Constitution

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Constitution of NSW Neighbour Aid & Social Support Association Incorporated

  1. 1. NAME

    The name of the Association shall be the NSW Neighbour Aid & Social Support Association (NSW NASSA) Incorporated (“the Association”).

  2. 2. MISSION STATEMENT

    The Association is the Peak Body which represents, supports, advocates and lobbies on behalf of the Association’s members and Neighbour Aid and Social Support programs throughout NSW.

  3. 3. OBJECTIVES

    The objectives of the Association shall be:

    1. To establish information and support networks throughout NSW between Neighbour Aid and Social Support Services and between other organisations.
    2. To establish and maintain a database of Association member organisations.
    3. To promote adequate training and support for volunteers.
    4. To be an effective lobby group on issues relating to volunteers and member organisations at local and state levels.
    5. To promote best practice policies and guidelines for the provision of Neighbour Aid and Social Support Services.
    6. To promote the provision of effective and efficient services for consumers in individual Neighbour Aid and Social Support services.
    7. To receive, obtain or raise funds for the purpose of achieving the objectives of the Association. Funds can be raised by means of fees, donations, bequests, events, entertainments or any other legal means with the understanding that by accepting such funds/gifts, the Association retains exclusive right to determine how these funds will be used unless the funds are provided by a party or parties for a specific committed or agreed purpose in which case they must be applied to that purpose.
  4. 4. MEMBERSHIP

    1. Full membership is open to any NSW based Neighbour Aid or Social Support Service, other organisations or individuals may join as Associate members. An organisation that is unincorporated can become a member of the Association. However, no organisation may be an officer (i.e. Executive Committee member, public officer, employee) of an incorporated association. That right is reserved for natural persons only.
    2. Only current financial members of the Association have the right to vote at a general meeting of the Association.
    3. Individuals and organisations wishing to become members of the Association shall apply to the Executive committee for membership.
    4. The Executive Committee shall determine whether or not to accept an application for membership. The Executive Committee is not required to supply reasons for accepting or rejecting an application for membership.
    5. Members shall pay such fees as determined by the Executive Committee. Application may be made to the Executive Committee for a reduction in fees by any Neighbour Aid and Social Support Service.
    6. A register of members shall be kept by the Association showing the name, address and date of commencement of membership for each member. The register will also record the date of cessation of membership when applicable.
    7. Membership shall cease upon death, resignation, expulsion or failure to pay outstanding membership fees within three months of the due date.
    8. Membership fees shall fall due on the first day of each financial year of the Association. The financial year of the Association shall run from July 1st to June 30th, or such other period as is determined by the Executive Committee.
  5. 5. MEMBERS LIABILITY

    The members and affiliates of the Association shall have no liability to contribute towards the payment of debts and liabilities of the Association or the cost, charges and expenses of the winding up of the Association except to the amount of any unpaid membership fees.

  6. 6. RESOLUTION OF INTERNAL DISPUTES

    Disputes between a member or members and the Association, are to be referred to a community justice centre for mediation in accordance with the Community Justice Centres Act 1983 (NSW).

  7. 7. DISCIPLINING OF MEMBERS

    A complaint may be made by any member of the Association that some other member:

      • Has persistently refused or neglected to comply with a provision or provisions of this constitution; or
      • Has persistently and wilfully acted in a manner prejudicial to the interests of the Association.
    1. On receiving such a complaint, the Executive Committee must:

      • Cause notice of the complaint to be served on the member against whom
        the complaint has been made; and
      • Give the member at least 21 days from the date the notice is served within which to make submissions to the Executive Committee, such submissions to be lodged with the Secretary of the Association; and
      • Take into consideration any submissions made by the member in connection with the complaint.
    2. The Executive Committee may by resolution, expel the 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.
    3. If the Executive Committee expels or suspends a member, the Secretary of the Association (“the Secretary”) shall advise the member accordingly in writing and will additionally advise the member of their right to appeal the decision under clause 8.
    4. The expulsion or suspension does not take effect until:
      • The expiration of the period within which an appeal against the decision to expel or suspend the member may be lodged under clause 8, if no such appeal is lodged, or
      • If within the period allowed under clause 8, the member exercises the right of appeal, the date on which the decision of the Executive Committee is confirmed.
    5. If, following an appeal against a decision by the Executive Committee to expel or suspend a member, the decision is revoked on appeal then the Secretary will advise the member accordingly and the members rights and obligations will be restored.
  8. 8. RIGHT OF APPEAL OF A DISCIPLINED MEMBER

    1. A member may appeal to the Association against a resolution of the Executive Committee under clause 7, by lodging a written notice with the Secretary within 14 days after notice of the resolution is served on the member.
    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 of appeal from the member, the Secretary must notify the Executive Committee, which will convene a general meeting of the Association to be held within 28 days after the date on which the Secretary received the notice of appeal.
    4. At a general meeting of the association convened under clause 8.3:
      – No business other than the question of the appeal is to be considered,
      and

      – the Executive Committee and the member must be given the opportunity to state their respective cases orally or in writing, or both,
      and

      – the members present will vote by secret ballot on the question of whether the resolution should be confirmed or revoked.

