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Source: http://www.saadv.com.au/saadv-constitution02e.html.

Last updated: 04.09.2008, 06:32

     

Overview: Constitution Of The SA German Association (2/2)

 

 

7.

 

The Seal

 

8.

 

General Meetings

 

9.

 

Minutes

 

10.

 

Dispute Resolution

 

11.

 

Financial Reporting

 

12.

 

Prohibition Against Securing Profits or Members

 

13.

 

Winding Up

 

14.

 

Application of Surplus Assets

 

15.

 

Rules

 

16.

 

Internal Matters

 

17.

 

Entry into Force

 

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7. The Seal

 

 

 

The Association shall have a common seal upon which its corporate name shall appear in legible characters. The seal shall not be used without the express authorisation of the committee, and every use of the seal shall be recorded in the minute book of the Association. The affixing of the seal shall be witnessed by the chairperson and secretary of the Association.

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8. General Meetings

 

 

 

8.1

Annual General Meetings

a.

 

The management committee shall call an annual general meeting in accordance with the Act and these rules. (8.6)

b.

 

The order of business at the meeting shall be:

1.

 

The confirmation of the minutes of the previous general meeting and of any special general meeting held since that meeting.

2.

 

Reports.

3.

 

The election of the President, Vice Presidents, Secretary, Treasurer and other committee members.

4.

 

The appointment of auditors.

8.2

Half-yearly General Meeting

a.

 

The setting of new joining fees and yearly subscriptions.

b.

 

The authorisation of a budget limit per item for the management committee.

8.3

Special General Meeting

a.

 

Special general meetings may be convened by the management committee if special circumstances make it necessary, i.e., the changing of the constitution, dissolution of the Association, sale, lease or alteration of the executive powers over the possessions of the Association or the issuing of shares or debentures.

b.

 

When at least twenty (20) members with voting rights make a written and signed application and state their reasons, the management committee must on of the receipt of the requisition call a special general meeting within one month for the purpose specified in the requisition.

c.

 

Every requisition for a special general meeting shall be signed by the relevant members and shall state the purpose of the meeting.

   

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d.

 

If a special general meeting is not convened within one month, as required by 8.3b, the requisitionists, or at least 50% of their number, may convene a special general meeting. Such a meeting shall be convened in the same manner as nearly as practical as a meeting convened by the management committee, and for this purpose the management committee shall ensure that the requisitionists are supplied free of charge with particulars of the members entitled to receive a notice of the meeting. The reasonable expenses of convening and conducting such a meeting shall be borne by the Association.

8.4

Notice of General Meetings

a.

 

Subject to 8.3b, at least 14 days notice of any general meeting shall be given to members. The notice shall set out when and where the meeting will be held, and particulars of the nature and order of the business to be transacted at the meeting.

b.

 

Notice of a meeting at which a special resolution is to be proposed shall be given at least 21 days prior to the date of the meeting.

c.

 

A notice may be given by the Association to any member by posting the notice of the meeting in a public place within the Association, and by placing a notice in the Association's Newsletter "Das Band", or by serving the member with the notice personally, or by sending it by post to the address appearing in the register of members (see rule 5.7) Where a notice is sent by post:

The service is effected by properly addressing, prepaying and posting a letter or packet containing the notice; and

Unless the contrary is proved, service will be taken to have been effected at the time at which the letter or packet would be delivered in the ordinary course of the post.

   

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8.5

Proceedings at General Meetings

a.

 

A quorum has been formed when at least 7% of the members with voting rights are present.

b.

 

If within 30 minutes after the time appointed for the meeting a quorum of members is not present, a meeting convened upon the requisition of numbers shall lapse.

c.

 

If the meeting does not form a quorum a new general meeting is to be called, however, not before a time lapse of 28 days. This meeting will be deemed to have formed a quorum irrespective of the number of members with voting rights present.

d.

 

Subject to 8.5e the chairperson shall preside as chairperson at a general meeting of the Association.

e.

 

If the chairperson is not present within five minutes after the time appointed for holding the meeting, or he or she is present but declines to take or retires from the chair, the members may choose a management committee member or one of their own number to be chairperson at that meeting.

f.

 

In procedural matters Renton Rules of Meetings will apply.

8.6

At all General Meetings

a.

 

Acceptance of the minutes of the previous meeting.

b.

 

Report of the President, Secretary and Treasurer and the Trustees.

c.

 

Motions.

d.

 

Any Other Business.

e.

 

In all General Meetings the Chairperson shall:

1.

 

Open and close the meeting and conduct it in a parliamentary manner.

2.

 

Be wholly responsible for the course of the meeting and may use all parliamentary measures at their disposal, i.e. they may withdraw leave to speak, limit the time of speaking, exclude individuals from the meeting (with proper reason) and if need be, dissolve or adjourn the meeting.

3.

 

The chairperson shall have the right to adjourn the decision on a particularly important and far-reaching motion until the next general meeting.

   

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8.7

Voting at General Meetings

a.

 

Subject to these rules, every member of the Association has only one vote at a meeting of the Association.

b.

 

Subject to these rules, a question for decision at a general meeting, other than a special resolution, must be determined by a majority of members who vote in person, or where proxies are allowed, by proxy, at that meeting.

c.

 

Unless a poll is demanded by at least ten members, a question for decision at a general meeting must be determined by a show of hands.

d.

