Tea Gardens Slipway Association Incorporated
July 2019
Part 1 – Preliminary
1. Definitions
(1) In this constitution:
controller means the person who has been nominated in writing by the owner of the vessel to represent them in the management of the vessel, including its slipping.
customer means any member, non-member, vessel owner or any person authorised by the association to work at the slipway.
daily slipping fee means the applicable fee for members or the applicable fee for non-members that is payable for the daily use of the slipway.
Director-General means the Director-General of the Department of Services, Technology and Administration.
emergency means a situation as determined by the President or in his absence, the Vice President, when a vessel is in danger of sinking or causing environmental damage or in any other situation where the Association can render assistance in averting harm to the environment or property.
life member means a member who is a long standing member of the association and who has been awarded life membership as recognition of their contribution to the association.
member means a member of the Tea Gardens Slipway Association Incorporated.
non-member means any member of the public who has been approved to use Tea Gardens Slipway.
ordinary committee member means a member of the committee who is not an office-bearer of the association.
owner means the person who legally owns the nominated vessel.
secretary means:
(a) the person holding office under this constitution as secretary of the association, or
(b) if no such person holds that office – the public officer of the association.
slipping/launching fee means a single fee applicable to non-member’s for the slipping and launching operations of their vessel.
special general meeting means a general meeting of the association other than an annual general meeting.
the Act means the Associations Incorporation Act 2009.
the association means Tea Gardens Slipway Association Incorporated.
the Regulation means the Associations Incorporation Regulation 2010.
(2) In this constitution:
(a) a reference to a function includes a reference to a power, authority and duty, and
(b) a reference to the exercise of a function includes, if the function is a duty, a reference to the performance of the duty.
(3) The provisions of the Interpretation Act 1987 apply to and in respect of this constitution in the same manner as those provisions would so apply if this constitution were an instrument made under the Act.
2. Association Objectives
The Tea Gardens Slipway Association Incorporated has established certain objectives for the benefit of the community, the association and its members. Those objectives are:
(a) To protect the environment with regard to all member activities and involvement.
(b) To protect the establishment and history of the community slipway facility.
(c) To provide a safe area for members and the community.
(d) To educate the community on the historical importance of the slipway and the role it played in the development of Tea Gardens and Hawks Nest.
(e) To support and nurture the maritime history of the Myall River.
(f) To provide cost effective facilities to the people of MidCoast Council, Great Lakes Region.
(g) To provide community based activities in the pursuit of healthy living.
(h) To provide emergency facilities for the benefit of the boating public.
(i) To develop and maintain the slipway to a commercial operational standard.
Part 2 – Membership
3. Membership generally
(1) A person may be eligible to be a member of the association if:
(a) the person is a natural person, and
(b) the person has applied and has been approved for membership of the association in accordance with clause 4, and
(c) the person is either the owner of the nominated vessel or does not own a vessel at the time of application, but has previously arranged with the association to utilise the slipway for a pre-purchase inspection in accordance with Clause 49, and/or
(d) the person is a resident and/or a ratepayer of MidCoast Council, Great Lakes Region and/or have their nominated vessel or vessels permanently moored within the boundaries of the Region, including the bays of North Arm Cove and the reach of the Karuah River between the Pacific Highway bridge and Correebah Island or
(e) the person was a member of the association prior to 24 October 1988.
(2) A person is eligible to remain a member of the association if:
(a) they become the controller of their originally owned nominated vessel, on behalf of an immediate family member, or
(b) they become a part owner of their originally owned nominated vessel, or
(c) they sell their nominated vessel and they notify the association that they wish to remain a member, but in doing so, they cannot become the controller of a non-member’s vessel for the purposes of utilising the slipway facilities.
(d) they are awarded life membership of the association.
(3) Authorised slip operators must be members of the association for the purpose of managing the association’s liabilities.
4. Application for membership
(1) An application of a person for membership of the association:
(a) must be made in writing on the form set out in the association’s website, and
(b) must be lodged with the secretary of the association, and
(c) must be lodged together with the joining fee and the annual subscription fee for the first year of membership.
(2) As soon as practicable after receiving the application for membership, the secretary must refer the application to the President or Vice President, who in conjunction with at least one other committee member, is to determine whether to approve or to reject the application. The application for membership is to be tabled at the next committee meeting for notice.
(3) If the President or Vice President does not approve the application, the application will be considered by the management committee for their determination.
