the Rules, their Membership may be suspended, or terminated by a resolution carried by a majority of two-thirds (⅔) of the votes recoded in respect of same at a Special General Meeting.

PART III: THE EXECUTIVE COMMITTEE

Powers

15). Subject to the Associations Incorporation Act, these Rules and to any resolution passed by the Association in General Meeting, the Executive Committee:

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

Constitution and Membership

16). The Executive Committee shall consist of a President, two Vice-Presidents, Treasurer and Secretary and not less than one and not more than four Members of the Association and the immediate Past President who shall be ex officio a member of the Executive Committee for the twelve (12) months following his/her retirement from the office of President, or until such time as there is a change in the office of President.

17). A member of the Executive Committee shall cease to be a member of the Executive Committee:

(a) Upon ceasing to be a member of the Association;
(b) Upon receipt by the Secretary of a notice of resignation signed by such a member; or
(c) Upon his/her absence from three consecutive Executive Committee meetings unless such absence is caused by illness, or is authorised by the Executive Committee.

Delegation to Sub-Committee

18). The Executive Committee shall have power to appoint sub-committees and to appoint a Chairperson of any subcommittee and to otherwise regulate the proceedings of such sub-committee and to delegate to any sub-committee to appointed such of their powers as they shall think necessary. The President and Secretary shall ex officio be Members of all sub-committees.

Election of Sub-Committee

19). The President, Vice-Presidents, Treasurer, Secretary and Members of the Executive Committee shall be elected at the Annual General Meetings. The Executive Committee shall hold office until the next Annual General Meeting when they shall retire, but shall be eligible for re-election. Any casual vacancy may be filled by the Executive Committee.

Meetings of Executive Committee

20). The Executive Committee shall hold its meetings at intervals of not less than two calendar months.

21). At all meetings of the Executive Committee, three (3) shall be a quorum.

PART IV: GENERAL MEETINGS

General Meetings – Calling Of

22). There shall be at least two General Meetings of the Association in each year at a time and place to be determined by the Executive Committee. Members shall be given at least seven days’ notice in writing of such meeting.

Procedures and Conduct

23). The President, or in his/her absence, one of the Vice-Presidents shall preside at all meetings of the Association. If at any meeting neither President, nor a Vice-President be present, within fifteen minutes of the appointed starting time, the meeting shall appoint a Chairperson from among the Members present.

Quorum

24). Five (5) Members present in person (being entitled to vote at a General Meeting) constitute a quorum for the transaction of the businesses at a General Meeting.

Voting

25). Upon any question arising at a General Meeting, a member shall have one vote only. A member may vote personally, by proxy, or in the case of firm or company being a member, by its duly authorised representative.

Proxies
26). Each member shall be entitled to appoint another member as proxy by notice to the Secretary not later than twenty-four (24) hours before the time of the meeting in respect of which the proxy is appointed. The notice appointing the proxy shall be in such form and executed in such manner as the Executive Committee may from time to time prescribe.

Making of Decisions

27). All business transacted at General Meetings shall (unless otherwise provided for in these Rules) be decided by ordinary resolution passed by a majority of Members who vote in person, or by proxy. In the case of an equality of votes, the Chairperson of the meeting shall have a second or casting vote. The returning officer shall be the Secretary.

Special General Meetings – Calling Of

28). Special General Meetings shall be called by the Secretary if so instructed by a General Meeting, the President, or at the request of seven (7) Members of the Association. Twenty one (21) clear days’ notice in writing of Special General Meetings shall be given to Members.

29). A request by Members for a Special General Meeting:

(a) shall state the purpose, or purposes for the meeting;
(b) shall be signed by the Members making the requisition; and
(c) may consist of several documents in similar form, each signed by one (1) or more of the Members making the requisition.

30). If the Executive Committee fails to convene a Special General Meeting to be held within one (1) 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 one (1) month after that date.

31). A Special General Meeting convened by a Member, or the Members are referred to in Rule 30 shall be convened as nearly as is practicable in the same manner as General Meetings are convened by the Executive Committee, and any Member who thereby incurs expense is entitled to be reimbursed by the Association for any expense occurred.

