Constitution of Joondalup Business Association Inc.

The name of the Association is Joondalup Business Association Inc.

The Association is a not-for-profit Association incorporated under the Associations Incorporation Act 2015 (WA).

In this Constitution, unless the contrary intention appears, the following terms apply:

Act

— means the Associations Incorporation Act 2015.

Association

— means Joondalup Business Association Inc.

Board

— the group of Board members responsible for managing the affairs of the Association.

Board member

— a member of the Board appointed under clause 47.

Constitution

— this document as amended from time to time.

Financial year

— the 12 months commencing on 1 July and ending on 30 June each year.

General meeting

— a meeting of the Association that all members are entitled to receive notice of and attend; either an annual general meeting or a special general meeting.

Member

— a person who is an ordinary or associate member of the Association.

Ordinary resolution

— passed by more than 50% of persons entitled to vote at the meeting.

Special resolution

— passed by not less than 75% of persons entitled to vote at the meeting.

President / Vice-President / Secretary / Treasurer

— the Board members holding those offices.

The Associations Act 2015 overrides any provision in this Constitution which is inconsistent with the Act.

The words "including", "for example" or similar expressions are not exhaustive. Reference to an Act includes every amendment, re-enactment or replacement of that Act and any subordinate legislation made under it.

The Association's financial year is the 12-month period commencing 1 July and ending 30 June.

The aim of the Association is to establish, maintain and conduct an association of a recreational, social, non-political and non-sectarian nature for the following purposes:

• The promotion and fostering of the exchange of business knowledge between members, a "buy local" strategy, and networking opportunities between members;
• Communicating with members with information relevant to the successful operation of their business;
• Cooperation with local authorities and bodies in advancing the interests of members and the wider community;
• Social interaction between members;
• Lobbying on behalf of members as their representative business body on matters of concern; and
• Other activities as the Board or members in general meeting may decide.

Subject to the Associations Act 2015, the Association may do all things necessary to lawfully pursue its objects and purposes.

The property and income of the Association must be applied solely towards the promotion of its objects and purposes. No part of that property or income may be paid or distributed, directly or indirectly, to any member, except in good faith in the promotion of those objects.

Authorised payments to a member include: reasonable remuneration for services or goods supplied in the ordinary course of business; interest on money borrowed from the member (not exceeding the RBA cash rate); reasonable rent for premises leased to the Association; and reimbursement of reasonable expenses properly incurred on behalf of the Association.

The Association will have a minimum of six (6) members with full voting rights.

The Association consists of Ordinary, Associate and Life members. A person can only belong to one class of membership.

Ordinary membership is open to any person engaged as owner or employer in any trade, profession, industry or business.

Associate membership is open to serving politicians at any level, government departments and instrumentalities, and any person who may, in the opinion of the Board, advance trade, commerce and industry. Associate members do not have the right to stand for a position on the Board.

Life membership may be awarded by the Board for outstanding service to the Association. Life members do not pay membership fees and have the full rights of a member.

The Board has the right and power to create new classes of membership with such rights, privileges and obligations as are determined applicable.

Ordinary and Associate members have the right to vote, the right to stand for office (subject to clause 38), and any other rights and benefits determined by the Board or by resolution at a general meeting.

A person who wishes to become an Ordinary or Associate member must apply in writing to the Association.

The Board must consider each application in the order received and decide whether to accept or reject it. The Board may delay consideration to obtain further information, may reject an application without reasons, and must notify the applicant of its decision as soon as practicable.

An applicant becomes a member when the Board accepts the application and the applicant pays any membership fees payable under clause 21(a).

A person ceases to be a member upon death (for individuals), resignation, expulsion under clause 24, or non-payment of fees under clause 21(b). The Secretary must keep a record for at least one year of the date and reason membership ceased.

A member may resign by written notice to the Secretary. The resignation takes effect when the Secretary receives the notice (or at a later time stated in the notice). A resigning member remains liable for any fees owed at the time of resignation.

The rights of a member are not transferable and end when membership ceases.

Members shall pay a membership fee as set by the Board from time to time. Annual fees unpaid after 3 months (or monthly fees after 2 months, or 48 hours before the AGM — whichever comes first) result in cessation of membership. The Board may reinstate membership in its sole discretion if outstanding fees are paid.