(4) As soon as practicable after the President, Vice President or the management committee makes their determination, the secretary must:
(a) notify the applicant, in writing, that the committee approved or rejected the application (whichever is applicable), and
(b) return the joining fee and annual subscription fee to the applicant within the period of 28 days of the committee’s decision, if the committee rejected the application.
(5) The secretary must, on approval of the application for membership, enter or cause to be entered the applicant’s name in the register of members and, on the name being so entered, the applicant becomes a member of the association.
5. Vessel Nominations
(1) A member can add additional nominated vessels as part of their membership to utilise the slipway facilities by lodging a separate Application for Membership form along with a separate joining fee and annual subscription fee for each additional vessel.
(2) A member can transfer their nominated vessel as part of their membership from one vessel to another, without paying a separate joining and annual subscription fee, if:
(a) the original vessel has been sold, and
(b) the current year’s annual subscription fee has been paid, and
(c) there are no outstanding slipping fees related to the original vessel, and
(d) they notify the secretary in writing, the details of the transfer, at least 14 days prior to making a slipway booking for the replacement vessel.
(3) A member can add an additional nominated vessel as part of their membership without paying the annual subscription fee or an additional joining fee for the year of purchase, if:
(a) the vessel is purchased from an existing member who has paid the annual subscription fee for the year of sale related to that vessel, and
(b) there are no other outstanding fees related to the additional vessel, and
(c) the member lodges a separate Application for Membership form at least 14 days prior to making a slipway booking for the additional vessel, but without the applicable joining and annual subscription fees.
6. Cessation of membership
A person ceases to be a member of the association if the person:
(a) dies, or
(c) is expelled from the association, or
(d) fails to pay the annual subscription fee under clause 10 (2) within 3 months after the fee is due, or
(e) fails to pay any outstanding slipping fees under clause 10 (3) within 3 months after the fee is due, subject to clause 15.
7. Membership entitlements not transferable
A right, privilege or obligation which a person has by reason of being a member of the association:
(a) is not capable of being transferred or transmitted to another person, and
(b) terminates on cessation of the person’s membership.
8. Resignation of membership
(1) A member of the association may resign from membership of the association by first giving to the secretary written notice of at least one month (or such other period as the committee may determine) of the member’s intention to resign and, on the expiration of the period of notice, the member ceases to be a member.
(2) If a member of the association ceases to be a member under subclause (1), and in every other case where a member ceases to hold membership, the secretary must make an appropriate entry in the register of members recording the date on which the member ceased to be a member.
9. Register of members
(1) The secretary of the association must establish and maintain a register of members of the association specifying the name and postal or residential and email address of each person who is a member of the association together with the date on which the person became a member.
(2) The register of members must be kept in New South Wales:
(a) at the main premises of the association, or
(b) if the association has no premises, at the association’s official address.
(3) The register of members must be open for inspection, free of charge, by any member of the association at any reasonable hour.
(4) A member of the association may obtain a copy of any part of the register on payment of a fee of not more than $1 for each page copied.
(5) If a member requests that any information contained on the register about the member (other than the member’s name) not be available for inspection, that information must not be made available for inspection.
(6) A member must not use information about a person obtained from the register to contact or send material to the person, other than for:
(a) the purposes of sending the person a newsletter, a notice in respect of a meeting or other event relating to the association or other material relating to the association, or
(b) any other purpose necessary to comply with a requirement of the Act or the Regulation.
(7) If the register of members is kept in electronic form:
(a) it must be convertible into a hard copy, and
(b) the requirements in subclauses (2) and (3) apply as if a reference to the register of members is a reference to a current hard copy of the register of members.
(8) Each member is responsible to notify the association’s secretary of any change in their personal or vessel details recorded in the register.
10. Fees and subscriptions
(1) An applicant for membership of the association must pay to the association a joining fee of an amount as determined by the committee.
(2) In addition to any amount payable by the applicant under subclause (1), the applicant and all members of the association, except life members, must pay to the association an annual subscription fee of an amount as determined by the committee:
(a) before 1 July in each calendar year, or
(b) on the date the nominee becomes a member on or after 1 July in any calendar year.
