1. NAME & TITLE
The name of the association is "Associated Birdkeepers of Australia Incorporated" (hereinafter referred to as the "ABA Inc").
2. DEFINITIONS
In this constitution:- birdkeeping means the keeping, breeding, exhibiting, and trading of birds and the use of birds in sport and birdkeepers has a corresponding meaning.
3. AIMS & OBJECTIVES
The aims and objectives of the ABA Inc. are:
(a) To be a united and effective representative body to liaise with, assist and advise all levels of government on all matters pertaining to birdkeeping.
(b) To monitor the activities of agencies, groups and persons to detect, avoid, deter or counter threats or potential threats to, or limitations on the activities of, birdkeeping.
(c)To respect the ownership, keeping, breeding and trading of birds.
(d) To elevate and promote high standards of competency in birdkeeping.
(e) To strive for self-regulation in order that the hobby of aviculture remains free of unnecessary and cumbersome restrictions.
(f) To oppose any form of illegal trafficking in birds.
(g) To assist and promote the conservation of all birds, especially endangered species.
(h) To all such things and activities, as are consistent with and permitted by the Associations Incorporation Act, that promote the above aims and objectives.
4. MEMBERSHIP
a. Membership shall be open to all persons or bodies (incorporated or unincorporated) interested in the Aims and Objectives of the ABA Inc.
b. Each application for membership shall be made on the membership form accompanied by the appropriate payment and submitted to the Secretary.
c. Final acceptance of membership will be subject to agreement of a majority of the Committee.
Each applicant for membership shall undertake to comply with the spirit of the ABA Inc. "Code of Ethics" and to uphold the Aims and Objectives of the ABA Inc.
5. CATEGORIES OF MEMBERSHIP
There shall be the following categories of membership:-
- Private Member being an individual,
- Affiliated Body Member, being any bird club, bird association or bird society, partnership, firm or company, whether incorporated or unincorporated,
- Life Member, being a Private Member or Affiliated Body member, admitted to Life Membership by resolution at an Annual General Meeting and entitled to vote where necessary
- Honorary Member, as may be appointed by the Committee for life or for a lesser period.
6. ANNUAL SUBSCRIPTION
Subscription rates shall be determined from time-to-time by the Committee and shall be displayed on Membership Application Forms.
The membership year of the ABA Inc. shall be 1 July to 30 June in the succeeding year.
Applications received in the last six months of the financial year may be subject to concessions at the discretion of the Committee.
Renewal subscriptions are due 1 July of each year and members in arrears as at 30 September each year may be deemed to have resigned, but may rejoin at any time subject to approval and payment of any joining fee that may be determined by the Committee.
7. REGISTER OF MEMBERS
The register of names and addresses of members, the category of membership and the commencement of membership for each member shall be maintained by the Public officer with the assistance of another Committee member.
A list of member names (without addresses) may be supplied at the sole discretion of the ABA Inc. Committee. (A nominal fee may be charged at the discretion of the Committee) Members consent to the ABA Inc. Committee disclosing the member's identity (but not the member's address without the member's approval) as a member.
8. ANNUAL GENERAL MEETING
The Annual General Meeting shall be held each year prior to the 30th of September. Notice of such meeting shall be given to each financial member at least twenty-one (21) days prior to the meeting.
9. COMMITTEE
At the Annual General Meeting a Committee of nine (9) members shall be elected. The Committee shall be responsible comprised of the President, Vice-President, Secretary, and Treasurer will be responsible for the day-to-day management of the ABA Inc. and its affairs. Five (5) Committee members will be elected to fill the following positions.
a. Assistant Secretary, To act as a minute Secretary
b. Editor, (to compile and produce newsletters or other medium)
c. Publicity Officer,( to promote the role and activities of the ABA Inc.)
d. Project Officer, (to assist in promoting projects to be undertaken)
e. Public Officer, (Section 21A of the Act provides"(1) An incorporated association must keep a register of the members of the committee of the association.... (3) The register must be kept at the residential address of the public officer of the incorporated association concerned or at such other place or in such other manner as may be prescribed).
The Committee shall have the right to appoint Trustee and other members to assist the Committee and one or more Honorary Advisers and Consultants.
10. ELECTION OF COMMITTEE
Nominations for the Committee positions shall be in writing, signed by the proposer and seconder, accepted in writing by the nominee, and be lodged with the Secretary at least twenty eight (28) days prior to the Annual General Meeting.
Should insufficient nominations be received by the closing date to fill all positions, the Committee shall declare unfilled positions vacant. Where the number of nominations exceeds the number of vacancies, a ballot of all financial members shall be undertaken. The ballot shall involve votes from members present, and proxy votes and POSTAL VOTES RECEIVED BY THE SECRETARY AS AT CLOSE OF BUSINESS ON THE BUSINESS DAY IMMEDIATELY PRECEEDING THE AGM. Votes shall be made on a preferential basis and counted by exhaustive ballot.
