Friends of the City of Unley Society, Inc.

This is the certified constitution of the Friends of the City of Unley Society, Inc. (FOCUS) as at 1 November 2005.

Association: Friends of the City of Unley Society Inc. (FOCUS)

Status

The SA Commissioner for Consumer Affairs granted Incorporation Number A38259 on 26/5/04 under the Association Incorporation Act 1985 and from its receipt on 3/6/04 is the Constitution of this body until further Notice.

Preamble

The City of Unley contains some of the oldest inner suburbs in Adelaide.

Within these suburbs is an extensive range of early uniquely South Australian architecture including settlers’ cottages, row single and double fronted cottages, Victorian and Federation villas, bungalows, art deco and Tudor homes.

These buildings represent a living testimony to the evolution of the history of South Australia and therefore constitute a precious and irreplaceable heritage that we believe must be protected for future generations.

FOCUS is concerned that, under the present and proposed planning legislation in South Australia, no character house or garden, corner allotment, large allotment or established tree is safe from destruction.

We promote the retention of character homes and support planning policies and design guidelines that enable development while retaining the existing character, amenity, open space and vegetation of the City of Unley.

Aims and Objectives

1. Promote planning policies that ensure retention of the existing amenity: character, gardens, open space, and trees throughout the City of Unley.
2. Influence development application assessment that insists on rigorous criteria to ensure only high quality and sympathetic development proceeds in the City of Unley.
3. Seek Council control over demolition of buildings built prior to World War II and significant trees with consultative, transparent, and accountable decision-making processes.
4. Establish and maintain the Society as a force that asserts its view at every opportunity to all levels of Government that regulate development in the Unley area.
5. Establish and maintain the Society as a force that, as a matter of course, all development authorities consult, on the basis of good faith, before strategic development decisions are made.

RULES

1. Definitions

1.1 “Absentee” means having a person’s vote who is not present included in a poll or election.

1.2 “Auditor” means a person appointed by the Society with their consent to report on the financial records of the Society, not necessarily a Certified Practising Accountant or Licensed Auditor as may be necessary for a prescribed Association;

1.3 “Committee of Management” means the committee constituted of all office bearers assembled and making decisions on behalf of or recommendations to the Society.

1.4 “Co-signatory” means being one person whose signature, along with another, is required to conduct banking and other contractual transactions on behalf of the Society.

1.5 “Dispute” means a disagreement between two or more members on matters pertaining to FOCUS.

1.6 “Family” means two or more people related to each other, married to each other, or living together in a de facto relationship

1.7 “General meeting” means a general meeting of members of the Society.

1.8 “Member” means a member of the Society, a natural person.

1.10″Membership application” means a “Membership Agreement” completed by an applicant accompanied by the paid annual subscription.

1.11 “Minutes” mean a summary the record of proceedings of a meeting.

1.12 “Month” means a calendar month.

1.13 “Notice” means a statement in writing giving advance information to an action or series of actions.

1.14 “Office Bearer” means one of the Society office holders i.e. President, Vice President, Treasurer, Secretary, Membership Secretary, Minute Secretary, Public Officer, and Chairpersons of Standing Committees.

1.15 “Patron” means one who gives influential support to the Society and is so recognised by appiontment

1.16 “Pecuniary “profit” means a member will incur a financial benefit to be gained or understood likely to be gained from a decision by FOCUS.

1.17 “Poll” means when a vote is taken on a resolution moved and seconded.

1.18 “Proxy” means a person authorised to vote for another person.

1.19 “Society” means the Friends of the City of Unley Society Inc

1.20 “Standing Committees” mean a subset of the membership discharged by resolution of the Society with a common ongoing (unless a sunset clause is provided in the resolution) set of tasks of the Society not including its overall management, which is the purview of the Committee of Management.

1.21 Subscription” means annual membership fee.

1.22 “Vice Patron” means one who gives influential support to the Society and is so recognised by appointment

1.23 “Volunteer” means any person assisting the Society in carrying out approved tasks.