The Association must maintain a current members' register including each member's name, contact address, class of membership and date of joining. Changes must be recorded within 28 days. The register is kept at a place decided by the Board, and members may request to inspect it subject to clause 80.

In this Part, member in relation to an expelled member includes a former member.

The Board may suspend or expel a member who refuses or neglects to comply with this Constitution or who acts detrimentally to the interests of the Association. At least 28 days' written notice of the proposed action must be given. The member may attend the meeting and make submissions. A decision takes immediate effect, and the member must be notified within 7 days. Within 14 days of receiving notice, the member may request the appointment of a mediator under clause 32.

During suspension a member loses voting and other membership rights and is not entitled to a refund of fees. The Secretary must record the suspension, its effective date and period in the register, and update the register when suspension ends.

Grievance procedure means the procedures set out in this Division. A party to a dispute includes a person who ceases to be a member within 6 months before the dispute came to the attention of each party.

The grievance procedure applies to disputes between members or between one or more members and the Association.

The parties must attempt to resolve the dispute between themselves within 14 days after it comes to the attention of each party.

Any party may start the grievance procedure by giving written notice to the Secretary. A Board meeting must be convened within 28 days to consider the dispute. Parties may make written or oral submissions and must be given at least 7 days' notice of the meeting.

The Board must give each party a reasonable opportunity to be heard, consider the submissions, and determine the dispute. Parties must be notified of the decision in writing within 7 days, and may request the appointment of a mediator within 14 days.

This Division applies if written notice has been given to the Secretary requesting the appointment of a mediator under clauses 24(g), 29(e)(ii)(2) or 30(c).

The mediator is chosen by agreement between the parties. If there is no agreement, the Board appoints the mediator — who, in disciplinary or member-vs-Association disputes, must be a person who acts as a mediator for another not-for-profit body. The mediator must not have a personal interest in the matter or be biased toward any party.

Parties must attempt in good faith to settle the matter. Each party gives the mediator a written statement of issues at least 5 days before the mediation. The mediator must give each party every opportunity to be heard and ensure natural justice. The mediator cannot determine the matter. Mediation is confidential and information given cannot be used in other proceedings. Costs are paid by the requesting party.

Where a suspension or expulsion is revoked through mediation, the revocation does not affect the validity of any decision made at a Board meeting or general meeting during the period of suspension or expulsion.

If a dispute cannot be resolved, any party may apply to the State Administrative Tribunal under the Associations Act 2015 or otherwise at law.

The Board members manage the affairs of the Association. Subject to the Act, this Constitution and any resolution at a general meeting, the Board has power to do all things necessary for the proper management of the Association. The Board must take all reasonable steps to ensure compliance with the Act and this Constitution.

The Board consists of the President, two Vice-Presidents, the Secretary, the Treasurer, and between two and five ordinary Board members. The Board may also nominate up to two additional non-voting associate or non-member positions. A person must not hold two or more of the offices of President, Vice-President, Secretary or Treasurer at the same time.

A Board member must be aged over 18 and the individual (or organisation they represent) must have been an Ordinary or Life member for not less than 12 months prior to standing for election. A person cannot be an elected Board member if they are an Associate Member, are bankrupt, are under insolvency administration without Commissioner consent, or have within the last 5 years been convicted of certain indictable, fraud or dishonesty offences. A suspended member cannot act as a Board member until the suspension expires.

Board members must comply with their duties under legislation, common law and (where applicable) ACNC Governance Standard 5:

• Exercise powers and discharge duties with care and diligence;
• Act in good faith, for proper purposes, and in the best interests of the Association;
• Not misuse information or position;
• Disclose any actual or perceived material conflict of interest;
• Ensure financial affairs are managed responsibly and the Association does not trade while insolvent.

A Board member with a material personal interest must disclose its nature and extent and, except in limited circumstances, must not be present or vote on the matter.

The President consults with the Secretary on business for each meeting, convenes and presides at Board meetings and general meetings, holds property and records not held by others, and may take urgent action consistent with the aims of the Association subject to ratification by the Board.

The Vice-President supports the President, exercises all powers of the President in their absence or incapacity, and carries out any other duty given under this Constitution or by the Board.

The Secretary deals with correspondence, prepares notices, maintains the members' register and an up-to-date copy of this Constitution, keeps the books (other than financial records), maintains full and accurate minutes, and carries out any other duty given under this Constitution or by the Board.