11. GENERAL MEETING The Association shall meet at least six (6) times yearly at dates, times and venues as determined. Where a resolution is required for an agenda item such resolution shall be by simple majority and in the case of an equality of votes the Chairperson of the meeting shall be entitled to exercise a second or casting vote. A General Meeting may be called by any three (3) members of the Committee. Seven (7) days notice of such a meeting together with an agenda shall be given to each member of the Committee. Notice of such a meeting shall be given via the Newsletter or other news format.
Any motion or decision made at a General Meeting shall become effective as of the completion of the following (next) general meeting.
A Special General Meeting to resolve matters of urgency may be called by the Committee, or by requisition in writing of no less than five (5) per cent of the total membership of the ABA Inc. Notice of such a meeting shall be given to each financial member at least fourteen (14) days prior to the meeting, with the agenda indicating the place, date and time of the meeting. Only the Agenda Item(s) may be discussed at such a meeting.
12. QUORUM AND PROCEDURE FOR MEETINGS
The Quorum at General Meetings shall be ten (10) financial members. The Quorum at Committee Meetings will be six (6) Committee Members present.
If the prescribed quorum for the meeting is not present within thirty (30) minutes of the appointed time of commencement the meeting shall be adjourned to a date to be fixed but no sooner than seven (7) days and no later than twenty eight (28) days from that date.
At any meeting, the President, or in his or her absence, the Vice-President, or if neither is available, one of the remaining members present shall elect the Chair for the meeting and determine if a quorum is present the meeting.
13. SUB-COMMITTEES
The Committee may elect or appoint Sub-committees to pursue the objectives of the ABA Inc.As a prerequisite to the deliberations of such Sub-committees, terms of reference with appropriate powers and authorities shall be established by the Committee. Persons with specific expertise who may not be members of the ABA Inc may be co-opted as non-voting members of a Sub-committee .
Sub-committee's will report in writing promptly after each meeting of the Sub-committee and will provide the report and copies of all resolutions, outcome of voting, minutes, correspondence and documents raised, to the Secretary.
14. VACATED OFFICE
In the event a Committee office is vacated for any reason, it shall become the responsibility of the Committee to appoint a member to fill the vacancy. Such an appointment is to be effective immediately. A position on the Committee shall be declared vacant if the member dies, resigns in writing, is expelled, becomes insolvent or mentally incapacitated, fails to attend 2 consecutive meetings as provided for in Clause 11 of this constitution unless otherwise excused by the committee or the position is declared vacant by the Committee.
15. AMENDMENT OF THE CONSTITUTION
This Constitution may be amended by giving twenty one (21) days notice of a proposed amendment as a special resolution and by not less than a three-quarter majority of members exercising their right to vote, voting at a General Meeting, provided that any amendment shall be subject to a ballot by all financial members and provided that notice of the proposed special resolution is included in the notice calling the Meeting.
16. VOTING RIGHTS AT GENERAL MEETINGS
(including ANNUAL and SPECIAL GENERAL MEETINGS)
On any question arising at a General Meeting a member has one vote only.
Each Affiliated Body Member shall be entitled to appoint one delegate and an alternative delegate from amongst its own members to represent it at any General Meeting of the ABA Inc. Such appointment must be evidenced in writing and tendered to the Secretary. A person who is the duly appointed delegate of more than one Affiliated Body shall be entitled to a number of votes corresponding to the number of Affiliated Bodies that the delegate represents.
Delegates of Affiliated Bodies shall have the privileges of Private Membership without the payment of any further subscription.
In the case of an equality of votes on a question at a meeting, the Chairperson of the meeting is entitled to exercise a second or casting vote.
17. POSTAL VOTE
Each member shall be entitled to vote by way of a (on the prescribed form) postal vote to the Secretary that must be received by the Secretary not less than twenty four (24) hours prior to the commencement of the meeting.
The Committee may prescribe forms from time to time to perform any function required by or consistent with this Constitution and the ACT.
Postal voting shall be conducted in a strictly confidential manner as determined by the Committee.
18. PROXY VOTE
Each member shall be entitled to allocate that member's proxy vote (on the prescribed form) to another member for that meeting or any adjournment thereof. Proxy votes must be received by the Secretary not less than twenty four (24) hours prior to the commencement of meeting and may specify how the chosen holder is to vote on designated resolutions. The contents of the notice of appointment of a proxy shall be held to be strictly confidential prior to the meeting.
19. FINANCIAL YEAR
The Financial Year of the ABA Inc. shall be 1 July to 30 June in the succeeding year.
20. ACCOUNTS
The financial accounts of the ABA Inc. shall be kept by the Treasurer and shall be audited annually by a professional accountant and a duly audited income and expenditure account and a statement of assets and liabilities shall be presented to the Annual General Meeting.
The Treasurer, with the co –signatory, has the right to pay accounts up to Seven Hundred Dollars ($700) on any individual account without prior approval and to have these payments ratified at the next meeting but disapproval or the absence of approval shall not by itself render void any decision or action of the Treasurer.