2. Powers

2.1 For the purpose of carrying out its Aims and Objectives, the Society shallhave all the powers conferred by section 25 of the Associations Incorporation Act 1985 save and except such modifications and exclusions as specified in these rules, including such powers as follows:-

2.1.1 to elect Office Bearers to a Committee of Management to manage the affairs of the Society and

2.1.2 to appoint committees with the purpose of attaining any aims and objectives of the Society and

2.1.3 to raise funds, and

2.1.4 to establish and support activities of the association, and

2.1.5 to acquire, hold, deal with, and dispose of, any real oer personal property, and

2.1.6 to open and operate bank accounts, and

2.1.7 to appoint delegates to representative organisations, and

2.1.8 to engage, hire, or employ persons and dismiss such persons; and

2.1.9 to enter into agreements and do all such things as are incidental and conducive to the attainment of the Aims and Objectives of the Society.

2.2 The Society shall not administer any property or trust unless approved by a general meeting of the Society called for that purpose.

3 Membership

3.1 Membership application shall be open to any:

3.1.1 resident of the Unley City Council area,

3.1.2 person working in the Unley City Council area,

3.1.3 Unley City Council ratepayer, and

3.1.4 any nominee of a business/non-profit organisation located in the Unley City Council area.

agreeing to, and abiding by, the Aims and Objectives, rules of incorporation of the Society.

3.2 Categories of Membership

3.2.1 Ordinary member, meeting the criteria of 3.1, and paid up in subscription;

3.2.2 Associate members, being natural persons or nominees of businesses not of the Unley City Council area, paid up in subscriptions

3.2.2.1 shall not vote at any meeting of the Society

3.2.2.2 shall not be a Office Bearer in the Society

3.2.3 Un-financial members being either ordinary or associate members who have not paid their annual subscription between the annual general meeting and 30 June of that year

3.2.3.1 shall not vote at any meeting of the Society

3.2.3.2 shall not be a Office Bearer in the Society

3.2.4 Junior members being natural persons or nominees of businesses not being 18 years of age, not subject to subscription

3.2.4.1 shall not vote at any meeting of the Society

3.2.4.2 shall not be a Office Bearer in the Society

3.2.5 Life member as conferred by the Society

3.2.6 Honorary member as conferred by the Society.

3.3 Membership application shall only be effective upon signature of the Membership Application in Appendix 1 and payment of the subscription.

3.4 Membership applications shall be considered by the Committee of Management at its meeting immediately following the receipt of the membership application and will make its recommendation on membership at the next general meeting for resolution. Appendix 1 of this document contains the membership Agreement. Membership shall not be refused on any grounds of discrimination nominated in the SA Equal Opportunity Act 1984 (as amended).

3.5 Membership shall only be effective upon acceptance by the general meeting.

3.6 Membership shall remain until

3.6.1 A written statement of resignation is received by the Society

3.6.2 Lapse of subscription,

3.6.3 Expulsion

3.6.4 They are unable to be located by the Society for a continuous period of longer than 12 weeks

3.6.5 Death.

3.7 A member shall be subject to expulsion from FOCUS if the Committee of Management deems there is cause to answer that they are no longer in compliance with the aims and objectives of FOCUS or its rules of incorporation. The following steps must be taken by the Secretary:

3.7.1 A letter must be sent to the member and a registered mail receipt must be endeavoured to be gained within 5 clear working days of the Committee of Management’s meeting as evidence of notice of expulsion to the member and giving the member an opportunity to address the Committee at a specific date, time and place in writing and/or by oral presentation as to why they should not be expelled.

3.7.2 A Committee of Management meeting held no sooner than 5 working days after the registered mail receipt has been received by the Secretary shall make a decision to recommend or not recommend expulsion to the next general meeting.

3.7.3 The Secretary must receive a registered mail receipt of a letter informing the member of the reasons for the Committee of Management’s decision to expel them and an invitation with date, time and place of the next general meeting in which they can appeal to the Society’s general meeting in writing and/or by oral presentation as to why they should not be expelled.

