Constitution of the Naval Officers Club of Australia

Name

1. (a) The name of the Club shall be The Naval Officers Club of Australia Incorporated, short title Naval Officers Club (hereinafter referred to as “the Club”).

(b) The Club is incorporated in New South Wales and is subject to the Associations Incorporation Act 2009, changes and supersessions thereto and, where applicable, the Model Constitution which has been promulgated pursuant to the Act. In the event that any matter should arise which is not addressed in this Constitution, or should any conflict arise between the Constitution and the provisions of the Act, then the provisions of the Act shall apply.

Objective

2. The objective of the Club shall be to preserve and stimulate the spirit of comradeship, which has been engendered among naval officers during their Service careers by maintaining the links of members with fellow officers and the Service.

Organisation

3. (a) The Club shall be managed by the Committee elected at an Annual General Meeting (“AGM”) of Club members. The Committee shall decide on the frequency and place of its meetings.

(b) The Club operates Australia-wide, with Divisions in the States and Territories.

Activities

4. In pursuance of the objective, the Committee shall arrange for the following activities:

(a)  Communication with, and networking among members using digital communications media wherever appropriate and feasible.

(b)  Publication and distribution of a Membership Directory, with updates as required.

(c)  Publication and distribution of a quarterly newsletter.

(d)  Establishment and maintenance of a Club website.

(e)  Periodical reunions of members, both as separate events and in conjunction with other like-minded ex-service association and organisations, as well as visits to ships and establishments.

5. Other activities may be undertaken, provided that any such activity has the agreement of the Committee and the support of a majority of members at a General Meeting.

Membership

6. (a) Full Membership is open to all persons who hold or have held commissions in the Royal Australian Navy or Naval Reserve or allied navies, to persons who have already been granted Life Membership, and to persons who have already been granted Full Membership on an annual subscription basis provided payment of the subscription is up-to-date. Applications for Life membership will not be accepted after 1^st March 2016. Only Full Members have voting rights and can be elected to the Committee.

(b) Associate Membership, on an annual subscription basis, is open to persons who hold or have held commissions in foreign navies other than those named in sub-para (a) above, subject to the election decision of the Committee. Associate Membership may also be approved for partners of deceased members. Associate Members have the same privileges as Full Members excepting the rights to vote at a General Meeting or to be elected to the Committee. Associate Membership may also be granted, at the discretion of the Committee, to other Australian Defence Force officers, Defence civilians of equivalent status and others of similar status, who have had a professional affiliation with the RAN or allied navies and have demonstrated an interest in furthering the objective of the Club. 

(c) Honorary Membership may be granted by the Committee. Such members shall have the same rights as Associate Members.

(d) Applications for membership by eligible persons shall be in writing and will normally be approved by the Committee at its next meeting after receipt of the application. The Committee shall have the discretion to reject any application.                             

Financial Year and Subscriptions

7. (a) The financial year of the Club shall commence on the first day of March each year. The annual subscription for all members for the upcoming financial year is due and payable by the last day of February each year. Notices of the payment requirement will be provided primarily by email for all members with an email address and by post only for members without an email address.

 (b) The annual subscription for members shall be determined by the Committee.

Disciplining of Members and Termination of Membership

8. (a) The Committee may terminate the membership of any member who, in the opinion of the Committee, has been guilty, in or out of the Club, of any act, practice, conduct, matter or thing unbecoming a member, or otherwise acting in any matter unbecoming or prejudicial to the interests of the Club.

(b) Members may resign their membership by giving notice in writing to the Honorary Secretary to that effect or by clicking on ‘Unsubscribe’ link in Club emails. Resignation shall not provide any relief to payment of current year subscription and any prior arrears accrued thereto.

(c Membership is automatically terminated if a member required to pay subscription has not paid by the due date or if a life member has had two consecutive newsletters returned to sender. The Committee may reinstate a membership on payment of subscription arrears and/or advice of change of address, as applicable.

Committee

9. (a) The Committee shall comprise a President, Vice-President, Honorary Secretary, Honorary Membership Secretary and Honorary Treasurer (hereinafter “Office-bearers”) and not more than five other Full Members (“Committee Members”).

