Name
The name of the Association is Darwin Masonic Precinct Incorporated operating as
Darwin Masonic Precinct. (abbreviated to DMPI, for operational purposes.)
Object
The Association is established as a not for profit organization for charitable purposes.
to provide appropriate facilities for Masonic and community activities, and
to act as trustee of all property held in trust including, but not limited to Lot No. 8548 and all improvements already erected thereon and all other assets vested or which may become vested in the Association for the benefit of Masonic and community activities and not for the purpose of trading or securing pecuniary profit to the members of the Association from its transactions.
Minimum Number of Members
The Association must have at least 30 members.
Definitions
In this Constitution unless inconsistent with subject context,
“Act” means the Northern Territory Associations Act 2003 and regulations made under that Act or any amendments thereof;
“Association” means the “Darwin Masonic Precinct Incorporated”.
“Committee” means the Management Committee of the Association.
“Conflict of interest” occurs when a member's personal interests - family, friendships, financial, or social factors - could compromise his judgment, decisions, or actions in his official activities. It may be actual, potential, or perceived. It does not require the member to derive personal benefit from his official actions or decisions.
"financial institution" means an authorised deposit-taking institution within the meaning of section 5 of the Banking Act 1959 of the Commonwealth;
“Grand Lodge” means “The Grand Lodge of Antient Free and Accepted Masons of South Australia and the Northern Territory”.
“Constituent (Craft) Lodge” is a lodge that meets at 23 Stokes Street Parap in the Northern Territory under a warrant issued by the Grand Lodge of Antient Free and Accepted Masons of South Australia and the Northern Territory.
"Constituent Lodge" means one of the Masonic organisations approved in section 9 of this Constitution.
"general meeting" means a meeting of members convened in accordance with clause 37;
"member" means a member of the Association;
“Present” means in attendance either physically at the venue at which the meeting is held or remotely via acceptable electronic media.
“Public Officer” means the person appointed by the Committee to be the public officer as defined by the Act.
“writing”: words, expressions and provisions referring to writing shall be construed as including references to any mode of representing or reproducing words, figures or symbols in a visible form whether or not an optical, electronic, mechanical or other means or process must be used before they can be perceived.
Powers of the Association
For achieving its object, the Association has the powers conferred by sections 11 and 13 of the Act.
Subject to the Act, the Association may do all things necessary or convenient for carrying out its object, and without detracting from the generality of their powers, the Association shall have the following powers:
the purchase, taking on lease or in exchange, and the hiring or otherwise acquiring of any real or personal property that may be deemed necessary or convenient for any of the objects or purposes of the Association;
the buying, selling and supplying of and dealing in, goods of all kinds;
the construction, maintenance and alteration of building or works necessary or convenient for any of the objects or purposes of the Association;
the accepting of any gifts, whether subject to a special trust or not, for any one or more of the objects or purposes of the Association;
the taking of such steps from time to time as the committee or the members in general meeting may deem expedient for the purposes of procuring contributions to the funds of the Association, whether by way of donation, subscriptions, or otherwise;
the printing and publishing of such newspapers, periodicals, books, leaflets, or other documents as the committee or the members in general meeting may think desirable for the promotion of the objects and purposes of the Association;
the borrowing and raising of money in such manner and on such terms as the committee may think fit or as may be approved or directed by resolution passed at a general meeting; and securing the repayment of money so raised or borrowed or the payment of a debt or liability of the Association by giving mortgages, charges or securities upon or over all or any of the real or personal property of the Association;
subject to the provision of the Trustee Act, the investment of any moneys of the Association not immediately required for any of its objects or purposes in such manner as the committee may from time to time determine and to direct the sale or transposition of any such investments;
the making of gifts, subscriptions, or donations to any of the funds, authorities, or institutions to which paragraph (a) of subsection (1) of section 78 of the Income Tax Assessment Act 1936, as amended, of the Commonwealth relates;
to enter into arrangements with any Government or authority, body corporate or un-incorporate or organization that may seem conducive to the Association’s objects and to obtain from any such Government, authority or organization any rights, privileges and concessions;
to appoint, employ, remove or suspend such managers, clerks, secretaries, servants, workmen and other persons as may be necessary or convenient for the purposes of the Association;
to enter into contracts indemnity, management contracts, insurance or other such agreements that would create a legal relationship with the Association;
to make, draw, accept, endorse, execute, issue and negotiate all transferable instruments;
to dispose of all that income not ordinarily required for the normal business operations of the Association or for the generation of the future income, provided that the disposal is carried out in a manner consistent with the objects of the Association and in accordance with this constitution and having due regard to any legal consideration in force at that time;
to manage and maintain and enter into contracts to manage and maintain the property and premises of the Association in a state consistent with its objects and business operations and in accordance with the agreed terms of any lease thereof;
the doing of all such other lawful things as are incidental or conducive to the attainment of the basic objects of the Association or of any of the objects and purposes specified in the foregoing provisions of this sub-clause.
