CORPORATIONS ACT

COMPANY LIMITED BY GUARANTEE

 CONSTITUTION

of the

ROYAL AUSTRALIAN HISTORICAL SOCIETY

ACN  000 027 654      ABN  91 000 027 654

(as revised AGM 1 May 2007)

 

1.  In this Constitution, unless there is something in the subject or context inconsistent therewith:

‘Act’ means the Corporations Act 2001 and any statutory modification or enactment thereof;

 ‘Constitution’ means this Constitution and all supplementary substituted or amending clauses for the time being in force;

‘Council’ includes a meeting of the Councillors duly called and constituted at which a quorum shall be present or, as the case may be, the Councillors assembled at such a meeting and forming the Board of Directors;

‘Councillor’ means a director of the Company;

‘Executive’ means the Executive Committee, comprising the President, the Senior Vice-President, the Vice-President and one other Councillor, elected at the first Council Meeting after the Annual General Meeting, and the Treasurer appointed under clause 32 of this Constitution;

‘Month’ means a calendar month;

‘Office’ means the registered office for the time being of the Society;

‘Register’ means the Register of Members kept pursuant of Section 169 to the Act;

‘Secretary’ means the Secretary of the Society appointed in accordance with the Act;

‘Society’ means the ROYAL AUSTRALIAN HISTORICAL SOCIETY or whatever its name may be from time to time;

‘The State’ means the State of New South Wales;

‘Written’ or ‘in writing’ includes printing, lithography, typing, writing or other modes of representing or reproducing words in a visible form; and

‘Year’ means a period of 12 months commencing on 1 January in each year.

Words importing the singular number include the plural number and vice versa and words importing persons include corporations.

Words or expressions contained in this Constitution shall be interpreted in accordance with Division 10 of Part 1.2 of the Act as in force at the date this Constitution became binding on the Society.

In every case where in this Constitution general expressions are used in connection with powers, discretions or things, such general expressions shall not be limited to or controlled by the particular powers, discretions or things with which the same are connected.  Any words or expressions denoting authority or permission shall be construed as words or expressions of authority merely and shall not be construed as words or expressions denoting directions or compulsory trust.  Subject as aforesaid any words defined in the Act shall, if not inconsistent with the subject or the context, bear the same meaning in this Constitution.

 

PRELIMINARY

 

2. Each of the provisions of the sections or sub-sections of the Act which would but for this clause apply to the Society as a replaceable rule within the meaning of the Act are displaced and do not apply to the Society.

 

3. The Society is a Company Limited by Guarantee.

 

4. The number of members of the Society shall not be more than 4,000, or such number as may be determined by the Council.

 

5. The Society must not engage in any activity that would require the lodgement with the Australian Securities and Investments Commission of a prospectus under Part 7.12 of the Act.

 

6. The Society’s objective is the advancement of education in the field of Australian history and in pursuance of that objective:

 (a) to encourage the study of Australian history and the preservation of Australian heritage;

 (b) to promote the compilation of authentic records relating to Australia;

 (c) to acquire, either by purchase, donation or otherwise, and preserve for the use of the Society books, manuscripts, newspapers, prints, pictures and all such objects and materials (in any media) as may be considered by the Council to have a bearing on Australian history, and to establish, form, furnish and maintain a library;

 (d) to promote interchange of information among members of the Society by lectures, readings, discussions, exhibitions of historical significance, tours, excursions and other appropriate means; and

 (e) to print, publish (in any media) and circulate such journals, periodicals, books and other literary or other undertakings as may seem conducive to any of the objects of the Society.

 

7. The income and property of the Society shall be applied solely toward the promotion of the objects of the Society as set forth in this Constitution;  and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to the members of the Society,

 

PROVIDED THAT nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration to any officer or servant of the Society or to any member of the Society in return for any services actually rendered to the Society;  but that no Councillor shall be appointed to any salaried office of the Society or any office of the Society paid by fees and that no remuneration or other benefit in money or money’s worth shall be given by the Society to any member of such Council except repayment of out-of-pocket expenses and proper rent for premises demised or let to the Society.  PROVIDED THAT the provision last aforesaid shall not apply to any payment to any Association of which a Councillor may be a member and in which such member shall not hold more than one hundredth part of the capital and such member shall not be bound to account for any share of profits he or she may receive in respect of such payment.  AND PROVIDED FURTHER that the said provision shall not apply to a person who was not, prior to the time of his appointment as Treasurer, a Councillor.

