Constitution
Sydney Community College Incorporated: Constitution
1. INTERPRETATION
1.1 In these rules, except in so far as the context or subject-matter otherwise indicates or requires:-
The public officer means the Principal of the College.
The Secretary means:
1.1.1 the person holding office under these rules as secretary of the association; or
1.1.2 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 annual general meeting;
The Act means the Association Incorporation Act, 1984;
The Regulation means the Associations Incorporation Act 1984 Regulation;
Community College means an organisation accredited as such by the Minister for Education or his/her agents. The Community College is hereinafter referred to as the Association.
1.2 In these rules –
1.2.1 a reference to a function includes a reference to a power, authority and duty; and
1.2.2 a reference to the exercise of a function includes, where the function is a duty, a reference to the performance of the duty.
1.3 The provisions of the Interpretation Act, 1897, apply to and in respect of these rules in the same manner as those provisions would so apply if these rules were an instrument made under the Act.
2. NAME
The name of the Association shall be the Sydney Community College Inc.
3. OBJECTS
3.1 To conduct the Community College Activities in areas including the Sydney City, South Sydney Inner West areas of Sydney.
3.2 To plan and conduct education programmes and provide other learning activities to meet the educational needs and interests of adults in the local community.
3.3 To work in co-operation with schools and where appropriate other organisations in developing educational programmes and making available facilities and resources for these programmes.
4. MEMBERSHIP
4.1 Membership shall be open to any person who pays the membership fee prescribed at each Annual General Meeting and who is accepted for membership by the Council.
4.2 Membership shall lapse after the expiration of one year from the date of payment of the prescribed membership fee unless the membership is renewed by the payment of a further annual membership fee.
4.3 The Council shall have the right to determine an individual’s eligibility for membership under clause
(4.1) and is not required to state a reason for rejecting any application for membership.
4.4 Members of the Council shall be deemed to be members of the Association.
5. REGISTER OF MEMBERS
5.1 The public officer of 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 became a member.
5.2 The register of members shall be kept at the principal place of administration of the Association and shall be open for inspection, free of charge, by any member of the Association at any reasonable hour.
6. FEES, SUBSCRIPTIONS, ETC
A member of the Association shall pay to the Association an annual fee of $2 or, where some other amount is determined by the membership, of that other amount. Nominated members of the Council shall not be required to pay a membership fee.
7. MEMBERS’ LIABILITIES
7.1 The liability of a member of the Association to contribute towards the payment of the debts and liabilities of the association or the costs, 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 6.
8. DISCIPLINING OF MEMBERS
8.1 Where the Council is of the opinion that a member of the Association:-
8.1.1 has persistently refused or neglected to comply with a provision or provisions of these rules;
or
8.1.2 has persistently and wilfully acted in a manner prejudicial to the interests of the Association, the Council may, by resolution –
8.1.3 expel the member of the Association;
or
8.1.4 suspend the member from the membership of the Association for a specified period.
8.2 A resolution of the Council under clause (1) is of no effect unless the Council, 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.
8.3 Where the Council passes a resolution under clause (1), the secretary shall, as soon as practicable, cause a notice in writing to be served on the member –
8.3.1 setting out the resolution of the Council and the grounds on which it is based;
8.3.2 stating that the member may address the Council at a meeting to be held not earlier than 14 days and not later than 28 days after a service of the notice;
8.3.3 stating the date, place and time of that meeting; and
8.3.4 informing the member that the member may do either or both of the following;
8.3.5 attend and speak at that meeting;
8.3.6 submit to the Council at or prior to the date of that meeting written representations relating to the resolution.
8.4 At a meeting of the Council held as referred to in clause (3), the Council shall –
8.4.1 give to the member an opportunity to make oral representations;
8.4.2 give due consideration to any written representations submitted to the Council by the member at or prior to the meeting; and
8.4.3 by resolution determine whether to confirm or to revoke the resolution.
8.5 Where the Council confirms a resolution under clause (4), the secretary shall, within 7 days after that confirmation, by notice in writing inform the member of the fact and of the member’s right of appel under rule 9.