Effect of Constitution
This Constitution binds every member and the Association to the same extent as if every member and the Association had signed and sealed this Constitution and agreed to be bound by it.
Inconsistency between Constitution and Act
If there is any inconsistency between this Constitution and the Act, the Act prevails.
Altering the Constitution
No alteration, repeal or amendment of this Constitution shall be made unless:
notice in writing of the intention of a member of the Association to propose such alteration, repeal or amendment has been read at a Committee meeting preceding the meeting for its discussion and a copy thereof shall have been sent to:
every member of the Committee
the Secretary of each of the Constituent Lodges; and
it is passed by at least three-quarters of the votes of those members of the Association who, being entitled, vote in person or by direct vote at the general meeting at which the alteration, repeal or amendment, shall have been included as part of the notified business.
the resolution of the Association carried in favour thereof has been forwarded to each of the constituent Lodges and confirmed at the next regular meeting of the Committee held not sooner than one calendar month after the forwarding.
Division 1 – Membership
Membership
Every person, 18 years of age and over, who is a member of the
Port Darwin Lodge, No. 41,
Darwin Lodge of Remembrance, No 182,
Lodge Foelsche, No 211, or
Darwin Mark Lodge, No 51
Darwin Royal Ark Mariners Lodge No. 51
Darwin Trinity Sovereign Chapter No. 880
Larrakeyah Royal Arch Chapter No. 40
Northern Territory Preceptory No. 516 K.T. K.M.
Beth Shalom Conclave No. 15 O.S.M.
John McDouall Stuart Sovereign Council No 69
and such other Masonic Organisations as the Committee may hereafter approve (hereinafter collectively referred to as the Constituent Lodges) is eligible to be a member of the Association and will be deemed to be so unless he requests in writing that he not be a member.
Fees
There are no additional joining or annual membership fees for members of the Association above those paid to the Constituent Lodges.
Division 2 – Rights of members
General
A member may exercise the rights of membership.
A right of membership of the Association
is not capable of being transferred or transmitted to another person; and
terminates when:
the person is no longer a member of one of the Constituent Lodges, or
when the member requests in writing that he not be a member.
Voting
Each member has one vote at general meetings of the Association.
Notice of meetings and special resolutions
The Secretary must give all members notice of general meetings and special resolutions as prescribed by this Constitution.
Access to information on Association
The following must be provided to each Constituent Lodge to allow inspection by members:
(a) a copy of this Constitution;
(b) minutes of general meetings;
(c) annual reports and annual financial reports.
This provision for inspection may be achieved by posting a printed copy of the above documents on the lodge anteroom notice board and email notice to the email address of the lodge secretary, as last advised by the lodge to the Association Secretary.
Raising grievances and complaints
(1) A member may raise a grievance or complaint about a committee member, the Committee or another member of the Association.
(2) The grievance complaint must be in writing to a committee member.
(3) The complaint must contain the name of the complainant, the date, the name of the member complained of, and the details of the complaint.
(4) The grievance or complaint must be dealt with by the procedures set out in Part 8.
Division 3 – Termination, death, suspension and expulsion
Suspension or expulsion of members
If the Committee considers that a member should be suspended or expelled because his conduct is detrimental to the interests of the Association, the Committee must give notice of the proposed suspension or expulsion to the member.
The notice must –
be in writing and include –
the time, date and place of the committee meeting at which the question of that suspension or expulsion will be decided; and
the particulars of the conduct; and
be given to the member not less than 30 days before the date of the committee meeting referred to in paragraph (a)(i).