 

8. The liability of the members is limited.

 

9. Every member of the Society undertakes to contribute to the assets of the Society in the event of the same being wound up while he or she is a member or within one year after he or she ceases to be a member, for payment of the debts and liabilities of the Society contracted before he or she ceases to be a member and of the costs, charges and expenses of winding up and for the adjustment of the rights of the contributories among themselves.  The maximum amount payable by any member under this clause is Two Dollars ($2.00).

 

10. The Council may repeal, amend or formulate regulations to govern the day-to-day affairs of the Society which shall be subject to repeal or amendment by a General Meeting. The Regulations set out in the Schedule shall be the first Regulations of the Society.

 

MEMBERSHIP

 

11. Membership of the Society shall be divided into classes which shall be determined by Council from time to time.

 

12. The annual subscription (if any) payable by the classes of members of the Society shall be determined by the Council from time to time.

 

CESSATION OF MEMBERSHIP

 

13. If the subscription of a member shall remain unpaid for a period of six calendar months after it becomes due then after notice of the default having been sent to the member by the Secretary the member shall cease to be a member at the expiration of three (3) calendar months after that notice provided that the Council may reinstate the member on payment of all arrears if the Council thinks fit to do so.

 

14. A member may at any time by giving notice in writing to the Secretary resign from the Society but shall continue liable for any annual subscription and all arrears due and unpaid at the date of such resignation and for all other moneys due by that member to the Society.

 

15. If any member, Fellow, Honorary Fellow or Medallist shall wilfully refuse or neglect to comply with the provisions of the Constitution of the Society or act in a manner prejudicial to the interests of the Society, the Council shall have power by resolution to censure, suspend or expel the member from the Society and to revoke any appointment as Fellow, Honorary Fellow or Medallist.

 

GENERAL MEETING

 

16. An Annual General Meeting of the Society shall be held in accordance with the provisions of the Act. All general meetings other than the Annual General Meeting shall be called Extraordinary General Meetings.

 

17. The Council may whenever it thinks fit by simple majority convene a general meeting. A general meeting shall be convened by the Council on the request of the members as provided by the Act or may be convened by the members as provided by the Act.

 

18. Subject to the provisions of the Act relating to resolutions and agreements for shorter notice, twenty one (21) days’ notice at the least (exclusive of the day on which the notice is served or deemed to be served, but inclusive of the day on which notice is given) shall be given to such persons as are entitled to receive such notices from the Society.

 

19. The accidental omission to give notices of meeting, or the non-receipt of notice of a meeting by any person entitled to such notice shall not invalidate the meeting or the proceedings thereat.

 

PROCEEDINGS AT GENERAL MEETINGS

 

20.  No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. Save as herein provided, a quorum for a general meeting is twenty (20) members present in person or by proxy.

 

21. If within half an hour from the time appointed for a general meeting a quorum is not present:

 (a) a general meeting convened by the Council on a request of the members or by the members as provided by the Act shall be dissolved; and

 (b) in any other case the general meeting shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Council shall specify and no notice of such adjournment need be given to members.

 

22. If at a general meeting adjourned pursuant to clause 21 (b), a quorum is not present within half an hour from the time appointed for the meeting, the meeting shall be dissolved.

 

23. The Chairperson may, with the consent of any general meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

 

24. The Chairperson shall have a deliberative vote in relation to any motion put at a general meeting, and in the event of an equality of votes shall also have a second or casting vote.

 

25. Each member shall be entitled to one vote at a general meeting.

 

26. No member shall be entitled to vote at any general meeting whilst indebted to the Society.

 

27. A challenge to a right to vote at a general meeting:

(a) may only be made at the meeting; and

(b) must be determined by the Chairperson, whose decision is final.

 

28. A member of the Society may, by instrument in writing under the hand of the member or of his or her attorney duly authorised in writing, appoint one (1) member as his or her proxy to attend and vote at a general meeting instead of such member.

