Adopted 17 May 1999
Amended 29 November 1999
Amended 21 November 2000
Amended 13 November 2001
Amended 12 June 2002
Amended 19 July 2006
Amended 6 March 2012
Amended 24 April 2014
Amended 19 July 2023
Amended 29 September 2025
- Name 3
- Definitions 3
- Aims and Objectives 3-4
- Membership 4
(A) General
(B) Application for Membership
(C) Register of Members
(D) Membership Fees
(E) Life Membership
(F) Membership Entitlements Not Transferable
(G) Cessation of Membership
(H) Membership Liabilities
(I) Equality of Membership - General Meetings 5-7
(A) Annual General Meeting
(B) Extraordinary General Meeting
(C) Notice of General Meetings
(D) Proceedings at General Meetings - The Management Committee 7-9
(A) Powers of the Committee
(B) Constitution of the Committee
(C) Election of the Committee
(D) Meetings and Quorums
(E) Appointment of Sub-Committees
(F) Voting and Decisions
(G) Executive
(H) Postal or Electronic Ballots - Office Bearers 9-10
(A) President
(B) Vice-President
(C) Secretary
(D) Treasurer - Insurance 10
- Suggestions/Complaints 10-11
(A) Suggestions
(B) Complaints - Dissolution 11
- Common Seal 11
- Miscellaneous 12
- Alterations to Constitution 12
- Inspection of Records and Books 12
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U3A NAMBUCCA VALLEY ASSOCIATION INCORPORATED
CONSTITUTION - NAME
The name of the Association (hereinafter called ‘the Association’) shall be U3A Nambucca Valley
Association Incorporated. - DEFINITIONS
(A) In this Constitution, unless the contrary intention appears:
(i) “Committee” means the Management Committee of U3A Nambucca Valley
Association Incorporated, as elected according to clause 5(A)(ii)(d) of this
Constitution
(ii) “Financial Year” means the year ending 31 December
(iii) “General Meeting” means an Annual General Meeting or an Extraordinary General
Meeting convened in accordance with clauses 5(A) to (C)
(iv) “Members” means current financial members of U3A Nambucca Valley Association
Incorporated and includes Life Members, as conferred according to clause 4(E)
(v) “Office Bearer” is a member of the Committee who has been elected by the
Committee to be an officer of U3A Nambucca Valley Association Incorporated under
clause 7
(vi) “Committee Meeting” means the meetings of the Committee convened under clause
6(D)(i) or a Special Committee Meeting convened under clause 6(D)(iii).
(B) Interpretation:
Words or expressions contained in this Constitution shall be interpreted in accordance with
the provisions of the Acts Interpretation Act 1958, as amended. - AIMS AND OBJECTIVES
(A) The objects of the Association shall be:
(i) To provide on-going learning programs of a stimulating and educational nature for
older people
(ii) To create an organisation in which there is no distinction (in terms of its membership)
between those who teach and those who learn
(iii) To adhere to a principle of mutuality, ie. wherever possible activities/contributions
(with the exception of membership fees) be voluntary and freely given by members of
the organisation to their fellow members
(iv) To make use of members’ own skills and abilities to teach and learn together
(v) To work against ageist concepts and stereotypes, by making others aware of the
intellectual, cultural and aesthetic potential of older adults
(vi) To exchange ideas and resources with other U3As, interstate and overseas
(vii) To support and encourage the establishment of similar institutions in other parts of
Australia
(viii) The Association shall be non-political and non-sectarian.
