RULES OF THE
ROYAL AUSTRALIAN ARTILLERY ASSOCIATION
(NEW SOUTH WALES) INCORPORATED

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PART 1 - PRELIMINARY

       INTERPRETATION

1.      (1)        In these rules, except insofar as the context or subject matter otherwise indicated or requires:

“Branch” means an organization of the Association, formed by any group of like minded people who accept the Rules of the RAA Association (NSW) Inc.

"Committee" means the office-bearers and members as defined in Rule 18.

"Director-General" means the Director-General of the NSW Office of Fair Trading or the person stated in the Act as performing this role.

“Eligible Person” means a person who meets the Association’s Membership qualifications Rule 4.

"Financial Member" means a member who has paid their subscription for the current financial year used by the Association or is a Perpetual Member or a Life Member.

“Ordinary Member” means a member of the Committee who is not an officer bearer of the Association, as referred to in Rule 18(2).

“Perpetual Member” means a member who has elected to pay ten times the Annual Subscription in terms of Rule 13(3).

“Life Member” means a member honoured for services rendered and approved at an Annual General Meeting in terms of Rule 7(1)(2). 

“The Secretary" means –  

(a)         the person holding office under these Rules as Secretary of the Association; or 

(b)        where no such person holds that office – the Public Officer of the Association

“Special General Meeting” means a general meeting of the association other than an Annual General Meeting or a regular monthly general meeting.

 “The Act” means the Associations Incorporation Act 1984.

“The Regulation” means the current version of the Associations Incorporation Regulation.

         (2)        In these Rules – 

(a)        a reference to a function includes a reference to a power, authority and duties;

(b)       a reference to the exercise of a function includes, where the function is a duty, a reference to the performance of the duty;

(c)        words importing any gender include the other gender;

       NAME

2.      The name of the Association shall be Royal Australian Artillery Association (New South Wales) Incorporated (hereinafter referred to as “the Association”).

         OBJECTS

3.      The objects of the Association are –  

(1)        peak Gunner organisation in NSW

(2)        to foster esprit-de-corps, gunner tradition and comradeship amongst all gunner ranks;

(3)         to communicate with the Gunner fraternity;

(4)         to represent and make representations on behalf of all Gunners.

PART II - MEMBERSHIP

       MEMBERSHIP QUALIFICATION

4       All gunners are eligible for membership. The term “gunner” means a person who is serving or has served in or is or was on the strength of or is or was attached to any Artillery, or an Artillery Unit of Commonwealth countries. Persons who served with other National Artillery units maybe accepted as members at the discretion of the Committee of the Association.      

5.      Honorary members may be elected by the Committee of the Association at its discretion and the names of those so elected shall be tabled at the first annual General Meeting following such election. Honorary members shall not be required to pay fees as outlined in Rule 13 and will have no voting rights unless they are also “Ordinary Members”.

6.      Any member who has attained the age of sixty five years and is a Financial Member may make an application to the Committee to become a Perpetual Member, paying the appropriate fee as outlined in Rule 13(3).

7.      Life Member –

(1)         Nomination for Life Membership, for any member who has rendered long, loyal and productive service to the Association, may be made in writing, proposed and seconded by two members, and then forwarded to the Committee for consideration.

(2)        The Committee will consider the nomination and if supported by a majority of the Committee will approve the nominee for Life Membership.

(3)        Life Members are not required to pay subscriptions but may vote as an Ordinary Member.

       NOMINATION FOR MEMBERSHIP

8.      (1)        A nomination of a person for membership of the Association –

(a)        shall be made by a member of the Association in writing and with the subscription as decided by the Committee; and

(b)       shall be lodged with the secretary of the Association.

(2)        As soon as practicable after receiving a nomination for membership, the Secretary shall refer the nomination to the Committee which shall determine whether to approve or to reject the nomination.

(3)            Where the Committee determines to approve a nomination for membership, the Secretary shall, as soon as practicable after that determination, notify the nominee of that approval.

(4)        The approved nominee's details shall be entered in the register of members.

       CESSATION OF MEMBERSHIP 

9.      A person ceases to be a member of the Association if the person –

(1)            dies;

(2)            resigns that membership;

(3)            is expelled from the Association;

(4)            fails to pay a subscription within two years of the due date.

       MEMBERSHIP ENTITLEMENT NOT TRANSFERABLE

10.    A right, privilege or obligation which a person has by reason of being a member of the Association –

(1)            is not capable of being transferred or transmitted to another person;

(2)            terminates upon cessation of the person’s membership.