8.6 A resolution confirmed by the Council under clause (4) does not take effect –
8.6.1 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
8.6.2 where within that period the member exercises the right of appeal, unless and until the Association confirms the resolution pursuant to rule 9 (4).
9. RIGHT OF APPEAL OF DISCIPLINED MEMBERS
9.1 A member may appeal to the Association general meeting against a resolution of the Council which is confirmed under rule 8 (4); within seven days after notice of the resolution is served on the member, by lodging with the secretary a notice to that effect.
9.2 Upon receipt of a notice from a member under clause (1), the secretary shall notify the Council 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.
9.3 As a general meeting of the Association convened under clause (2) –
9.3.1 no business other than the question of the appeal shall be transacted;
9.3.2 the Council and the member shall be given the opportunity to state their respective cases orally or in writing, ord both; and
9.3.3 the members present shall vote by secret ballot on the question of whether the resolution should be confirmed or revoked.
9.4 If at the general meeting the Association passes a special resolution in favour of the confirmation of the resolution, the resolution is confirmed.
10. MANAGEMENT
The management of the Association shall be vested in the College Council.
11. MEMBERSHIP OF THE COLLEGE COUNCIL
The composition of the college council shall be:
11.1 Nominated Membership
1 person nominated by the Regional Director of Education for the Region in which the main school used by the college is located.
1 person nominated by the local member of State Parliament for the area in which the Association’s Major Centre is located.
1 person nominated by the local member of State Parliament for the area in which the Association’s Major Centre is located.
Nominated members will continue to be members of the College Council until their nomination is withdrawn by the person or school responsible for the nomination.
11.2 Elected Membership
5 members, not being employees of the Association, elected by and from the membership.
1 teacher elected by and from the teaching staff of the College.
4 community representatives who shall not be employees of the Association and who are elected by the other members of the Council. Such persons need not be members of the Association at the time of the election.
Elected members of the council shall hold office, subject to these rules until the conclusion of the Annual General Meeting next following the date of appointment.
11.3 Ex Officio Membership
The Principal of the Association.
11.3.1 In the event of a casual vacancy occurring in the elected membership of the Council, the council may appoint a member of the Association or other appropriate person to fill the vacancy and the member/person so appointed shall hold office, subject to these rules, until the conclusion of the annual general meeting next following the date of the appointment.
12. CASUAL VACANCIES
For the purposes of these rules, a casual vacancy in the office of the member of the Council occurs if the member –
12.1 dies;
12.2 ceases to be a member of the Association;
12.3 becomes an insolvent under administration within the meaning of the Companies (Now South Wales) code;
12.4 resigns office by notice in writing given to the secretary;
12.5 is removed from office under rule 13;
12.6 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
12.7 is absent without the consent of the Council from all meetings of the Council held during a period of 6 months.
13. REMOVAL OF MEMBERS
The Association in general meeting may by resolution remove any elected member including a teacher or community representative of the Council from the office of member of the Council 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.
14. RESPONSIBILITIES OF THE COLLEGE COUNCIL
The Council shall be responsible for the general operation of the Association and in particular:
14.1 the educational policy of the Association;
14.2 the planning and conduct of adult education programmes;
14.3 the employment of staff;
14.4 the financial management of the Association
15. OFFICE BEARERS
From amongst its members, the Council shall elect the President, Deputy President, Secretary and Treasurer.
Election of office bearers shall take place at the first meeting of the Council after each Annual General Meeting
No member of the Council who is an employee of the Association shall hold the position of President or Deputy President.
16. STAFF
16.1 The Council shall appoint the Association’s Principal under guidelines provided by the NSW Board of Adult Education. The Principal shall be the Public officer or, administrative officer of, and educational adviser to the Association and will generally be responsible to the Council for the educational and business management of the Association. The Principal shall appoint teachers (who will be employees of the College) and other staff within the budget and other guidelines as prescribed by the Council.