At the meeting, the Committee must afford the member a reasonable opportunity to be heard or to make representations in writing.
The Committee may suspend or expel or decline to suspend or expel the member from the Association and must give written notice of the decision and the reason for it to the member.
Subject to clause 17, the decision to suspend or expel a member takes effect 14 days after the day on which notice of the decision is given to the member.
Appeals against suspension or expulsion.
A member who is suspended or expelled under clause 16 may appeal against that suspension or expulsion by giving notice to the Secretary within 14 days after receipt of the Committee's decision.
The appeal must be considered at a general meeting of the Association and the member must be afforded a reasonable opportunity to be heard at the meeting or to make representations in writing prior to the meeting for circulation at the meeting.
The members present at the general meeting must, by resolution, either confirm or set aside the decision of the Committee to suspend or expel the member.
The member is not suspended or does not cease to be a member until the decision of the Committee to suspend or expel him is confirmed by a resolution of the members.
Division 1 – General
Role and powers
The business of the Association shall be managed by a Management Committee (hereinafter called “the Committee”).
The Committee may exercise all the powers of the Association except those matters that the Act or this Constitution requires the Association to determine through a general meeting of members.
The Committee may appoint and remove staff.
The Committee may establish one or more subcommittees consisting of the members of the Association the Committee considers appropriate.
The Committee may establish regulations, policies and/or procedures for the better management of the Association. Once approved, these will be binding on all members unless rescinded by the Committee or overturned by a General Meeting of members.
Composition of Committee
The Management Committee consists of
A Chairman and Deputy Chairman who shall be elected from the members at the Annual General Meeting.
Two members from each of the Constituent Craft Lodges appointed by that lodge.
Two members of any Constituent Lodge who shall be elected from the members at the Annual General Meeting.
The Top End District Grand Superintendent, or such other identifiable person representing the Grand Master of The Grand Lodge of South Australia and Northern Territory, shall be an ex officio member of the Committee, with full voting rights.
A Secretary, Treasurer and Public Officer shall be elected from the appointed and ordinary elected members at the first meeting following the Annual General Meeting.
Eligibility of Committee members
A Committee member shall be a person who is not disqualified under sections 30 or 40 of the Act, and who is not an employee of the Committee.
For the purpose of this clause a member of the Association who is an independent contractor contracted to perform specific works for the Association shall not be considered an employee nor shall an unpaid volunteer.
Delegation
The Committee may delegate to a subcommittee or staff any of its powers and functions other than
this power of delegation; or
a duty imposed on the Committee by this Constitution, the Act or any other law.
The delegation must be in writing and may be subject to the conditions and limitations the Committee considers appropriate.
The committee may empower delegates to attend committee meetings and vote therein.
The Committee may, in writing, revoke wholly or in part the delegation.
Election of Chairman and Deputy Chairman
Nominations for election as Chairman or Deputy Chairman must be received by the Secretary 6 weeks before the date of the annual general meeting.
Each nomination must be:
in writing;
signed by a member entitled to attend and vote at the annual general meeting at which the election is proposed; and
accompanied by a notice in writing signed by the nominee consenting to the nomination.
Election by default
If only one person nominates for election to a position under clause 22.1, the Chairperson of the annual general meeting shall declare that person to be duly elected.
If a position remains vacant after the declaration under subclause (a), additional nominations may be accepted from the floor of the annual general meeting.
If only one nomination is received from the floor for each vacant position, the Chairperson shall declare that person to be duly elected.
If a vacancy still exists it shall be filled in accordance with clause 27.
Election by ballot
If, for each position of Chairman and Deputy Chairman, more than one member nominates, a ballot for each such position shall be conducted.
The ballot shall be conducted in a manner determined from time to time by resolution at a general meeting, by a Returning Officer appointed for the ballot.
The member chosen by ballot shall be declared by the Returning Officer to be duly elected to the relevant position.
Election of Ordinary Elected Members
Nominations for election as Ordinary Elected Members must be received by the Secretary 6 weeks before the date of the annual general meeting.