       RESIGNATION OF MEMBERSHIP

11.    (1)        A member of the Association is not entitled to resign that membership except in accordance with this Rule.

(2)            A member of the Association who has paid all amounts payable by the member to the Association in respect of the member’s membership may resign from membership of the Association by first giving notice ( being not less than one month or not less than such other period as the Committee may determine) in writing to the Secretary of the member’s intention to resign and, upon the expiration of the period of notice, the member ceases to be a member.

(3)            Where a member of the Association ceases to be a member pursuant to Rule 9 and in every other case where a member ceases to hold membership, the Secretary shall make an appropriate entry in the register of members, recording the date on which the member ceased to be a member.

         REGISTER OF MEMBERS

12.                 The Association shall establish and maintain a register of members of the Association specifying the name and address of each person who is a member of the Association together with the date on which the person was accepted by the Committee as a member.

       FEES, SUBSCRIPTIONS, ETC.

13.    (1)        A member of the Association shall, upon admission to membership, pay to the Association an entrance fee as determined by the Committee from time to time.

(2)            In addition to any amount payable by the member under clause (1), a member of the Association an annual subscription as determined by the Committee from time to time –

(a)     except as provided by paragraph (b), before 1^st September in each calendar year; or

(b)     where the member becomes a member on or after 1^st September in any calendar year – upon becoming a member and before 1^st September in each succeeding calendar year.

(c)     The Association accounting period is 1^st September to 31^st August or as decided by the Committee.

(d)     Annual subscriptions may be paid up to five years in advance at the then annual subscription rate, these advance subscriptions are not repayable by the Association.

(3)            Perpetual Members shall pay ten times the then annual subscription and shall thenceforth be relieved of the payment of any further annual subscription.

(4)            Life Members shall be exempt from paying annual subscriptions, but will retain all other rights and privileges.

         MEMBER’S LIABILITY

14.     The liability of a member of the Association to contribute towards the payment of the debts and liabilities of the Association or the cost, charges and expenses of the winding up of the Association is limited to the amount, if any, unpaid by the member in respect of membership of the Association as required by Rule 13.

         DISCIPLINING OF MEMBERS

15.    (1)          Where the Committee is of the opinion that a member of the Association –

(a)        has persistently refused or neglected to comply with a provision or provisions of these rules; or

(b)       has persistently and wilfully acted in a manner prejudicial to the interests of the Association;

(c)        the Committee may by resolution –

(i)                   expel the member from the Association; or

(ii)       suspend the member from membership of the Association for a specified period.

(2)            A resolution of the Committee under clause (1) is of no effect unless the Committee, at a meeting held not earlier than 14 days and not later than 28 days after service on the member of a notice under clause (3), confirms the resolution in accordance with this rule.

(3)            Where the Committee passes a resolution under clause (1), the Secretary shall, as soon as practicable, cause a notice in writing to be served on the member -

(a)        setting out the resolution of the Committee and the grounds on which it is based;

(b)       stating that the member may address the Committee at a meeting to be held not earlier than 14 days and not later than 28 days after service of the notice;

(c)        stating the date, place and time of the meeting; and

(d)       informing the member that the member may do either or both of the following –

(i)                   attend and speak at the meeting;

(ii)            submit to the Committee at or prior to the date of that meeting written representations relating to the resolution.

(4)            At a meeting of the Committee held as referred to in clause (3), the Committee shall –

(a)        give to the member an opportunity to make oral representations;

(b)       give due consideration to any written representations submitted to the Committee by the member at or prior to the meeting; and

(c)        by resolution determine whether to confirm or revoke the resolution.

(5)            Where the Committee confirms a resolution under clause (4), the Secretary shall, within 7 days after that confirmation, by notice in writing to inform the member of the fact and of the member’s right of appeal under Rule 16.

(6)            A resolution confirmed by the Committee under clause (4) does not take effect –

(a)        until the expiration of the period within which the member is entitled to appeal against the resolution where the member does not exercise the right of appeal within that period; or

(b)       where within that period the member exercises the right of appeal, unless and until the Association confirms the resolution pursuant to Rule 16(4).

         RIGHT OF APPEAL

16.    (1)        A member may appeal to the Association in a general meeting against a resolution of the Committee which is confirmed under Rule 15(4), within 7 days after the notice to that effect.

(2)            Upon receipt of a notice from a member under clause (1), the Secretary shall notify the Committee which shall convene a general meeting of the Association to be held within 21 days after the date on which the Secretary received the notice.