17. ANNUAL GENERAL MEETING
17.1 The Annual General Meeting of the Association shall be held in May of each year. Members of the Association and members of the College Council are eligible to attend and vote. The date, time and location shall be set by the Council.
17.2 In the event of the Annual General Meeting not being held by 31st May in any year due to the lack of a quorum or for any other reason, the President shall fix a date for the meeting. Such a date shall be within 28 days of the date laid down in this Constitution for the Annual General Meeting.
17.3 Business of the Annual General Meeting shall include: –
17.3.1 Receive the Annual Report of the Council;
17.3.2 Receive the Financial Report and the Auditor’s report;
17.3.3 Appoint an auditor for the current year;
17.3.4 Elect the membership representatives of the Council;
17.3.5 Set the membership fees;
17.3.6 Consider any other matters of general business of which notice has been given at least 28 days before the meeting by any member.
18. SPECIAL MEETINGS
18.1 The Council may convene a special general meeting on its own initiative.
18.2 The Council must convene a special meeting on receipt of a request to do so signed by at least 20 members of the Association stating the purpose of the meeting. Such a meeting must be convened within 35 days of such a request being received by the Principal or President.
19. FINANCES
19.1 The financial year of the Association shall conclude on 31st December of each year.
19.2 All monies received by the Association shall be deposited as soon as practicable and without deduction in a bank account or other investment account authorised by the Council in the terms of Section 14 (2) of the Trustee Act 1925 and Supreme Court Rules Part 70 Rule 1
19.3 All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by any two members of the Council or employees of Association, being members or employees authorised to do so by the Council.
19.4 The funds of the Association shall be derived from membership fees,, course fees, donations, grants from the NSW Board of Adult Education and such other sources as the Council may determine.
19.5 Fees for courses and other educational activities and arrangements for fee concessions, shall be decided by the Council, in accordance with policies advised by the Board of Adult Education from time to time.
19.6 The income and property of the Association whencesoever derived shall be applied solely towards the promotion of the objects of the Association as set forth in the Constitution and no portion thereof shall be paid or transferred directly or indirectly by way of profit to the members of the Association provided that nothing herein contained shall prevent the payment in good faith of remuneration to any officer or servant of the Association or other person in return for any services rendered to the Association.
19.7 The Auditor appointed by the Association shall be an auditor registered with the Public Accountants Registration Board.
20. NOTICE OF GENERAL MEETINGS
20.1 Written notice of the date, time and location of general meetings shall be given to all members of the Association at least 21 days before the meeting.
20.2 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 the general meeting, cause notice to be sent 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.
20.3 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 17 (3).
20.4 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.
21. PROCEDURE
21.1 No item of business shall be transacted at a general meeting unless a quorum of members entitled under these rules to vote is present during the time the meeting is considering that item.
21.2 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 before the day to which the meeting is adjourned) at the same place.
21.3 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 5) shall constitute a quorum.
22. PRESIDING MEMBER
22.1 The President or, in the President’s absence, the Vice-president, shall preside as Chairperson at each general meeting of the Association.
22.2 If the President and the Vice-president 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.
23. ADJOURNMENT
23.1 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.
23.2 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.
23.3 Except as provided in clauses (1) and (2), notice of an adjournment of a general meeting or of the business to be transacted at an adjourned meeting is not required to be given.
24. MAKING OF DECISIONS
24.1 A question arising at a general meeting of the Association shall be determined on the voices or a show of hands and, unless before or on the declaration by the Chairperson that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, or entry to that effect in the minute book of the Association, is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution.
24.1.1 At a general meeting of the Association, a poll may be demanded by the Chairperson or by not less than 3 members present in person at the meeting.
24.2 Where a poll is demanded at a general meeting, the poll shall be taken –
24.2.1 immediately in the case of a poll which related to election of the Chairperson of the meeting or to the question of a adjournment; or
24.2.2 in any other case, in such manner and at such time before the close of the meeting as the Chairperson directs, and the resolution of the poll on the matter shall be deemed to be the resolution of the meeting on that matter.
