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NATIVE FISH AUSTRALIA INCORPORATED CONSTITUTION
(formally adopted Canberra 21 June 1986)
(amended: Eildon, 2 May 1987; Canberra, 8 Mar 1994;
Clarencetown, 15 Mar 1997)
NAME
1. The name of the organisation shall be Native Fish Australia
Incorporated.
DEFINITIONS
2. In this constitution, unless the contrary intention appears:
'NFA' shall mean Native Fish Australia Incorporated, its members and
executive;
'member' or 'members' shall include both an individual member or a
branch member referred to in clause 5(a);
'native fish' shall include all fish indigenous to Australian inland
and tidal waters;
'Commissioner' shall mean the Commissioner of Corporate Affairs in
the Australian Capital Territory;
'meeting' shall mean both a meeting at which delegates are
physically present and a meeting held by electronic or other
communications linking delegates at various locations;
the masculine shall be taken to include the feminine and vice-versa;
and
the singular shall be taken to include the plural and vice-versa.
OBJECTS
3. The objects of NFA are:
(a) to encourage, promote and sponsor the propagation and
conservation of Australian native fish;
(b) to promote and sponsor the scientific study, conservation and
management of native fish species, their environment and
ecology;
(c) to disseminate information and knowledge of scientific work on
native fish and related matters to members, governments,
scientific bodies and the general public;
(d) to participate and assist in the collection, preparation and
analysis of any information relevant to native fish; and,
(e) to encourage members to instigate and participate in, where
appropriate, programs of scientific project.
POWERS
4. In pursuance of its objects, NFA shall have powers which shall
include:
(a) representing the interests of members and allowing the members
to confer and speak on matters
(b) making, and assisting members to make representations and
submissions on matters of importance to native fish species and
in the furtherance of these objects and for the benefit of
native fish
(c) promoting the cause of native fish and opening and maintaining
communication and discussion with relevant Commonwealth, State
and Local Governments, departments and agencies and with
scientific institutions and allied organisations within
Australia and internationally
(d) liaising with all recreational and sport fishing organisations
and encouraging them to participate with NFA in the furtherance
of its objectives
(e) co-operating with national and international organisations with
similar or allied interests
(f) representing, in Australia or overseas, NFA members at meetings,
conferences, or seminars relating to native fish and the
utilisation and management of native fish
(g) encouraging the enjoyment of native fish species by fostering a
greater understanding of them and by promoting the legal and
ethical aspects of angling for them within the context of the
need to observe at all times the conservation and management
requirements of the resource
(h) commissioning, contracting and making grants to organisations or
individuals for the purpose of research and education in matters
relevant to native fish, their conservation, environment and
management
(i) receiving gifts, grants and subscriptions for the functioning or
furtherance of the objects of NFA
(j) in any way whatsoever, assisting members to do all such acts,
deeds and things, including such legal action as may from time
to time be necessary for the furtherance of these objects, and
(k) doing all such things and acts which may be deemed necessary to
achieve the objects.
(l) the purchase, taking on lease or in exchange, and the hiring and
otherwise acquiring of any real or personal property that may be
deemed necessary or convenient for any of the objects or
purposes of NFA
(m) the buying, selling and supplying of, and dealing in, goods of
all kinds;
(n) the construction, maintenance and alteration of building or
works necessary or convenient for any of the objects or purposes
of NFA
(o) the accepting of any gift, whether subject to a special trust
or not, for any one or more of the objects or purposes of NFA
(p) the taking of such steps from time to time as the executive or
the members in general meeting may deem expedient for the
purpose of procuring contributions to the funds of NFA, whether
by way of donations, subscriptions or otherwise
(q) the printing and publishing of such newspapers, periodicals,
books, leaflets or other documents as the executive or the
members in general meeting may think desirable for the promotion
of the objects and purposes of NFA
(r) the borrowing and raising of money in such manner and on such
terms as the executive may think fit or as may be approved or
directed by resolution passed at a general meeting, and securing
the repayment of monies so raised or borrowed or the payment of
a debt or liability of NFA by giving mortgages, charges or
securities upon or over all or any of the real or personal
property of NFA
(s) subject to the provisions of the Trustee Ordinance 1957, the
investment of any monies of NFA not immediately required for
any of its objects or purposes in such manner as NFA may from
time to time determine
(t) to enter into and terminate any contract of service or contract
for services, with any persons or organisations for the
administration and furtherance of the objects of NFA, on such
terms as NFA may decide;
(u) the establishment and support or aiding in the establishment and
support, of associations, institutions, funds, trusts, schemes
and conveniences calculated to benefit servants or past servants
of NFA and their dependents and the granting of pensions,
allowances or other benefits to servants or past servants of
NFA and their dependants, and the making of payments towards
insurance in relation to any of those purposes; and
(v) the doing of all such other lawful things as a incidental or
conducive to the attainment of the objects of NFA or of any of
the objects and purposes specified in this clause.