The Treasurer ensures amounts due are collected and receipted, payments are made on time, necessary insurances are taken out, financial records are safely kept, and coordinates preparation of the Association's financial statements for the AGM.

A member becomes a Board member if elected at a general meeting or appointed to fill a casual vacancy under clause 50.

At least 28 days before the AGM, the Secretary must call for nominations in writing. A member wishing to stand must nominate at least 14 days before the AGM, with a written statement of support from two other members. A nomination may be for one specified office holder position or as an ordinary Board member.

All Board positions are elected for a 2-year term. The Vice-President and Secretary positions are declared vacant in the alternate year to the President, second Vice-President and Treasurer. A Board member may be re-elected. No member is eligible for more than three consecutive terms unless agreed by majority at a general meeting.

At the AGM, a separate election is held for each office holder position. If only one nomination is received, the chairperson declares the member elected; otherwise a confidential ballot is held. For ordinary Board members, if the number of nominations does not exceed the number to be elected, all are declared elected; otherwise a confidential ballot decides.

A Board member may resign by written notice to the Secretary (or to the President, if the Secretary is resigning). At a general meeting, the Association may by resolution remove a Board member and elect a replacement. The member subject to removal may make written representations to the members.

A Board member ceases to hold office on death, ceasing membership, resignation or removal, ineligibility, permanent incapacity, or failure to attend 3 consecutive Board meetings of which notice was given without notifying the Board.

The Board may appoint an eligible member to fill a vacancy. If the Secretary position becomes vacant, an appointment must be made within 14 days. Subject to quorum, the Board may continue to act despite vacancies; with fewer members than a quorum, the Board may act only to appoint Board members or convene a general meeting.

Acts of the Board or a Sub Committee, or of any Board member or sub-committee member, are valid despite any defect later discovered in election, appointment or qualification.

The Board must meet at least 6 times each year. The first meeting is held as soon as practicable after the AGM. Special Board meetings may be convened by the President or any 2 Board members.

At least 48 hours' notice of each Board meeting must be given, stating date, time, place and the general nature of business. Only the notified business may be conducted, unless the Board unanimously agrees to treat additional business as urgent.

The President (or Vice-President in their absence) presides as chairperson. Otherwise the Board members present choose a chairperson. Non-Board members may attend if invited but have no right to documents, must not comment unless invited, and cannot vote.

Board members may participate by telephone or other means of instantaneous communication. A member who participates this way is taken to be present and any vote cast is taken as cast in person.

The Board may pass a circular resolution without a meeting if all Board members entitled to vote sign or otherwise agree. Resolutions may be sent and agreed by email. A circular resolution is passed when 75% of eligible Board members agree.

A quorum is a majority (more than 50%) of total Board members and must be present for the entire meeting. If a quorum is not present within 30 minutes, a special meeting lapses; otherwise the meeting is adjourned to the same time and place in the following week, where at least 2 members present then constitute a quorum.

Each Board member present has one vote. A motion is carried if a majority votes in favour. If votes are tied, the chairperson has a casting vote. Voting is by general agreement or show of hands unless the Board decides on a secret ballot.

Minutes must record names of those present, any invited attendees, the business considered, motions voted on and the result. Minutes must be entered in the Association's minute book within 30 days and signed as correct by the chairperson.

The Board may appoint Sub Committees and create subsidiary offices in writing. A Board member shall be nominated as ex-officio of each Sub Committee. Members of Sub Committees and holders of subsidiary offices need not be members of the Association.

The Board may, in writing, delegate the exercise of any power or duty (other than the power to delegate or a non-delegable duty) to a Sub Committee or subsidiary office holder. Delegations may be made subject to conditions and may be amended or revoked at any time.

A general meeting is a meeting of the members of the Association. The two types are the annual general meeting and a special general meeting.

The Board determines the date, time and place of the AGM. The Association must hold an AGM each calendar year within 6 months after the end of its financial year (or within a longer period if the Commissioner allows). Ordinary business includes confirming previous minutes, electing Board members, receiving financial statements and any review or auditor's report.

Any meeting which is not an AGM is a special general meeting. The Board may convene one and must convene one if at least 20% of members require it by signed written notice stating the business to be considered. The meeting must be convened within 28 days. If the Board does not, the requisitioning members may convene it and be reimbursed reasonable expenses.