(3) In addition to any amount payable by the member under subclause (1) and (2), a member of the association must pay to the association a daily slipping fee of an amount as determined by the committee, for whichever is the greater of:
(a) each 24 hour period or part day that their vessel occupies the slipway, or
(b) the number of days reserved for their vessel in the slipway bookings diary, unless
(i) the member can arrange for any unused time to be utilised by another member’s vessel, or
(ii) the booking was cancelled not less than three days prior to the commencement of the booking, or
(iii) the booking was cancelled less than three days prior to the commencement of the booking due to bereavement or genuine illness, or
(iv) the member, after reaching agreement with either the association president or vice-president, cancels their booking due to inclement weather on the due day of slipping and the forecast of continued inclement weather during the booking period.
(4) The joining, annual subscription and daily slipping fees applicable to members:
(a) may be varied by the committee at any time, and
(b) are due and payable within 30 days of the date of the invoice, and
(c) if remain unpaid after 60 days from the date they were invoiced, the member’s access to the on-line booking system will be suspended until the payment is received, and will have a late payment fee of an amount as determined by the committee, added to all outstanding fees.
(5) A non-member of the association must pay to the association a daily slipping fee of an amount as determined by the committee, for whichever is the greater of:
(a) each 24 hour period or part day that their vessel occupies the slipway, or
(b) the number of days reserved for their vessel in the slipway bookings diary, unless
(i) the non-member can arrange for any unused time to be utilised by another member’s or non-member’s vessel, or
(ii) the booking was cancelled not less than three days prior to the commencement of the booking, or
(iii) the booking was cancelled less than three days prior to the commencement of the booking due to bereavement or genuine illness, or
(iv) the non-member, after reaching agreement with either the association president or vice-president, cancels their booking due to inclement weather on the due day of slipping and the forecast of continued inclement weather during the booking period.
(6) In addition to the daily slipping fees, a non-member of the association must pay to the association a fee for slipping and launching the vessel of an amount as determined by the committee.
(7) To secure their vessel booking at Tea Gardens Slipway, a non-member must:
(a) pay the association a bond of an amount as determined by the committee and
(b) forfeit an administration fee of an amount as determined by the committee, should they cancel their booking.
(8) The slipping/launching and daily slipping fees applicable to non-members must be paid prior to the vessel being launched.
(9) The applicable daily slipping fee will not apply to any time beyond the original booking schedule, in accordance with clause 48 (10), if:
(a) a vessel’s re-launching is delayed by inclement weather or any other events beyond the vessel owner’s control, and
(b) the vessel owner can demonstrate that they have taken all reasonable care to avoid those delays.
(10) If a vessel owner is unable to:
(a) complete the scheduled work due to inclement weather within the time originally booked, and
(b) utilise the provisions contained in clause 48 (10), and
(c) remain at the slipway to complete the scheduled work due to other personal commitments, the vessel owner may:
(i) make a claim in writing to the association to be provided with time in lieu, equal to the time lost caused by the inclement weather, and
(ii) utilise any time in lieu awarded by the association within 3 months of the re-launching date.
11. Members’ liabilities
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 clause 10.
12. Vessel owners’ responsibilities
(1) The association will not be held responsible if, for any reason, the vessel on the slipway cannot be re-launched.
(2) No customer can hold any other customer or the association collectively responsible in any way for personal and/or property damage that may arise as a result of using the slipway or through being on the property, whether or not the damage is caused by the negligence of other members or customers of the association.
(3) Each vessel owner uses the slipway and its associated equipment:
(a) entirely at their own risk, and
(b) satisfying themselves that they have adequate insurance coverage while their vessel occupies the slip.
(4) Every vessel owner must make their best endeavour to:
(a) protect and preserve the slipway and its associated equipment, and
(b) leave the winch shed, the slipway cradle and surrounding areas in a clean and safe condition so as not to cause nuisance or inconvenience, visual or otherwise, to other vessel owners or the public in general, and
(c) ensure their personal and vessel details are maintained up-to-date on the association’s website and the association’s secretary is informed of any changes, and
(d) inform the association’s secretary in writing, if a an owner appoints a controller to act on their behalf for the purposes of slipping their vessel/s.
(5) A member may be called upon:
(a) to take part in working bees or any project that, in the opinion of the association, would benefit the association, and
(b) to apply any special skills or expertise they may have to any project undertaken by the association,
provided this assistance does not cause inconvenience or expense to that member.
13. Resolution of disputes
(1) A dispute between a customer and another customer of the association, or a dispute between a customer or customers and the association, are to be referred to a community justice centre for mediation under the Community Justice Centres Act 1983.
(2) If a dispute is not resolved by mediation within 3 months of the referral to a community justice centre, the dispute is to be referred to arbitration.
(3) The Commercial Arbitration Act 1984 applies to any such dispute referred to arbitration.