MEMBERSHIP
5. (a) There shall be three categories of membership of NFA:
(i) Branch Member, which shall be a properly constituted
association of persons and having an executive, comprising
at least the positions of president, secretary and
treasurer elected annually by a majority of that
association's members, and such an association shall be
admitted to Branch Membership conditional upon its
acceptance of this constitution and all of the objects,
rules and restrictions of the NFA contained herein,
(ii) Individual Member, who shall be a person having no
affiliation with a Branch Member and who shall be admitted
to Individual Membership conditional on acceptance of this
Constitution and all of the objects, rules and
restrictions of NFA contained herein.
(iii) Affiliate Member, which shall be a properly constituted
association and having an executive comprising at lest
the positions of president, secretary and treasurer
elected annually by a majority of that association's
members. Affiliation under this clause applies only to
the Affiliate Member and not the constituent members of
the Affiliate Member.
(b) (i) Any association or individual may be admitted to
membership of NFA subject to the following subclauses.
(ii) The membership application shall be in writing and
accompanied by a affiliation or annual subscription fee
to NFA.
(iii) Branch Members, Affiliate Members and Individual Members
shall pay to NFA an annual affiliation fee in the case of
Branch Members and an annual subscription fee in the case
of Individual Members, pursuant to clause 6 (a) and (b).
(iv) The annual subscription fee payable by Individual Members
who are pensioners, full-time students or under the age of
sixteen years will be half the amount fixed, pursuant to
clause 6 (a) and (b).
(c) If a Branch Members of NFA is either wound up (whether
voluntarily or otherwise) or ceases to accept or observe any of
the objects, rules and restrictions of the NFA contained in this
constitution, it shall ceases to be a member of NFA and the
number of Executive Officers referred to in clause 8 (a) (v)
herein shall be reduced accordingly.
(d) If an Individual Member ceases to accept or observe any of the
objects, rules and restrictions of the NFA contained in this
constitution, that individual shall cease to be a member of NFA.
(e) Any member of NFA shall be expelled from membership upon the
resolution of seventy-five per cent of the members present at a
general meeting, and such decision of NFA shall be final and
binding. Expulsion shall be dealt with at a general meeting and
the agenda for that meeting shall set out clearly and concisely
the ground for the motion.
AFFLILATION AND SUBSCRIPTION FEES
6. (a) At each annual general meeting NFA will fix annual affiliation
and subscription fees or alter existing annual affiliation or
subscription fees.
(b) Each new member shall pay any affiliation or subscription fee
immediately on admission to membership and in the case of
existing members, affiliation and subscription fees will be due
on 1 April each year and payable by 31 July each year, and if
fees are not paid by this time, a member shall not be entitled
to exercise the rights or enjoy the privileges of membership.
DELEGATES
7. (a) Each Branch Member shall appoint in writing two delegates to
Native Fish Australia each NFA financial year.
(b) (i) (a) Individual Members shall elect two delegates to Native
Fish Australia pursuant to the following sub-clauses.
(b) Affiliate Members shall elect two delegates to Native
Fish Australia pursuant to the following sub-clauses.
(ii) (a) No less than eighty days before each NFA annual
general meeting, the Executive will call in writing
for nominations from all currently financial
Individual Members for the positions of two Individual
Member delegates to NFA.
(b) No less than eighty days before each NFA annual
general meeting, the Executive will call in writing
for nominations from all currently financial Affiliate
Members for the positions of two Affiliate Member
delegates to NFA.
(iii) (a) No less than fifty days before each NFA annual general
meeting, the Executive shall conduct a postal vote
among all currently financial Individual Members for
the election of two Individual Member delegates from
the persons nominated pursuant to sub-clause
7(b)(i)(a). The candidate receiving the highest
number of votes and the candidate receiving the second
highest number of votes will be elected as Individual
Member delegates for the year from and including the
annual general meeting.
