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The name of the Incorporated Association shall be:

"Adelaide Technical High School Old Scholars Association Incorporated"

referred to herein as "the Association".

Within this Constitution unless the contrary intention appears -

· "member" shall mean a financial member of the Association;

· "Committee" shall mean the governance and management Committee of the Association;

· "Committee Member" shall mean any elected Member of the Committee and shall include all Association Officials when acting in their capacity as Members of the Committee;

· "Committee Meeting" shall mean an official meeting of the Committee;

· "Association Officials" shall mean the President, Vice Presidents, Secretary, Membership Secretary and Treasurer of the Association;

· "the School" shall mean "Adelaide Technical High School";

· "old scholar” shall mean a person who has attended or taught at the School for at least one year;

· "general meeting" shall mean any Annual General Meeting and/or Special General Meeting of the Association convened in accordance with these rules;

· "the Act" shall mean the Associations Incorporation Act, 1985 or any Act subsequently replacing that Act;

· "the seal" shall mean the common seal of the Association;

· “a majority (of votes) of x% of the …. members voting” shall mean x% of those votes cast by people present and/or by proxy and shall not include the number of …. members who abstain;

· “financial year” shall be from the first (1^st) of January to the thirty-first (31^st) of December.

· any reference made to the masculine gender shall be taken to implicitly include the feminine gender and vice versa;

3. OBJECTS AND PURPOSES

The objects of the Association shall be -

1) to establish and/or maintain close relationship among old scholars of the School;

2) to arrange social and other functions of interest to old scholars with a view to fostering the relationship among them;

3) to take part in, and possibly assist financially, such causes as the Committee considers desirable;

4) to collect and preserve school memorabilia, especially personal items donated by old scholars;

4. COLOURS

The colours of the Association shall be Royal Blue and Gold.

5. POWERS

The Association shall have the following powers -

1) to purchase, lease, exchange, hire or otherwise acquire and maintain any assets, including land and buildings;

2) to erect, improve, renovate, demolish and rebuild buildings and other structures, on any land owned by or under the control of the Association;

3) to sell, exchange, lease, mortgage, hire, dispose of or otherwise deal with any asset of the Association;

4) to borrow or raise money as the Association considers appropriate with power to issue debentures, grant mortgages, charges or any other form of security over the assets of the Association as security for the repayment of any loan;

5) to invest any surplus funds of the Association, not immediately required, in any investments authorised by law for the investment of trust funds or in any real estate;

6) to appoint, employ and pay employees and to dismiss or suspend any employee;

7) to impose penalties for contravention of these rules;

8) to appoint patrons of the Association ;

9) to perform any other functions which are incidental or conducive to the attainment of its objects;

10) to invoke such other powers as may be conferred by Section 25 of the Act;

6. CONTROL

1) The controlling body of the Association and its means of exercising its overall authority shall be by the Association in general meeting.

2) The Association shall have complete authority to act in any manner permitted by these rules.

3) There shall be a President, up to two Vice Presidents, a Secretary, a Membership Secretary and a Treasurer of the Association ("the Association Officials") who each shall have the duties and powers set out in this Constitution.

4) There shall be a governance and management committee ("the Committee"), which shall administer the affairs of the Association, but shall be subject to the overall authority of the Association. The Committee shall have the duties and powers set out in this Constitution together with any other duties or powers delegated to it by the Association.

5) In addition to the Association Officials, there will be five Ordinary Committee Members.

6) “Overall authority” as used above shall mean that as its right of ownership, the Association in General Meeting has the right to elect or dismiss all or part of the Committee as and when it sees fit.

7. MEMBERSHIP

1) Membership shall be open to old scholars and to such other persons or classes of persons as the Committee may from time to time decide.

2) There shall be three (3) classes of membership to the Association: Full, Joint and Honorary membership. On the recommendation of the Committee, the Association may vary the classes of membership.

3) Joint membership is available to a pair of cohabiting old scholars, one of whom should be nominated as the primary person to receive notices.

4) The Committee shall set the annual subscription for each class of fee-paying membership from time to time.

5) The Committee may admit or reject any application for membership of the Association.

6) Any member who is expelled, withdraws or otherwise ceases to be a member shall not be entitled to a refund of all or any part of their annual subscription fee or other amounts paid to the Association.

7) The Association may impose such conditions of entry to membership as it may from time to time consider appropriate.

