National Constitution Australian Songwriters Association Inc
Adopted unanimously at the ASA Annual General Meeting 23rd July 2005.
- Name of Association
- Objects of Association
- Powers of Association
- Eligibility for membership of Association
- Register of members of Association
- Membership fees and sources of income
- Resignation of members of Association
- Expulsion of members of Association
- Board of Directors
- Regional structure
- Election of Board members
- Chief Executive Officer
- Financial Officer
- Casual vacancies in membership of Board
- Proceedings of Board
- General meetings
- Quorum in proceedings at general/special meetings
- Minutes of meetings of Association
- Voting rights of members of Association
- Proxies of members of Association
- Rules of Association
- Logo of Association
- Inspection of records, etc. of Association
- Dispute resolution
- Distribution of surplus property on winding up of Association
1. Name of Association
1.1 The name of the Association is “Australian Songwriters Association Inc”, hereafter referred to as “the Association”.
2. Objects of Association
2.1 The objects of the Association are —
2.1.1 To encourage developing Australian songwriters and celebrate the art of songwriting;
2.1.2 To provide information and assistance to members;
2.1.3 To create performance and recognition opportunities for members;
2.1.4 To provide opportunities for the professional development of members;
2.1.5 To enable members to meet and/or exchange ideas and information
2.1.6 To facilitate member transition into the established music industry;
2.1.7 To facilitate delivery of member services at a national and regional level.
2.2 The property and income of the Association shall be applied solely towards the promotion of the objects of the Association. No part of that property or income may be paid or otherwise distributed, directly or indirectly, to members, except in good faith in the promotion of those objects, or as bona fide compensation for services rendered or expenses incurred on behalf of the Association.
In these rules, unless the contrary intention appears Â
“the Act” means the Associations Incorporation Act 1981 (Victoria), a reference in that Act to
“the Committee” being construed as a reference to the Board.
“the Association” means the Association referred to in rule 1.1
“the Board” means the Board of Directors as defined in rule 10.
“the CEO” means the Chief Executive Officer referred to in rule 14.
“the Chairman” means — in relation to the proceedings at a Board meeting or general meeting, the person presiding at the Board meeting or general meeting in accordance with rule 13.
the person referred to in rule 10.7.1 or, if that person is unable to perform his or her functions, the Vice Chairman;
“the Deputy-Chairman” means the Vice-Chairman referred to in rule 10.7.2
“employee” means any person having an employment contract with the Association
“the Financial Officer” means the Financial Officer referred to in rule 15.|
“financial year” has the meaning given by section 3(1) of the Act, a reference in that section to — “an incorporated association” or “the association” being construed as a reference to the Association
“general meeting” means meeting convened under rule 18.
“member” means member of the Association
“National Office” means the registered office of the Association
“ordinary resolution” means resolution other than a special resolution
“special resolution” has the meaning given by section 29 of the Act
“Region” means any State, Territory or other specified geographic region within Australia
“Regional Coordinator” means the appointed regional representative of the Association as defined in rule 11.1
“Regional Sub-Committee” means a sub-committee of the Association as defined in rule 11.4
“special resolution” has the meaning given by section 29 of the Act
“Sub-Committee” means a sub-committee of the Board as defined in rule 10.10
4. Powers of Association
4.1 The powers conferred on the Association by section 16 of the Act are subject to the following addition:
4.1.1 The Association may join, cooperate or liaise with any person, club, association, body or society, in any act, matter or thing, which may be conducive to the attainment or performance of the Objects of the Association.
5. Eligibility for membership of Association
5.1 Membership of the Association is open to—
5.1.1 Individuals who are supportive of the objects of the Association and willing to abide by the constitutional rules, code of conduct and any by-laws of the Association, and who are Australian citizens or permanent Australian residents.
5.1.2 Adult membership is open to persons aged 18 years and over as at the joining date.
Junior membership is open to persons aged 17 years and under as at the joining date.Senior membership is open to persons aged 65 years and over as at the joining date.
5.2 A person wishing to become a member shall apply for membership to the registered office of the Association in writing—
5.2.1 signed by that person;
5.2.2 in such form as the Board from time to time directs.
5.3 The Board may by majority vote decide to refuse or rescind an application for membership. If membership is refused or rescinded, the reasons must be communicated to the applicant in writing.
5.4 Life Membership of the Association may be awarded at the discretion of the Board to members who have given outstanding and distinguished service to the Association and to songwriters in Australia.
