CONSTITUTION

 

REG No: A0810078R

The Constitution of The Rose Society of Western Australia Incorporated

 

TITLE

1.       The Society shall be called The Rose Society of Western Australia Incorporated.

 

OBJECTS

2.       The objects of The Rose Society of Western Australia Incorporated are -

(a) to encourage, improve, foster and extend the cultivation of  the Rose.

(b) to foster appreciation of the Rose

 

3.       In furtherance of the objects, The Rose Society of Western Australia Incorporated may arrange, sponsor and/or conduct talks, demonstrations, exhibitions, shows or any other activity which can be regarded as likely to further the objects of The Rose Society of Western Australia Incorporated.

In order that any of the activities referred to may be carried out effectively The Rose Society of Western Australia Incorporated may, out of its funds, pay or expend such amounts for services, fees, prizes and subsidization of bus trips to a maximum of six (6) per year, to the value of 30% of the cost, to ensure the objects and aims of  The Rose Society of Western Australia Incorporated can be met, for educational purposes to encourage, improve, foster and extend the cultivation of the rose,  as the Council deems proper.

 

3A.      Subject to the funds of  The Rose Society of Western Australia Incorporated being applied in accordance with Rules 3 and 18 of this Constitution, the surplus funds of the Society shall be invested in one or more of the following ways:

(a)    in any inscribed stock, bond, debentures, notes or other securities of or guaranteed by the Commonwealth of Australia or any States of the Commonwealth of Australia;

(b)    by placing funds on deposit with:

(i)     any bank authorised to carry on banking business in Australia under Section 5 of the Banking Act of the Commonwealth of Australia as amended;

(ii)    any permanent building society registered under the Building Societies Act of Western Australia;

or

(c)    in any other investment authorised by a majority of members at a General Meeting.

 

OFFICE         

4.       The office of The Rose Society of Western Australia Incorporated at which all notices or other communications may be left shall be the mailing address of the Secretary of The Rose Society of Western Australia Incorporated

 

MEMBERSHIP

5.       The Rose Society of Western Australia Incorporated shall consist of members in the following categories:

(a)    Ordinary members who shall be elected in the manner set out in Rule 6

(b)    Life members who because of special services rendered by them to The Rose Society of Western Australia Incorporated shall be elected by the members voting at a general meeting. They shall have all the privileges of membership but shall not be required to pay any subscription.

(c)    Associate members who shall have all the privileges of membership except that they may not be entitled to receive a free copy of the Rose Annual.

(d)    Honorary members who may be appointed by the Council for a specified period. They shall not pay any subscription nor vote at any meeting nor hold any office in The Rose Society of Western Australia Incorporated.

 

6.       (a)    A person desiring to become an ordinary member shall submit to the Secretary a written application in the form attached to these rules signed by the applicant.  The application shall be considered by the Council who shall accept or reject application.

(b)    A person who is resident in the home of an ordinary member may on nomination of the ordinary member be accepted by the Council as an Associate Member

 

SUBSCRIPTION

7.       The annual subscriptions for members and associate members shall be determined by the Council.  All subscriptions shall become due and payable on the 1st day of July each year.  Any member whose subscription is more than six months in arrears shall cease to be a member of The Rose Society of Western Australia Incorporated.  The Council may reinstate such members if payment of all arrears of subscriptions due by him is made and if such member requests reinstatement.

 

MANAGEMENT

8.       The management of The Rose Society of Western Australia Incorporated shall be vested in the Council which shall comprise the following officers:

          President, Immediate Past President, two Vice Presidents, Hon. Secretary, Show Manager, Hon Treasurer, together with six members elected at the Annual General Meeting.

 

NOMINATIONS FOR OFFICERS

9.       All offices shall become vacant prior to the commencement of the election of officers at the Annual General Meeting.  Nominations shall be called for prior to the Annual General Meeting from all financial members.  Nominations for all offices of The Rose Society of Western Australia Incorporated shall be lodged with the Hon Secretary prior to the commencement of the Annual General Meeting.  If only sufficient nominations are received for the respective offices the persons nominated shall be declared elected.  In the event of more nominations being received than the number required a secret ballot shall be held.

         To be eligible to be nominated for the position of President or Vice President a member must have served for at least two years (not necessarily consecutively) as a Council member.

          All officers and members of the Council shall be eligible for re-election .

          Should insufficient nominations be received nominations may be called from the floor at the Annual General Meeting.  Any positions left vacant may be filled by the Council at any meeting of The Rose Society of Western Australia Incorporated.

 

DUTIES OF OFFICERS

10.     (a)    The President shall preside at all meetings (both General and Council) of  The Rose

                     Society of Western Australia Incorporated and shall be entitled to a Deliberative and

                     casting vote .

(b)    A Vice President shall preside at all meetings of  The Rose Society of Western Australia Incorporated in the absence of the President.