25. ELECTIONS
25.1 Nominations for the five members on the Council who are elected by and from the membership shall be taken at the Annual General Meeting.
25.2 The Principal shall act as Returning Officer for the election in which the teachers elect their representative to the Council. The election shall be conducted during the period of 28 days prior to the date set for the Annual General Meeting.
25.3 The election of the members and of the teacher shall be conducted under the first-past-the-post system.
26. QUORUM
26.1 At meetings of members of the Association a quorum shall consist of fifteen persons.
26.2 At meetings of the Council a quorum shall consist of seven persons.
27. VOTING AND DECISIONS
27.1 Questions arising at a meeting of the Council or of any committee appointed by the Council shall be determined by a majority of the votes of members of the Council or committee present at the meeting.
27.2 Each member present at a meeting of the Council or of any committee appointed by the Council (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.
27.3 Voting at Council meetings and at general meetings of the College shall be by the casting of a personal vote only, excepting the second or casting vote as specified in (2). There shall be no voting by proxy.
28. MEETINGS OF THE COUNCIL
28.1 Meetings of the Council shall be held at least three times per year at a time and place determined by the council. Written or telephone notice of meeting date and place shall be given at least one week prior to each meeting.
A person present at a Council meeting when the details of a meeting are determined shall be deemed to have received notice.
28.2 Special meetings of the Council may be convened by the President. Notice of such special meetings shall be as for regular meetings.
29. MINUTES OF MEETINGS
29.1 The minutes of the proceedings of all General Meetings and all Council meetings shall be recorded in minute books kept for that purpose and shall be confirmed as a correct record at the next meeting.
30. SPECIAL RESOLUTIONS
A resolution of the Association is a special resolution if –
30.1.1 it is passed by a majority which comprises not less than three-quarters of such members of the Association as, being entitled under these rules so to do, vote in person at a general meeting of which not less than 21 days’ written notice specifying the intention to propose the resolution as a special resolution was given in accordance with these rules; or
30.1.2 where it is made to appear to the Commission that it is not possible or practicable for the resolution to be passed in the manner specified in paragraph 30.1.1.
30.1.3 the resolution is passed in a manner specifies by the Commission. (Dept of Consumer Affairs)
31. AMENDMENT TO THE CONSTITUTION
31.1 Amendment to this Constitution may be made by special resolution at any General Meeting. A motion to alter the Constitution may be carried or lost, but not amended.
31.2 Any amendment to the adopted Constitution will require the prior written authorisation of the NSW Board of Adult education. Such authorisation will relate to its acceptability and will not represent an expression of opinion for or against the amendment.
32. COMMON SEAL
32.1 The common seal of the Association shall be kept in the custody of the Public Officer.
32.2 The common seal shall not be affixed to any instrument except by the authority of the Council and affixing of the common seal shall be attested by the signatures either of two members of the Council or of one member of the Council and of the Principal, that is, the Public Officer of the Association.
33. CUSTODY OF BOOKS
Except as otherwise provided by these rules, the Public Officer shall keep in his or her custody or under his or her control all records, books and other documents relating to the Association.
34. INSPECTION OF BOOKS ETC
The records, books and other documents of the Association shall be open to inspection, free of charge, by a member of the Association at any reasonable hour.
35. ASSISTANCE IN ADMINISTRATION
35.1 In the event of the Association failing to hold an Annual General Meeting, or the Council ceasing to function in the manner prescribed in this Constitution, the Board of Adult Education may take any or all of the following actions:
35.1.1 arrange for an interim administration of the Association including the appointment of signatories to the financial accounts;
35.1.2 call meetings or take any other action to place the affairs of the Association on an operative basis;
35.1.3 declare the Association to be defunct and arrange for its winding-up in accordance with rule 36.
36. DISSOLUTION AND WINDING UP
The Association may be dissolved by a special resolution of a General Meeting. Upon such special resolution being so carried, the meeting shall provide for the assets of the organisation to be vested in the Evening Colleges Association of New South Wales.