(b) Office-bearers and Committee Members shall retire after an initial term of two consecutive years.

(c) In the event that there is no nomination received for any Office-bearer or Committee Member by the time prescribed herein, the incumbent Office-bearer or Committee Member shall be eligible for re-election at the AGM for a further two or one year term respectively.

(d) In the event of a contest at the AGM for any Office or Committee Member position, the outcome shall be determined by a majority vote of members.

(e) The maximum consecutive term for any one person in the office of President or Vice-President shall be six years.

(f) Any casual vacancy on the Committee may be filled by a member chosen by the Committee. A person so chosen shall hold the position until the next AGM.

(g) At any Committee meeting, six members shall form a quorum.

(h) The Committee shall manage the affairs of the Cub in accordance with the Constitution and, shall appoint a Public Officer as required for an incorporated association.

General Meetings

10. (a) An AGM shall be held within six months after the expiration of the financial year at such place as may be determined by the Committee.

(b) The business of the AGM shall be to receive the report and financial statements of the Club, to elect Office-bearers and Committee Members, and to transact such other business as may be brought before the AGM.

(c) The call for nominations for the positions of Office-bearers and Committee Members, forms for appointment of proxy, notice of meeting, agenda and procedure for raising items of other business shall be promulgated in the Club newsletter distributed at or near the end of February. All nomination and proxy forms and any items of other business are to be notified in writing to the Honorary Secretary.

(d) The Committee may at any time convene an Extraordinary General Meeting (“EGM”). Additionally, an EGM may be convened by the Committee pursuant to a written requisition stating the proposed business of the EGM and signed by at least 20 financial Full Members. EGMs shall be convened as soon as practicable after notice of the requirement. The Honorary Secretary shall give 14 days written notice of the date, place and agenda, or 21 days should a Special Resolution requiring a three-quarters majority vote be involved. An EGM shall transact only such business as appears on the agenda or is incidental thereto.

(e) At any General Meeting, 12 Full Members shall form a quorum. If within 30 minutes of the time appointed for the meeting a quorum is not present, the meeting shall be dissolved and postponed by exactly one week at the same place and time. At such a postponed meeting, should 12 Members not be present 30 minutes after the appointed commencement time, those Full Members present, numbering at least three, shall form a quorum.

Chairman

11. The President shall be the Chairman at all meetings at which he is present, and in his absence the Vice-President. In the absence of both the President and the Vice-President, the meeting shall elect a Chairman. The Chairman of any meeting shall have a casting as well as a deliberate vote, if required.

 Voting

12. Voting at General and Committee meetings shall normally be by show of hands, with decisions being supported by a majority of members present and entitled to vote, unless otherwise stated herein (see Articles 17 and 22). Voting by proxy, who shall be a Full Member, is allowed, provided such proxies are submitted in writing and are in the hands of the Honorary Secretary not less than 48 hours before the time appointed for the meeting. Only Full Members whose subscriptions are current are eligible to vote at meetings.

Honorary Secretary

13. The Honorary Secretary shall:

• perform such duties, and transact such business, as the Committee shall determine; and
• be the custodian of, and maintain, the intellectual and material property of the Club, including correspondence and other documentary records.

Honorary Membership Secretary

 The Honorary Membership Secretary shall keep a register of all members, their postal and email addresses, and other pertinent details freely provided by them. Members shall be responsible for notifying any changes to the Honorary Membership Secretary.                                       

                                         

Honorary Treasurer

15. The Honorary Treasurer shall:

(a)  transact and record all remittances made to the Club by Members, and other such income as may be due to, and received by, the Club; and

(b)  keep the accounts of the finances and property of the Club and make up the annual statement of accounts and balance sheet of the Club to the last day of February each year for review by the Committee; and

(c)  subsequently, at least four weeks prior to the AGM, present these accounts, together with an up-to-date bank statement, to the Committee and, subsequently, to members at the AGM; and

(d)  present an account of the finances to each ordinary meeting of the Committee and present the bank statement to the Chairman at each such meeting.