6. Register of members of Association
6.1 The CEO shall keep and maintain the register of members on behalf of the Association in accordance with rule 14.6.1 and the requirements of the Act. That register shall be kept and maintained at the registered office of the Association, and a backup copy maintained at the residence of one member of the Board.
6.2 The CEO shall cause the name of a person who dies or who ceases to be a member under rule 8.1 or rule 9. to be deleted from the register of members referred to in rule 6.1
7. Membership fees and sources of income
7.1 The Board shall from time to time determine the amount of the annual membership fee to be paid by each member.
7.2 Each member shall pay to the registered office of the Association annually, the amount of the membership fee determined under rule 7.1. The 12-month membership period shall start from the month of joining the Association and shall be renewable on the anniversary of this date each year, hereafter called the “renewal date”.
7.3 At the discretion of the Board, free or discount memberships may be given as prizes, or offered to persons in lieu of services, sponsorship, or other significant contribution to the Association.
7.4 A person who is in receipt of a free or discount membership cannot at the same time:
7.4.1 serve on the Board of Directors
7.4.2 serve as a Regional Coordinator
7.4.3 be a signatory to any Association bank account.
7.5 The Association’s main sources of income shall include, but not be limited to:
7.5.1 membership fees
7.5.2 song contest entry fees
7.5.3 song evaluation fees
7.5.4 event entry fees
7.5.5 product sales based on recordings of Association events
7.5.8 Association merchandise
7.5.9 Work For the Dole placement supervision fees
8. Resignation of members of Association
8.1 A member who delivers notice in writing of his or her resignation from the Association to the Association registered office ceases on that delivery to be a member.
8.2 A person who ceases to be a member under rule 8.1 remains liable to pay to the Association the amount of any subscription due and payable by that person to the Association but unpaid at the date of that cessation.
9.Expulsion of members of Association
9.1 If the Board considers that a member should be expelled from membership of the Association because of his or her conduct being detrimental to the interests of the Association, the Board shall communicate in writing to the member —
9.1.1 notice of the proposed expulsion and of the time, date and place of the meeting at which the question of that expulsion will be decided; and
9.1.2 particulars of that conduct, not less than 30 days before the date of the Board meeting referred to in rule 9.1.1.
9.2 At the meeting referred to by a notice under rule 9.1, the Board may – having given the member concerned a reasonable opportunity to be heard by or to make representations in writing to the Board – decide whether or not to expel that member from membership of the Association and shall communicate that decision in writing to that member within 7 working days.
9.3 Subject to rule 9.5, a member who is expelled from membership of the Association ceases to be a member 14 days after the day on which the decision so to expel him or her is communicated to him in writing under rule 9.2.
9.4 A member who is expelled under rule 9.2 from membership of the Association shall, if he or she wishes to appeal against that expulsion, give notice to the CEO of his or her intention to do so within the period of 14 days referred to in rule 9.3.
9.5 When notice is given under rule 9.4 –
9.5.1 the Association in a general meeting may, after having afforded the member who gave that notice a reasonable opportunity to be heard by, or to make representations in writing to, the Association in the general meeting, confirm or set aside the decision of the Board to expel that member; and
9.5.2 the member who gave that notice does not cease to be a member unless and until the decision of the Board to expel him or her is confirmed under this rule.
10.Board of Directors
10.1 The affairs of the Association shall be managed by a Board of Directors.
10.2 The Board of Directors shall be elected by the Association membership in accordance with rule 12.
10.3 The Board shall comprise seven people.
10.4 A person must be a paid-up member in their own right (independent of rule 7.3) to be eligible to nominate for or be appointed to a position on the Board.
10.5 Each Director shall serve a three-year term. A Director who has served out their term in office may re-nominate once a position becomes vacant.
10.6 A maximum of three Directors from any one Australian state or territory may serve on the Board concurrently, unless a Board vacancy remains unfilled for more than 2 months, after which the Board may elect to appoint more than three Directors from the one state.
10.7 The Board meets following each annual general meeting to determine the roles to be assigned, including:
10.7.3 Other portfolios as may be required.
10.7.3.1 In the event that the CEO position becomes vacant, the Board must appoint a Director to the portfolio of Secretary
10.7.3.2 In the event that the Financial Officer position becomes vacant, the Board must appoint a Director to the portfolio of Treasurer.
