Constitution

Scandinavian Association of South Australia Incorporated


CONSTITUTION

February 2001


ARTICLE ONE - NAME, OBJECTS AND CONSTITUTION

1) NAME
a) The name of the Association shall be the Scandinavian Association of South Australia Incorporated.
b) The word "Association" wheresoever appearing hereinafter shall mean and include only the Scandinavian Association of South Australia Incorporated.
c) The Scandinavian Association of South Australia Incorporated is a non-profit organisation


2) OBJECTS
a) The objects of the Association shall be:
ii) To provide a place and forum where people of Danish, Finnish. Icelandic, Norwegian and Swedish descent and their guests can meet socially.
iii) To help preserve the language and culture of the above named countries.
iv) To assist new members to more readily be initiated into the laws, customs, culture and language of the Australian people.
v) To be a link between the Scandinavian and Australian way of life and to promote mutual understanding and co-operation.
a) The official language of the Association shall be English to the intent that all records and all correspondence from the Association shall be written in English and that all official functions of the Association shall be conducted in the English language.


3) CONSTITUTION
a) This constitution shall be deemed to be the rules and regulations of the Association.
b) Alterations to the constitution can only be made at an Annual General Meeting or a Special General Meeting specifically called for that purpose.
c) All financial members must receive any proposed alterations to the constitution in writing at least 14 days prior to the date of the meeting at which the proposal is to be moved.
d) No alteration shall be made to the constitution unless passed by a two third majority of those financial members present and voting (Including proxy votes).

 

ARTICLE TWO - MEMBERSHIP

1) SCANDINAVIAN DESCENT
a) The expression "Scandinavian descent" wheresoever appearing herein shall mean and include persons born in a Scandinavian country, or who have one or both parents born in a Scandinavian country.
2) ELIGIBILITY FOR MEMBERSHIP
a) Membership shall be open to anyone interested in the Association, under the provisions set out in this article.
3) MEMBERSHIP CATEGORIES
a) Categories of membership:
ii) ORDINARY MEMBER - An ordinary member shall be one who resides within 80 kilometres from the Adelaide General Post Office.
iii) COUNTRY MEMBER - A country member shall be one whose permanent residence is at least 80 kilometres from the Adelaide General Post Office.
iv) HONORARY LIFE MEMBER - Honorary life membership can be bestowed, by the committee, upon any person of Scandinavian descent who has rendered distinguished service to the Association. The Committee may grant this honour to a person if a written request by no less than twelve members is lodged. No more than two Honorary Life Memberships shall be granted in any one year. An honorary life member shall not be called upon to pay any subscription of any kind, but shall, with his/her spouse, have free admission to all functions of the Association. No honorary life member shall hold any office in the Association.
v) HONORARY MEMBER - Honorary membership can be bestowed upon any person of non Scandinavian descent who has rendered invaluable services to the Association or the Scandinavian community at large. Honorary membership can also be given to a visitor from interstate or overseas, who is of Scandinavian descent, and is only in South Australia on a temporary basis. Honorary membership shall be for a term as determined by the committee. No honorary member shall hold any office in the Association.
vi) PATRONS - The Committee may elect as Patrons of the Association, any Scandinavian Ambassador to Australia and/or any Scandinavian Consul to South Australia.
4) MEMBERSHIP FEES
a) Fees for membership shall be fixed by the Committee.
b) The Committee shall have the power to waive membership fees in the case of hardship, or for any other reason the committee sees reasonable.
c) Special rates shall apply for full-time students, country members and for those in receipt of pensions or benefits from the Department of Social Security. The concession rates shall be set by the Committee.
d) All membership fees shall be paid by the date of the holding of the Annual General Meeting in each year to enable a person to vote.
e) Persons joining in the second half of the Association's financial year shall pay for that year, one half of the annual membership fee.
5) CONDITIONS OF MEMBERSHIP:
a)
ii) All applications for membership shall be in writing.
iii) All applications shall be lodged with the Secretary.
iv) The Committee shall make all applications for membership known to the ordinary members of the Association by display on an area of notice-board set aside for that purpose in its clubrooms the details of all such applications.
v) If no objection is raised to any such application within seven days of notice being given, the application shall be deemed accepted.
vi) If an objection to a membership application is submitted to the Secretary by at least three financial members of the Association within seven days of that application being made known then the application shall not be accepted. If the applicant lodges a second application signed by no less than fifteen current financial members then membership can only be refused with the consent of a General Meeting of the general body of members of the Association.
vii) A renewal of a membership in consecutive years shall not require a new application, but shall be deemed current by the payment of the required fee for the new year. If a membership is lapsed for one year or more, a renewed application shall be lodged with the Secretary if/when the prior member wishes to rejoin the Association.
a) Every member of the Association shall be deemed by virtue of that membership to be acquainted with, and shall submit to and be bound by, this constitution and any rules and regulations made in conformity with this constitution.
b) A member (and/or children of any member) may be expelled from the Association by the committee if:
viii) He or she repeatedly or grossly offends against the constitution, rules, regulations or resolutions of the Association, OR
ix) He or she repeatedly or grossly behaves in a manner inappropriate or detrimental to the interests of the Association.
a) The member (and/or children of any member) expelled under 5(c), shall be given notice of such a decision and the reasons in writing after the member has been interviewed by the Committee, or has failed to appear if so requested. The member concerned shall be given the opportunity of lodging an appeal in writing against such a decision at the next Committee meeting and submit his/her case to the Committee meeting. This meeting may then pass a final verdict by a vote carried by a simple majority of Committee members present. If the member concerned fails to appear at the Committee meeting, at which the appeal is to be heard, without an excuse acceptable to the majority of the Committee; the expulsion shall be final upon the expiration of seven days from the date of the above stated meeting. A member expelled according to the conditions stated in this clause, shall not be eligible for readmission to the Association for a period of twelve calendar months from the date of the notice of expulsion in writing. The readmission of such a person as a member shall be subject to clause 5(a) of this article.
b) A person's membership shall lapse after an expulsion.
c) If a member remains non-financial for more than two calendar months, or for such longer period as the Committee in its absolute discretion shall decide, that person's membership shall lapse.