Each nomination must be:
in writing;
signed by a member entitled to attend and vote at the annual general meeting at which the election is proposed; and
include the lodge name of both the proposer and the nominee
accompanied by a notice in writing signed by the nominee consenting to the nomination.
Election by default
If only two persons nominate for election to positions under clause 23.1, the Chairperson of the annual general meeting shall declare those persons to be duly elected.
If a position remains vacant after the declaration under subclause (a), additional nominations may be accepted from the floor of the annual general meeting.
If only one nomination is received from the floor for each vacant position, the Chairperson shall declare that person to be duly elected.
If a vacancy still exists, it shall be filled in accordance with clause 27.
Election by ballot
If, more than two members nominate for the two positions, a ballot for each position shall be conducted.
The ballot shall be conducted in a manner determined from time to time by resolution at a general meeting, by a Returning Officer appointed for the ballot.
The member chosen by first ballot shall be declared by the Returning Officer to be duly elected to the first committee position.
A second ballot shall then be conducted in the same manner to determine the second committee position.
Where a member votes by means of a Direct Vote, if their first preference candidate is elected in the first ballot their second preference candidate shall be taken in the second ballot, otherwise their first preference candidate will again be taken.
Division 2 – Tenure of office
Tenure of office of appointed members
Each appointed Committee member shall hold office for a period of three years from the date of his appointment, subject as hereinafter provided.
An appointed Committee member shall be eligible for reappointment and retain office until his successor has been appointed.
Any member of the Committee may retire therefrom upon giving the Committee at least one calendar month notice in writing of his intention to retire.
The office of a member of the Committee shall be vacated
if he ceases to be a member of the Association; or
if he ceases to be a member of the constituent Craft Lodge which appointed him; or
if he is disqualified from being a committee member under section 30 or 40 of the Act;
if he is rendered permanently incapable of performing the duties of office by mental or physical ill-health; or
if he becomes bankrupt; or
upon appointment of his successor; or
if he is absent from more than –
3 consecutive Committee meetings without leave being sought and granted by the Committee; or
3 Committee meetings in the same financial year without tendering an apology to the Chairperson or Secretary;
of which meetings the member received notice and the Committee has resolved to declare the office vacant.
In the event of an appointed member being absent due to sickness, business commitments or other valid reason, the Worshipful Master of the Constituent Craft Lodge concerned, may appoint a substitute member to act on behalf of the Lodge, such appointment to be notified to the Secretary before the commencement of the meeting.
Tenure of office of ordinary elected members
Each elected Committee member shall hold office for a period of three years from the date of his election subject as hereinafter provided.
An elected Committee member shall be eligible for re-election and retain office until his successor has been elected.
Any member of the Committee may retire therefrom upon giving the Committee at least one calendar month notice in writing of his intention to retire.
The office of a member of the Committee shall be vacated
if he ceases to be a member of the Association; or
if he ceases to be a member of a constituent Lodge; or
if he is disqualified from being a committee member under section 30 or 40 of the Act;
if he is rendered permanently incapable of performing the duties of office by mental or physical ill-health; or
if he becomes bankrupt; or
upon election of his successor; or
if he is absent from more than –
3 consecutive Committee meetings without leave being sought and granted by the Committee; or
3 Committee meetings in the same financial year without tendering an apology to the Chairperson or Secretary;
of which meetings the member received notice and the Committee has resolved to declare the office vacant.
Removal of committee member
The Association, through a special general meeting of members, may remove any committee member before the member's term of office ends.
Filling casual vacancy on Committee
If a vacancy arises through removal under clauses 24(3), 24(4), or 26 the Constituent Craft Lodge responsible for the appointment of that member shall re-elect another member as its representative on the Committee.
If the position of Chairman, Deputy Chairman or ordinary elected member becomes vacant the Committee may nominate a person to such position which he shall hold such appointment until the next Annual General Meeting.
If the office of public officer becomes vacant, a person must be appointed from the appointed and elected ordinary members under section 27(6) of the Act to fill the vacancy.
Division 3 – Duties of committee members
Collective responsibility of Committee
As soon as practicable after being elected to the Committee, each committee member must become familiar with the Act and regulations made under the Act and this constitution.
The Committee is collectively responsible for ensuring the Association complies with the Act and regulations made under the Act.