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(B) Guiding principles:
(i) Members will be encouraged to assist in the operation of the Association
(ii) Members will receive no payment for contributions as tutors, discussion leaders,
convenors or organisers. There may be occasions when the services of non-members
with particular expertise will be required, in which case some payment may be
necessary, as approved by the Committee
(iii) Persons will not be prevented from joining because of age. Younger members will
need to recognise that the needs and interests of Third Age persons will take
precedence
(iv) Annual Membership Fees principally finance the Association. Fee levels are kept as
low as possible to enable access by persons on limited incomes
(v) The Association will avoid outside support which is conditional, or may compromise
independence
(vi) The program of activities will be as wide as the human resources of its membership
permits
(vii) No qualifications are needed in any area of participation. Certification of course
completion will not be issued
(viii) The Association is a non-profit organisation
(ix) Subject to any resolution passed by the Association in General Meeting, the funds of
the Association shall be used only in pursuance of the Objects of the Association, in
such manner as the Committee determines. - MEMBERSHIP
(A) General:
(i) Membership of the Association is generally open to retired or semi-retired persons,
however the Committee may at its discretion approve an application from a person
who is not retired or semi-retired
(ii) Enrolment in courses is subject to prior payment of the Annual Membership Fee.
(B) Application for Membership:
Application shall be on the form approved by the Committee.
(C) Register of Members:
(i) A Register of Members of the Association shall be established and maintained
(ii) The Register of Members shall be open for inspection by any member of the
Association, at any reasonable hour, free of charge.
(D) Membership Fees:
(i) A member of the association must pay an annual membership fee as set by the
committee from time to time
(ii) This annual fee is due upon becoming a member or renewing a membership and
covers the period to 31 December and is payable prior to any course attendance
(iii) Payment of the membership fee entitles members to enrol in as many courses as
they wish during the calendar year
(iv) New members joining after 30 June shall pay no less than 50% of the Annual
Membership Fee as required under Clause (D)(i)
(v) In addition to any amount payable by the member under Clause (D) (i) a member may
be required to pay course fees as determined by the committee.
(E) Life Membership:
Life Membership may be conferred at the discretion of the Committee.
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(F) Membership Entitlements Not Transferable:
A right, privilege or obligation which a person has, by reason of being a member of the
Association:
(i) is not capable of being transferred to another person, and
(ii) terminates on cessation of the person’s membership.
(G) Cessation of Membership:
A person ceases to be a member of the Association, if the person:
(i) fails to pay his or her Annual Membership Fee by the due date
(ii) is expelled from the Association by a 75% majority decision of all Committee
Members, under clause 9(B)(iv)(c)
(iii) resigns his/her membership.
(H) Member’s Liabilities:
The liability of a member of the Association 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, is limited to the amount, if any, unpaid by the member in respect of
membership of the Association as required by clauses 4(D)(i) and (ii).
(I) Equality of Membership:
No member or group of members shall be allowed an advantage or preferential treatment in
any matter whatsoever, which is not equally and freely available to all other members, unless
such preference is available by Statute or Common Law. - GENERAL MEETINGS
(A) Annual General Meeting:
(i) The Annual General Meeting of the Association shall be convened at least once in
each calendar year, on such date and at such time as the Committee may decide, but
no later than 31 March.
(ii) The business of the Annual General Meeting shall be:
(a) To confirm the minutes of the previous Annual General Meeting, and of any
Extraordinary General Meeting held since that Meeting
(b) To receive the President’s Annual Report and audited financial statements for
the financial year
(c) To receive from the Committee, reports upon the activities of the Association
during the preceding year
(d) To elect the Committee for the ensuing year
(e) To appoint an independent accountant as auditor for the forthcoming
financial year
(f) To consider any business of which prior notice has been given under clause
5(C)(ii).
(B) Extraordinary General Meeting:
(i) The Committee may convene an Extraordinary General Meeting of the Association
(ii) The Committee shall, on the requisition in writing of not less than 10% of the total
number of members, convene an Extraordinary General Meeting within 2 months of
receipt of the requisition
(iii) The requisition for an Extraordinary General Meeting under clause 5(B)(ii), shall state
the objects of the Meeting, shall be signed by the members making the requisition,
and shall be sent to the Association’s address.