 

Members with voting rights who take part in a general meeting will have their names recorded.

e.

 

In secret ballots at least two scrutineers must be appointed.

8.8

Poll at General Meetings

If a poll is demanded by at least five members, it must be conducted in a manner specified by the person presiding and the result of the poll is the resolution of the meeting on that question.

8.9

Special and Ordinary Resolutions

a.

 

A special resolution is a special resolution as defined in the Act.

b.

 

An ordinary resolution is a resolution passed by a simple majority at a general meeting.

8.10

Proxies

A member shall be entitled to appoint in writing a natural person who is also a member of the association to be their proxy, and attend and vote at any general meeting of the Association. The proxy notice must be handed to the Secretary prior to the meeting.

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9. Minutes

 

 

 

a.

 

Proper minutes of all proceedings of general meetings of the Association and of meetings of the management committee, shall be entered within one month after the relevant meeting in minutes books kept for that purpose.

b.

 

The minutes kept pursuant to this rule must be confirmed by the members of the Association or the members of the management committee (as relevant) at a subsequent meeting.

c.

 

The minutes kept pursuant to this rule shall be signed by the chairperson of the meeting at which the proceedings took place or by the chairperson of the next succeeding meeting at which the minutes are confirmed.

d.

 

Where minutes are entered and signed they shall, until the contrary is proved, be evidence that the meeting was convened and duly held, that all proceedings held at the meeting shall be deemed to have been duly held, and that all decisions made at a meeting shall be deemed to be valid.

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10. Dispute Resolution

 

 

 

a.

 

The dispute resolution procedure set out in this rule applies to disputes under these Rules between

1.

 

A member and another member.

2.

 

A member and the Association.

b.

 

The parties to the dispute must meet and discuss the matter in dispute, and, if possible resolve the dispute within 14 days after the dispute comes to the attention of all of the parties.

c.

 

If the parties are unable to resolve the dispute at the meeting the parties may choose to meet and discuss the dispute before an independent third person agreed to by the parties.

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11. Financial Reporting

 

 

 

11.1

Financial Year

The financial year shall be a period of twelve months commencing of 1 July and ending of 30 June of each year.

11.2

Accounts to be Kept

a.

 

The Association shall keep and retain such accounting records as are necessary to correctly record and explain the financial transaction and financial position of the Association in accordance with the Act.

b.

 

Bank cheques. No more than five members of the management committee shall have the right to sign cheques. On any cheque of the Association three signatures shall be required.

11.3

Accounts and Reports to be Laid Before Members

The accounts, together with the auditor's report on the accounts, the management committee's statement and the management committee's report, shall be laid before members at the annual general meeting.

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12. Prohibition Against Securing Profits or Members

 

 

 

a.

 

The income and capital of the Association shall be applied exclusively to the promotion of its objects and no portion shall be paid or distributed directly or indirectly to members of their associates except as bona fide remuneration of a member for services rendered or expenses incurred on behalf of the Association.

b.

 

Leasing, exchange or any other alteration in exercising the right of ownership of the Association's real property or the taking out of a mortgage, can only be carried out at an extraordinary general meeting.

c.

 

Shares or debentures (not secured by mortgage) from members in order to raise finance for the maintenance, extension or alteration or for the purchase of fixtures for the Association may be issued by the management committee with the authorisation of the members.

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13. Winding Up

 

 

 

Any winding up of the Association will be held at a special general meeting. A quorum at this meeting will be 50% of the membership. However should a quorum not be obtained then 8.5c applies. A 2/3 majority vote will apply.

The Association may be wound up in the manner provided for in the Act.

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14. Application of Surplus Assets

 

 

 

a.

 

If after winding up of the Association there remains "surplus assets" as defined in the Act, such surplus shall be istributed to any non profit organization which has similar objects and has rules which prohibit the distribution of its assets and income to its members.

b.

 

Such non profit organization or organizations shall be identified and determined by a resolution of members in a general meeting.

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15. Rules

 

 

 

a.

 

These rules may be altered by special resolution of the members of the Association. This includes decision or replacement by substitute rules.

b.

 

The alteration shall be registered with the Office of Consumer and Business Affairs, Corporate Affairs and Compliance Branch, as required by the Act.

c.

 

The registered rules shall bind the Association and every member to the same extent as if they have respectively signed and sealed them, and agreed to be bound by all of the provisions thereof.

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16. Internal Matters

 

 

 

a.

 

The constitution shall be written in the English and German language, properly documented and printed with the English language version by law being the definitive document. Both general and management committee meetings of the Association may be held in either the German or English language. Written documents in financial and business matters concerning the Association must be written in English.

b.

 

Employees of the Association (Membership). Employees of the Association may have full speaking and voting rights.

c.

 

Special resolutions can only be decided with a 2/3 majority at an extraordinary general meeting.

d.

 

Special awards for members. A member may be awarded a Silver or Gold Honour badge at the Foundation Day of the Association by the recommendation of the President, vice president and secretary.

e.

 

The Management Committee, Honorary members and their partners have the right of free entry to any event of the Association.

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17. Entry into Force

 

 

 

This Constitution replaces the Constitution effective since the 13th March 1994 and shall itself take effect from the 21st day of October 2001.

Given under my hand on behalf of the S. A. German Association

Elke B Pfau, President

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German Club

223 Flinders Street, Adelaide SA 5000

     
     

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Last updated: 2008-09-04, 06:32