3.7.4 A 2/3 vote of the ordinary members present is required to expel the member.

3.8 The Committee of Management can recommend the granting of life or honorary membership to a general meeting and, where a 2/3 vote is gained, life or honorary membership will be granted.

4 Subscriptions

4.1 The annual subscription shall be:

4.1.1 determined at an Annual General Meeting for the following year

4.1.2 payable in advance at the conclusion of the annual general meeting

4.1.3 charged at a pro-rata rate calculated for the full month on the date of application for membership i.e. given the AGM is held in March, a person applying to join any day in May will pay 10/12 of the annual subscription

4.1.4 subject to reimbursement only if membership application is rejected The annual subscription shall be due and payable at the Annual General Meeting but may be provided any time in advance.

4.2 Members become unfinancial members if subscriptions are not paid by the beginning of the Annual General Meeting and must re-apply for membership if subscriptions are not paid by 30 June of the subject year.

4.3 The annual subscription shall not be payable by life or honorary members.

5 Finances

5.1 The funds of the Society shall be kept in bank accounts

5.2 No funds shall be withdrawn from the Society’s accounts except by orders signed by two signatories to the bank account

5.3 Both signatories to the order to withdraw money from the Society’s accounts cannot be of the same family.

5.4 The signatories of the bank accounts shall be the

5.4.1 President,

5.4.2 Treasurer,

5.4.3 Secretary, and

5.4.4 Membership Secretary.

5.5 An Officer and/or a person employed or authorised by the Society to do works or incur expense shall be reimbursed from the funds of the Society for all costs, losses and expenses incurred in the discharge of their duties of the Society if they apply to do so, unless such costs or expenses or liabilities arise through negligence, breach of duty and/or breach of trust by the officer or person.

5.6 The Society shall not conduct its affairs in a manner calculated to secure a pecuniary profit for the members of the Society or any of their associates

5.7 The income and capital of the Society shall be applied exclusively to the promotion of the aims and objectives and no portion shall be paid directly or indirectly to members or their associates except as bona fide incidental remuneration to a member for services rendered or expenses incurred on behalf of the Society.

5.8 The financial year of the Society shall be:

5.8.1 firstly, for the period ending 30 June,

5.8.2 the second for the period beginning 1 July and ending 31 December, and

5.8.3 the third and subsequent financial years for the purpose of the Treasurer’s Report shall be the calendar year.

5.9 At the first Annual General Meeting, the Treasurer shall report a consolidated report for activities of 2004.

5.10 The Auditor, not being a member of the Committee of Management, shall have the power to call for all books, papers, records, vouchers, and documents belonging to the Society

6 Election of Officers

6.1 At the general meeting prior to the Annual General Meeting, (or prior to a general meeting to fill a vacancy where an Office Bearer has been expelled) the Committee shall appoint a Returning Officer who shall, from the conclusion of that meeting to the commencement of the Annual General Meeting (or from the conclusion of the general meeting expelling an office bearer to the next general meeting in which a replacement is to be elected) administer the election of Office Bearers by:

6.1.1 receiving all nominations in writing from candidates

6.1.2 receive all withdrawals of nomination in writing from candidates,

6.1.3 responding cooperatively to all enquiries in that period in regard to nominations, including supplying information on who has nominated

6.1.4 liaising with the Membership Secretary to ascertain eligibility ofcandidates to stand

6.1.5 report to the Annual General Meeting (or to a general meeting to fill a vacancy where an Office Bearer has been expelled) the list of eligible candidates

6.1.6 await the outcome of the vote if any nominee falls within the categories listed in 6.2.10.1-6.2.10.6 to determine eligibility to stand

6.1.7 (If more than the required nominations are received for any office) conduct the distribution of first-past-the-post election ballots to members deemed eligible by the Membership Secretary and ensure that marked ballots remain secret

6.1.8 report the preliminary outcome of the ballot to the Annual General Meeting (or prior to a general meeting to fill a vacancy where a Office Bearer has been expelled)

6.1.9 Invite a Poll of any five members to appeal the outcome of the ballot, report on the particulars of appeals and the ruling of those appeals and declare the final outcome of the ballot