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(C) Notice of General Meetings:
(i) The Secretary shall, at least 14 days before the date fixed for holding a General
Meeting, notify each member in writing of the date, time and place of the Meeting
and the nature of the business to be transacted at the Meeting
(ii) A member desiring to bring any business before a Meeting shall, at least 21 days
before that Meeting, give notice of that business in writing to the Secretary, who
shall add the item(s) to the Agenda
(iii) No business other than that set out in the notice convening the Meeting, or
submitted in accordance with clause 5(C)(ii), shall be transacted at the Meeting
(iv) Provided notice of any Meeting shall have been duly sent in accordance with clause
5(C)(i), the non-receipt of notice of Meeting by any member entitled to receive
notice, shall not invalidate the proceedings of any Meeting
(v) Public notice is to be published at least 14 days prior to the calling of all General
Meetings.
(D) Proceedings at General Meetings:
(i) Chairperson:
(a) The President shall preside as Chairperson at each General Meeting
(b) If the President is absent from the General Meeting, or is unwilling to act, the
Vice-President shall preside
(c) If the President and Vice-President are absent from the General Meeting, or
are unwilling to act, the members present shall elect one of their number to
be the Chairperson at that meeting.
(ii) Quorum:
(a) No item of business shall be transacted at General Meetings unless a quorum
of 20 members entitled to vote is present, or by proxy, during the time when
the Meeting is considering that item
(b) If, within half an hour after the appointed time for the commencement of a
General Meeting, a quorum is not present, the Meeting, if convened under
clause 5(B)(ii), shall be abandoned, and in any other case shall stand
adjourned to a date to be fixed.
(iii) Adjournment:
(a) The Chairperson of a General Meeting at which a quorum is present may, with
the consent of the Meeting, adjourn the Meeting from time to time and place
to place, but no business shall be transacted at an adjourned Meeting other
than the business left unfinished at the adjourned Meeting
(b) Where the Meeting is adjourned for 21 days or more, a like notice of the
adjourned Meeting shall be given as in the case of a General Meeting.
(iv) Voting:
(a) Only financial members and honorary members are entitled to vote at any
Meeting
(b) At a General Meeting each member has one vote only, either in person or by
proxy, with the exception stated in clause 5(D)(iv)(c) below
(c) In the case of an equal vote, the Chairperson of the meeting may exercise a
casting vote
(d) A question arising at a General Meeting shall be determined on a show of
hands. The record of such determination in the Minutes is evidence of the
fact.
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(v) Poll:
(a) If, at a General Meeting, a poll on any question is demanded by not less than 3
members:
(a) it shall be taken at that Meeting in such manner as the Chairperson
may direct, and the resolution of the poll shall be deemed to be a
resolution of the Meeting on that question; and
(b) it shall take place forthwith.
(vi) Proxy:
(a) Each member shall be entitled to appoint another member as his/her proxy by
notice given to a member before the time of the Meeting in respect of which
a proxy is appointed
(b) The notice appointing the proxy shall be in a form approved by the Committee
(c) No member may hold more than 5 proxies. - THE MANAGEMENT COMMITTEE
(A) Powers of the Committee:
(i) The Committee shall be subject to these Aims, Objectives and Rules
(ii) Management of the Association is vested in the Committee, and it shall implement
whatever action is necessary to achieve the Objectives of the Association within the
framework of this Constitution, or otherwise as directed by a General Meeting, by
Notice of Motion under clause 5(B)(iii) or clause 5(C)(ii).
(B) Constitution of the Committee:
(i) The Committee shall consist of ten members being four office bearers and six
ordinary members
(ii) The office bearers shall be those committee members who have been elected by the
committee into the positions detailed under clause 7
(iii) Those committee members who are not office bearers may be appointed to such
other positions as the committee may deem appropriate from time to time
(iv) The Committee shall appoint a public officer.
(C) Election of the Committee:
(i) Election of the Committee shall take place at the Annual General Meeting of the
Association
(ii) Any member of the Association shall be eligible to stand for election to the
Committee
(iii) (a) Each member of the committee shall hold office until the close of the next
Annual General Meeting following the date of the member’s election, or
otherwise as decided under clause 6(C)(xii) or 6(C)(xv) but is eligible for reelection
(b) The maximum term that a committee member can be elected to the
Committee is six consecutive Annual General Meeting elections.