    5. If the general meeting of the Association passes a special resolution confirming the resolution of the Executive Committee, then that resolution and the actions of the Executive Committee are confirmed.
  9. 9. MANAGEMENT BY EXECUTIVE COMMITTEE

    1. The Association shall have its affairs controlled and managed by the office bearers and other members known as the Executive Committee.
    2. The office bearers shall be a Chairperson, Secretary and Treasurer. There shall be up to five other members of the Executive Committee.
    3. The office bearers and other members of the Executive Committee shall be elected at each Annual General Meeting. Any casual vacancy occurring between Annual General Meetings may be filled by a member appointed by the Executive Committee.
    4. Each member of the Executive Committee shall hold office from the date of their election or appointment until the next Annual General Meeting.
    5. Retiring Executive Committee members are eligible for re-election.
    6. Office holders may hold a particular position for no more than three (3) years. After a break of one year, they may hold the same position again. They may hold another office position in that time.
    7. The Executive Committee shall meet as often as necessary to conduct the business of the Association and not less than once in each quarter.
    8. The quorum for meetings of the Executive Committee shall be four (4) members of the Executive Committee including not less than one office bearer. Executive Committee members may attend electronically.
    9. Notice of meetings shall be given at the previous meeting or by such other means as the Executive Committee may decide.
    10. A member of the Executive Committee shall cease to hold office upon resignation in writing, or absence from three successive Executive Committee meetings without approval by the Executive Committee.
    11. The Executive Committee may function validly provided its number is not reduced below the quorum. Should numbers fall below the quorum the remaining members may act only to appoint new Executive Committee members.
    12. Questions arising at any meeting of the Executive Committee shall be decided upon by the majority of votes of those present. In the case of an equality of votes the person appointed to chair the meeting shall have a second or casting vote.
    13. If within half an hour of the time appointed for an Executive Committee meeting a quorum is not present the meeting shall be dissolved.
    14. Additional meetings of the Executive Committee may be convened by the Chairperson or any two members of the Executive Committee.
    15. Decisions of the Executive Committee can be authorised by a circular resolution signed by not less than four (4) members of the Executive Committee including at least two (2) office bearers. The resolution can be signed in separate parts and may be returned electronically.
    16. Meetings of the Executive Committee are open to all members of the Association who shall have the right to attend and speak, but not to vote.
    17. The Executive Committee may establish and dissolve sub-Executive Committees as it thinks fit. The Executive Committee may delegate any of its powers to sub-committees consisting of such members or such employee or employees of the Association as it thinks fit.
    18. Any sub-committee so formed shall in the exercise of the powers so delegated conform to any conditions or stipulations that may be imposed on them by the Executive Committee.
    19. A sub-committee may elect a Convener of their meetings.
    20. A sub-committee may meet and adjoin as they think proper.
  10. 10. GENERAL MEETING

    1. An Annual General Meeting of the Association shall be held each year within six months from the end of the financial year of the Association.
    2. The Executive Committee may, whenever it thinks fit, convene a special general meeting of the Association. A special general meeting must be convened by the Executive Committee within three months of receiving a written request to do so from at least five per cent of the membership of the Association.
    3. At least 21 days notice of all general meetings and notices of motion shall be given to members.
    4. In the case of the annual General Meeting the following business shall be transacted:
      • Confirmation of the minutes of the last Annual General Meeting.
      • Receipt of the Executive Committee’s report upon the activities of the Association in the last financial year.
      • Election of office bearers and other members of the Executive Committee
      • Receipt and consideration of a statement from the Executive Committee which provides the last financial year of the Association’s:
        • Income and Expenditure
        • Assets and Liabilities
        • Mortgages, charges and other securities
        • Trust properties
      • Determine membership fees
    5. The quorum for a general meeting shall be five percent of all members who must be present in person. If, within half an hour of the time appointed for a General Meeting, a quorum is not present, the meeting shall be dissolved.
    6. Voting at general meetings shall be by a show of hands unless a secret ballot is demanded by the members. Decisions shall be made by a simple majority vote except for those matters, which must be decided by special resolution where a three-quarter majority is required.
    7. All votes shall be given personally and there shall be no voting by proxy. Postal votes will be acceptable in relation to major issues when deemed necessary by the Executive Committee.
    8. In the case of an equality of votes, the person appointed to chair the general meeting shall have a second or casting vote.
    9. Nominations of candidates for election as office bearers or Executive Committee members may be made at the Annual General Meeting or in such other ways as may be determined by the Association at a general meeting.
    10. Written notice of all general meetings shall be given to members either personally, by electronic means or by post.
  11. 11. OFFICE BEARERS