 

ARTICLE THREE - COMMITTEE

1) STRUCTURE AND APPOINTMENT
a) A Committee of Management shall be responsible for the affairs of the Association. That Committee shall consist of:
- a President,
- a Vice-president,
- a Secretary,
- a Treasurer,
- and no more than three general Committee members.
- In addition to the above, each Scandinavian country in the Association is entitled to be represented on the Committee by its own national delegate.
b) All members of the Committee of Management shall be elected at the Annual General Meeting by the general body of members in accordance with the provisions set out herein, each for a period of 2 years.
- In even numbered years:
- the President, Secretary, 2 general committee members as well as national delegates for Finland and Sweden shall be elected.
- In odd numbered years:
- the Vice President, Treasurer, 1 general committee member and national delegates for Denmark, Iceland and Norway shall be elected.


2) MEMBER RESPONSIBILITIES
a) The President shall normally take the chair at all committee meetings, and shall normally represent the Association in an official capacity on public occasions. The President shall observe that the constitution, rules and regulations of the Association are being adhered to, and that all the affairs and duties of the office bearers within the Association are carried out properly. If necessary, the President shall be the Public Officer of the Association for any legislation purposes in South Australia.
b) The Vice-president shall assist the President in the carrying out of his/her duties, and take the place of the President in the President's absence.
c) The Secretary shall keep the minutes of all committee, Annual General and Special Meetings. He/she shall also be responsible for inward and outward correspondence, personal contact of institutions/individuals, and all bookings associated with functions held by the Association. The Secretary shall represent the Association in all matters relating to business and administration. The Secretary shall keep a minute book, a members' register and a correspondence file.
d) At Annual General and Special General Meetings, the Secretary shall circulate the attendance book for signatures by members, and have a supply of voting papers on hand if a ballot is called for.
e) The Treasurer shall be responsible for all financial matters relating to the Association. He/she shall be responsible for the payment of accounts of the Association and all money received by the Association, including membership fees. He/she shall keep an account of all income and expenditure. The signature of the Treasurer and at least one other executive committee member shall be required for all cheques issued by the Association for any purpose whatsoever.


3) COMMITTEE TO MEET
a) The Committee shall meet once every calendar month, or whenever it is deemed necessary.
b) The Committee may hold special meetings which shall be called by the President by giving at least three days notice in writing or by telephone to each committee member.