Chairman or Deputy Chairman
Subject to subclauses (2) and (3), the Chairman must preside at all general meetings and committee meetings.
If the Chairman is absent from a meeting, the Deputy Chairman must preside at the meeting.
If the Chairman and the Deputy Chairman are both absent, the presiding member for that meeting must be
a member elected by the other members present if it is a general meeting; or
a committee member elected by the other committee members present if it is a committee meeting.
Secretary
The Secretary must
coordinate the correspondence of the Association;
ensure minutes of all proceedings of general meetings and of committee meetings are kept in accordance with section 38 of the Act; and
perform any other duties imposed by this Constitution on the Secretary.
The Secretary has custody of the official minutes of all meetings of the Darwin Masonic Precinct Incorporated
Treasurer
The Treasurer must
receive all moneys paid to or received by the Association and issue receipts for those moneys in the name of the Association;
pay all moneys received into the account of the Association within fifteen working days after receipt;
make any payments authorised by the Committee or by a general meeting of the Association from the Association's funds;
The Treasurer must ensure the accounting records of the Association are kept in accordance with section 41 of the Act.
The Treasurer must coordinate the preparation of the Association's annual statement of accounts.
The Treasurer has custody of all securities, books and documents of a financial nature and accounting records of the Association unless the members resolve otherwise at a general meeting.
The Treasurer must perform any other duties imposed by this Constitution on the Treasurer.
Public officer
The public officer must ensure that documents are filed with the Commissioner of Consumer Affairs in accordance with sections 23, 28 and 45 of the Act, and /or with Australian Charities and Not for Profit Commission, (ACNC) as required by both organisations.
The public officer must keep a current copy of the Constitution of the Association.
Frequency and calling of meetings
The Committee shall hold meetings at least five times per year once in each quarter, unless otherwise agreed by a committee quorum.
The Chairperson, or at least half the committee members, may at any time convene a special meeting of the Committee.
A special meeting may be convened to deal with an appeal under clause 17.
Voting and decision making
Each committee member present at the meeting has a deliberative vote.
A question arising at a committee meeting must be decided by a majority of votes.
If there is no majority, the person presiding at the meeting has a casting vote as well as a deliberative vote..
Quorum
The quorum for a committee meeting is one-half of the committee members provided a majority of the Constituent Craft Lodges are represented.
Procedure and order of business
The procedure to be followed at a committee meeting must be determined from time to time by the Committee.
The order of business may be determined by the members present at the meeting.
Confidential items will be considered in an in camera meeting.
Only the business for which the meeting is convened may be considered at a special meeting.
The Chairman may invite a member (or members) or any other suitable person, to attend a meeting or part of a meeting, (subject to (1), (2), (3), and (4) above).
Disclosure of interest
A committee member who has a direct or indirect pecuniary interest in a contract, or proposed contract, with the Association or has any other potential conflict of interest, must disclose the nature and extent of the interest to the Committee in accordance with section 31 of the Act.
The Secretary must record the disclosure in the minutes of the meeting.
The Chairperson must ensure a committee member who has a direct or indirect pecuniary interest in a contract, or proposed contract, complies with section 32 of the Act.
Convening general meetings
The Association must hold an annual general meeting within 5 months after the end of the Association's financial year.
The Committee
may at any time convene a special general meeting;
must, within thirty days after the Secretary receives a notice under clause 17(1), convene a special general meeting to deal with the appeal to which the notice relates; and
must, within thirty days after it receives a request under clause 39(1), convene a special general meeting for the purpose specified in that request.
The Secretary must give not less than thirty days’ notice of an annual general meeting and not less than twenty-one days’ notice of a special general meeting to:
every member of the Committee, and
the Secretary of each of the Constituent Lodges.
The notice must specify
when and where the meeting is to be held; and
the particulars of and the order in which business is to be transacted.
Special general meetings
The number of members constituting a quorum for a general meeting may make a written request to the Committee for a special general meeting.
The request must
state the purpose of the special general meeting; and
be signed by the members making the request.
If the Committee fails to convene a special general meeting within the time allowed
for clause 38(2)(b) – the appeal against the decision of the Committee is upheld; and
for clause 38(2)(c) – the members who made the request may convene a special general meeting as if they were the Committee.