At least 21 days' notice must be given to each member, specifying date, time, place and the general nature of business. AGM notices include the names of members nominating for the Board. Notice of any proposed special resolution must set out the wording and state that it is intended to be a special resolution.

The President (or Vice-President in their absence) presides. Fifteen (15) members personally present and entitled to vote constitute a quorum. If a quorum is not present within 30 minutes, a special meeting lapses; an AGM is adjourned to the same time and day the following week, where at least 2 members then present constitute a quorum.

The chairperson, with the consent of a majority of members present, may adjourn the meeting. No business other than the unfinished business may be conducted on resumption. Notice of adjournment is not required unless the meeting is adjourned for 14 days or more.

A member may appoint a proxy (who must also be a member) to attend and vote on their behalf. No member may hold more than three proxy votes. Proxy forms must be received by the Association at least 48 hours before the meeting. A proxy cannot speak or vote while the appointing member is present at the meeting.

Each member present in person or by proxy has one vote. A motion is carried by majority (or 75% for a special resolution). If votes are tied, the chairperson has a casting vote. To be eligible to vote, a member must have been a member when notice was given and must have paid any fees owed.

A special resolution is required to affiliate with another body or to request the Commissioner to apply for the appointment of a statutory manager. This does not limit the matters on which a special resolution may otherwise be proposed.

The chairperson may declare a resolution carried, carried unanimously, carried by a particular majority, or lost based on general agreement or a show of hands. A special resolution must be identified as such. A poll may be demanded by the chairperson or at least 3 other members present, in which case the poll is taken in the manner determined by the chairperson.

The Secretary or an authorised person must take and keep minutes recording the business considered, resolutions and results. AGM minutes must additionally record the names of members attending and any financial statements or auditor's report presented. Minutes must be entered in the minute book within 30 days and signed as correct.

The funds of the Association may be derived from annual fees, donations, fund-raising activities, grants, interest and any other sources approved by the Board.

The Association must hold an account with a financial institution in its name. The Board may approve expenditure and may authorise the Treasurer to expend funds up to a specified limit without per-item approval. Cheques and negotiable instruments must be signed by 2 Board members or by one Board member and a person authorised by the Board. All funds must be deposited within 5 working days of receipt.

The Association may decide to have a common seal showing its corporate name. If adopted, the Secretary ensures safe custody and the seal is only used under Board resolution. Documents may be signed without a seal if signed by 2 directors. If the seal is used, its fixing must be witnessed by any 2 directors, or one director and another person authorised by the Board. Every use must be recorded in the minutes.

For each financial year, the Board must ensure the requirements of Part 5 of the Act are met, including preparation of financial statements; any required review or audit; presentation of the statements (and any review or auditor's report) to the AGM.

The Board may make, amend and repeal Standing Orders by ordinary resolution at a Board meeting, provided they are consistent with this Constitution and the Associations Act 2015. Standing Orders do not form part of this Constitution and are not lodged with the Commissioner.

A notice to a member must be in writing and delivered by hand to the recorded address, sent by prepaid post to the recorded postal address, or sent by facsimile or electronic transmission to a recorded number or electronic address.

The books and securities of the Association must be kept in the Secretary's custody; financial records and statements in the Treasurer's custody — except as otherwise decided by the Board. The books must be retained for at least 7 years.

A member may request to inspect the register of members, the record of Board members and authorised representatives, or any other record. The Board may refuse access to records relating to confidential, personal, employment, commercial or legal matters where this would be prejudicial. Inspection is free of charge; copies may be taken but records cannot be removed.

A member must not use the information on the members' register to access information deliberately denied to them; to advertise for political, religious, charitable or commercial purposes; or for any other purpose unless approved by the Board and directly connected to the Association's affairs or to providing information to the Commissioner.

A Board member must not publish any statement about business conducted at a general meeting or Board meeting unless authorised at a Board meeting and the authority is recorded in the minutes.

On cancellation of the incorporation or winding up, surplus property (after satisfaction of debts, liabilities and winding-up costs) must be distributed as determined by special resolution by reference to the persons mentioned in section 24(1) of the Act.

An amendment changing the Association's name or its object or purposes does not become effective until the required documents are lodged with the Commissioner and the Commissioner's written approval is received.