8) The rules of the Association as contained in this Constitution shall bind the Association and its members to the same extent as if they had signed them and agreed to be bound by all of the provisions thereto.

8. SUBSCRIPTIONS

1) The annual subscription fee for each class of membership shall be such sum as the Committee shall determine from time to time.

2) The annual subscription fee for each class of membership shall be due and payable at such time as the Committee shall determine.

3) Unless the Committee decides otherwise, any member whose subscription fee is outstanding for more than four (4) months after the due date for payment shall cease to be a member of the Association. The Committee may reinstate such person's membership on such terms as it may consider appropriate.

4) Annual membership shall commence on the first day of January and end on the last day of December.

9. DISCIPLINARY PROVISIONS

1) Suspension

a. Subject to giving a member opportunity to be heard or make written submission, the Committee may suspend any member who fails to abide by any decision of the Association or the Committee.

b. The Committee may also order that member to perform or refrain from performing certain actions or impose such penalty as the Committee considers appropriate.

c. Any such suspension will remain in force until the end of the financial year unless lifted earlier by the Committee.

d. A suspended member will have no voting rights in Association matters until the suspension is lifted by the Committee.

2) Expulsion

a. Subject to giving a member opportunity to be heard or make written submission, the Committee may resolve to expel a member whose conduct is deemed to be detrimental to the objects or interests of the Association.

b. Particulars of the proposed expulsion shall be communicated to the member in writing at least one (1) month before the Committee meeting at which the matter will be determined.

c. Any motion for expulsion shall be carried only if approved by a majority of seventy five (75) per cent of the Committee members voting.

d. There shall be right of appeal against expulsion to a Special General Meeting of the Association.

10. RULES CONCERNING COMMITTEE

1) The Committee members shall be elected at an Annual General Meeting of the Association and, unless removed by a General Meeting or disqualified under the Act, hold office until the next ensuing Annual General Meeting. The Committee members must be members of the Association as defined by this Constitution.

2) All Committee members shall retire at each Annual General Meeting but any retiring member shall be eligible for re-election.

3) The Committee shall meet at a frequency that enables it to competently perform its duties.

4) If a Committee member is absent from three (3) consecutive meetings without a reasonable excuse to the Committee or disqualified under the Act, they shall be automatically deemed to have resigned from the Committee and their position shall become vacant.

5) The Association may, by resolution of a General Meeting, remove a Committee member and appoint another in his or her stead.

6) A Committee member may, by written notice to the Secretary, resign from the Committee effective on and from the date specified in the notice.

11. DUTIES AND POWERS OF THE COMMITTEE

The Committee shall have the following duties and powers -

1) to govern and manage the affairs and operation of the Association, subject to the control of the Association in general meeting.

This includes determining, and ensuring adherence to, any governance and management processes that the Committee shall use in carrying out its role;

2) to control the finances of the Association;

3) to call Special General Meetings of the Association;

4) to fill any casual vacancy in the Association Officials and the Committee which occurs between Annual General Meetings, unless the vacancy was caused and filled as a result of action by the Association in accordance with para. 6.6) CONTROL of this Constitution;

5) to carry out its tasks by -

a.appointing sub-ordinate committees to which it may delegate its duties and powers as it considers appropriate;

(i) A sub-committee shall comprise of at least one (1) Committee member together with any other persons appointed by the Committee.

b. co-opting individuals to assist the Committee to carry out its tasks;

c.appointing a person to be known as the Archivist;

d. revoking any such delegation or appointment;

6) to resolve protests, disputes and other disagreements affecting the Association and its members;

7) to uphold the provisions of this Constitution;

8) to set the amounts for membership fees;

9) to admit persons to Honorary Membership of the Association whether as a result of a suggestion from a member or by the Committee of its own volition;

10) to recommend the appointment of Patrons of the Association;

11) to enact any Disciplinary Provisions provided for in this Constitution;

12) to exercise or carry out any other powers and duties which may be delegated to it by the Association;

13) to keep members informed of the decisions taken by the Committee in the manner it considers appropriate;

12. RULES CONCERNING ASSOCIATION OFFICIALS

1) The Association Officials shall be elected at an Annual General Meeting of the Association and, unless removed by a General Meeting or disqualified under the Act, hold office until the next ensuing Annual General Meeting. The Association Officials must be members of the Association as defined by this Constitution.