6.2 Every ordinary member is eligible to nominate to be an Office Bearer unless they:

6.2.1 have been members for less than three months

6.2.2 are not on the Unley Voters’ Roll

6.2.3 are the Returning Officer

6.2.4 are the auditor

6.2.5 are an employee of Unley City Council

6.2.6 are an elected member of Unley City Council

6.2.7 are an elected member of the South Australian Parliament

6.2.8 are an elected member of the Parliament of the Commonwealth of Australia

6.2.9 are not an insolvent under administration, convicted in connection with fraud, dishonesty or convicted for an indictable offense in the promotion, formation or management of a body corporate under Section 30, 39A, 41B, or 60 of the Associations Incorporation Act

6.2.10 fail to gain a 2/3 vote of the ordinary members present at the Annual General Meeting confirming their capacity to nominate if they are

6.2.10.1 a member of the Property Council of Australia,

6.2.10.2 a member of the Housing Industry Association,

6.2.10.3 an employee of PlanningSA,

6.2.10.4 an employee of the Heritage Business Unit of the Department of Environment and Heritage,

6.2.10.5 an employee of the Office of the Minister for Transport and Urban Development or

6.2.10.6 an employee of the Minister of Environment and Heritage.

6.3 All ordinary members can elect Office Bearers except

6.3.1 those who have not been ordinary members for three months before the meeting in which this election is held.

6.4 Any eligible member can nominate to be any one or more than one Office Bearers (except not nominating to be both the President and Vice President), can be elected as more than one Office Bearer and can serve as more than one Office Bearer

6.5 An Office Bearer shall hold office until the expiration of the next Annual General Meeting.

6.6 An Office Bearer shall cease to hold office in a term of office upon:

6.6.1 resignation in writing

6.6.2 expulsion (refer section 6.5)

6.6.3 losing eligibility for any of the reasons of exclusion assuming a role described in 6.2

6.6.4 being unable to be located by the Society for a continuous period of 12 weeks or more

6.6.5 death.

6.7 An Office Bearer can be expelled from office by a 2/3 affirmative vote of members present at a special resolution specifying the agreed charges against the member of the at a meeting specially convened by the President within 14 days of receipt of a letter to the President signed by one-third or more of ordinary members specifying the reasons for expulsion. The following steps must be taken by the Secretary:

6.7.1 Gaining a return signature receipt from the Office Bearer within 5 working days by registered mail of the wording of the resolution

6.7.2 inviting the Office Bearer to provide a written refutation and/or an oral presentation to the Committee of Management as to why they should not be expelled from the position;

6.7.3 informing the Office Bearer, with confirmation by return signature receipt from the Office Bearer within 5 working days by registered mail, of the Committee of Management’s decision to accept or reject expulsion, if accepting expulsion its agreed reasons why; and,

6.7.4 inviting the Office Bearer to appeal with a written refutation and/or oral presentation at the specially-convened general meeting.

6.7.5 At the general meeting following the specially-convened meeting (should expulsion prevail), an election will be held to determine a replacement for that vacancy..

7 Powers and Duties

7.1 President

7.1.1 Chair the Committee of Management and all general meetings, in accord with Sections 8.1-8.11 of these Rules;

7.1.3 Convene special general meetings at the request of the members.

7.1.4 Convene the Committee of Management meetings no less often than three times per year.

7.1.5 Mediate in cases of FOCUS issues of dispute between members.

7.1.6 Sign all correspondence, submissions, and other outbound documentation in the name of the Society and delegate to the Secretary, on a case-by-case basis, the signature of any outbound document he/she so chooses.

7.1.7 Sign confirmed Minutes of General and the Committee of Management meetings prepared by the Minute Secretary and resolved by members as a true and correct record of proceedings.

7.1.8 Serve as a signatory to contracts, cheques, and other legal documents.

7.1.9 Mediate, where necessary, in disputes between members.

7.1.10 Report on the activities of the Society during the last calendar year at the Annual General Meeting.

7.1.11 May adjourn a meeting for lack of a quorum

7.2 Vice President

7.2.1 The Vice-President shall assist the President in keeping order and preside over all meetings in the absence of the President with like powers.