 

29. The instrument appointing a proxy shall be in a form specified in the Regulations and in default of a form being so specified it shall be in a common or usual form and executed by the appointee or his or her attorney duly authorised in writing.

COUNCILLORS

 

30.  Unless otherwise determined by resolution of the Society the number of elected Councillors shall be twelve (12).  At their first meeting after the Annual General Meeting and thereafter whenever any office becomes vacant, the Councillors shall elect from their number office bearers being a President, a Senior Vice-President, a Vice-President and one ordinary member who, together with the Treasurer (hereinafter referred to), shall form the Executive.  Such elected Councillors and the Treasurer shall be known as the Office Bearers and shall hold office until the first meeting of the Council after the next Annual General Meeting.   PROVIDED HOWEVER that any Office Bearer shall cease to hold office as an Office Bearer in the event that the Council shall at each of three consecutive Council Meetings, pass by a simple majority a resolution that it has no confidence in that particular Office Bearer.

 

31. The term of office of elected Councillors shall be three (3) years with a third of Councillors retiring each year. Councillors shall be eligible for re-election PROVIDED THAT no Councillor shall serve more than three consecutive three (3) year terms of office. 

 

32. At their first meeting after the Annual General Meeting, the elected Councillors shall appoint a Treasurer, who need not be an elected Councillor.  If not already a member of the Society, the Treasurer shall be required to become a financial member in the relevant category. The Treasurer shall not, by virtue of his appointment as Treasurer, become a Councillor but shall be entitled to attend and to speak at all meetings of the Council and the Executive.

 

33. A Councillor shall hold office until his or her term of office expires, until he/she is removed by resolution of a general meeting or until his or her office shall otherwise become vacant pursuant to this Constitution or pursuant to the Act.

 

34. Upon removal from office by a resolution passed pursuant to clause 33 or occurring pursuant to clause 38, a Councillor shall cease to hold any office to which he or she has been appointed by the Council.

 

35. The Council shall have power at any time to appoint an eligible member to be a Councillor, to fill a vacancy created by a resolution pursuant to clause 33 or occurring pursuant to clause 38 and that member shall (subject to Section 201H(3) of the Act) hold office as a Councillor for the remainder of the term of the Councillor whose vacant position the eligible member fills.

 

36. (i) No Councillor shall be disqualified by his or her office from contracting with or holding any other office under the Society, nor shall any such contract or any contract entered into by or on behalf of the Society in which any Councillor shall be in any way interested be avoided, nor shall any Councillor so contracting or being so interested be liable to account to the Society for any profit realised by any such contract, by reason only of such Councillor holding that office or of the fiduciary relationship thereby established. The nature of any interest must be disclosed by a Councillor at the meeting of Council at which the contract is determined on if his or her interest then exists and has not been disclosed in accordance with the Act, or in any other case at the first meeting of the Council after the interest arises.

(ii) No employee of the Society shall be entitled to be elected as a Councillor.

 

37. A Councillor may not vote in respect of any contract or arrangement in which he or she is interested and may not be counted for the purpose of any resolution regarding the same in the quorum present at the meeting and may not participate in the execution of any instrument by or on behalf of the Society whether through signing or sealing the same or otherwise.

 

38. The office of Councillor shall also become vacant if the Councillor:

 (a) becomes bankrupt or makes any arrangement or composition with his or her creditors generally;

 (b) 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

 (c) resigns his or her office by notice in writing to the Secretary of the Society at the office.

 

PROCEEDINGS OF COUNCIL

 

39. The Councillors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit but shall meet on no fewer than six (6)  occasions in each calendar year.  Notice of a meeting of Council may be given to any Councillor using any technology consented to by that Councillor. A Councillor may only withdraw such consent within a reasonable period before a meeting.  Any three (3) Councillors may at any time call a meeting of Council and the Secretary shall on the requisition of three (3) Councillors call a meeting of Council.

 

40. Subject to this Constitution questions arising at any meeting of Council shall be decided by a majority of the votes of those present and voting.  A determination by a majority of Councillors shall for all purposes be deemed a determination of the Council.  In the determination of any question the Chairperson shall have a deliberative vote and in the event of an equality of votes shall also have a casting vote.