14. Disciplining of members and non-members
(1) A complaint may be made to the committee by any person that a member or non-member of the association:
(a) has refused or neglected to comply with a provision or provisions of this constitution, or
(b) has wilfully acted in a manner prejudicial to the interests of the association.
(2) The committee may refuse to deal with a complaint if it considers the complaint to be trivial or vexatious in nature.
(3) If the committee decides to deal with the complaint, the committee:
(a) must cause notice of the complaint to be served on the member or non-member concerned, and
(b) must give the member at least 14 days from the time the notice is served within which to make submissions to the committee in connection with the complaint, and
(c) must take into consideration any submissions made by the member or non-member in connection with the complaint.
(4) The committee may, by resolution, expel a member from the association or suspend the member from membership of the association if, after considering the complaint and any submissions made in connection with the complaint, it is satisfied that the facts alleged in the complaint have been proved and the expulsion or suspension is warranted in the circumstances.
(5) If the committee expels or suspends a member, the secretary must, within 7 days after the action is taken, cause written notice to be given to the member of the action taken, of the reasons given by the committee for having taken that action and of the member’s right of appeal under clause 15.
(6) The expulsion or suspension does not take effect:
(a) until the expiration of the period within which the member is entitled to appeal against the resolution concerned, or
(b) if within that period the member exercises the right of appeal, unless and until the association confirms the resolution under clause 15,
15. Right of appeal of disciplined member
(1) A member may appeal to the association in general meeting against a resolution of the committee under clause 14, within 7 days after notice of the resolution is served on the member, by lodging with the secretary a notice to that effect.
(2) The notice may, but need not, be accompanied by a statement of the grounds on which the member intends to rely for the purposes of the appeal.
(3) On receipt of a notice from a member under subclause (1), the secretary must notify the committee which is to convene a general meeting of the association to be held within 28 days after the date on which the secretary received the notice.
(4) At a general meeting of the association convened under subclause (3):
(a) no business other than the question of the appeal is to be transacted, and
(b) the committee and the member must be given the opportunity to state their respective cases orally or in writing, or both, and
(c) the members present are to vote by secret ballot on the question of whether the resolution should be confirmed or revoked.
(5) The appeal is to be determined by a simple majority of votes cast by members of the association.
Part 3 – The committee
16. Powers of the committee
Subject to the Act, the Regulation and this constitution and to any resolution passed by the association in general meeting, the committee:
(a) is to control and manage the affairs of the association, and
(b) may exercise all such functions as may be exercised by the association, other than those functions that are required by this constitution to be exercised by a general meeting of members of the association, and
(c) has power to perform all such acts and do all such things as appear to the committee to be necessary or desirable for the proper management of the affairs of the association, and
(d) may impose load or size limits on the whole slipway installation from time to time, and
(e) may impose special conditions on the use of the slipway for larger vessels or vessels of unusual design.
17. Composition and membership of committee
(1) The committee is to consist of:
(a) the office-bearers of the association, and
(b) at least 3 ordinary committee members,
each of whom is to be elected at the annual general meeting of the association under clause 18.
(2) The minimum number of committee members is to be seven with a maximum of ten.
(3) The office-bearers of the association are as follows:
(b) the vice-president,
(d) the secretary.
(4) A committee member may hold up to 2 offices (other than both the president and vice-president offices).
(5) There is no maximum number of consecutive terms for which a committee member may hold office.
(6) Each member of the committee is, subject to this constitution, to hold office until the conclusion of the annual general meeting following the date of the member’s election, but is eligible for re-election.
18. Election of committee members
(1) Nominations of candidates for election as office-bearers of the association or as ordinary committee members:
(a) must be made in writing on the form set out in the association’s website, signed by 2 members of the association and accompanied by the written consent of the candidate (which must be endorsed on the form of the nomination), and
(b) must be delivered to the secretary of the association at least 7 days before the date fixed for the holding of the annual general meeting at which the election is to take place.
(2) If insufficient nominations are received to fill all vacancies on the committee, the candidates nominated are taken to be elected and further nominations are to be received at the annual general meeting.
(3) If insufficient further nominations are received, any vacant positions remaining on the committee are taken to be casual vacancies.
(4) If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated are taken to be elected.
(5) If the number of nominations received exceeds the number of vacancies to be filled, a ballot is to be held.
(6) The ballot for the election of office-bearers and ordinary committee members of the committee is to be conducted at the annual general meeting in such usual and proper manner as the committee may direct.