 Funds and Property

16. (a) All records, monies and property of the Club shall be vested in the Committee for the time being in trust for the members. The entire income and property of the Club shall be applied solely to the promotion of the objectives of the Club and no portion thereof shall be transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to members of the Club provided that nothing herein shall prevent the payment in good faith of reimbursement to any member or servant of the Club for costs incurred in services actually rendered to the Club.

(b) All monies, the property of the Club, shall be placed to the credit of the Club, in such bank or financial institution as the Committee may from time to time determine. Such accounts may be operated by the Honorary Treasurer or other Committee Member appointed by the Committee for that purpose.

(c) Payment of expenses, properly incurred in the operation of the Club, and accounts received and authorised for payment by the responsible Office-bearer or Committee Member, may be made by the Honorary Treasurer from Club monies in a form and manner convenient and appropriate to the transaction, subject to the approval of the Committee.

(d) Club functions and events shall be self-funding. However, the Committee may advance or reimburse monies to the Divisions to cover the administrative costs of furthering the objectives of the Club. Divisions shall not incur expenditure on behalf of the Club without prior written approval of the Committee.

Resolution of Disputes

17. (a) In the event of a dispute between members on any matter which could reasonably be attributed to being within the responsibility of the Club, such matter shall be referred to the Committee for resolution by either of the disputants within thirty (30) days of the dispute being notified by one member to the other. The Committee shall hear the dispute within thirty (30) days of the notification, and shall notify the disputants as soon as possible thereafter, of its decision, which shall be final.

(b) In the event of a dispute between a member or members and the Committee, on any matter which could reasonably be attributed to being within the responsibility of the Club, such dispute shall be referred to a three (3) member tribunal of Club members agreed by the disputant member(s) and the Committee, within thirty (30) days of the dispute being notified by either party to the dispute. The decision of that tribunal shall be final.

   Termination of the Club

18. The Club shall not be dissolved except by a Special Resolution of at least three-quarters of the Full Members present or represented by a legitimate proxy, and eligible to vote, at a General Meeting of the Club specifically convened for the purpose, of which meeting at least 21 days written notice has been given by the Honorary Secretary. If, upon winding up or in dissolution of the Club there remains after the satisfaction of all its debts and liabilities any assets whatsoever, the same shall not be paid to or distributed among the Members of the Club but shall be given or transferred to some other institution or institutions having similar objectives of the Club and which also prohibit the distribution of their assets among its or their members. Such institution or institutions shall be determined by the Members of the Club at or before the dissolution or in fault thereof by the Chief Judge of such court as may have or acquire jurisdiction in the matter.

 Common Seal

19. (a)  The Common Seal of the Club shall be kept in custody by the Public Officer.

(b)The Common Seal shall not be affixed to any instrument except by the authority of the Committee and the affixing of the Common Seal shall be attested by the signatures either of two members of the Committee or of one member of the Committee and the Public Officer or Honorary Secretary.

Inspection of Books, etc

 The records, books and other documents of the Club shall be open for inspection to members at AGMs. Inspections at other times may be arranged at mutually convenient times.

Indemnity

21. No member shall be entitled to make a claim of any sort against the Club for loss or damage that may be sustained during the occasion of a member’s attendance at any function organised by the Club or on behalf of the Club, and members shall attend any such function at their own risk.

Notices

22. All notices shall be deemed to have been sufficiently given if posted to a member at their registered postal or email address. Members shall be bound by the decision of any meeting of which they have had a notice.

 Alteration to Constitution

23. This constitution may be added to, repealed or amended by a Special Resolution of at least three-quarters of the Full Members present or represented by legitimate proxy, and eligible to vote, at a General Meeting of Members. At least 21 days written notice of such a meeting must be given by the Honorary Secretary.

 Interpretation of Constitution

24. (a) The Committee shall be the sole authority for the interpretation of this Constitution and the decision of the Committee upon any question of interpretation or upon any matter affecting the Club and not provided for in the Constitution shall be final and binding on the members unless and until such decision shall have been altered by resolution of a General Meeting.

(b) Words in this Constitution signifying a particular gender are to be taken to include the other gender.