Annual general meeting
The order of business for each annual general meeting is as follows:
first – confirmation of the minutes of the last preceding annual general meeting and of any general meeting held since that meeting;
second - the consideration of the accounts and reports of the Committee;
third - the election of new committee members;
fourth – to appoint the auditor; and
fifth - any other business requiring consideration by the Association at the meeting of which notice has been given in accordance with this Constitution.
Special resolutions
A special resolution may be moved at any general meeting of the Association.
The Secretary shall give all members not less than twenty one days’ notice of the meeting at which a special resolution is to be proposed.
The notice shall include the resolution to be proposed and the intention to propose the resolution as a special resolution.
Quorum at general meetings
The lesser of one-sixth (1/6) of the voting members or fifteen (15) members being members entitled to vote thereat constitute a quorum for the transaction of the business of a general meeting.
In determining whether a quorum for a meeting of Members is present the sum of eligible members physically present and those who have submitted a direct vote is accepted, provided there are at least six eligible members physically present.
No item of business shall be transacted at an annual general meeting unless a quorum of members entitled under this Constitution to vote is present during the time when the meeting is considering that item.
Lack of quorum
If within 30 minutes after the time specified in the notice for the holding of a general meeting a quorum is not present
for an annual general meeting or special general meeting convened under clause 38(2)(a) – the meeting stands adjourned to the same time on the same day in the following week and to the same place;
for a meeting convened under clause 38(2)(b) – the members who are present in person or by direct vote may proceed with hearing the appeal for which the meeting is convened; or
for a meeting convened under clause 38(2)(c) – the meeting lapses.
If within 30 minutes after the time appointed by subclause (1)(a) for the resumption of an adjourned general meeting a quorum is not present, the members who are present in person may proceed with the business of that general meeting as if a quorum were present.
The Chairperson may, with the consent of a general meeting at which a quorum is present, and must, if directed by the members at the meeting, adjourn that general meeting from time to time and from place to place.
There must not be transacted at an adjourned general meeting any business other than business left unfinished or on the agenda at the time when the general meeting was adjourned.
If a general meeting is adjourned for a period of 30 days or more, the Secretary must give notice of the adjourned general meeting as if that general meeting were a fresh general meeting.
Voting
Each member is entitled to a deliberative vote at a general meeting of the Association either
in person, or
by direct vote.
At a general meeting of the Association
an ordinary resolution put to the vote is decided by a majority of votes made; and
a special resolution put to the vote is passed if three-quarters of the votes are in favour of the resolution.
A poll may be demanded by the Chairperson or by 3 or more members present.
If demanded, a poll must be taken immediately and in the manner the Chairperson directs.
Direct Voting
The Committee of Management may determine that members may vote on any or all of the resolutions (including any special resolution) proposed to be considered at, and specified in the notice convening, a general meeting of the Association, by Direct Vote.
If the Committee determines that votes may be cast by Direct Vote, the Committee may make such regulations as they consider appropriate for the casting of Direct Votes, including regulations for:
the form, method and manner of voting by Direct Vote; and
the time by which the votes of members to be cast by Direct Vote must be received by the Secretary in order to be effective (which must be no later than 24 hours before the time scheduled for the commencement of the meeting or, in the case of an adjournment, the resumption of the meeting).
A Direct Vote received on a resolution is taken to be a Direct Vote on that resolution as amended, if the chairman of the meeting determines this is appropriate.
A Direct Vote
may be withdrawn by the member by notice in writing received by the Secretary before the time appointed for the commencement of the meeting (or in the case of any adjournment, the resumption of the meeting); and
is automatically withdrawn if:
the member attends the meeting in person; or
a further Direct Vote is received from the member.
A Direct Vote withdrawn under this Clause is not counted.
A Direct Vote received is not valid if, before the meeting, the person ceases to be a member of the Association.
A form for a Direct Vote is valid if it is in accordance with the Associations Act or in any other form (including electronic) which the Committee may determine or accept. Where a notice of meeting specifies an electronic address or other electronic means by which a member may give the Association a direct vote, a direct vote given at that electronic address or by that other electronic means is taken to have been given by the Member and received by the Association if the requirements set out in the notice of meeting are complied with.