10.8 The Board may elect to pay one or more Directors a stipend, honorarium or fee for services, provided that the details are declared to the Association membership and ratified by a majority of the Board.
10.9 Directors must declare to the Board any financial benefit gained in the course of their work for the Association and any benefits, pecuniary or otherwise must be ratified by the Board and must be declared to the members. (any vote must exclude the Director who is receiving the benefit).
10.10 The Board may at any time appoint Sub-Committees, each of which should consist of at least one Board member and may include the Chief Executive Officer. Additional members of the sub-committee may be co-opted from the Association membership and from non-members (the wider community). Only paid-up Association members have voting rights on sub-committees.
10.11 The membership of Sub-Committees as defined in rule 10.10 must be ratified by the Board. Sub-committees are responsible to the Board via the CEO. Proceedings of Sub-Committees must be submitted to the Board via the CEO.
10.12 The Board may recruit and employ executive staff to undertake particular Association duties, including:
10.12.1 Chief Executive Officer (rule 14.)
10.12.2 Financial Officer (rule 15.), and
10.12.3 Other staff at the discretion of the Board
10.13 The Board may invite people to attend Board meetings in an advisory (non-voting) capacity.
10.14 The transitional provisions are as follows:
10.14.1 With the passing of this Constitution by special resolution, the current sitting National Committee will become the inaugural Board of Directors. At the subsequent Board meeting:
two Directors will agree to serve a 3 year term,
three Directors will agree to serve a 2 year term, and
two Directors will agree to serve a 1 year term.
10.14.2 At each subsequent Annual General Meeting, two or three positions will become vacant, and will be open for re-election for a 3 year term in accordance with rule 12.
10.14.3 At the Annual General Meeting following the introduction of the Board of Directors, the transitional provisions outlined in 10.14 will be deleted from the National Constitution.
11. Regional structure
11.1 Regional Coordinators may be appointed to coordinate the Association’s affairs in any region. The creation and naming of regions is subject to approval by the Board.
11.2 To be eligible to serve as a Regional Coordinator, a person:
11.2.1 must be a paid-up Association member in their own right (independent of rule 7.3) and,
11.2.2 may not concurrently serve on the Board
11.3 Regional Coordinator appointments are subject to approval by the Board
11.4 Regional Coordinators are responsible via the CEO to the Board.
11.5 Regional Coordinators may co-opt a Regional Sub-Committee.to assist with local region matters as follows:
11.5.1 The Regional Sub-Committee is responsible to the Regional Coordinator
11.5.2 Non-members may serve on Regional Sub-Committees, however only paid-up members have voting rights.
11.5.3 The proceedings and membership of Regional Sub-Committees must be declared to the CEO and ratified by the Board
11.6 Regions may not levy membership fees, however a percentage of national memberships revenue may, at the discretion of the Board, be redistributed to Regional Coordinators for State-based activities and member services.
11.7 Regional funding submissions and fundraising activities must be ratified by the Board.
11.8 Some regional expenses may be reimbursed by the Association, provided that the Financial Officer in conjunction with the Board has approved each expense, and receipts for each expense have been provided to the Financial Officer prior to reimbursement.
11.9 The Board may elect to provide states with additional monies to assist with reasonable administration expenses or to run events as required.
11.10 Regional Coordinators may be paid a stipend, honorarium or fee for services, subject to the approval of the Board. Any such payments must be declared to the Association membership.
11.11 Regional Co-ordinators must declare to the members any financial benefit gained in the course of their work for the Association, and any benefits, pecuniary or otherwise must be ratified by the Board.
11.12 The CEO is responsible for coordinating the Association’s affairs in any region where no Regional Coordinator is appointed.
12. Election of Board members
12.1 At each Annual General Meeting, the 2 or 3 Board positions which have reached the end of their term will become vacant and open for election.
12.2 The CEO shall ensure that notice of Board vacancies and a call for nominations to fill them is given to all members at least 45 days prior to the annual general meeting at which the vacancies will be voted upon. Directors whose positions will become vacant may stand for re-election. Notice may be deemed to be given by publishing the information via the Association official website.
12.3 All new appointments will be for a period of three years from the date of the annual meeting at which the said appointment is made.
12.4 Subject to rule 12.5 a person is not eligible for election to membership of the Board unless a member has nominated him for election by delivering notice in writing of that nomination —
12.4.1 signed by the nominator; and
12.4.2 signed by the nominee to signify his or her willingness to stand for election, to the registered office not less than 28 days before the day on which the annual general meeting concerned is to be held.