7.2.2 Preside over the general meeting, or Committee of Management where a motion to challenge a ruling by the President is being debated

7.3 Treasurer

7.3.1 Keep all financial records,

7.3.2 Make financial reports to all general and Annual General Meetings,

7.3.3 Serve as authorised signatory to contracts, cheques, and other legal documents.

7.4 Membership Secretary

7.4.1 Serve as authorised signatory,

7.4.2 Record all membership applications, receipt membership applications;

7.4.3 Issue membership and voting cards,

7.4.4 Maintain archival and up-to-date register of members of name, address, email address, phone number(s), connection with Unley (resident, worker, ratepayer, business/organisation nominee), date of admission, membership category, subscriptions paid in each financial year, date and reasons for termination, as applicable, and

7.4.5 Distribute Meeting Notice and Agenda for all general meetings.

7.4.6 Advise the Society on quorums and votes necessary for passage by eligible ordinary members present to ensure decisions are made in accord with the Rules.

7.5 Secretary

7.5.1 Process correspondence,

7.5.2 Serve as an authorised signatory for cheques and contracts,

7.5.3 Responsibility as repository of all records except financial records and register of members,

7.5.4 Supervise all volunteers, including keeping a diary of those members who attended FOCUS activities

7.5.5 Project-manage all contracts which may be let, and administer provisions of the Privacy Act on behalf of the Society,

7.5.6 Distribute secret ballots (except for elections) to all those eligible to receive them as determined by the Membership Secretary, receive secret ballots, count and announce the result of secret ballots.

7.5.7 Recommend a mediator for engagement by FOCUS in disputes between the President and members, to the Committee of Management.

7.5.8 Ensure all documentation is carried out according to the Rules where expulsions of Office Bearers or members are being considered.

7.6 Minute Secretary

7.6.1 Record Minutes (including movers and seconders of motions and movers and seconders of amendments) whether passed or not passed and if a poll or secret ballot was held and the votes for aye and nay,

7.6.2 Distribute attendance book at meetings,

7.6.3 Assist or act as the Secretary by delegation of the Secretary (with the exception of authorised signatory),

7.6.4 Prepare Meeting Notice with Agenda forwarded to Membership Secretary for distribution to all members.

7.7 Public Officer

7.7.1 Serve as central contact person for the general public and the Office of Consumer and Business Affairs,

7.7.2 Hold/be capable of electronically accessing a current copy of the Association Incorporation Act and Regulations,

7.7.3 Sign and timely lodge all forms with fees, including change in the address of the Public Officer and, as necessary, periodic returns required of the Society by the Association Incorporation Act and Regulations with the Office of Consumer and Business Affairs,

7.7.4 Give notice to the Committee of Management at the meeting preceding any intended absence from South Australia for a period of longer than 1 month for that Committee meeting to resolve that some other person is appointed as Public Officer during that absence.

7.8 Chairpersons of all Standing Committees

7.8.1 Chair meetings,

7.8.2 Report proceedings to the Committee of Management meetings.

7.9 Society

7.9.1 Acquire, hold, deal, and dispose of any real or personal property.

7.9.2 Open approved deposit investment, cheque, or credit card accounts.

7.9.3 Appoint agents to transact any business of the Society or on its behalf.

7.9.4 Appoint Standing Committees of members with terms of reference, delegations (not including financial expenditure) and reporting responsibilities, Patron and Vice Patron

7.9.5 Make decisions and be subject to Section 25 of the Associations Incorporations Act.

7.9.6 Enter into any other contract, including borrowing money it considers necessary or desirable.

7.9.7 Admit or exclude the media from deliberations as it sees fit.

7.9.8 Elect to have the common seal of the Society be affixed as required and must be accompanied by the signatures of any two signatories and the Public Officer. and

7.9.9 Make all decisions on affiliation with other organisations.

The powers of the Society have all the powers of Section 25 of the Association Incorporation Act and these are vested in the Committee of Management which shall have control and management of the affairs of the Society, subject to the direction of the Association in its resolutions at general meetings and Annual General meetings.