(b) No less than fifty days before each NFA annual general
meeting, the Executive shall conduct a postal vote
among all currently financial Affiliate Members for
the election of two Individual Member delegates from
the persons nominated pursuant to sub-clause
7(b)(i)(b). The candidate receiving the highest
number of votes and the candidate receiving the second
highest number of votes will be elected as Affiliate
Member delegates for the year from and including the
annual general meeting.
(iv) (a) In the event of no nominations being received for the
positions of Individual Member delegates, the
Executive will, no less than 21 days before the annual
general meeting, appoint two such delegates from among
the currently financial Individual Members.
(b) In the event of no nominations being received for the
positions of Affiliate Member delegates, the Executive
will, no less than 21 days before the annual general
meeting, appoint two such delegates from among the
currently financial Affiliate Members.
(v) (a) In the event of only one nomination for Individual
Member delegates being received, the Executive will
declare the person so nominated an Individual Member
delegate and the Executive will, no less than 21 days
before the annual general meeting, appoint a second
such delegate from among the currently financial
Individual Members.
(b) In the event of only one nomination for Affiliate
Member delegates being received, the Executive will
declare the person so nominated an Individual Member
delegate and the Executive will, no less than 21 days
before the annual general meeting, appoint a second
such delegate from among the currently financial
Affiliate Members.
(c) Each delegate is entitled to one vote and may be
appointed or co-opted by the Executive for committee
work.
(d) If a delegate ceases to be either a member or an
accredited delegate of a Branch Member or, in the case
of an Individual Member delegate, ceases to be a
member of NFA, he shall cease to be a delegate to NFA.
(e) The office of a delegate may become vacant if he:
(i) becomes bankrupt or makes an arrangement with
his creditors under any law relating to
bankruptcy or insolvent debtors;
(ii) becomes a patient in a mental hospital or
institution;
(iii) resigns his office in writing;
(iv) ceases to be a permanent resident of Australia;
(v) fails to attend meetings of NFA without leave of
NFA, or in the case of a delegate who is a
member of the Executive, fails without leave
granted by the Executive to attend meetings of
the Executive.
(f) If a delegate brings discredit to NFA, NFA may
vote at a general meeting not to accept that
person's appointment as a delegate.
EXECUTIVE
8. (a) At the annual general meeting, NFA shall elect as an Executive
from the delegates referred to in clause 7 and from members
referred to in clause 8 (b) as follows:
(i) a president
(ii) a Vice president
(iii) an Immediate Past President
(iv) a Secretary
(v) a Treasurer
(vi) a Publications Editor
(vii) subject to the following, a number of Executive Officers
(b) The members of the Executive shall be elected from the delegates
appointed on Clause 7 or, at the discretion of the annual
general meeting, from those members of other Branch Members as
may be decided by the AGM provided that at least one delegate
from each Branch Member, and one Individual Member delegate,
elected or appointed pursuant to clause 7(b), shall be elected
to the Executive and provided always that if, pursuant to clause
5(b)(i), NFA accepts a new Branch Member, the number of
Executive Officers elected to the Executive pursuant to clause
8(a)(vii) shall be increased by one Executive Officer for each
member so accepted by NFA, and further provided always that all
Branches and the Individual Members shall each have at least one
delegate within the Executive.
(c) The Executive of NFA shall control and manage the business and
affairs of NFA other than at general meetings.
(d) The Executive may, subject to these rules, exercise all such
powers and functions as may be exercised by NFA, other than
those powers and functions that are required by these rules to
be exercised by general meetings of NFA.
(e) Subject to the Associations Incorporation Ordinance 1953 and
these rules, the executive has power to perform all such acts
and things as appear to it to be essential for the proper
management of the business and affairs of NFA.
(f) Subject to this Constitution, the duties of the officers of the
executive shall include:
(i) the President shall be the chief executive officer and
shall act a chairman at general and executive meetings.
(ii) the Vice-President shall exercise the powers of the
President in his absence;
(iii) the Secretary shall supervise the overall administration
and management of NFA including recording minutes of
meetings and preparing agendas, notices and
correspondence. He shall present the Annual Report in
conjunction with the President and such other officers as
the President may direct;
(iv) the Treasurer shall be responsible for the sound financial
management of NFA and shall prepare and present the annual
balance sheet and ensure that the Auditor is fully
satisfied.
VACANCIES
9. (a) A Vacancy on NFA shall be filled by a delegate appointed by the
Branch Member which appointed the delegate whose position has
become vacant or in the case of an Individual Member vacancy,
the Executive shall appoint an interim delegate.
(b) a delegate so appointed to the Executive shall hold office only
until the next annual general meeting.
