ALBANY MODEL RAILWAY ASSOCIATION INC. 

 

CONSTITUTION

 

 

CONTENTS 

 

                     CLAUSE                                                                       Page

 

1                                      NAME                                                                            2

 

2                                      OBJECTS                                                                    2

 

3                                      MEMBERSHIP                                                            2

 

4                                      SUBSCRIPTIONS                                                      3

 

5                                      OFFICERS AND MANAGING COMMITTEE          4

 

6                                      QUORUM                                                                     4

 

7                                      MEETINGS                                                                   4

 

8                                      FINANCE                                                                      5

 

9                                      RULES & BY-LAWS                                                  5

 

10                                 AUDITOR                                                                     6

 

11                                 DISSOLUTION                                                            6

 

12                                 COMMON SEAL                                                         6

 

CONSTITUTION 

1.      NAME 

The Club shall all be known as the "Albany Model Railway Association Inc.". 

 

2.      OBJECTS 

The objects of the Association are: 

a)     On behalf of the people of Albany to act as custodians of the bequest of the late Robert William Sarson Goodman and to develop, operate and maintain a continuing Albany community tourist development a model railway system incorporating the material of his bequest.  Also to ensure that the material of his bequest is maintained complete and is displayed for the promotion of tourism in the Albany area. 

b)     To promote interest, within the general, public in the construction, operation and display of model and miniature railways and other forms of modelling activity to ensure the continuity and ongoing development of tourist model railway displays and the development of tourism potential of the Albany area. 

c)      To collect, preserve and display related historical material in the context of an historical railway museum. 

d)     To encourage affiliation and close relationship with other organisations of similar interests. 

e)     To purchase take or lease any building or part thereof for the purpose of the Association and to sublet any building or part thereof so taken or leased upon such terms as they may think fit. 

f)        To erect maintain improve and alter any buildings for the purpose of the Association. 

g)     To purchase magazines periodicals and books for use of the members. 

h)      To borrow money for all or any of the purposes of the Association on mortgage debenture or otherwise. 

i)        To open and operate accounts at any bank, with any two of three officials appointed to sign. 

 

3.      MEMBERSHIP 

a)     The Association shall consist of Ordinary Members, Junior Members, Honorary Members and Temporary Members. 

b)     Membership will be considered solely on the merits of the applicants and on the widest non‑sectarian and non-political basis. 

c)      No members shall use the Association’s name to further his business interests or for personal advertisement without the approval of the Managing Committee. 

d)     Intending new members shall submit the completed approved nomination form to the Secretary with the necessary subscription fees for the approval of the Managing Committee. 

e)     The payment of the subscription fee shall entitle all members of the applicant's immediate family that reside with him/her to participate in the proceedings of the Association. 

f)        Members who render notable service to the Association over a long period of time may be elected at the discretion of the Managing Committee and with the approval of members as Honorary Life Members and shall be entitled to take part in management of the Association and have the right to vote in any matter. 

g)     Any person who is a financial member of any organisation of similar interests may be elected by the Managing Committee as a Temporary Member for a period not exceeding six months. 

h)      Any person under the age of 18 years and not a member of a family as defined in paragraph 3(e) above may be admitted to the Association as a Junior Member at a reduced subscription as hereinafter provided. Junior Members will not have any right to vote at any meeting of the Association. 

i)        Any persons membership may be terminated by the following events: 

I.                     Resignation 

II.                   False or inaccurate statements made in the member's application for membership of the Association, breach of any rule, regulation or by‑law of the Association or commit any act detrimental to the Association. 

III.                  The Managing Committee shall have the power to suspend or expel any member of the Association for any of the events in Item 3 i)  (II). 

IV.               Any member who is expelled, suspended or has their membership terminated shall have the right to appeal against their suspension or expulsion by presenting their case to a General Meeting and the decision of the General Meeting will be final.

 

4.      SUBSCRIPTIONS 

a)     The subscriptions which comprise membership fees shall be an amount fixed from time to time at the Annual General Meeting for any financial year. 

b)     Junior members will be admitted to the Association at a reduced subscription of one quarter of the annual membership fee. 

c)      Subscriptions shall be due and payable on the 1st day of July each year. 

d)     Any member being three months in arrears with his/her subscription shall be declared unfinancial and liable to have his/her membership cancelled, but may be reinstated by the Managing Committee upon satisfactory explanation and payment of all arrears due, but if still in arrears at the end of twelve months membership will be automatically cancelled. 

e)     Subscriptions may be paid on a quarterly pro rata basis where a member joins the Association part way through the financial year. 