7.10 The Committee of Management (made up of all Office Bearers)

7.10.1 Call meetings of the Society;

7.10.2 Fill any casual vacancy occurring in the Committee of Management (the replacement similarly having to be a member for at least three months unless a 2/3 vote of the Society at the next general meeting) , except where Section 3.7 and 3.8 apply;

7.10.3 Make by-laws providing they are consistent with the Rules;

7.10.4 Seek legal advice or advice from other experts from time-to-time required in conscientious governance of the Society;

7.10.5 Establish Ad-Hoc Committees;

7.10.6 Delegate matters to Standing Committees (excluding financial expenditure) and Ad Hoc Committees;

7.10.7 Raise and expend money and take action consistent with the aims of the Society;

7.10.8 Supply all items of information necessary for the Auditor to report to the Annual General Meeting,

7.10.9 Appoint delegates to representative organisations,

7.10.10 Appoint a Returning Officer at its meeting prior to the Annual General Meeting

7.10.11 Appoint an auditor at its meeting prior to the Annual General Meeting for the subsequent year

7.10.12 Recommend a Patron and/or Vice Patron (if Patron is appointed) for the Society for consideration of appointment for a specified or indefinite term at a general meeting,

7.10.13 Suspend an Office Bearer from performing their role pending the outcome of expulsion deliberations,

7.10.14 Publish a newsletter, and other promotional matter; and

7.10.15 The Committee of Management shall not be empowered to borrow money.

7.10.16 Any Committee member having a direct or indirect pecuniary interest in a contract or proposed contract with the Society shall disclose the nature and extent of that interest, shall not vote on that item, and shall report to the next Annual General Meeting the particulars of each occasion in which this occurred.

7.11 Standing Committees

7.11.1 Carry out the terms-of-reference provided in the resolution of the general meeting within the timeframe so resolved.

7.11.2 Elect a Chairperson to convene, and conduct meetings as well as coordinate outcomes.

7.11.3 Elect a Secretary to record and report minutes for confirmation by the Committee and distribute to the Committee of Management.

7.11.4 Maintain all records, secure and maintain all assets of the Society within their purview.

8 Rules of Order for the Conduct of General Meetings and the Meetings of the Committee of Management

8.1 The President, or, in their absence, the Vice President, and or in their absence, the Acting Chair will preside over all proceedings.

8.2 All decisions shall be made by a duly moved and seconded motion.

8.3 Amendments to a motion or amendments to an amendment cannot be accepted if contrary to the original motion or amendment.

8.4 Any member has a right to gain a re-statement of the motion or amendment prior to that motion or amendment being put to the vote.

8.5 Order will be maintained by restricting discussion to the item of the Agenda and to the motion currently debated.

8.6 A motion can be refused to be accepted if it is deemed outside the Aims and Objectives of the Society, contrary to its Rules, or if its substance would reverse a previous decision of the Society that has already been acted upon.

8.7 An amendment to the President’s Report or Treasurer’s Report cannot be accepted unless the President, or Treasurer, respectively, accept incorporation of those amendments.

8.8 The President, or, in their absence, the Vice President, and or in their absence, the Acting Chair can declare the meeting in recess for a specified period of time

8.9 A motion to adjourn debate may be put at any time and shall be voted on without debate

8.10 The President, or, in their absence, the Vice President, and or in their absence, the Acting Chair will determine all questions of order not provided for in these Rules;

8.11 Members can move and second a motion to challenge any ruling of order, upon its declaration, whereupon another member, not being the mover and seconder of said motion must be elected by the members present to preside over the debate on that motion. The President, Vice President, or Acting Chair, as relevant, will resume presiding over the rest of the meeting’s business.

9 Disputes

9.1 Where a dispute arises between two or more members or a member and the Association, the President is authorised to act as a mediator in a place not open to the public to settle the dispute.

9.2 Where a resolution is achieved, the President is to recommend that resolution to the next opportunity at a Committee meeting (if between two Committee members about Committee business) or general meeting of the Society.