    1. The Chairperson of the Executive Committee shall act as chairperson at each general meeting and Executive Committee meeting of the Association.
    2. If the Chairperson is absent from a meeting or is unable or unwilling to act, the members present at the meeting shall elect one of their number to act as Chairperson.
    3. The Secretary shall ensure that records of the business of the Association including a copy of this constitution, the register of members, minutes of all general and Executive Committee meetings and a file of correspondence are maintained up to date and in good order. These records shall be available for inspection by any member and shall be held in the custody of the Secretary.
    4. The Treasurer shall ensure that all monies received by the Association are paid into an account in the Association’s name. Payment of Association expenses shall be made through a petty cash system or by cheque signed by two signatories authorised by the Executive Committee. Major or unusual expenditures shall be authorised in advance by the Executive Committee or a general meeting.
    5. The Treasurer shall ensure that correct books and accounts are kept showing the financial affairs of the Association. These records shall be held in the custody of the Treasurer.
  12. 12. SPECIAL RESOLUTIONS

    1. A special resolution must be passed by a general meeting of the Association to effect the following changes:
      • a change of the Association’s name;
      • a change of the Association’s constitution;
      • a change of the Association’s objectives;
      • an amalgamation with another Incorporated Association;
      • to voluntarily wind up the Association and distribute its property;
      • to apply for registration as a Company or Cooperative.
    2. A special resolution will be passed in the following manner:
      • a notice must be sent to all members advising that a general meeting is to be held to consider a special resolution.
      • The notice must give details of the proposed special resolution and give at least 21 days notice of the meeting.
      • A quorum must be present at the meeting.
      • A simple majority vote shall determine the resolution
      • In situations where it is not possible or practicable for a resolution to be passed as described above, a request may be made to the Department of Fair Trading to obtain permission to pass the resolution in some other way.
  13. 13. PUBLIC OFFICER

    1. The Executive Committee shall ensure that a person is appointed as Public Officer.
    2. The first Public Officer shall be the person who completed the application for incorporation of the Association.
    3. The Executive Committee may at any time remove the Public Officer and appoint a new Public Officer provided the person appointed is 18 years of age and a resident of New South Wales.
    4. The Public Officer shall be deemed to have vacated their position in the following circumstances:
      • death
      • resignation
      • removal by a meeting of the Executive bankruptcy or financial insolvency
      • residency outside New South Wales
    5. When a vacancy occurs in the position of Public Officer, the Executive Committee shall within 14 days notify the Department of Fair Trading by the prescribed form and appoints a new Public Officer.
    6. The Public Officer is required to notify the Department of Fair Trading by the prescribed form in the following circumstances:
      • appointment (within 14 days)
      • a change of residential address (within 14 days)
      • a change in the Associations objects or rules (within one month)
      • of the Associations financial affairs (within one month of the Annual General Meeting)
      • a change in the Association’s name (within one month)
    7. The Public Officer may be an office bearer, Executive Committee member, or any other person regarded as suitable for the position by the Executive.
    8. The Public Officer must keep a register showing the names and addresses of the current members of the Executive Committee. The register must also show the date on which each person became a member of the Executive committee. The register is to be kept at the address of the Public Officer and must be available for inspection by any person, free of charge, at all reasonable hours.
  14. 14. MISCELLANEOUS

    1. The Association shall effect and maintain insurance as is required under the Associations Incorporation Act together with any other insurance that may be required by law or regarded as necessary by the Association.
    2. The funds of the Association shall be derived from the fees of members, donations, grants and such other sources approved by the Association.
    3. The Common Seal of the Association shall be kept in the custody of the Secretary and shall only be affixed to a document with the approval of the Executive Committee. The stamping of the Common Seal shall be witnessed by the signatures of two members of the Executive Committee.
    4. The Association may at any time pass a special resolution determining how any surplus property is to be distributed in the event that the Association should be wound up. The distribution of surplus property shall be in accordance with section 53 of the Associations Incorporation Act 1984.
    5. Service of documents on the Association is effected by serving them on the Public Officer or by serving them personally on two members of the Executive Committee.
    6. Notices sent by post shall be deemed to have been received seven (7) days after date of posting.
    7. The income and property of the Association shall be used only for promotion of the objectives of the Association and shall not be paid or transferred to members by way of dividend, bonus or profit.
    8. The Association shall appoint an auditor at the Annual General Meeting. They shall examine all accounts, vouchers, receipts, books etc., and furnish a report for the members at the Annual General Meeting. Audits shall be conducted at regular intervals of not more than 12 months. An auditor shall not be a member or closely related to a member of the Executive Committee.
  15. 15. DISSOLUTION CLAUSE

    If upon winding up or dissolution of the Association there remains, after satisfaction of all its debts and liabilities, any property what-so-ever, the same shall not be paid to or distributed among members or trustees of the organisation, but shall be given or transferred to some other institution or institutions having objectives similar to those of the Association and which is a fund, authority or institution approved by the Commissioner of Taxation as a fund, authority or institution referred to in paragraph 78 1a of the Income Tax Assessment Act 1936 (“the Act”) or any replacement provision of the Act.