12.5 Late nominations may be accepted at the discretion of the Board.
12.6 The CEO shall ensure that notice of all persons seeking election to membership of the Board and details of means of voting is given to all members at least 21 days prior to the annual general meeting at which that election is to be held. Notice may be deemed to be given by publishing the information via the Association official website.
12.7 If the number of persons nominated for election to membership of the Board is less than or equal to the number of Board vacancies to be filled —
12.7.1 the CEO shall report accordingly thereto; and
12.7.2 the Chairman shall declare those persons to be duly elected as members of the Board at the annual general meeting concerned.
12.8 If the number of persons nominated for election to membership of the Board exceeds the number of Board vacancies to be filled —
12.8.1 an election will be conducted at the annual general meeting to decide the matter, and
12.8.2 subject to rule 10.6 the nominees with the greatest number of votes will be duly elected.
12.9 When a casual vacancy within the meaning of rule 16. occurs in the membership of the Board —
12.9.1 the Board may appoint a member to fill that vacancy; and
12.9.2 a member so appointed shall hold office until the Board member position they are replacing has expired.
13.1 Subject to this rule, the Chairman shall preside at all general meetings and Board meetings.
13.2 In the event of the absence from a general meeting of —
13.2.1 the Chairman, the Vice-Chairman will chair that meeting; or
13.2.2 both the Chairman and the Vice-Chairman, another member of the Board will Chair that meeting as decided by consensus or majority vote of the Board members present.
13.3 The Chairman or delegate is responsible for providing professional supervision, advice and direction on behalf of the Board to:
13.3.1 the Chief Executive Officer, and
13.3.2 other employees of the Association if required.
14. Chief Executive Officer
The CEO shall —
14.1 Fulfil the role of `public officer’ as defined in section 25 of the Act. In the case of the CEO position being vacant, the Board shall assign responsibility for the duties of `public officer’ to a member of the Board.
14.2 Develop and implement programs and services as directed by the Board in a manner consistent with the Association aims, policies, procedures and code of conduct.
14.3 Manage the operations of the ASA registered office.
14.4 Supervise the work of: registered office employees, volunteers and Work For the Dole participants, and the work of Regional Coordinators.
14.5 Keep full and correct minutes of the proceedings the Board and of the Association;
14.6 Comply on behalf of the Association with the Act in respect of:
14.6.1 the register of members of the Association;
14.6.2 the rules of the Association; and
14.6.3 the record of the officeholders, and any trustees, of the Association;
14.7 Have custody of all books, documents, records and registers of the Association; and
14.8 Perform such other duties as are imposed by these rules on the `Chief Executive Officer’.
14.9 Report to the Board and receive professional supervision, advice and direction from the Board via the Chairman or delegate.
14.10 Participate in Board meetings in an ex-officio capacity, without forming part of any quorum.
15. Financial Officer
The Financial Officer shall in conjunction with the Chief Executive Officer —
15.1 be responsible for maintaining accounting records and preparing financial statements in accordance with sections 30(3) 30A and 30B of the Act In the case of the Financial Officer position being vacant, the Board shall assign responsibility for these duties to a member of the Board.
15.2 be responsible for the receipt of all monies paid to or received by, or by him/her on behalf of, the Association and shall issue receipts for those monies in the name of the Association;
15.3 pay all monies referred to in rule 15.1 into such account or accounts or the Association as the Board may from time to time direct;
15.4 make payments from the funds of the Association and in so doing ensure that all cheques are signed by two authorised signatories. A signatory to any Association bank account is required to be either;
15.4.1 a paid-up member in their own right (independent of rule 7.3), or,
15.4.2 an employee of the Association.;
15.5 comply on behalf of the Association with sections 25 and 26 of the Act in respect of the accounting records of the Association;
15.6 submit to the Board on a quarterly basis a report, balance sheet or financial statement,
15.7 have custody of all securities, books and documents of a financial nature and accounting records of the Association, including those referred to in rule 15.4 and rule 15.5;
15.8 perform such other duties as are imposed by these rules on the Financial Officer;
15.9 not act in any other office bearer position, other than that of Financial Officer and
15.10 not be involved in a personal or pecuniary relationship with any other member of the Board, without this relationship or interest being disclosed to the members.