(3)            At a general meeting of the Association convened under clause (2) –

(a)        no business other than the question of appeal shall be transacted;

(b)       the Committee and the member shall be given the opportunity to state their respective case orally or in writing, or both; and

(c)        the member present shall vote by secret ballot on the question of whether the resolution should be confirmed or revoked.

(4)            If at the general meeting the Association passes a special resolution in favour of the confirmation of the resolution, the resolution is confirmed.

PART III - THE COMMITTEE

       POWERS, ETC. OF THE COMMITTEE     

17.    The Committee shall be called the Committee of management of the Association and, subject to the Act, the Regulation and these Rules and to any resolution passed by the Association in a general meeting –

(1)            shall control and manage the affairs of the Association;

(2)            may exercise all such functions as may be exercised by the Association other than those functions that are required by these Rules to be exercised by a general meeting of members of the Association;

(3)            has the power to perform all such acts and do all such things as appear to the Committee to be necessary or desirable for the proper management of the affairs of the Association; and

(4)            may appoint an auditor who shall not be a member of The Committee.

         CONSTITUTION AND MEMBERSHIP

18.    (1)        The Committee shall consist of –

(a)        the office-bearers of the Association; and

(b)       up to 10 ordinary members, each of whom shall be elected at the annual general meeting of the Association pursuant to Rule 19.

(2)            The office-bearers of the Association shall be –

(a)        the President;

(b)       the Vice-President Operations;

(c)        the Vice-President Administration;

(d)       the Treasurer; and

(e)        the Secretary.

(3)            Each member of the Committee shall, subject to these Rules, hold office until the conclusion of the annual general meeting following the date of the member’s election, but is eligible for re-election.

(4)            In the event of a casual vacancy occurring in the membership of the Committee, the Committee may appoint a member of the Association to fill the vacancy and the member so appointed shall hold office, subject to the Rules, until the conclusion of the annual general meeting next following the date of the appointment.

(5)            The office of the President shall be held for not more than three consecutive years by any one person.

(6)            The immediate past President shall be an ex-officio member of the Committee.

(7)            The Committee may appoint a person a patron of the Association.

(8)            The Committee may appoint a Honorary President of the Association.

(9)            The Committee may appoint Honorary Vice-Presidents to the Association, with such appointments not to exceed 15 at any one time.

(10)         The office of Patron, Honorary President, or Honorary Vice-Presidents shall be determined by the death, resignation or by resolution of the Committee.

(11)         The person currently holding the appointment of Colonel Commandant, Eastern region, shall be an ex-officio member of the Committee.

         ELECTION OF MEMBERS

19.    (1)          Nominations of candidates for election as office-bearers of the Association or as ordinary members of the Committee shall be made at the Annual General Meeting.

(2)            Voting shall be by ballot and the election result shall be determined by the use of “first past the post“ voting.

(3)            In the event that two or more candidates secure an equal number of votes the result shall be determined by placing in a hat the names of such candidates and by drawing a name out of the hat and such candidate shall be declared elected.

(4)            If the number of nominations received is equal to or less than the number of vacancies the persons nominated shall be deemed to be elected.

         SECRETARY

20.    (1)        The Secretary of the Association shall, as soon as practicable after being appointed as Secretary, lodge notice within the Association of his or her address.

         (2)        It is the duty of Secretary to keep minutes of –

(a)        all appointments of office-bearers and members of the Committee in accordance with Section 21A of the Act;

(b)       the names of members of the Committee present at a Committee meeting or a general meeting; and

(c)        all proceedings at a meeting shall be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting.

         TREASURER

21.    It is the duty of the Treasurer of the Association to ensure that –

(1)         all money due to the Association is collected and received and that all payments authorized by the Association are made;

(2)         correct books and accounts are kept showing the financial affairs of the Association including full details of all receipts and expenditure connected with the activities of the Association; and

(3)         any taxation reports required by Government authorities are made.

       CASUAL VACANCIES

22.    For the purposes of these Rules, a casual vacancy in the office of a member of the Committee occurs if the member –

(1)        dies;

(2)        ceases to be a member of the Association;

(3)        becomes an insolvent under administration within the meaning of the Corporations (New South Wales) Law;

(4)        resigns office by notice in writing given to the Secretary;

(5)        is removed from office under Rule 23;

(6)        becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health; or

(7)        is absent without the consent of the Committee from all meetings of the Committee held during a period of 6 months.

       REMOVAL OF A MEMBER

23.    (1)        The Association in a general meeting may by resolution remove any member of the Committee from the office of member and before the expiration of the member’s term of office and may by resolution appoint another person to hold office until the expiration of the term of office of the member so removed.