(7) A person nominated as a candidate for election as an office-bearer or as an ordinary committee member of the association must be a member or spouse/partner of a member of the association.
19. Secretary
(1) The secretary of the association must, as soon as practicable after being appointed as secretary, lodge notice with the association of his or her address.
(2) It is the duty of the secretary to keep minutes in either written or electronic form of:
(a) all appointments of office-bearers and members of the committee, and
(b) the names of members of the committee present at a committee meeting or a general meeting, and
(c) all proceedings at committee meetings and general meetings.
(3) Minutes of proceedings at a meeting must be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting.
20. Treasurer
It is the duty of the treasurer of the association to ensure:
(a) that all money due to the association is collected and received and that all payments authorised by the association are made, and
(b) that correct books and accounts are kept showing the financial affairs of the association, including full details of all receipts and expenditure connected with the activities of the association.
21. Casual vacancies
(1) In the event of a casual vacancy occurring in the membership of the committee, the committee may appoint a member of the association to fill the vacancy and the member so appointed is to hold office, subject to this constitution, until the conclusion of the annual general meeting next following the date of the appointment.
(2) A casual vacancy in the office of a member of the committee occurs if the member:
(b) ceases to be a member of the association, or
(c) becomes an insolvent under administration within the meaning of the Corporations Act 2001 of the Commonwealth, or
(d) resigns office by notice in writing given to the secretary, or
(e) is removed from office under clause 22, or
(f) becomes a mentally incapacitated person, or
(g) is absent without the consent of the committee from 3 consecutive meetings of the committee, or
(h) is convicted of an offence involving fraud or dishonesty for which the maximum penalty on conviction is imprisonment for not less than 3 months, or
(i) is prohibited from being a director of a company under Part 2D.6 (Disqualification from managing corporations) of the Corporations Act 2001 of the Commonwealth.
22. Removal of committee members
(1) The association in general meeting may by resolution remove any member of the committee from the office of member 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.
(2) If a member of the committee to whom a proposed resolution referred to in subclause (1) relates makes representations in writing to the secretary or president (not exceeding a reasonable length) and requests that the representations be notified to the members of the association, the secretary or the president may send a copy of the representations to each member of the association or, if the representations are not so sent, the member is entitled to require that the representations be read out at the meeting at which the resolution is considered.
23. Committee meetings and quorum
(1) The committee must meet at least 3 times in each period of 12 months at such place and time as the committee may determine.
(2) Additional meetings of the committee may be convened by the president or by any member of the committee.
(3) Oral or written notice of a meeting of the committee must be given by the secretary to each member of the committee at least 48 hours (or such other period as may be unanimously agreed on by the members of the committee) before the time appointed for the holding of the meeting.
(4) Notice of a meeting given under subclause (3) must specify the general nature of the business to be transacted at the meeting and no business other than that business is to be transacted at the meeting, except business which the committee members present at the meeting unanimously agree to treat as urgent business.
(5) Any 3 members of the committee constitute a quorum for the transaction of the business of a meeting of the committee.
(6) No business is to be transacted by the committee unless a quorum is present and if, within half an hour of the time appointed for the meeting, a quorum is not present, the meeting is to stand adjourned to the same place and at the same hour of the same day in the following week.
(7) If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting is to be dissolved.
(8) At a meeting of the committee:
(a) the president or, in the president’s absence, the vice-president is to preside, or
(b) if the president and the vice-president are absent or unwilling to act, such one of the remaining members of the committee as may be chosen by the members present at the meeting is to preside.
24. Delegation by committee to sub-committee
(1) The committee may, by instrument in writing, delegate to one or more sub-committees (consisting of such member or members of the association as the committee thinks fit) the exercise of such of the functions of the committee as are specified in the instrument, other than:
(a) this power of delegation, and
(b) a function which is a duty imposed on the committee by the Act or by any other law.
(2) A function the exercise of which has been delegated to a sub-committee under this clause may, while the delegation remains unrevoked, be exercised from time to time by the sub-committee in accordance with the terms of the delegation.
(3) A delegation under this clause may be made subject to such conditions or limitations as to the exercise of any function, or as to time or circumstances, as may be specified in the instrument of delegation.
(4) Despite any delegation under this clause, the committee may continue to exercise any function delegated.
(5) Any act or thing done or suffered by a sub-committee acting in the exercise of a delegation under this clause has the same force and effect as it would have if it had been done or suffered by the committee.