Financial year
The financial year of the Association is from July 1 to June 30 in the following year.
Funds and accounts
All monies, credits and effects of or accruing to the Association or arising out of its business shall be applied by the Committee in the payment of current working expenses and any surplus shall, after making such provision as the Committee may from time to time think fit for depreciation and for reserves to meet contingencies, be applied in or towards improving or adding to equipping and maintaining the premises known as the “Darwin Masonic Precinct” being the said Lot 8548 and improvements thereon and such other premises which may be acquired for the purposes of the Association.
The Association must open an account with a financial institution from which all expenditure of the Association is made and into which all of the Association's revenue is deposited.
Subject to any restrictions imposed by the Association at a general meeting, the Committee may approve expenditure on behalf of the Association within the limits of the budget.
All cheques, drafts, bills of exchange, promissory notes, electronic fund transfers and other negotiable instruments must be approved at the next committee or Executive meeting.
With the approval of the Committee, the Treasurer may maintain a cash float provided that all money paid from or paid into the float is accurately recorded at the time of the transaction.
The Committee may approve or rescind certain levels of discretionary expenditure to officers of the Association performing particular roles.
None of the profits of the Association shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise to the members of the Association provided that nothing herein contained shall prevent the payment in good faith of remuneration to any officers or servants of the Association or other person in return for any services actually rendered to the Association nor prevent payment of interest on any money borrowed by the Association from any member of the Association.
Audit of Accounts
The responsibility of the Committee under clause 28(2) for ensuring compliance with the Act includes meeting the requirements of Part 5 of the Act and regulations made for that Part relating to
the keeping of accounting records;
the preparation and presentation of the Association's annual statement of accounts; and
the auditing of the Association's accounts.
The accounts of the Association shall be examined by the auditor after the end of each financial year.
The auditor shall certify as to the correctness of the accounts of the Association and shall report thereon to the members present at the annual general meeting.
A copy of the Annual Report accompanied by the auditor’s certificate thereon shall be forwarded to each Constituent Lodge and exhibited in a conspicuous place at the Masonic Hall, 23 Stokes Street, Parap, Northern Territory.
In his/her report, and in certifying to the accounts, the auditor shall state –
whether he/she has obtained the information required by him/her;
whether, in his/her opinion, the accounts are properly drawn up so as to exhibit a true and correct view of the financial position of the Association according to the information at his/her disposal and the explanations given to him/her and as shown by the books of the Association; and
whether the requirements relating to the administration of the funds of the Association have been observed.
The public officer of the Association shall cause to be delivered to the auditor a list of all the accounts, books, and records of the Association.
The auditor:
has a right of access to the accounts, books, record, vouchers and documents of the Association;
may require from the servants of the Association such information and explanations as may be necessary for the performance of his duties as auditor;
may employ persons to assist him in investigating the accounts of the Association; and
may, in relation to the accounts of the Association, examine any member of the committee or any servant of the Association.
Auditor
The Association shall appoint at least one appropriately qualified person or business as auditor at the Annual General Meeting each year.
The appointed auditor shall hold office until the annual general meeting next after having been appointed.
Any casual vacancy in the office of auditor shall be filled by an appropriately qualified person or business nominated by the Committee until the next Annual General Meeting.
The auditor shall be eligible for re-election.
The Auditor of the Association shall be a person who is not a member of the Association.
No member of the Committee shall be capable of being appointed an auditor for the period of time during which he was a member of the Committee.
Grievance and disputes procedures
This clause applies to disputes between –
a member and another member; or
a member and the Committee.
Within 14 days after the dispute comes to the attention of the parties to the dispute, they must meet and discuss the matter in dispute, and, if possible, resolve the dispute.
If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, then the parties must, within 10 days after the meeting, hold another meeting in the presence of a mediator.
The mediator must be –
a person chosen by agreement between the parties; or
in the absence of agreement –
for a dispute between a member and another member – a person appointed by the Committee; or
for a dispute between a member and the Committee – a mediator appointed by the Grand Lodge of South Australia and Northern Territory.
A member of the Association can be a mediator.