(2)            Where a member of the Committee to whom a proposed resolution referred to in clause (1) relates makes representations in writing to the Secretary or President (not exceeding a reasonable length) and requests that the representations be notified to the members of the Association, the Secretary or the President may send a copy of the representations to each member of the Association or, if they are not so sent, the member is entitled to require that the representations be read out at the meeting at which the resolution is considered.

       MEETINGS AND QUORUMS

24.    (1)        The Committee shall meet at least 3 times in each period of 12 months at such place and time as the Committee may determine.

(2)            Additional meeting of the Committee may be convened by the president or by any member of the Committee.

(3)            Oral or written notice of a meeting of the Committee shall be given by the Secretary to each member of the Committee at least 48 hours (or such other period as may be unanimously agreed upon by the members of the Committee) before the time appointed for the holding of the meeting.

(4)            Notice of a meeting given under clause (3) shall specify the general nature of the business to be transacted at the meeting and no business other than that business shall be transacted at the meeting, except business which the Committee member present at the meeting unanimously agree to treat as urgent business.

(5)            Any six members of the Committee constitute a quorum for the transaction of the business of the meeting of the Committee.

(6)            No business shall be transacted by the Committee unless a quorum is present and if within half an hour of the time appointed for the meeting a quorum is not present the meeting stands adjourned to the same place and at the same hour of the same day on the following week.

(7)            If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting shall be dissolved.

(8)            At a meeting of the Committee –

(a)        the President, or in the President’s absence, a Vice-President shall preside; or

(b)       If the President and the Vice-Presidents are absent or unwilling to act such one of the remaining members of the Committee as may be chosen by the members present at the meeting shall preside.

DELEGATION BY COMMITTEE TO SUB-COMMITTEE

25.    (1)        The Committee may, by instrument in writing, delegate to one or more sub-committees (consisting of such member or members of the Association as the Committee thinks fit) the exercise of such of the functions of the Committee as are specified in the instrument, other than –

(a)        this power of delegation; and

(b)       a function which is a duty imposed on the Committee by the Act or by any other Law.

(2)        A function the exercise of which has been delegated to a sub-committee under this rule may, while the delegation remains unrevoked, be exercised from time to time by the sub-committee in accordance with the terms of the delegation.

(3)            A delegation under this section may be made subject to such conditions or limitations as to the exercise of any function the subject thereof, or as to time or circumstance, as may be specified in the instrument of delegated.

(4)            Notwithstanding and delegation under this Rule, the Committee may continue to exercise any function delegated.

(5)            Any act or thing done or suffered by a sub-committee acting in the exercise of a delegation under this Rule has the same force and effect as it would have if it had been done or suffered by the Committee.

(6)            The Committee may, by instrument in writing, revoke wholly or in part any delegation under this Rule.

(7)            A sub-committee may meet and adjourn as it thinks proper.

       VOTING AND DECISIONS OF THE COMMITTEE

26.    (1)           Questions arising at a meeting of the Committee or of any sub-committee appointed by the Committee shall be determined by a majority of the votes of members of the Committee or sub-committee present at the meeting.

(2)            Each member present at a meeting of the Committee or of any sub-committee appointed by the Committee (including the person presiding at the meeting) is entitled to one vote but in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.

(3)            Subject to Rule 24(5). The Committee may act notwithstanding any vacancy on the Committee.

(4)            Any act or thing done or suffered, or purporting to have been done or suffered, by the Committee or by a sub-committee appointed by the Committee, is valid and effectual not with standing any defect that may afterwards be discovered in the appointment or qualification of any member of the Committee or sub-committee.

PART IV - GENERAL MEETINGS

       ANNUAL GENERAL MEETINGS – HOLDING OF

27.    (1)        The Association shall, at least once in each calendar year and within the period of 6 months after the expiration of each financial year of the Association, convene an Annual General Meeting of its members.

(2)            Clauses (1) and (2) have effect subject to any extension or permission granted by the Director-General under Section 26(3) of the Act.

             ANNUAL GENERAL MEETINGS – CALLING OF AND BUSINESS AT

28.    (1)        The annual general meetingof the Association shall, subject to the Act and to Rule 27 be convened on such date and at such place and time as the Committee thinks fit.

(2)            In addition to any other business which may be transacted at an Annual General Meeting, the business of an Annual General Meeting shall be –

(a)        to confirm the minutes of the last preceding Annual General Meeting and of any Special general Meeting held since that meeting;

(b)       to receive from the Committee reports under the activities of the Association during the last preceding financial year;

(c)        to elect office-bearers of the Association and ordinary members of the Committee; and

(d)       to receive and consider the statement which is required to be submitted to the members pursuant to Section 26(6) of the Act.