PUBLIC OFFICER
10. (a) The Public Officer shall be a resident in the Australian Capital
Territory and need not be a delegate to NFA although he may be
so and may hold any other office in NFA.
(b) The Executive shall appoint a Public Officer within fourteen
days of the date of incorporation of NFA, or within fourteen
days of the date of the position of Public Officer becoming
vacant.
(c) Within fourteen days after his appointment, the Public Officer
shall give written notice of his full name and address to the
Commission.
(d) Within fourteen days after changing his address, the Public
Officer shall give written notice of that change to the
Commission.
(e) Within one month after an alteration of:
(i) the objects or powers of NFA
(ii) the Constitution of NFA, or
(iii) any trusts relating to NFA
the Public Officer shall file with the Commission:
(i) notice of the change
(ii) a copy of any minutes or instrument evidencing the change;
(iii) a statutory declaration by the Public Officer that the
copy is a true copy; and
(iv) if the objects are changed, a statutory declaration stating
the change is allowed by and made in accordance with this
Constitution.
MEETINGS
11. (a) NFA shall meet at least once every twelve months and on any
other occasions that the Executive decides. The members of NFA
and delegates shall be given at least thirty days' notice of any
meeting.
(b) NFA upon receipt of a requisition in writing expressing the
objects of a proposed meeting and signed by a majority of Branch
Members or ten percent of Individual Members shall call a
general meeting to be held within thirty days of the receipt of
the requisition. The NFA shall forward written notice of the
meeting and its agenda to all members within seven days.
Failing the convening of such a meeting by the Executive,
any signatory to the requisition may convene the meeting.
(c) The Executive shall meet as necessary at the call of the
President or on any other occasions the executive decides. The
members of the Executive shall be given at least seven days'
notice of any meeting.
(d) The venue and date for the annual general meeting shall be
decided by the Executive.
(e) The Annual General Meeting of NFA shall be in March, or as near
as practicable, each year and the order of business at that
meeting shall be:
(i) to confirm the minutes of the last Annual General Meeting
and any general meeting held since then;
(ii) to receive from the Auditor, Executive and servants of NFA
reports on the business and financial transactions of NFA
during the preceding year;
(iii) to consider any submissions by members fro financial
grants or other assistance from the Commonwealth or any
other organisation;
(iv) to elect the Executive;
(v) to appoint the Auditor and determine his remuneration;
(vi) to determine the remuneration of servants of NFA, or
amounts due under any contracts fro services entered into
by NFA; and
(vii) to transact any other business on the agenda.
(viii) to transact any other business that has the support of
the majority of members.
PROCEEDIMGS AT MEETIMGS
12. (a) At a general meeting, a quorum shall consist of a simple
majority of the delegates of NFA and at an Executive meeting a
quorum shall consist of a simple majority of Executive members.
(b) Any Branch Member may nominate in writing to NFA proxy delegates
to attend in person any specified meeting of NFA. Such proxy
delegates shall have the right to vote in place of the delegates
for whom they are substituting and their proxies shall be
presented to the chairman of that meeting and shall be used when
deciding whether there is a quorum present.
(c) At a general meeting, a vote shall be decided by a simple
majority of delegates and at an Executive meeting a vote shall
be decided by a simple majority of Executive members.
(d) In the event of equality of voting, the motion or matter or
matter which has been voted upon will be deemed to have been
resolved in the negative.
(e) At a meeting of NFA not conducted by means of electronic or
other communication, voting shall be by a show of hands but if a
ballot is called for it shall be taken forthwith.
(f) Notwithstanding anything to the contrary in this Constitution,
NFA may hold any meeting by means of electronic or other
communication provided that the chairman of a meeting so held
shall, within fourteen days of the meeting, confirm in writing
to the members participating at the meeting, the terms of any
resolutions passed at the meeting, the names of the delegates
and the results of all motions dealt with.
(g) At meetings conducted by electronic or other communication, the
Chairman shall decide the method of conducting and recording
ballots.
(h) The President or in his absence the Vice-President, shall
preside as chairman of any meeting provided that if neither is
present, the meeting shall elect a chairman.
CHANGE OF CONSTITUTION
13. Notwithstanding anything to the contrary contained in this
Constitution, the Executive shall cause members to receive at least
sixty days' written notice of motion to change the Constitution of
NFA and any vote on such a motion shall be taken only at a general
meeting of NFA and shall be successful if a majority of the
delegates present vote in favour of the change.