15.11 be responsible for the appointment of an auditor and accountant for the Association and ensure the accounts of the Association are audited annual y and that the results of the audit are ratified at each annual meeting of the Association by the members.
15.12 provide advice and assistance to the Board, the Chief Executive Officer, other employees of the Association, and Regional Coordinators as required for the development of appropriate financial systems at all levels in the Association that promote financial accountability and best practice.
15.13 participate in Board meetings in an ex-officio capacity, without forming part of any quorum.
16. Casual vacancies in membership of Board
A casual vacancy occurs in the office of a Board member and that office becomes vacant if the Board member —
16.2 resigns by notice in writing delivered to the Chairman or, if the Board member is the Chairman, to the Vice-Chairman;
16.3 is convicted of an offence under the Act;
16.4 is permanently incapacitated by mental or physical il-health;
16.5 is absent from more than —
16.5.1 3 consecutive Board meetings without leave of absence being granted by the Board; or
16.5.2 3 Board meetings in the same financial year, of which he or she has received notice without tendering an apology to the person presiding at each of those Board meetings; or
16.6 ceases to be a member of the Association,
16.7 is acting in two positions on the Board and an expression of interest is received to fill one or more of those positions.
17. Proceedings of the Board
17.1 The Board shall meet together for the dispatch of business bi-monthly and the Chairman may at any time convene a meeting of the Board, after providing due notice to all Board members.
17.2 Each Board member has a deliberative vote.
17.3 A question arising at a Board meeting shall be decided by a majority of votes, but, if there is an equality of votes, the person presiding at the Board meeting shall have a casting vote in addition to his or her deliberative vote.
17.4 At a Board meeting four Board members constitute a quorum.
17.5 Subject to these rules the procedure and order of business to be followed at a Board meeting shall be determined in accordance with an agenda circulated to all Directors prior to the meeting.
17.6 A Board member having any direct or indirect pecuniary interest referred to in section 21 or 22 of the Act shall comply with that section.
18. General meetings
18.1 The Board —
18.1.1 may at any time convene a special general meeting;
18.1.2 shall convene annual general meetings within the time limits provided for the holding of annual general meetings by section 23 of the Act;
18.1.3 shall within 40 days of the registered office receiving a notice under rule 9.4 convene a special general meeting for the purpose of dealing with the appeal to which that notice relates.
18.1.4 shall convene a special general meeting within 40 days of receiving notice in writing from any group of at least 5 percent of the total members. Prior to scheduling the meeting, the Board may attempt to resolve any issues by direct negotiation with all parties, or by appointing an independent mediator. If mediation is not successful, the Board must proceed to call the special general meeting.
18.2 If a special general meeting is not convened within the relevant period of 40 days referred to —
18.2.1 in rule 18.1.4 the members who made the request concerned may themselves convene a special general meeting as if they were the Board; or
18.2.2 in rule 18.1.3, the member who gave the notice concerned may himself convene a special general meeting as if he or she were the Board.
18.3 When a special general meeting is convened under rule 18.2.1 or 18.2.2 —
18.3.1 the Board shall provide the member/s convening the special general meeting with a means of circulating notice of the meeting to all members.
18.3.2 the Association shall pay the reasonable expenses of circulating notice of the meeting to all members.
18.4 Subject to rule 18.7 the CEO shall give to all members not less than 14 days notice of a general meeting.
18.5 A notice given under rule 18.4 shall specify —
18.5.1 when and where the general meeting concerned is to be held; and
18.5.2 particulars of the business to be transacted at the general meeting concerned and the order in which that business is to be transacted.
18.6 In the case of an annual general meeting, the order in which business is to be transacted is —
18.6.1 first, the consideration of the accounts and reports of the Board;
18.6.2 second, the election of Board members to replace any outgoing Board members;
18.6.3 third, any other business requiring consideration by the Association in a general meeting.
18.7 The CEO shall give to all members not less than 21 days notice of a general meeting at which a special resolution is to be proposed and of any other motions to be moved at that general meeting.
18.8 The CEO may give a notice under rule 18.4 or rule 18.7 by:
18.8.1 serving it on a member personally; or
18.8.2 sending it by post to a member at the address of the member appearing in the register of members; or
18.8.3 sending it by email to a member at the email address of the member appearing in the register of members, or
18.8.4 publishing the information on the official Association website
18.9 Any proposed amendments to the National Constitution must be presented to the membership at the Annual G