2) All Association Officials shall retire at each Annual General Meeting but any retiring member shall be eligible for re-election. The retiring President shall preside over the Annual General Meeting.

3) The Association Officials shall (unless stated otherwise in this Constitution) be members of the Committee and shall have full voting rights at each Committee Meeting and general meeting of the Association. If there is an equality of votes at any Committee Meeting the presiding Chairperson shall have a casting vote as well as a deliberative vote.

4) The Association may, by resolution of a General Meeting, remove an Association Official and appoint another in his or her stead.

5) An Association Official may, by written notice to the Secretary, resign his or her position effective on and from the date specified in the notice.

13. DUTIES AND POWERS OF THE ASSOCIATION OFFICIALS

1) The President shall preside over all meetings of the Association and the Committee. The President shall represent the Association and the Committee on all official occasions and whenever it is necessary for the Association to be represented. The President may delegate to a Vice President or another Committee member any of his or her duties in representing the Association.

2) A Vice President shall act as deputy to the President and subsequently shall perform the relevant duties in the absence of the President.

3) The Treasurer shall -

a. receive and acknowledge all money due to or belonging to the Association and shall pay that money into a bank account of the Association;

b. pay all debts and all other amounts, due by the Association, which the Committee authorises or directs to be paid;

c. keep proper books of account detailing all amounts received and paid ;

d. present regular financial reports at each Committee Meeting;

e. present a financial report, including a profit and loss statement and balance sheet, for the preceding year to 31st December to each Annual General Meeting of the Association;

f. arrange for the financial report to be audited prior to the AGM;

g. carry out any other duties requisite of the Treasurer of the Association and/or as determined by the Committee;

4) The Secretary shall -

a. supervise and / or carry out the day to day administration of the Association as required by the Committee;

b. prepare minutes of all meetings of the Association and the Committee and present them at a subsequent meeting for confirmation;

c. prepare, forward and receive all correspondence of the Association and the Committee;

d. convene General Meetings of the Association and advise members of such Meetings;

e. advise Committee members of all Committee Meetings;

f. circulate minutes of General Meetings and Committee Meetings to all Committee members;

g. prepare any statutory reports required by the Associations Incorporation Act;

h. prepare a report of the number of Committee meetings held and the attendance numbers for presentation to the Annual General Meeting;

i. perform the duties of the Public Officer as the person who receives documents and notices served on the Association;

5) The Membership Secretary shall -

a. prepare, distribute and receive applications for membership;

b. maintain an up-to-date record of membership for registry purposes;

c. provide information in regard to membership as appropriate;

d. provide reports to Committee meetings;

14. MEETINGS

1) The Annual General Meeting of the Association shall be held on a date determined by the Committee, not later than 30 of April in each year.

a. Notice of the Annual General Meeting may be given by publication in the journal of the Alumni Association of the University of South Australia, by advertisement in a daily newspaper circulating in South Australia or by written advice to all members at least three (3) weeks prior to the Annual General Meeting.

2) The business to be conducted at the Annual General Meeting shall be -

a. to receive an annual report from the relevant Association Officials;

b. to receive a financial report from the Treasurer;

c. to carry out the annual election of the Association Officials and Ordinary Committee members;

(i) Nominations for such positions should be in the possession of the Secretary seven (7) days prior to the Annual General Meeting.

(ii) In the event of there being insufficient nominations prior to the AGM commencing, nominations may be accepted from the floor.

(iii) In the event of there being insufficient nominations to fill all positions from (i) and (ii) above, the Committee is empowered to appoint members to fill the balance subsequent to the Annual General Meeting.

d. to appoint an Auditor;

e. to appoint a Patron or Patrons if required;

f. to consider any other business referred by the Committee or by any member in accordance with the rules applicable to Special General Meetings in paragraph 4) below;

3) Any meeting of the Association other than the Annual General Meeting is a Special General Meeting.

4) A Special General Meeting of the Association may be convened by the Secretary, at the request of the Committee, the President, or a written request signed by not less than (7) members of the Association or ten (10) per cent of the Association's members, whichever is the lesser. Notice of a Special General Meeting shall be posted to each member at least two (2) weeks prior to the date of the meeting. No business other than that specified in the notice shall be transacted at the meeting.

5) Any meeting of the Association or of the Committee may be adjourned from time to time and from place to place at the discretion of the presiding Chairperson.