SEAL
14. (a) NFA shall have a Seal which shall contain in legible print the
name of NFA and the word 'Seal'.
(b) The Seal shall be affixed with the authority of the Executive
and shall be witnessed by the signatures of two members of the
Executive.
FINANCIAL
15. (a) NFA shall open accounts as necessary into which shall be
deposited all monies received by NFA in the name of NFA and the
signatories to those accounts shall be any two of three persons
authorised by the Executive and one of these three persons shall
be the Treasurer.
(b) The Treasurer shall faithfully keep, in a form and manner as NFA
may direct, all records, books of account and records of receipt
and expenditure connected with the operations and business of
NFA.
(c) The Treasurer shall ensure that all books relating to NFA's
financial and business affairs are kept in a form that is able
to be properly audited.
(d) The property and income of NFA shall be used only for the
purposes of furthering the objects of NFA.
(e) The Treasurer shall cause to be prepared a balance sheet setting
out the assets and liabilities of NFA as at 31 January each year
and shall file a copy of that balance sheet with the
Commissioner.
(f) No member shall have any claim on any property, real or
personal, of NFA other than those claims duly authorised by NFA.
AUDITOR
16. (a) NFA shall appoint an Auditor who is not a delegate to NFA, the
Public Officer or an employee or member of NFA.
(b) The Auditor shall report to NFA on the financial affairs of NFA
prior to the annual general meeting. In that report, the
Auditor shall state whether, in his opinion:
(i) he has obtained the information required by him;
(ii) the accounts are properly drawn up so as to exhibit a true
and fair view of the financial position of NFA according
to the information at his disposal and the explanations
given to him and shown by the books of account; and
(iii) the rules relating to the administration of the funds of
NFA have been observed.
(c) The Treasurer shall cause to be delivered to the Auditor, a list
of all the accounts, books and records of the financial affairs
of NFA and shall give the Auditor access to those accounts,
books and records and provide the Auditor with any explanation
he may require of the Treasurer as any other delegate, officer
of the Executive or employee shall also do if and when called
upon by the Auditor to provide any explanation.
(d) NFA shall invest monies held by it only in investments that are
authorised trustee investments within the meaning of the Trustee
Ordinance 1957.
PUBLICITY
17. All public statements on national issues made for or on behalf of
NFA shall be approved by the president of NFA.
SPECIAL OBSERVERS
18. (a) The Executive may invite any persons to attend a specified
meeting or meetings as observers in an advisory or consultative
capacity. Such persons will not have the right to vote.
(b) Any Branch Member or Affiliate Member may nominate in writing,
fourteen days in advance, up to five official observers who may
attend any meeting of NFA but such observers will not have the
right to vote nor access to expenses from NFA. Individual
Members may attend any meeting of NFA but will not have the
right to vote nor access to any expenses from NFA.
NOTICE OF ADDRESS
19. (a) A member shall inform NFA of its/his/her postal address,
telephone and telex numbers and Branch Members and Affiliate
will advise the names and addresses of its delegates upon their
appointment and shall keep NFA informed of any changes to these
particulars.
(b) A Branch Member shall inform NFA of the names and addresses of
the officers of its governing body and shall keep NFA informed
of any changes to these particulars.
(c) Any notice required to be given to e member or a delegate shall
be deemed to be given if sent by ordinary post to the last
notified address of that member or delegate.
(d) NFA shall fix and keep a postal address and any notice or
written communication may be given to NFA at that address.
DISCLOSURE OF INTEREST
20. (a) Any delegate who has an interest in any contract or financial
arrangement made or proposed to be made with NFA shall disclose
his interest forthwith to NFA after it has come to his notice
that the contract or arrangement is being or has been
considered.
(b) If a delegate becomes interested in a contract or financial
arrangement after it is made or entered into by NFA, he shall
disclose his interest forthwith to NFA immediately after he
becomes so interested.
(c) A delegate shall not vote in respect of a motion at any meeting
concerning a contract or financial arrangement in which he is
interested.
WINDING UP
21. (a) NFA shall be dissolved if:
(i) the Branch Membership is reduced to fewer than three
members and individual Membership is reduced to fewer than
ten individuals, or
(ii) a resolution to that effect is passed by a seventy-five
per cent majority of delegates present at a general
meeting called for that purpose. Notice of motion to that
intent shall be given to members sixty days prior to that
meeting.
(b) Any property or funds held by NFA may only be paid upon a
resolution to that effect to an organisation with similar aims
and objects to that of NFA, or of there be no such organisation,
to a charity.
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