4) COMMITTEE RESPONSIBILITIES & POWERS
a) The Committee and any sub committee or person representing the Association may not borrow any money, other than by normal monthly trading terms from suppliers, without the consent by majority vote of a General Meeting of the Association. Such consent must include the amount to be borrowed, the term, interest rate, repayment schedules, and security to be offered. Notice of intention to borrow shall be included in the written notice to members of that meeting.
b) A quorum at Committee meetings shall be two thirds of the elected Committee.
c) No member of the Committee shall be a paid employee of the Association.
d) Committee members shall have a reasonable command of written and spoken English.
e) The Committee has the power to fill any vacancy which may occur on the Committee. Any member appointed by the Committee to fill such a vacancy shall hold office until the next Annual General Meeting.
f) A Committee member will be deemed to have resigned if the member fails to attend three consecutive committee meetings without notice to the Secretary and without the consent of the Committee.
g) The Committee shall incur all necessary expenses for the proper upkeep and business of the Association and pay all sums so incurred.
h) The Committee is to appoint, from the Association's financial members, one bar manager and one editor for its newsletter.


5) SUBCOMMITTEES AND GROUPS
a) Subcommittees may be formed for any special purpose, with the consent of the Committee. Any member of the Association may be invited to serve on a Subcommittee. The Subcommittee may in turn invite any non-member with particular expertise to serve on the Subcommittee. At least one Committee member shall sit on each Subcommittee. Each Subcommittee shall report to each Committee meeting.
b) The Committee shall have the right to allow members with specific interests to form independent groups within the framework of the Association. These groups shall have the right and power to organise themselves and to introduce separate levies on their group's members subject to the agreement of the Committee.
ARTICLE FOUR - ANNUAL GENERAL MEETING
(Note: The term "member" wheresoever appearing in this article shall not include the children under the age of 18 of any member).
1) DATE OF ANNUAL GENERAL MEETING
a) The Annual General Meeting shall be held no later than March 15 each year.
b) Notice of the Annual General Meeting shall be given in writing to all financial members at least 28 days prior to the date of such Annual General Meeting.
2) MEETING RULES
a) A quorum for an Annual General Meeting shall be 15%, excluding the committee, of the total number of financial members.
b) The Annual General Meeting shall be conducted according to the "Rules of Debate", a copy of which shall be held by the Secretary.
c) Only financial members of the Association shall be entitled to vote on any matter raised at the Annual General Meeting.


3) MEETING PROCEDURES
a) The Annual General Meeting must elect a Committee and an auditor.
b) The nominations for all offices shall be sent in writing to the Secretary at least seven days prior to the Annual General Meeting. Each nominated member must be a financial member.
c) Each nomination shall be signed by the candidate and at least two financial members. In the event of two or more candidates being nominated for the same office, an election shall be conducted by secret ballot at the Annual General Meeting.
d) If less than two nominations for any one office has been received, the chairperson shall call for nominations from the floor provided the nominee is present to accept, or has signed an acceptance.
e) Each financial member shall be entitled to vote for one nominated person only in each ballot for each office.
f)
ii) Votes may be made personally or by proxy.
iii) A proxy is a written instruction signed personally by the member.
iv) The member must nominate who may exercise the vote and if appropriate, any instructions to be followed. If no specific voting instruction is included then all issues may be voted on at the decision of the nominated member, otherwise the vote must be exercised as instructed.
v) Proxy votes must nominate the specific meeting and includes any adjournment thereof.
vi) A proxy must be lodged with the Secretary at least 48 hours prior to the commencement of the meeting.
vii) The Secretary shall note on each proxy the time of receipt and endorse that the voter and the nominated member are eligible to vote.
viii) Proxy votes can only be exercised if the nominating voter is not present at the meeting.
a) Two scrutineers, not necessarily members, shall be appointed for each ballot.
b) The candidate receiving the greatest number of votes will be deemed elected.
c) In the event of any equal number of votes being returned for any two or more candidates then the chairperson shall have the option of exercising a casting vote or calling for a re-vote between the candidates having received equal votes.
4) OTHER
a) If, after a lapse of half an hour from the published and notified time for holding the meeting, a quorum is not achieved; the meeting shall be adjourned and a new meeting shall be convened not before a period of 28 days has elapsed. Such a meeting shall be deemed to have a quorum regardless of the number of eligible members present.
b) At the Annual General Meeting the following reports shall be submitted:
ii) President's report, which shall be a report concerning the year's functions, and projections for the future.
iii) Treasurer's report.