(iv) Any two members of the Association may propose nomination of any person for
election to the Committee. Such nomination shall be in writing, on a form approved
by the Committee, and bear the signatures of the proposers, together with the
consent thereto of the nominee
(v) A member of the Association may nominate himself or herself as a candidate for
election or re-election to the Committee; such nomination must also be seconded
according to clause 6(C)(iv) and otherwise follow the requirements of clause 6(C)(iv)
Page 8 of 12
(vi) Nominations may be received by the Chairperson up to the time of commencement
of the Annual General Meeting
(vii) If insufficient nominations are received to fill all the vacancies on the Committee, the
candidates nominated shall be deemed to be elected, any vacant positions remaining
shall be deemed to be casual vacancies, and may be filled from the floor
(viii) If the number of nominations is equal to the number of positions to be filled, the
persons nominated shall be deemed to be elected
(ix) If the number of nominations exceeds the number of positions to be filled, a ballot
shall be held, in a form as approved by the Chairperson
(x) No person employed by the U3A in a full-time capacity shall be eligible for election to
the Committee, and no such persons shall be co-opted as a member of the
Committee. Such person or persons may be invited to take part in a Committee
meeting but shall not have any right to vote on any matter before the Committee
(xi) The Committee may fill any casual vacancy. A person chosen to fill such vacancy shall
retire at the next Annual General Meeting in accordance with clause 6(C)(iii)
(xii) The Association in General Meeting, which may be called specifically for that purpose,
may, by Special Motion, of which notice has been given under clause 5(B)(iii), remove
any member, or members of the Committee, or the whole Committee, before the
expiration of their current term of office, and may, by ballot conducted under the
provisions of this Constitution, elect another person, or persons, or the whole of the
Committee as the case may be, in his/her/their stead, such election being carried out
according to clauses 6(C)(vii)(viii)(ix) and (xiii)
(xiii) A Returning Officer, who is a financial or honorary member of the Association, but is
not a candidate for the committee, shall be appointed by the Chairperson to conduct
any ballot required under clauses 5(D)(v), 6(C)(ix), 6(C)(xii) or which may be called for
under clauses 9(B)(vii), 10(A) and 13(C)
(xiv) All positions on the Committee shall be honorary
(xv) In the event that any Committee member fails to attend three consecutive
Committee meetings and during that time fails to obtain leave of absence from the
Committee, the Committee may by resolution remove that person from the
Committee.
(D) Meetings and Quorum:
(i) The Committee shall meet at least six times in each period of twelve months at such
place and time as the Committee may determine
(ii) The first meeting of the newly elected Committee shall be held within one month
after the Annual General Meeting and the first items of business will be:
(a) The election of office bearers, and
(b) The appointment of three authorised signatories for financial transactions
under Clause 7(D)(ii), and
(c) The appointment of the Public Officer
(iii) The President may, at any time, and the Secretary shall, upon request of not less than
three members of the Committee, convene a Special Meeting of the Committee
(iv) Oral or written notice of all meetings of the Committee shall be given by the
Secretary to each member of the Committee at least forty-eight hours (or such other
period as may be unanimously agreed upon by the members of the Committee)
before the time appointed for the holding of the meeting
(v) Notice of the meeting given under clause 6(D)(iv) shall specify the general nature of
the business to be transacted at the meeting
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(vi) Any four members of the Committee constitute a quorum for the transaction of the
business of a meeting of the Committee
(vii) No business shall be transacted by the Committee unless a quorum is present and if,
within half an hour of the appointed time for the meeting, if called under clause
6(D)(i) a quorum is not present, the meeting stands adjourned to the same place,
hour and day of the following week
(viii) If, at the adjourned meeting, a quorum is not present within half an hour of the time
appointed for the meeting, all business will be conducted by the Executive under
clause 6(G)
(ix) If a quorum is not present within half an hour of the time appointed for the Special
Committee Meeting called under clause 6(D)(iii), the meeting shall be abandoned
(x) At a meeting of the Committee the President shall preside. In the President’s
absence, the Vice-President shall preside. In the absence of the President and VicePresident, or should they be unwilling to act, such one of the remaining members of
the Committee as may be chosen by the members present at the meeting shall
preside.
