Our Constitution

Armidale City Band Incorporated – Constitution (Adopted by Special Resolution on 19/8/2014)

1. ABN 93 273 492 897

CONSTITUTION ADOPTED BY SPECIAL RESOLUTION 19 AUGUST 2014

Armidale City Band Incorporated – Constitution (Adopted by Special Resolution on 19/8/2014)

Part 1 - Preliminary

1. Definitions

Name: The name of the organisation is Armidale City Band Incorporated.

1. (1) In this constitution:

2. Director-General means the Director-General of the Department of Services, Technology and Administration.

3. the band means Armidale City Band Incorporated.

4. member means an individual registered as a member in the Register of Members of the

5. band.

6. junior means under the age of 19.

7. ordinary committee member means a member of the committee who is not an office- bearer of the band.

8. secretary means:

9. (a) the person holding office under this constitution as secretary of the band, or

10. (b) if no such person holds that office - the public officer of the band.

11. special general meeting means a general meeting of the band other than an annual general meeting.

12. the Act means the Associations Incorporation Act 2009.

13. the Regulation means the Associations Incorporation Regulation 2010.

14. (2) In this constitution:

15. (a) a reference to a function includes a reference to a power, authority and duty, and

16. (b) a reference to the exercise of a function includes, if the function is a duty, a reference to the performance of the duty.

17. (3) The provisions of the Interpretation Act 1987 apply to and in respect of this constitution in the same manner as those provisions would so apply if this constitution were an instrument made under the Act.

18. (4) Expressions referring to writing will, unless the contrary intention appears, be construed as including references to printing, lithography, photography, forms of electronic transmission and other modes of representing or reproducing words in a visible form.

19. (5) Aims and objectives of the band.

20. (a) The development of a quality brass bands and ensembles.

21. (b) The pursuit of versatility in all facets of performance including concert, stage, and marching.

22. (c) To develop the individual musical ability of each playing member. (d) To foster friendship and develop a community spirit within the band.

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(e) To promote the study of music, practice, knowledge, interest, and love of music within the community.

(f) To sponsor, promote, and conduct all types of band activities. (g) To give civic, public, and charitable performances

(h) To compete at local, State, and National band Championships

(6) Affiliation

The band will not be associated with political or sectarian organisations.

Part 2 - Membership

2. Membership generally

(1) Membership of the band is of four kinds: playing, non-playing, life, and honorary. (2) A person is eligible to be a member of the band if:

1. (a) the person is a natural person, and

2. (b) the person has applied and been approved for membership of the band in accordance with clause 3.

3. Application for membership

1. (1) An application of a person for membership of the band:

   1. (a) must be made in writing on the form set out in Appendix 1 to this constitution, and

   2. (b) must be lodged with the committee of the band together with the appropriate fee as specified under clause 9.

2. (2) As soon as practicable after receiving an application for membership, the committee is to determine whether to approve or to reject the applicant. In no case is the committee required to give any reason for the rejection of an applicant as a member of the band.

3. (3) As soon as practicable after the committee makes that determination, the committee must:

   1. (a) notify the applicant that the committee approved or rejected the application (whichever is applicable), and

   2. (b) if the committee approved the application, the committee:

   3. (i) enter the applicant’s name in the Register of members of the band and, on the name being so entered, the applicant becomes a member of the band.

   4. (ii) provides the uniform custodian with a copy of the membership form indicating that membership fees have been paid.

   5. (iv) registers all playing members as a member of the Band Association of New South Wales Incorporated.

(4) In the event of the application being rejected, any fee forwarded in accordance with clause 9 must be returned to the applicant.

Armidale City Band Incorporated – Constitution (Adopted by Special Resolution on 19/8/2014)

4. Cessation of membership

A person ceases to be a member of the band if the person:

1. (a) dies, or

2. (b) resigns membership, or

3. (c) is expelled from the band, or

4. (d) fails to pay the annual membership fee under clause 9.2 within three months after the fee is due. Members whose registration ceases in this manner may be re-registered with the band upon payment of arrears if the committee so resolves.

(e) is a playing member and attends fewer than 75% of band activities without the consent of the committee.

5. Leave

Leave in excess of one month may be granted to a member by the committee upon application to the committee.

6. Membership entitlements not transferable

A right, privilege or obligation which a person has by reason of being a member of the band: (a) is not capable of being transferred or transmitted to another person, and

(b) terminates on cessation of the person’s membership.

7. Resignation of membership

1. (1) A member of the band may resign from membership of the band by first giving to the secretary written notice of at least one month (or such other period as the committee may determine) of the member’s intention to resign and, on the expiration of the period of notice, the member ceases to be a member.

2. (2) If a member of the band ceases to be a member under subclause (1), and in every other case where a member ceases to hold membership, the committee must make an appropriate entry in the register of members recording the date on which the member ceased to be a member.

8. Register of members

1. (1) The committee of the band must establish and maintain a register of members of the band specifying the name and postal or residential address of each person who is a member of the band together with the date on which the person became a member.

2. (2) The register of members must be kept in New South Wales: (a) at the main premises of the band, or

3. (b) if the band has no premises, at the band’s official address.

4. (3) The register of members must be open for inspection, free of charge, by any member of the band at any reasonable hour.

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1. (4) If a member requests that any information contained on the register about the member (other than the member’s name) not be available for inspection, that information must not be made available for inspection.