15. QUORUMS

1) A quorum at any General Meeting of the Association shall be twenty-five (25) members or twenty (20) per cent of the members, whichever is the lesser.

2) A quorum at any Committee meeting shall be one half of the Committee members, or five (5) of the Committee members, whichever is the lesser.

3) In the absence of a quorum at any General Meeting or Committee Meeting or if a quorum ceases to be present for whatever reason, no business shall be transacted thereafter and the meeting shall be adjourned to a date to be decided by the presiding Chairperson.

16. VOTING

1) General

a. Voting at any meeting shall be by show of hands unless a poll is demanded by a majority of those present. A poll shall be conducted by secret ballot. The presiding Chairperson, whose decision shall be final and binding, shall decide any dispute over any vote cast.

b. A member shall be entitled to appoint a natural person, who is also a member of the Association, and who also shall be entitled to their own deliberative vote, to be his or her proxy and to attend and vote on their behalf at any general meeting of the Association.

c. A Committee member shall be entitled to appoint a natural person, who is also a Committee member, and who also shall be entitled to their own deliberative vote, to be his or her proxy and to attend and vote on their behalf at any Committee meeting of the Association.

d. Unfinancial members shall be ineligible to vote at any general meeting or Committee meeting.

2) Voting at general meetings

a. Unless otherwise precluded, each member shall have one vote, whether in person or by proxy.

b. Unless otherwise specified by this Constitution, any resolution put to a vote shall be carried if approved by a simple majority of members voting.

c. The presiding Chairperson shall have a deliberative vote, but in the case of an equality of votes, he shall not have a casting vote.

3) Voting at Committee meetings

a. Unless otherwise precluded, each Committee member shall have one vote, whether in person or by proxy.

b. Unless otherwise specified by this Constitution, any resolution put to a vote shall be carried if approved by a simple majority of the Committee members voting.

c. In the case of an equality of votes, the presiding Chairperson shall have a casting vote as well as a deliberative vote.

4) Voting of Chairperson

a. All general meetings shall be presided over by the President, or, in the President's absence, by a Vice President. Should neither be present within 10 minutes of the nominated time, a chairperson shall be elected from the members present. That chairperson shall have a deliberative but not a casting vote.

b. All Committee meetings shall be presided over by the President, or, in the President's absence, by a Vice President. Should neither be present within 10 minutes of the nominated time, a chairperson shall be elected from the Committee members present. A chairperson so elected shall have a deliberative as well as a casting vote.

5) Conflict of interest

a. A Committee member having a pecuniary interest in a contract with the Association must disclose that interest to the Committee as required by the Act and shall not vote with respect to that contract.

17. HONORARY MEMBERS

1) Honorary Membership may be awarded by the Committee to individuals who have provided outstanding service to the Association. Honorary Members shall subsequently be exempt from payment of annual subscription fees.

2) Honorary Members may attend any general meeting of the Association and shall be notified in writing of all General Meetings.

3) Honorary Members shall have full voting rights at any General Meeting, and may occupy any Association position open to financial members.

18. SUBORDINATE COMMITTEES

1) In order to assist with its administration, the Association may constitute subordinate committees as it sees fit.

2) The Committee shall appoint as members of any subordinate committee those persons whom the Committee considers appropriate.

3) The period of office of each member shall be stipulated by the Committee at the time of their appointment, but each member may be re-appointed if the Committee so decides.

4) Each subordinate committee may decide when and where to meet and determine how its meetings shall be conducted. It shall exercise its duties and powers and be subject to the provisions set out in this Constitution.

5) Each subordinate committee shall provide a report at each Committee meeting.

Each subordinate committee shall follow guidelines set down by the Committee. It may request advice from the Committee on matters it considers beyond its responsibility.

6) A subordinate committee does not carry any operational authority of the Association unless specifically delegated to it by the Committee, for defined purposes and periods.

19. ARCHIVIST

The Archivist, who shall be responsible to the Committee -

1) does not have to be a Committee member;

2) will be responsible for the care and safekeeping of the Archives;

3) will lend these items out to members subject to -

a. access to (financial) members only, and at the Archivist’s discretion;

b. a borrower will be responsible for the safekeeping and return in the same (or better) condition;

c. items will be lent for periods to be determined from time-to-time by the Committee;

d. extensions of time shall be made at the Archivist’s discretion, and shall be obtained in writing from the Archivist;

4) will maintain an inventory;

5) will keep a written log of items lent to members;

6) will provide reports to the Committee as required;

20. AUDITOR.

The Auditor shall be appointed at the Annual General Meeting.