21. FUNDS
Funds are to be derived from joining fees, membership subscriptions, donations and such other sources as the Committee determines, including borrowing on such terms and security as the Committee thinks fit. All monies received shall be deposited in such banks or other financial institutions as may be approved by the Committee.
A separate accounting record shall be kept of monies designated for each specific purpose.
The Committee shall be responsible to ensure that the Fighting Fund (monies held specifically for taking action on matters which may affect all Birdkeepers) is applied solely for that purpose and in an equitable manner.
Cheques or withdrawals made from any account shall require the signatures of the Treasurer and any one of the following: - President, Secretary or Vice-President.
The Committee Meeting shall have final approval of any expenditure of funds.
22. CUSTODY OF BOOKS AND DOCUMENTS
The Public Officer shall maintain custody or control of all records unless and for as long as the Committee resolves to place custody and control in another Committee member. (Identified by their name or by a particular office such as President, etc.)
All records shall be available for inspection, free of charge, by any member by appointment, as agreed by the Committee.
However, Clause 7 must be observed.
23. FEES & RENUMERATION
All members of the ABA Inc. shall serve without fee or remuneration other than for incidental out-of-pocket expenses, unless otherwise approved by the Committee.
24. TRUSTEES
In the event of proposed disbandment under Clause 30 Trustees shall be appointed and shall comprise not less than four (4) persons including the persons holding, at the time of affirmation of disbandment, the positions of President, Vice-President, Secretary and Treasurer.
The Official Trustee Signatories shall be any three of the Trustees, one being the Treasurer, or in his/her absence, the Secretary and one shall be the President.
25. INSURANCE
The Committee shall obtain and maintain adequate and appropriate insurance.
26. MEMBERS LIABILITY
The liability of a member of the ABA Inc. to contribute towards the payment of the debts and liabilities or to the costs, charges and expenses of the disbandment of the ABA Inc. shall be limited to the amount, if any, unpaid by the member in respect of the member's annual subscription.
27. LIABILITY OF COMMITTEE MEMBERS AND TRUSTEES
Each of the Trustees and members of the Committee shall not be liable for any act or omission other than an act or omission that is dishonest or attributable to intentional or reckless failure to exercise due care as a Trustee or as a member of the Committee.
28. INDEMNITY FOR TRUSTEES AND MEMBERS OF THE COMMITTEE
Each Trustee and member of the Committee shall be indemnified out of the funds of the ABA Inc. against any liability incurred by them as a result of any action or omission as Trustee or member of the Committee other than an act or omission that is dishonest or attributable to intentional or reckless failure to exercise due care as a Trustee or as a member of the Committee.
Each Trustee or member of the Committee shall have a lien on the assets of the ABA Inc. for such indemnity and shall not be liable for any amount to which such indemnity does not extend.
The Trustees and members of the Committee shall not be indemnified out of the assets of the ABA Inc. for any penalty imposed on them under the provisions of the Associations Incorporation Act 1984 or any other Act or Regulation governing the conduct of the ABA Inc.
29. DISBANDMENT
The ABA Inc. may be disbanded upon a special resolution being carried by not less than seventy-five (75) per cent of the members entitled to vote and exercising their right to vote. Upon the disbandment the remaining assets after payment of all liabilities, shall not be distributed to the members, but shall be held or administered by the Trustees and may be applied to re-establishment of the functions of the ABA Inc.. within a period of three (3) years from the date the disbandment was affirmed.
In the absence of any re-establishment being realised within this three (3) year period the trustees shall be empowered to disburse the funds promptly to some other organisation or organisations having one or more of the Objectives of the ABA Inc. and which also prohibit the distribution of assets to members. Distribution of assets will be the sole discretion of the trustees provided that no specific organisations were nominated to receive the remaining assets by special resolution.
In the event of there being no suitable organisation to receive these assets, the assets shall be disbursed to suitable organisations conducting research into diseases and disorders of birds.
Other than as provided by the laws of incorporation, the members of the ABA Inc. shall not be liable for any debt or liability of, or of any costs or expenses of the disbandment of the ABA Inc.
30. RESOLUTION OF INTERNAL DISPUTES
Disputes between members (in their capacity as members) of the association, and disputes between members and the association, are to be referred to a Community Justice Centre or its equivalent or similar service for mediation.
31. MISCONDUCT BY A MEMBER
The Committee may investigate any complaint made in writing to the Secretary as to the conduct of any member and shall have the power to expel, or suspend from membership for a specified period, any such member where the Committee is of the opinion that the member has willfully acted in a manner prejudicial to the interests, aims or objectives of the ABA Inc.
Any member recommended for expulsion or suspension shall be informed of the decision of the Committee by registered letter and shall have the right of appeal either in person or in writing at a meeting of the Committee convened to consider the appeal. Notice of appeal must be lodged with the Secretary in writing. If notice of appeal is not received within twenty-eight (28) days of receipt of the notice of expulsion or suspension, the decision shall be deemed final. Should the member fail to appear at the meeting the Committee may determine the matter in the member's absence.
Accepted and Effective from 9th September 2005
Department of Fair Trading
Barbara Devnie
Secretary
ABA Inc.