(6) The committee may, by instrument in writing, revoke wholly or in part any delegation under this clause.
(7) A sub-committee may meet and adjourn as it thinks proper.
25. Voting and decisions
(1) Questions arising at a meeting of the committee or of any sub-committee appointed by the committee are to be determined by a majority of the votes of members of the committee or sub-committee present at the meeting.
(2) Each member present at a meeting of the committee or of any sub-committee appointed by the committee (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.
(3) Subject to clause 23 (5), the committee may act despite any vacancy on the committee.
(4) Any act or thing done or suffered, or purporting to have been done or suffered, by the committee or by a sub-committee appointed by the committee, is valid and effectual despite any defect that may afterwards be discovered in the appointment or qualification of any member of the committee or sub-committee.
Part 4 – General meetings
26. Annual general meetings – holding of
(1) The association must hold its first annual general meeting within 18 months after its registration under the Act.
(2) The association must hold its annual general meetings:
(a) within 6 months after the close of the association’s financial year, or
(b) within any later time as may be allowed by the Director-General or prescribed under section 37 (2) (b) of the Act.
27. Annual general meetings – calling of and business at
(1) The annual general meeting of the association is, subject to the Act and to clause 26, to be convened on such date and at such place and time as the committee thinks fit.
(2) In addition to any other business which may be transacted at an annual general meeting, the business of an annual general meeting is to include the following:
(a) to confirm the minutes of the last preceding annual general meeting and of any special general meeting held since that meeting,
(b) to receive from the committee reports on the activities of the association during the last preceding financial year,
(c) to elect office-bearers of the association and ordinary committee members,
(d) to receive and consider any financial statement or report required to be submitted to members under the Act.
(3) An annual general meeting must be specified as such in the notice convening it.
28. Special general meetings – calling of
(1) The committee may, whenever it thinks fit, convene a special general meeting of the association.
(2) The committee must, on the requisition in writing of at least 5 per cent of the total number of members, convene a special general meeting of the association.
(3) A requisition of members for a special general meeting:
(a) must be in writing
(b) must state the purpose or purposes of the meeting, and
(c) must be signed by the members making the requisition, and
(d) must be lodged with the secretary, and
(e) may consist of several documents in a similar form, each signed by one or more of the members making the requisition.
(4) If the committee fails to convene a special general meeting to be held within 1 month after that date on which a requisition of members for the meeting is lodged with the secretary, any one or more of the members who made the requisition may convene a special general meeting to be held not later than 3 months after that date.
(5) A special general meeting convened by a member or members as referred to in subclause 4 must be convened as nearly as is practicable in the same manner as general meetings are convened by the committee.
(6) For the purposes of subclause (3):
(a) a requisition may be in electronic form, and
(b) a signature may be transmitted, and a requisition may be lodged, by electronic means.
29. Notice
(1) Except if the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary must, at least 14 days before the date fixed for the holding of the general meeting, give a notice to each member specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting.
(2) If the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary must, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be given to each member specifying, in addition to the matter required under subclause (1), the intention to propose the resolution as a special resolution.
(3) No business other than that specified in the notice convening a general meeting is to be transacted at the meeting except, in the case of an annual general meeting, business which may be transacted under clause 27 (2).
(4) A member desiring to bring any business before a general meeting may give notice in writing of that business to the secretary who must include that business in the next notice calling a general meeting given after receipt of the notice from the member.
30. Quorum for general meetings
(1) No item of business is to be transacted at a general meeting unless a quorum of members entitled under this constitution to vote is present during the time the meeting is considering that item.
(2) Five members present (being members entitled under this constitution to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.
(3) If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting:
(a) if convened on the requisition of members, is to be dissolved, and
(b) in any other case, is to stand adjourned to the same day in the following week at the same 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.
(4) 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 at least 3) are to constitute a quorum.
31. Presiding member
(1) The president or, in the president’s absence, the vice-president, is to preside as chairperson at each general meeting of the association.
(2) If the president and the vice-president are absent or unwilling to act, the members present must elect one of their number to preside as chairperson at the meeting.
32. Adjournment
(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 is to be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
(2) If a general meeting is adjourned for 14 days or more, the secretary must 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.
(3) Except as provided in subclauses (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.
33. Making of decisions
(1) A question arising at a general meeting of the association is to be determined by either:
(a) a show of hands, or
(b) if on the motion of the chairperson or if 5 or more members present at the meeting decide that the question should be determined by a written ballot—a written ballot.