(E) Appointment of Sub-Committees:
(i) The Committee may form Sub-Committees as required
(ii) The President is an ex-officio member of all Sub-Committees
(iii) All Sub-Committees shall report to the next regular Committee Meeting held under
clause 6(D)(i), on all business effected at their meetings
(iv) The term of any sub-committee shall terminate at the conclusion of its appointed
task or may be terminated at any time by resolution of the Committee.
(F) Voting and Decisions:
(i) Questions arising at a meeting of the Committee, or of any Sub-Committee appointed
by the Committee, shall be determined by a majority of the votes of the members of
the Committee or Sub-Committee present at the meeting
(ii) Each member present at a meeting of the Committee, or of any Sub-Committee
appointed by the Committee (including the person presiding at each meeting), is
entitled to one vote but, in the event of any equality of votes on a question, the
person presiding may exercise a second casting vote.
(G) Executive:
The Executive shall consist of the President, the Vice President, the Secretary and the
Treasurer and any three of these persons personally present shall constitute a quorum. In
the case of an emergency, or when it is, in the reasonable opinion of the President,
impractical to convene a meeting of the Committee to deal with a matter of business, the
Executive is empowered to take whatever action is deemed necessary, and the Secretary
shall table at the next Committee Meeting held under Clause 6(D)(i) a report on the action
taken, for ratification or otherwise.
(H) Postal Or Electronic Ballots:
The Association may hold a postal or electronic ballot, as determined by the Committee. A
Returning Officer, independent of the result of any such ballot, shall be appointed by the
Committee for its conduct. - OFFICE BEARERS
(A) President:
The President shall act as Chairperson at each General Meeting and Committee Meeting of
the Association.
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(B) Vice-President:
The Vice-President shall act as Chairperson in the absence of the President.
(C) Secretary:
The Secretary shall keep accurate records of
(i) all proceedings of the Association
(ii) the Annual General Meeting under clause 5(A)(i)
(iii) all Extraordinary General Meetings under clause 5(B)
(iv) all meetings of the Committee under clause 6(D)(i)
(v) all Special Meetings of the Committee under clause 6(D)(iii)
(vi) the Constitution of the Association, as amended from time to time
(vii) the file of correspondence representing the proceedings of the Association
(viii) the Committee membership including each member’s full name, residential address
and date of birth.
(D) Treasurer:
(i) The Treasurer shall ensure that
(a) an appropriate receipt is issued as soon as practicable after receiving all
moneys
(b) all moneys received by the Association are paid into an account in the
Association’s name
(c) correct books of account are kept, showing the financial affairs of the
Association
(d) the books of account are available for inspection by any member of the
Association at any reasonable hour, free of charge
(e) the books of account are audited by the Auditor appointed under clause
5(A)(ii)(e) in due time for the Annual General Meeting
(f) the audited report is presented to the next Annual General Meeting following
the close of the financial year
(g) the membership of the Association is kept in a permanent register of
members as under clause 4(C)(i).
(ii) Payments shall be by
(a) cheque signed by any two of the signatories authorised by the Committee; or
(b) direct debit or Bpay; or
(c) a Petty Cash system for individual expenditure less than $50
(iii) Expenditure in excess of $500 shall be authorised by the Committee. - INSURANCE
The Association shall affect and maintain adequate insurance against all appropriate risks and as
required by law. - SUGGESTIONS/COMPLAINTS
(A) Suggestions:
(i) The Association welcomes constructive suggestions to improve the operations of the
Association
(ii) All suggestions should be in writing and be delivered to the Secretary who shall table
such suggestions at the next meeting of the Committee, for such action as the
Committee may decide.