32). No business other than that specified in the notice convening a Special General Meeting shall be transacted at the meeting.

Special Resolution

33). A resolution of the Association is a Special Resolution if it is passed by a majority which comprises not less than three-quarters (¾) of such Members of the Association as, being entitled under these Rules so to do, vote in person, or by proxy at a Special General Meeting of which not less than twenty-one (21) days’ written notice specifying the intension to propose the resolution as a Special Resolution was given in accordance with these Rules.

Annual General Meeting

34). The Annual General Meeting of the Association shall be held not later than four (4) months after the close of each financial year to receive the Executive Committee’s report and the Treasurer’s financial statement for that financial year and to deal with any other business brought forward in conformity with the Rules of the Association. Seven (7) clear days’ notice in writing of such meeting shall be given to all Members.

PART V: FINANCIAL MATTERS

Financial Year

35). The Association’s financial year shall be from the first (1) day of July to the thirtieth (30) day in June in the next succeeding year.

Funds – Source

36). The funds of the Association shall be derived from annual subscriptions of Members, donations, raffles and subject to any resolution passed by the Association in General Meeting, such sources as the Executive Committee determines.

Funds – Management

37). The income and property of the Association whencesoever derived, shall be applied solely towards the promotion of the objects of the Association as set forth in these Rules and no portion thereof shall be paid, or transferred directly, or indirectly, by way of dividend, bonus, or otherwise whatsoever to the Members of the Association. Provided that nothing herein shall prevent the payment in good faith of remuneration to any officers, or servants, or persons employed by the Association, or to any Member of the Association, or to any Member, or persons for services rendered to the Association.

38). All payments made out of the funds of the Association as hereinafter provided shall be approved by the next succeeding Executive Committee meeting and the list of payments so approved shall be signed by the Chairperson of the meeting. Any two of the President, Vice Presidents, Treasure and Secretary jointly are empowered to operate any banking, investment or deposit accounts of the Association and any one of them severally is empowered to endorse cheques, bills and other negotiable instruments payable to the Association.

Treasurer’s Duties

39). The Treasurer shall keep such books of accounts as may be necessary to constitute a true and fair record of the financial position and operations of the Association and shall present financial statements as and when required by the Executive Committee.

40). The Treasurer shall place before each Annual General meeting a balance sheet made up to the thirtieth (30) day of June immediately proceeding the day of the meeting and a profit and loss account for the financial year ended, both duly audited.

PART VI: MISCELLANEOUS

Alternation of Objects and Rules

41). The statement of objects and these Rules may be altered, rescinded or added to only by a Special Resolution of the Association.

Winding Up – Members’ Liabilities

42). Every Member of the Association undertakes to contribute to the assets of the Association in the event of same being wound up during the time that he/she is a Member, or within one (1) year afterwards for payment of the debts and liabilities of the Association contracted before the time at which he/she ceases to be a Member and of the costs, charges and expenses of winding up the Association and for the adjustment of rights of the contributories amongst themselves, such amount as may be required, not exceeding twenty five dollars ($25.00).

Surplus Property

43). If upon the winding up, or dissolution of the Association there remains after the satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid to, or distributed among the members of the Association, but shall be paid, or distributed among such institutions having objects similar to the objects of the Association to be determined by the members of the Association at, or before the time of dissolution and in default by the Supreme Court of New South Wales.

44). The common seal shall not be affixed to any instrument, except by the authority of the Executive Committee and the affixing of the common seal shall be attested by the signatures of any two (2) of the President, Vice Presidents, Treasurer and Secretary.

Custody of Books Etc

45). Except as otherwise provided by these Rules, the Secretary shall keep in his/her custody, or under his/her control all records, books and other documents relating to the Association.

Inspect of Books Etc

46). 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.

mobile 0427 687 345 | PO Box 292, Quirindi NSW 2343 | president@quirindichamber.com.au
© Quirindi Chamber of Commerce, Industry and Tourism Inc (ABN 51 436 611 320)

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