(2) If the question is to be determined by a show of hands, a 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 an 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.
(3) If the question is to be determined by a written ballot, the ballot is to be conducted in accordance with the directions of the chairperson.
34. Special resolutions
A special resolution may only be passed by the association in accordance with section 39 of the Act.
35. Voting
(1) On any question arising at a general meeting of the association a member and/or a committee member has one vote only.
(2) In the case of an equality of votes on a question at a general meeting, the chairperson of the meeting is entitled to exercise a second or casting vote.
(3) A member is not entitled to vote at any general meeting of the association unless all money due and payable by the member to the association has been paid.
(4) A member is not entitled to vote at any general meeting of the association if the member is under 18 years of age.
36. Proxy voting
Proxy voting must not be undertaken at or in respect of a general meeting.
37. Postal ballots
(1) The association may hold a postal ballot to determine any issue or proposal (other than an appeal under clause 15).
(2) A postal ballot is to be conducted in accordance with Schedule 3 to the Regulation.
Part 5 – Miscellaneous
38. Insurance
The association may effect and maintain insurance.
39. Funds – source
(1) The funds of the association are to be derived from joining fees and annual subscriptions of members, slipping fees, donations and, subject to any resolution passed by the association in general meeting, such other sources as the committee determines.
(2) All money received by the association must be deposited as soon as practicable and without deduction to the credit of the association’s bank or other authorised deposit-taking institution account.
(3) The association must, as soon as practicable after receiving any money, issue an appropriate receipt.
40. Funds – management
(1) Subject to any resolution passed by the association in general meeting, the funds of the association are to be used in pursuance of the objects of the association in such manner as the committee determines.
(2) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by any 2 authorised members of the committee, being members authorised to do so by the committee.
41. Association is non-profit
Subject to the Act and the Regulation, the association must apply its funds and assets solely in pursuance of the objects of the association and must not conduct its affairs so as to provide a pecuniary gain for any of its members.
42. Distribution of property on winding up of association
(1) Subject to the Act and the Regulations, in a winding up of the association, any surplus property of the association is to be distributed in accordance with a special resolution of the association.
(2) In this clause, a reference to the surplus property of the association is a reference to that property of the association remaining after satisfaction of the debts and liabilities of the association and the costs, charges and expenses of the winding up of the association.
43. Change of name, objects and constitution
An application to the Director-General for registration of a change in the association’s name, objects or constitution in accordance with section 10 of the Act is to be made by the public officer or a committee member.
44. Custody of all records, books and other documents
Except as otherwise provided by this constitution, all records, books and other documents relating to the association must be kept in New South Wales at the main premises of the association, in the custody of the public officer or a member of the association as the committee determines.
45. Inspection of documents
(1) The following documents must be open to inspection, free of charge, by a member of the association at any reasonable hour:
(a) records, books and other financial documents of the association,
(c) minutes of all committee meetings and general meetings of the association.
(2) A member of the association may obtain a copy of any of the documents referred to in subclause (1) on payment of a fee of not more than $1 for each page copied.
(3) Despite subclauses (1) and (2), the committee may refuse to permit a member of the association to inspect or obtain a copy of records of the association that relate to confidential, personal, commercial or legal matters or where to do so may be prejudicial to the interests of the association.
46. Service of notices
(1) For the purpose of this constitution, a notice may be served on or given to a person:
(a) by delivering it to the person personally, or
(b) by sending it by pre-paid post to the address of the person, or
(c) by sending it by facsimile transmission or some other form of electronic transmission to an address specified by the person for giving or serving the notice.
(2) For the purpose of this constitution, a notice is taken, unless the contrary is proved, to have been given or served:
(a) in the case of a notice given or served personally, on the date on which it is received by the addressee, and
(b) in the case of a notice sent by pre-paid post, on the date when it would have been delivered in the ordinary course of post, and
(c) in the case of a notice sent by facsimile transmission or some other form of electronic transmission, on the date it was sent or, if the machine from which the transmission was sent produces a report indicating that the notice was sent on a later date, on that date.
47. Financial year
The financial year of the association is:
(a) the period of time commencing on the date of incorporation of the association and ending on the following 30 June, and
(b) each period of 12 months after the expiration of the previous financial year of the association, commencing on 1 July and ending on the following 30 June.
48. Slipway Usage
(1) No member or non-member will be permitted to use the slipway
(a) on a profit-making basis, or
(b) if they have unpaid fees of more than two months from the date of their account.