9.3 Unless either side objects, if resolution is not found to the dispute, the President is to provide a written report signed by both members on the issues remaining in dispute whereupon the Society may resolve to settle the dispute if it so wishes.

9.4 If the President is the FOCUS member in dispute with another member, the Secretary may recommend a mediator to be engaged by the Committee of Management to resolve the dispute.

10 Quorum

10.1 Committee of Management

10.1.1 A quorum of the Committee of Management shall consist of 3 members present and voting on any item.

10.1.2 A quorum is not met if three members of the Committee are not present and capable of voting 30 minutes after the due starting time of the Committee meeting.

10.2 General Meetings

10.2.1 To convene and conduct the business of a general meeting, there must be at least 8 or 1/10th of ordinary members present and voting, whichever is the lesser..

10.2.2 The President may recess the forum of a general meeting or an Annual General Meeting to a later time in which it is believed that a quorum will be constituted or alter the sequence of agenda items to be considered requiring voting on any issue if a quorum is not achieved thirty minutes after the due commencement time of the meeting.

10.2.3 To conduct the business of the Annual General Meeting, and for meetings where consideration of changes to the constitution are on the agenda, the President must be satisfied that there are at least ¼ or 12 eligible voting members present and capable of voting as each item arises.

10.3 For the purpose of constituting a quorum, the President (or the Acting Chair) shall be deemed to be one member even though in the event of equality of votes, the President (or the Acting Chair) shall have a casting vote in addition to a deliberative vote.

11 Meetings of the Society

11.1 Its first General Meeting As An Incorporated Body

11.1.1 To be held within 14 days of notice of acceptance from the Office of Consumer and Business Affairs, seven clear days’ notice shall be given with an agenda to include:

11.1.1.1 Determination of Initial Membership

11.1.1.2 Election of All Seven Office Bearers

11.1.1.3 Establish Standing Committees

11.1.1.4 Confirm Banking Arrangements

11.1.1.5 Report of the Acting Treasurer

11.1.1.6 Determine the Subscription Fees to March 2005

11.1.1.7 Appointment of an Auditor

11.1.1.8 Date, Time, and Place of Next General Meeting.

11.2 Succeeding Meetings

11.2.1 The Annual General Meeting shall be held within the month of March in each calendar year with at least the following Agenda items:

11.2.1.1 Confirmation of Minutes of the previous Annual General Meeting;

11.2.1.2 Auditor’s Report for the calendar year preceding the year of that meeting

11.2.1.2 Treasurer’s Report for the calendar year preceding the year of that meeting;

11.2.1.4 President’s Report for the calendar year ending 30 June preceding the year of that meeting;

11.2.1.5 Declaration by Office Bearers of conflicts-of-interest which occurred in the previous twelve months, and extent of direct and indirect pecuniary interests which arose.

11.2.1.6 Election of all Office Bearers making up the Committee

11.2.1.7 Appointment of an Auditor for the calendar year

11.2.1.8 Any other business requiring consideration at any general meeting.

11.2.2 If either the President’s Annual Report or the Treasurer’s Annual Financial Statement is not provided at the Annual General Meeting, they shall be presented at a special meeting convened by the President no later than two months after the date of the Annual General Meeting.

11.2.3 A general meeting may be called at any time by the Committee of Management, giving at least seven clear days’ notice by mail, fax or email to all members.

11.2.4 A special general meeting shall be held upon the written request of at least one-third of the members (those members being limited to those having been members for at least three months), giving the purpose of the request in their Notice to the President where it shall be held no later than ten clear days by mail, fax to all members.

11.2.5 At the conclusion of all general meetings, the date for the next general meeting will be announced. If the particulars of the meeting need subsequently to be changed, a Special Notice is to be issued to all members.

11.3 Voting

11.3.1 Except where otherwise specified in these Rules, a vote shall be shall be by a majority of hands of eligible members present voting on the resolution.