 

5.      OFFICERS AND  MANAGING COMMITTEE 

a)     The Officers of the Association shall be the President, Vice President, Secretary and or Treasurer. Nominations for these positions shall be made in writing by any ordinary member and delivered to the Secretary prior to or at the Annual General Meeting. 

b)     The Association shall be managed by a Managing Committee which shall consist of the Officers of the Association and at least two ordinary members. 

c)      The Managing Committee shall manage the affairs of the Association in accordance with the Constitution and rules of the Association. 

d)     The Officers and Managing Committee will be elected at the Annual General Meeting for a period of one year from the first such meeting. 

e)     The Managing Committee will have the power to appoint any financial member to be temporary officer for any function considered necessary. 

f)        The Managing Committee will have power to fill casual vacancies in the Managing Committee until the next annual general meeting and to also appoint a subcommittee accountable to the Managing Committee for any express purpose. 

g)     The Managing Committee will meet from time to time as necessary for the smooth working of the Association. 

 

6.      QUORUM 

a)     A minimum of seven (7) financial members, including two (2) Officers, shall form a quorum for any Annual General Meeting. 

b)     A minimum of three (3) Managing Committee members including a minimum of one Officer shall form a quorum for any Managing Committee Meeting

 

7.      MEETINGS 

a)     An Annual General Meeting of the Association will be held in June of each year, at such place and time as the Managing Committee may determine. Not less than fourteen days notice shall be given of an Annual General Meeting. 

b)     A Special General Meeting may be convened by the Managing Committee, or if demanded by notice in writing to the Secretary signed by not less than 25% of the ordinary members, who in their application shall state the subject of the meeting. Such meeting shall be held after fourteen days notice has been given.

 

8.      FINANCE 

a)     All funds of the Association shall be deposited in the accounts of the Association at such bank or recognised financial institution as the Managing Committee may determine.  

b)     All accounts due by the Association shall be paid by cheque after having been passed for payment at a Managing Committee meeting. 

c)      The Secretary may spend Petty Cash to a limit authorised by the Managing Committee and shall keep a record of such expenditure in a Petty, Cash Book. 

d)     A statement showing the financial position of the Association shall be tabled at each Managing Committee Meeting by the Treasurer. 

e)     An audited statement of Income and Expenditure, Assets and Liabilities shall be submitted to the Annual General Meeting. The auditor's report shall be attached to such financial report. 

f)        The income property of the Association shall be applied solely towards the promotion of the objects of the Association.  No portion of the income or property shall be paid, transferred or distributed directly or indirectly to the members of the association provided that nothing shall prevent the payment in good faith of the remuneration to any officer or employee of the Association or to any person other than a member in return for services rendered to the Association.

 

9.      RULES & BY‑LAWS 

a)     The Managing Committee shall have the power to frame by‑laws. Such by‑laws shall be binding on the members until repealed or amended by the Managing Committee or by any Annual General Meeting or Special General Meeting called for that purpose. The Managing Committee shall have full power to alter, amend or rescind such by-laws as the occasion may require and such by‑laws shall be equally binding as, but shall not be opposed to, the Constitution. 

b)     The Managing Committee shall have the power to interpret matters provided for all the objectives of the Constitution subject to appeal to an Annual or Special General Meeting called for that purpose. 

c)      No alteration or additions shall be made to this Constitution except by a 75% majority of financial members present at the Annual General Meeting or Special General Meeting convened for that purpose of which the specified period of notice has been given.

10. AUDITOR 

a)     The Annual General Meeting shall elect or appoint an Auditor or Auditors. 

b)     The Auditor/s shall examine and audit all the books and accounts of the Albany Model Railway Association Inc. annually, and have the power to call for all books, papers, accounts, receipts etc. of The Albany Model Railway Association Inc. and report thereon to the Annual General Meeting or at any other time as requested by the Managing Committee. 

11. DISSOLUTION 

a)     If upon winding up or dissolution of the Association 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 but shall be given or transferred -

I.                     to another association incorporated under the Act; or 

II.                   for charitable purposes which incorporated association or purposes, as the case requires shall be determined by the resolution of the members when authorising and directing the Managing Committee under section 33(3) of the Act to prepare a distribution plan of the surplus property of the Association.

 b)     In default of any such resolution, such distribution shall be determined by a Judge of the District Court.

 c)      In the event of the winding up or dissolution of the Association, the Commissioner of Taxation shall be advised of the date of dissolution within 30 days of the dissolution.

 

12. COMMON SEAL

 The Association shall have a Common Seal which shall remain in the custody of the Secretary.  The Seal shall be affixed to such deeds and documents as required to be under Seal by authority of the Managing Committee and by and in the presence of any two of President, Vice President or Secretary of the Association.