Although not being a member of the Committee, the Auditor shall at any time have immediate access to all financial records, and shall audit the financial report for submission to members at the Annual General Meeting.

21. DISSOLUTION

1) The Association can only be dissolved at a Special General Meeting called specifically for the purpose. Upon receipt of any motion in accordance with para. 14.4) of this Constitution proposing dissolution, the Secretary shall advise all members of such a motion, and convene a Special General Meeting to be held not less than two (2) months from the date of such advice. The motion for dissolution shall be carried if subsequently approved by a majority of at least seventy five (75) per cent of the members voting.

2) If such a meeting approves the motion for dissolution the Committee shall -

a. sell or realise all assets of the Association, and from such proceeds, pay all debts and liabilities of the Association;

b. pay all expenses incurred in dissolving the Association including making provision for the payment of any contingent liabilities;

c. distribute any remaining assets at the discretion of the Committee between the University of South Australia, for the purposes of its Alumni Association, and the Glenunga International High School for the purpose of strengthening links with old scholars;

22. NOTICE PERIODS

Any requirement under this Constitution for a period of notice of a meeting may be waived by a resolution of at least ninety (90) per cent of the members voting at such meeting, provided that this exemption shall not apply to a Special General Meeting at which a resolution is to be put to dissolve the Association or to amend this Constitution.

23. BANK ACCOUNTS AND EXPENDITURE DELEGATIONS

1) All cheque and savings accounts of the Association shall be operated by at least two (2) signatories, one of whom shall be the Treasurer and one of whom shall be another member of the Committee.

2) No individual person may commit the Association's funds without the approval of the Committee save that the President and the Treasurer shall each have power to commit or pay up to $250 (two hundred and fifty dollars) in total at any one time provided that they report such commitment or expenditure to the next ensuing Committee meeting.

24. ASSETS OF THE ASSOCIATION

The assets of the Association shall be vested in the Association. No person shall by reason of he or she being a member of the Association have any transmissible or assignable interest by operation of law or otherwise in any of the funds, goods or property of the Association. The interest of any person ceasing, for any reason, to be a member of the Association, shall survive, accrue and belong to the Association.

25. INDEMNITY

Every Member of the Committee, Auditor, Secretary and other officers for the time being of the Association shall be indemnified against all liabilities, claims, actions, suits, proceedings, demands, losses, damages, costs, fees and other expenses whatsoever incurred or arising out of or in connection with or in consequence of [ the indemnified party] in his capacity as a Committee Member or officer or in the course of, or in connection with him, accepting his appointment as a Committee Member or officer, performing the duties imposed upon him in relation to that office by applicable Associations & Incorporations legislation, or failing, neglecting or omitting to perform any such duties other than incurred or arising out of actual dishonesty on his part.

26. THE SEAL

1) The Association shall have a common seal upon which its corporate name shall appear in legible characters.

2) The seal shall not be used without the express authorisation of the Committee, as recorded in the minutes of the appropriate Committee meeting.

3) The President and the Secretary shall witness the affixing of the seal.

4) The seal shall be kept in the custody of the Secretary or such other official as the Committee may decide.

5) Any person or entity dealing with the Association may assume that the affixing of the seal, if witnessed by the President and the Secretary, has been validly authorised by the Committee and is intended to bind the Association.

27. AMENDMENTS

1) This Constitution, or any part of it, may only be amended, varied or revoked at a General Meeting.

2) All changes to this Constitution shall be proposed by or through the Committee.

3) All proposed changes to this Constitution shall be in writing and in the hands of the Secretary at least one (1) month prior to the General Meeting at which the amendment is to be considered.

4) The Secretary shall advise all members of any motion proposing amendment in writing at least seven (7) days prior to the General Meeting at which the amendment is to be considered.

5) The motion shall be carried only if approved by a majority of at least seventy five (75) per cent of the members voting.

6) Any matter not covered by this Constitution if necessary may be decided by a majority vote at a duly constituted General Meeting of the Association.

END OF DOCUMENT

ADELAIDE TECHNICAL HIGH SCHOOL

OLD SCHOLARS ASSOCIATION INCORPORATED

CONSTITUTION