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(B) Complaints:
(i) Any member(s) with a grievance against another member(s) must state same in
writing to the Committee, who shall list the grievance for discussion at the next
Committee Meeting. The Committee may refuse to deal with a complaint if the
Committee considers the complaint to be trivial or vexatious
(ii) If the Committee decides to deal with the complaint, the member(s) with a grievance
shall be invited to attend the next Committee Meeting to discuss the grievance
(iii) The member(s) complained about under clause 9(B)(i) shall be invited to attend the
Committee Meeting called under clause 9(B)(ii)
(iv) In the event of one party to the grievance being a member of the Committee, that
party must step down from the Committee during the initial discussion and any
subsequent discussions of the grievance by the Committee
(v) The Committee shall hear both sides of the grievance. Its decision may involve:
(a) no action being taken; or
(b) either or both members being suspended for a period to be decided by the
Committee; or
(c) either or both members being expelled from the Association from a date to be
decided by the Committee
(vi) The Committee must inform the parties of the Committee’s decision in writing within
seven (7) days of the hearing
(vii) If a dispute still exists subsequent to the hearing, the aggrieved member(s) may
appeal to the Association in an Extraordinary General Meeting, which appeal must be
lodged in writing with the Committee within seven (7) days of receiving the
notification of the Committee’s decision
(viii) The Extraordinary General Meeting under clause 9(B)(vii) shall be called within 28
days of the receipt of the appeal. All relevant parties to the dispute will be invited to
state their case
(ix) The decision of the Extraordinary General Meeting shall be final
(x) In the event of a grievance between members of the Committee, the matter shall be
referred to a community justice centre for mediation in accordance with the
Community Justice Centres Act 1983. - DISSOLUTION
(A) Majority Vote:
The Association may be dissolved by a three-quarters (75%) majority vote of members
present at an Extraordinary General Meeting convened for the purpose under clause 5(b)(i)
to (iii).
(B) Disposal of Assets:
Upon dissolution, all assets and funds of the Association, after payment of all expenses and
liabilities, shall be disposed of to a Nambucca Valley charity nominated by the Committee. - COMMON SEAL
(A) The Common Seal of the Association shall be kept in the custody of the Public officer
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(B) The Common Seal shall not be affixed to any instrument except by the authority of the
Committee, and the affixing of the Common Seal shall be attested by the signatures either of
two (2) Members of the Committee or of one (1) Member of the Committee and of the Public
Officer or President. - MISCELLANEOUS
Cessation of Course Leadership:
Upon the majority decision of students in a particular Course and a 75% majority decision of all
Committee Members, a Course Leader shall cease to be the Leader for that Course. - ALTERATIONS TO THE CONSTITUTION
This Constitution may be altered or amended only by a Notice of Motion:
(A) of which prior notice has been given to all members entitled to attend and vote at a General
Meeting of the Association under clause 5(C)(i)
(B) with voting taken at the Annual General Meeting held under clause 5(A)(i) or an
Extraordinary General Meeting under clause 5(B)(i) to (iii) convened for that purpose
(C) which is passed by a three quarters (75%) majority of financial members of the Association
present or voting by proxies. - INSPECTION OF RECORDS AND BOOKS
(A) The following documents must be available for inspection, free of charge, by members of the
Association at a reasonable time:
(i) This constitution
(ii) minutes of Committee meetings and general Meetings of the Association for the past
3 calendar years, and
(iii) records, books and other documents relating to the Association for the past 3
calendar years.
(B) A member may inspect a document referred to in subclause (A):
(i) in hard copy, or
(ii) in electronic form, if available.
(C) A member may obtain a hard copy of a document referred to in subclause (A) on payment of
a fee of not more than $5, or as determined by the Committee, for each page copied.
(D) The Committee may refuse to allow a member to inspect or obtain a copy of a document
under this Clause:
(i) that relates to confidential, personal, commercial, employment or legal matters, or
(ii) if the Committee considers it would be prejudicial to the interests of the Association
for the member to do so