11.3.2 Any two members present can demand a poll on any resolution being considered.

11.3.3 No member shall have more than one vote except as stated in 11.3.9.

11.3.4 Applicants, applicants refused membership appealing that refusal, suspended Office Bearers (for the purpose of Committee of Management deliberations), junior members, associate members and unfinancial members shall not have a vote. Members expelled awaiting an appeal vote on that expulsion) shall have a vote. Office Bearers suspended from duties shall have a vote at general meetings or the Annual General Meeting..

11.3.5 A member having a direct or indirect pecuniary interest in a contract or proposed contract with the Society shall disclose the nature and extent of that interest and shall not vote on that item.

11.3.6 For any vote taken, a secret ballot shall be conducted if any three members present request to the President that a secret ballot be conducted.

11.3.7 Neither “proxy” nor “absentee” voting is allowed.

11.3.8 In neither the motion receiving the documents cannot contain clauses that amend the documents, except by the consent of the President or the Treasurer, respectively.

11.3.9 In the event of equality of votes, the President (Vice President, or the Acting Chair) shall have a casting vote in addition to a deliberative vote.

12 Changing the Constitution or the Name of the Society

12.1 The Constitution may be amended, or rescinded and replaced by a substitute Constitution or the name of the Society may be changed after a notice of motion for a special resolution has been made detailing all changes at a general meeting for its consideration at the next general meeting not to be held earlier than 21 days from the date of the general meeting in which notice was given.

12.2 A vote in the affirmative of two-thirds of members present and voting is required to any change to the Constitution or the name of the Society in a special resolution.

13 Amalgamation of the Society With Another Association

13.1 A notice of motion for a special resolution is required to be made for the amalgamation of FOCUS with one or more other Associations. The notice of motion shall detail all terms at a general meeting for its consideration at the next general meeting not to be held earlier than 21 days from the date of the general meeting in which notice was given.

13.2 An affirmative vote of two-thirds of members present and voting is required to amalgamate with another Association in a special resolution.

14 Dissolution of the Society

14.1 The Society may be dissolved after a notice of motion has been made at a general meeting for its consideration at the next general meeting not to be held earlier than 21 days from the date of the general meeting in which the notice was given.

14.2 A resolution to dissolve the Society must specify an organisation of similar aims and objectives to receive the assets and cash balances of the Society and a document must be tabled at that meeting giving the evidence that the would-be receiving organisation is willing to receive such assets.

14.3 A three quarters affirmative vote of all members entitled to vote is required to dissolve the Society in this special resolution.

Friends of the City of Unley Society Inc. (FOCUS) Application for Membership

NAME______________________________________

(Please print in block caps)

ADDRESS:___________________________________________________________

(No., Street, Suburb)

TELEPHONE:___________E-MAIL:______________________________

MOBILE: ______________________ FAX: _____________________________

Membership Type
(Please tick one only)

• Ordinary member
• Associate member
• Junior member

Membership Category
(Please tick one only )

• Resident of the Unley City Council area
• Working in the Unley City Council area but not an Unley resident
• Nominee of a business or non-profit organisation located in the Unley City
• Council but not an Unley resident.
• Ratepayer, not being an Unley resident or nominee of business or non-profit organisation

The FOCUS Membership Secretary reserves the right to give notice for proof of status.

Aims and Objectives

1. Promote planning policies that ensure retention of the existing amenity: character, gardens, open space, gardens, and trees throughout the City of Unley.
2. Influence development application assessment that insists on rigorous criteria to ensure only high quality and sympathetic development proceeds in the City of Unley.
3. Seek Council control over demolition of buildings built prior to World War II and significant trees with consultative, transparent, and accountable decision-making processes.
4. Establish and maintain the Society as a force that asserts its view at every opportunity to all levels of Government that regulate development in the Unley area.
5. Establish and maintain the Society as a force that, as a matter of course, all development authorities consult, on the basis of good faith, before strategic development decisions are made.

I agree to abide by the above FOCUS Aims and Objectives, Rules of incorporation, and accept liability of the loss of my member’s subscription.

Signature: _______________________________ Dated: ______ / _______/ ______