The mediator cannot be a party to the dispute.
The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.
The mediator, in conducting the mediation, must –
give the parties to the mediation process every opportunity to be heard;
allow due consideration by all parties of any written statement submitted by any party; and
ensure natural justice is accorded to the parties to the dispute throughout the mediation process.
The mediator must not determine the dispute.
If the mediation process does not result in the dispute being resolved, the parties may seek to resolve the dispute in accordance with the procedures of the Grand Lodge of South Australia and Northern Territory.
Minutes of Committee Meetings
The Committee shall cause minutes of the proceedings of all meetings of the Committee to be duly recorded and such minutes shall be confirmed at the following meeting of the Committee.
Any minutes of meetings of the Committee purporting to be signed by the Chairman of the meeting at which they were confirmed shall be receivable as prima facie evidence of the matters stated in such minutes.
Notices
A notice by the Association to all members shall be deemed to have been given if such notice has been sent to the Secretary of each Constituent Lodge.
Any notice sent by
post shall be deemed to have been served at the time at which the notice would be delivered in the ordinary course of post; or
optical or electronic means is taken to be given on the business day after it is sent.
The signature to any notice to be given by the Association may be handwritten, typewritten, scanned, printed, affixed or produced by some mechanical, electronic or other means.
A notice to the Association shall be deemed duly served if duly posted, faxed or electronically sent to and received by the Secretary or delivered to the Secretary
Dissolution of Association
If on the winding up or dissolution of the Association, and after satisfaction of all its debts and liabilities, any assets remain, the assets must not be distributed to the members or former members.
Any property remaining on the winding up or dissolution of the Association after satisfaction of its debts and liabilities shall in lieu of being distributed amongst members of the Association be given or transferred to such fund or institution or utilized for such charitable purposes as the majority of the members for the time being of the Association at a meeting of members called for that purpose may direct provided that such organization has similar objects and provided that approval thereto shall first have been obtained from the Board of Management of the Grand Lodge of South Australia and Northern Territory, Inc.
The Common Seal
The Committee shall provide a common seal inscribed as required by the “Associations Incorporations Act” and shall provide for the safe custody thereof.
The Committee shall from time to time appoint one or more persons whether members of the Committee or not, as seal holders to use the seal of the Committee. Any such appointment may at any time be revoked and a new appointment made by the Committee.
The seal shall not be affixed to any deed instrument or document except under and by virtue of a resolution of the Committee. The affixing thereof shall be attested by the signature of one of the seal holders. Every such instrument shall be signed by the seal holder in the following form:
The COMMON SEAL of the DARWIN MASONIC )
PRECINCT INCORPORATED )
was hereto affixed in the presence of: )
…………………………………………………………… Seal holder
Indemnity
Every member of the Committee for the time being and every other officer or servant of the Committee shall be indemnified by the Committee and it shall be the duty of the Committee to pay all costs, losses and expenses which any member of the Committee, officer, or servant may incur or become liable to by reason of any contract entered into or any act or thing done by him as such officer or servant or in any way in the faithful discharge of his duties including travelling expenses approved by the Committee.
Responsibility of Committee and Officers
No Committee member or other officer of the Committee shall be liable for acts, receipts, neglects or defaults of any other Committee member or officer or for joining in any receipt or other act for conformity or for any loss or expense happening to the Association for the insufficiency or deficiency of title to any property acquired by order of the Committee for or on behalf of the Association or for the insufficiency or deficiency or any security in or upon which any of the monies of the Association shall be invested or for any loss or damage arising from the bankruptcy insolvency or tortious act of any person with whom any monies, securities or effects shall be deposited or for any loss occasioned by any error of judgement or oversight on his part or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto unless the same happens through his own dishonesty.
Any clerk employed by the Secretary or other officer wholly or partly in connection with the business of the Committee with the express approval of the Committee shall for the purposes of this Clause be deemed to be an officer of the Committee.
Interpretation of Constitution
Subject to the Act, the Committee is the sole authority for the interpretation of this Constitution and the by-laws and rules made thereunder, and a decision of the Committee upon any question of interpretation or upon any matters affecting the Association not provided for by this Constitution or by the by-laws and rules made hereunder shall be final and binding on the members.