 

41. The quorum for a meeting of Council shall be one half of the total number of Councillors then holding office plus one, rounded up to the next whole number.

 

42. The continuing Councillors may act notwithstanding any vacancy in their body, but if and so long  as their number is reduced below that fixed by or pursuant to this Constitution as the necessary quorum of Councillors, the continuing Councillors or Councillor may act for the purpose of increasing the number of Councillors to that number or of summoning a general meeting but for no other purpose.

 

43.  All acts done by any meeting of the Council or of a Committee of Council or by any person acting as a Councillor shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such Councillor or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Councillor.

 

44. The Council may establish committees and may appoint the members of all committees.  The committees, including the Executive, may exercise any functions of the Council which the Council thinks fit to delegate to such committees.

 

ACCOUNTS

 

45. The Council shall cause to be kept such proper accounting and other records as will sufficiently explain the transactions and financial position of the Society and enable true and fair profit and loss statements and balance sheets and any documents required to be attached thereto to be prepared from time to time and shall cause those records to be kept in such manner as to enable them to be conveniently and properly audited.

 

46. Subject to the Act, the Council shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounting and other records of the Society or any of them shall be open to the inspection of members not being Councillors.  No member, not being a Councillor, shall have any right of inspecting any account or book or document of the Society except as conferred by statute or authorised by the Council or by the Society in a general meeting.

 

AUDIT

 

47.  Auditors shall be appointed and their duties regulated in accordance with the Act.  They may be removed in accordance with the Act.

 

NOTICES

 

48.  A notice may be given by the Society to any person either personally or by sending it by post to him or her at their registered address.  Where a notice is sent by post, service of the notice shall be deemed to have been effected by  properly addressing, pre-paying and posting a letter containing the notice, and to have been effected, in the case of a notice of meeting, on the date after the date of its posting, and, in any other case, at the time at which the letter would be delivered in the ordinary course of the post.

 

49. Written notice of every general meeting shall be given in any manner hereinbefore authorised to:

(a) every member having the right to vote thereat; and

(b) the Auditor for the time being of the Society.

 

50. No other person shall be entitled to receive notices of general meetings.

 

WINDING UP

 

51. If upon the winding up or dissolution of the Society there remains after satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid to or distributed among the members of the Society but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Society and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Society under or by virtue of this Constitution.  Such institution or institutions shall be determined by a general meeting at or before the time of dissolution.  If and so far as effect cannot be given to the aforesaid provision then such property shall be given to some charitable object.

 

 

OFFICERS:  INDEMNITIES AND INSURANCE

 

52. To the extent permitted by law:

 (a)  every person who is or has been an Officer of the Society will be indemnified out of the property of the Society against any liability for costs and expenses incurred by that person in defending any proceedings in which the Society’s interests are being contested and in which judgement is given in that person’s favour, or in which the person is acquitted, or in connection with an application in relation to any proceedings in which the Court grants relief to the person under the Act;  and

 (b) every person who is or has been an Officer of the Society will be indemnified out of the property of the Society against any liability to another person (other than the Society or a related body corporate of the Society) where the liability is incurred by the Officer for or on behalf of the Society in his or her capacity as an Officer of the Society

PROVIDED THAT this indemnity shall not apply where the liability arises out of conduct involving a lack of good faith.

 

53. To the extent permitted by law the society may pay, or agree to pay, a premium in respect of a contract insuring a person who is or has been an Officer of the Society against a liability:

 (a) incurred by the person in his or her capacity as an Officer of the Society  PROVIDED THAT the liability does not arise out of conduct involving a wilful breach of duty in relation to the Society or a contravention of sections 232(5) or (6) of the Act;  or

 (b) for costs and expenses incurred by that person in defending proceedings, whatever their outcome.

 

54.  In  clauses 52 and 53 the term ‘Proceedings’ means any proceedings, whether civil or criminal, in which it is alleged that the person has done or omitted to do some act, matter or thing in his or her capacity as an Officer of the Society, including proceedings alleging that he or she was guilty of negligence, default, breach of trust or breach of duty in relation to the Society.