(c)    The Hon Secretary shall convene meetings of members, conduct correspondence and generally attend to all clerical duties in connection with The Rose Society of Western Australia Incorporated.

(d)    The Hon Treasurer shall receive and bank promptly all money, keep proper accounts and generally look after the financial affairs of  The Rose Society of Western Australia Incorporated.  A financial report shall be presented at each meeting of The Rose Society of Western Australia Incorporated.  A statement of receipts and expenditure, together with bank statements, shall be presented by the Honorary Treasurer at every Annual General Meeting. The Hon. Treasurer shall hold The Rose Society of Western Australia Incorporated Seal.

 

AUDITORS

11.     One or more Hon Auditors shall be elected at the Annual General Meeting to audit the financial accounts of  The Rose Society of Western Australia Incorporated and shall have the power to examine the Treasurer’s books at any time and shall examine the statement of accounts prepared for presentation at the Annual General Meeting and certify the correctness of that statement.

 

MEETINGS OF MEMBERS

12.     (a)    The Annual General Meeting shall be held by 30th September each year.

          (b)    General Meetings shall be held on the third Tuesday of each calendar month, except December, January and July, unless the Council otherwise decides.

   (c)    The Secretary shall call a special General Meeting to be held within 14 days of receiving written request to that effect signed by not less than 12 financial members setting out the object of such a meeting.  All members shall be given at least seven days notice in writing of the meeting and no business other than that for which the meeting was called shall be discussed at such meeting.

 

QUORUM

13.     (a)    At any meeting of members ten members shall form a quorum.

          (b)    At any Council meeting six members or fifty percent of the council members shall form a quorum.

 

EXPULSION OR SUSPENSION FROM MEMBERSHIP

14.     The Council shall have power to remove from the list of members the name of any person whom it deems likely to bring discredit upon The Rose Society of Western Australia Incorporated or any person who acts in an unseemly manner at any meeting of  The Rose Society of Western Australia Incorporated.

 

APPOINTMENT OF SPECIAL COMMITTEES

15.     The Council may appoint such special committee as it considers necessary to assist in the management and /or organisation of  The Rose Society of Western Australia Incorporated. Such special committees shall be responsible directly to the Council and no such special committee shall in any way bind The Rose Society of Western Australia Incorporated unless and until its action has been approved and adopted by the Council.

 

AMENDMENT OF RULES

16.     The rules of  The Rose Society of Western Australia Incorporated may be amended, altered, added to, varied or rescinded, in whole or in part, by a special resolution passed by a three fourths (75%)  majority of members present at an Annual or Special General Meeting or at a Special General Meeting called for that specific purpose and in each case written notice of motion shall be lodged with the Hon Secretary 14 days prior to such meeting.

 

SEAL-HOLDERS

17.     There shall be a seal-holder of The Rose Society of Western Australia Incorporated, who shall be a member of The Rose Society of Western Australia Incorporated and shall hold office during the pleasure of the Society. The seal-holder may be removed from office by a vote of a majority of the members at any Annual or Special General Meeting of The Rose Society of Western Australia Incorporated for which the necessary written notice has been lodged with the Hon Secretary.  The seal of  The Rose Society of Western Australia Incorporated may, on the authority of a General Meeting or of the Council be affixed to any deed, instrument or document by the seal-holder and any deed, instrument or document to which the seal is affixed shall be countersigned by the Hon Secretary of  The Rose Society of Western Australia Incorporated for the time being.

 

NON-PROFIT MAKING

18.     The income and property of The Rose Society of Western Australia Incorporated whencesoever derived shall be applied solely towards the promotion of its objects as set forth in this constitution and no portion thereof shall be paid or transferred directly or indirectly by way of dividend bonus or otherwise howsoever to its members provided that nothing herein shall prevent the payment in good faith or remuneration to any officer of servant of  The Rose Society of Western Australia Incorporated for services actively rendered to The Rose Society of Western Australia Incorporated.

 

DISSOLUTION

19.     The Rose Society of Western Australia Incorporated may at any time, by Special Resolution,  with the consent of a majority of 75% of the members present, at a General meeting called for the purpose, be dissolved.  If upon the dissolution or winding up of The Rose Society of Western Australia Incorporated there remains after the satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid to or distributed among the members of The Rose Society of Western Australia Incorporated but shall be given or transferred to another association incorporated under the act having objects similar wholly or in part to the objects of The Rose Society of Western Australia Incorporated, or some charitable purpose which society, institution or object shall be determined by the members of  The Rose Society of Western Australia Incorporated at or before the time of  dissolution or winding up, or in default thereof or if and in so far as effect cannot be given to such determination then such payment or distribution shall be determined by a Judge of the Supreme Court.

 

20.     The name “The Rose Society of Western Australia Incorporated.” shall go to the first Regional Society, or, if more than one Regional Society, then the Regional Society that has the most memberships, and that Regional Society shall become The Rose Society of Western Australia Incorporated.