       SPECIAL GENERAL MEETING – CALLING OF

29.    (1)        The Committee may, whenever it thinks fit, convene a Special General Meeting of the Association.

(2)            The Committee shall, on the requisition in writing of not less than 5 per cent of the total number of Financial Members, convene a Special General Meeting of the Association.

(3)            a requisition of members for a Special General Meeting –

(a)        shall state the purpose or purpose of the meeting;

(b)       shall be signed by the members making the requisitions;

(c)        shall be lodged with the Secretary; and

(d)       may consist of several documents in a similar form, each signed by one or more of the Financial Members making the requisition.

(4)            If the Committee fails to convene a Special General Meeting to be held within one month after the date on which a requisition of members for the meeting is lodged with the Secretary, any one or more of the members who made the requisition may convene a Special General Meeting to be held not later than 3 months after that date.

(5)            A Special General Meeting convened by a member or members as referred to in clause (4) shall be convened as nearly as is practicable in the same manner as General Meetings are convened by the Committee and any member who thereby incurs expense is entitled to be reimbursed by the Association for any expense so incurred.

       NOTICE

30.    (1)           Except where the nature of the business proposed to be dealt with at a General Meeting requires a special resolution of the Association the Secretary shall, at least 14 days before the date fixed for the holding of any General Meeting, cause to be sent by pre-paid post to each member of the Association at the member’s address appearing in the register of members, a notice specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting.

(2)            Where the nature of the business proposed to be dealt with at a General Meeting requires a special resolution of the Association, the Secretary shall, at least 21 days before the date fixed for the holding of a General Meeting, cause notice to be given to each member in the manner provided in clause (1) specifying, in addition to the matter required under clause (1), the intention to propose the resolution as a special resolution.

(3)            No business other than that specified in the notice convening a General Meeting shall be transacted at the meeting except, in the case of an Annual General Meeting, business which may be transacted pursuant to Rule 28(2).

(4)            A member desiring to bring any business before a General Meeting may give notice in writing of that business to the Secretary who shall include that business in the next notice calling a General Meeting given after receipt of the notice from the member.

       PROCEDURE

31.    (1)        No item of business shall be transacted at a General Meeting unless a quorum of Financial Members entitled under these Rules to vote is present during the time the meeting is considering that item.

(2)            Fifteen Financial Members present (being members entitled under these Rules to vote at a General Meeting) constitute a quorum for the transaction of the business of a General Meeting.

(3)            If within half an hour after the appointed time for the commencement of a General Meeting a quorum is not present, the meeting if convened upon the requisition of members shall be dissolved and in any other case shall stand adjourned to the same day in the following week at the time and (unless another place is specified at the time of the adjournment by the person presiding at the meeting or communicated by written notice to members given the day the meeting is adjourned) at the same place.

(4)            If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being not less than 3) shall constitute a quorum.

         PRESIDING MEMBER

32.    (1)        The President, or in the president’s absence, a Vice-President, shall preside as chairperson at each General Meeting of the Association.

(2)        If the president and the Vice-Presidents are absent from a General Meeting or unwilling to act, the members present shall elect one of their number to preside as chairperson at the meeting. 

         ADJOURNMENT

33.    (1)        The chairperson of a General Meeting at which a quorum is present may, with the consent of the majority of members present at the meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.

(2)            Where a General Meeting is adjourned for 14 days or more, the Secretary shall give written or oral notice of the adjourned meeting to each member of the Association stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.

(3)            Except as provided in clauses (1) and (2), notice of adjournment of the General Meeting or of the business to be transacted at an adjourned meeting is not required to be given.

         MAKING OF DECISIONS

34.    (1)        A question arising at a General Meeting of the Association shall be determined on a show of hands and, a declaration by the Chairperson that a resolution has, on a show of hands, being carried or carried unanimously or carried by a particular majority of lost, or an entry to that effect in the minute of the Association, is evidence of the fact without proof of the number or the proportion of the votes recorded in favour of or against that resolution.

(2)            At a General Meeting of the Association, a poll may be demanded by the Chairperson or by not less than three Financial Members present in person or by proxy at the meeting.

(3)            Where a poll is demanded at a General Meeting, the poll shall be taken –

(a)        immediately in the case of a poll which relates to the election of the Chairperson of the meeting or to the question of an adjournment; or

(b)       in any other case, in such manner shall be deemed to be the resolution of the poll on the matter shall be deemed to be the resolution of the meeting on that matter.