ARTICLE FIVE - SPECIAL GENERAL MEETING
(Note: The term "member" wheresoever appearing in this article shall not include the children under the age of 18 of any member).
1)
a) A Special General Meeting may be called by the Committee if special circumstances make it necessary.
b) If at least 15% of the financial members make a written and signed application, and indicate therein their reasons to call a Special General Meeting, the Committee shall be obliged to call such a meeting within one calendar month of the receipt of the application.
c) Notice and the agenda of a Special General Meeting shall be given in writing to all financial members at least 14 days prior to the date of the meeting.
d) The same provisions as set out in Article Four 2(a) and 4(a) shall apply to a quorum at a Special General Meeting.
e) Special General Meeting shall be run by accepted meeting procedure.


ARTICLE SIX - COMMON SEAL AND SEAL HOLDERS
1)
a) The Association shall have and use a Common Seal on any deed, instrument or document required by law to be under Seal. On such Seal shall be inscribed the name of the Association.
b) The Seal holders of the Association shall be the President and the Vice-president.
c) The Seal of the Association shall only be affixed to any deed, instrument or document by a resolution of the committee and in the presence of at least one of the Seal holders, who shall sign every deed, instrument or document to which the Seal shall be so affixed. Every such deed, instrument or document shall be countersigned by the Secretary.
d) Upon either Seal holder ceasing to be an officer of the Association, he/she shall, by that very fact, cease to be a Seal holder.

ARTICLE SEVEN - VISITORS
1) Members shall be allowed to introduce visitors to the Association on the following conditions:
a) The visitor must be vouched for by the member introducing him/her.
b) The visitor shall not be supplied with liquor in the Association premises except in the company of the member introducing him/her.
c) The member introducing a visitor shall enter the name and address of that visitor in the book kept for that purpose and shall sign his/her name opposite the name of the visitor.
d) No liquor shall be supplied to any visitor under the age laid down by the Licensing Law as the legal drinking age.

ARTICLE EIGHT - DISSOLUTION
(Note: The term "member" wheresoever appearing in this article shall not include the children under the age of 18 of any member).
1)
a) The Association can go into recess if the members pass a resolution for such a purpose with a two third (2/3) majority of those financial members present and voting (but excluding any absentee votes) at a Special General Meeting called for that purpose.
b) The property of the Association shall be sold or put up for sale at a public auction and all the proceeds from the sale, as well as all other assets of the Association shall be entrusted to three trustees, who shall be financial members and elected at the meeting prior to the Association going into recess.)
c) Such trustees shall be empowered to pay whatever expenses are necessary to retain the Association's identity during the recess. from the assets entrusted to them.
d) The trustees shall arrange a meeting if so requested by five people of Scandinavian descent. If at least twenty people attend such a meeting and a committee is formed, the Association's assets may be entrusted to the new Treasurer and the trustees released from liability if the trustees so decide.
e) If at the end of three years from the date of which the Association went into recess, no new Association has been formed, the assets shall be donated to one or several charitable organisations (preferably Scandinavian organisations) as decided by the trustees; and the Association shall go into dissolution.

ARTICLE NINE - NO CONFIDENCE
1)
a) Any "no confidence" motion against the committee or against individual members of the committee may be moved at a Special General Meeting called for that purpose. If such a motion is carried by a simple majority, the committee or the member in question shall resign forthwith.
b) In the event of the whole committee having to resign, the meeting shall elect a chairperson who shall arrange for an immediate election of a new committee in accordance with the rules under Article Four.


ARTICLE TEN - FINANCIAL YEAR
The financial year of the Association shall be from January 1 to December 31. Annual subscriptions shall be effective from January 1 to December 31 of each year.

Issued as the official constitution of the Scandinavian Association of South Australia Incorporated, dated this 24th day of February, 2001 by:

 

Barbro Stranz, President                             Tina Narayan, Secretary