(2) A member or non-member may employ others to work on their vessel.
(3) The length of time that a member’s or non-member’s vessel occupies the slipway is to:
(a) be kept to a strict minimum, and
(b) be no longer than 5 days during the months of October, November and December, and
(c) be no longer than 30 days during all other months of the year not referred to in subclause 3 (b), and
(d) if a member or non-member contravenes any of these rules, the association reserves the right to:
(ii) charge any cost involved in the removal of the vessel to the defaulting member or non-member.
(4) No member or non-member is to use the slipway in any way that:
(a) may cause embarrassment or nuisance to other members or non-members, nearby residents or the public in general, and
(b) each member or non-member while using the slipway must ensure that the persons under their control, conduct themselves in such a manner as not to bring discredit to the association.
(5) A member will notify their intent to use the slipway by making a reservation for a specified period in the slipway bookings diary on the association website.
(6) A non-member will apply to use the slipway by contacting an association website administrator to make a reservation for a specified period in the slipway bookings diary on the association website.
(7) Once a reservation has been booked, it is the responsibility of the member or non-member to:
(a) adhere to that reservation, or
(b) make any cancellations not less than three days prior to the commencement of the booking, and
(c) make every effort to fill any cancellation.
(8) A member or non-member may advance their booking to an earlier date within the three days cancellation period referred to in subclause 7 (b), if:
(a) the period of the booking remains the same as originally booked, and
(b) the next vessel owner booked to utilise the slipway is contacted to advise them of the change in schedule by either the member or an association website administrator.
(9) If a member or non-member intends to launch their vessel earlier or later for any reason other than the time originally booked to do so, the next vessel owner booked to utilise the slipway must be contacted to advise them of the change in schedule, by either the member or an association website administrator. This will enable maximum utilisation of the slipway by allowing the next vessel owner to slip their vessel earlier if possible.
(10) A member or non-member has the right to continue utilising the slipway beyond their booking date, regardless of subsequent bookings, if they have been prevented from completing their scheduled work due to;
(b) any other events beyond the customer’s control.
(11) The association Slipping and Launching Instructions are to be adhered to at all times under the direction of an association authorised slip operator, who will:
(a) supervise and control the whole operation, and
(b) determine whether the slipping should proceed at that particular time, and
(c) direct the way in which the vessel owner’s vessel is manoeuvred onto the slipway cradle, and
(d) assist in positioning the vessel in relation to the slipway cradle; however it should be noted that this part of the operation remains the sole responsibility of the vessel’s owner or controller.
(12) Only the nominated vessel or vessels of a member or non-member will be allowed to utilise the slipway or its facilities, unless:
(a) there is an emergency with another vessel, and
(b) the owner of the vessel experiencing the emergency pays the applicable slipping/launching fee and daily slipping fees of an amount as determined by the committee, or if some other amount is determined by the committee, that other amount, for the emergency use of the slipway.
(c) The slipping/launching and daily slipping fees applicable to emergency use of the slipway must be paid prior to the vessel being launched.
49. Pre-purchase inspections
(1) Financial members may utilise the slipway facilities to do a pre-purchase inspection on a vessel not registered with the association that they are seriously considering purchasing, provided:
(a) the association president and/or vice president is notified of the circumstances, including proof of the vessel’s insurance cover, prior to the booking being made, and
(b) the use of the slipway must be pre-booked by an association website administrator.
(2) Other than a fresh water wash-down:
(a) no mechanical work can be performed on the vessel while on the slip, and
(b) the vessel cannot occupy the slip for more than 24 hours.
(3) Any debris at the slip as a result of the pre-purchase inspection activities must be cleared away by the member or non-member prior to launching the vessel.
(4) A special one off fee three times the current daily slipping fee that is applicable to the membership status of the individual or, if some other amount is determined by the committee, that other amount, must be paid prior to slipping the vessel.
(5) If the vessel is purchased by the association member while on the slip and the slip is available, after paying the additional joining and annual subscription fees in accordance with clause 5 (2), or if the situation is in accordance with clause 5 (3), the member can:
(a) extend the slipping for normal work to be completed at that time, and
(b) pay the normal daily slipping fees for the period beyond the initial 24 hours.
(6) There are no restrictions on non-members utilising the slipway for the purpose of pre-purchase inspections provided they pay the applicable bond, slipping/launching fees and daily slipping fees in advance of slipping the vessel for purchase.