2. (5) A member must not use information about a person obtained from the register to contact or send material to the person, other than for:

   1. (a) the purposes of sending the person a newsletter, a notice in respect of a meeting or other event relating to the band or other material relating to the band, or

   2. (b) any other purpose necessary to comply with a requirement of the Act or the Regulation.

9. Fees and subscriptions

1. (1) A member of the band must, on admission to membership, pay to the band a fee of $1 or, if some other amount is determined by the committee, that other amount.

2. (2) In addition to any amount payable by the member under subclause (1), a member of the band must pay to the band an annual membership fee of $2 or, if some other amount is determined by the committee, that other amount before 31 October in each calendar year.

3. (3) The fee in clause (2) is to be reduced by half if a member joins the band after April 30.

10. Members’ liabilities

The liability of a member of the band to contribute towards the payment of the debts and liabilities of the band or the costs, charges and expenses of the winding up of the band is limited to the amount, if any, unpaid by the member in respect of membership of the band as required by clause 9.

11. Resolution of disputes

1. (1) A dispute between a member and another member (in their capacity as members) of the band, or a dispute between a member or members and the band, are to be referred to a community justice centre for mediation under the Community Justice Centres Act 1983.

2. (2) If a dispute is not resolved by mediation within 3 months of the referral to a community justice centre, the dispute is to be referred to arbitration.

3. (3) The Commercial Arbitration Act 1984 applies to any such dispute referred to arbitration.

12. Disciplining of members

1. (1) A complaint may be made to the committee by any person that a member of the band:

   1. (a) has refused or neglected to comply with a provision or provisions of this constitution, or

   2. (b) has wilfully acted in a manner prejudicial to the interests of the band.

2. (2) The committee may refuse to deal with a complaint if it considers the complaint to be trivial or vexatious in nature.

3. (3) If the committee decides to deal with the complaint, the committee:

4. (a) must cause notice of the complaint to be served on the member concerned, and

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(b) must give the member at least 14 days from the time the notice is served within which to make submissions to the committee in connection with the complaint, and

(c) must take into consideration any submissions made by the member in connection with the complaint.

1. (4) The committee may, by resolution, expel the member from the band or suspend the member from membership of the band if, after considering the complaint and any submissions made in connection with the complaint, it is satisfied that the facts alleged in the complaint have been proved and the expulsion or suspension is warranted in the circumstances.

2. (5) If the committee expels or suspends a member, the secretary must, within 7 days after the action is taken, cause written notice to be given to the member of the action taken, of the reasons given by the committee for having taken that action and of the member’s right of appeal under clause 13.

3. (6) The expulsion or suspension does not take effect:

4. (a) until the expiration of the period within which the member is entitled to appeal against the resolution concerned, or

5. (b) if within that period the member exercises the right of appeal, unless and until the band confirms the resolution under clause 13, whichever is the later.

13. Right of appeal of disciplined member

1. (1) A member may appeal to the band in general meeting against a resolution of the committee under clause 12, within 7 days after notice of the resolution is served on the member, by lodging with the secretary a notice to that effect.

2. (2) The notice may, but need not, be accompanied by a statement of the grounds on which the member intends to rely for the purposes of the appeal.

3. (3) On receipt of a notice from a member under subclause (1), the secretary must notify the committee which is to convene a general meeting of the band to be held within 28 days after the date on which the secretary received the notice.

4. (4) At a general meeting of the band convened under subclause (3):

   1. (a) no business other than the question of the appeal is to be transacted, and

   2. (b) the committee and the member must be given the opportunity to state their respective cases orally or in writing, or both, and

   3. (c) the members present are to vote by secret ballot on the question of whether the resolution should be confirmed or revoked.

5. (5) The appeal is to be determined by a simple majority of votes cast by members of the band.

14. Life membership

1. (1) The committee may confer life membership on any member who has been a member of the band for twenty-five years, or for other good and sufficient reasons.

2. (2) Life members are entitled to vote at general meetings.

Armidale City Band Incorporated – Constitution (Adopted by Special Resolution on 19/8/2014)

1. (3) Life members are entitled to be members of the committee and vote at committee meetings as members of the committee.

2. (4) Life members are exempt from clause 9 and clause 4(d).

15. Honorary membership

(1) The committee may confer honorary membership on any person or member for services rendered to the band.

(2) Honorary membership does not entitle the holder to voting privileges.

Part 3 - The committee

16. Powers of the committee

Subject to the Act, the Regulation and this constitution and to any resolution passed by the band in general meeting, the committee:

1. (a) is to control and manage the affairs of the band, and

2. (b) may exercise all such functions as may be exercised by the band, other than those functions that are required by this constitution to be exercised by a general meeting of members of the band, and

3. (c) has power to perform all such acts and do all such things as appear to the committee to be necessary or desirable for the proper management of the affairs of the band.

17. Composition and membership of committee

1. (1) The committee is to consist of:

2. (a) the office-bearers of the band

3. (d) up to 10 ordinary committee members, each of whom is to be elected at the annual general meeting of the band under clause 18

4. (b) the musical director who is to be elected at the annual general meeting of the band under clause 21, and

5. (c) the junior representative who is to be elected at a rehearsal of the junior band under clause 22.

6. (2) At least half the committee must be playing members.

7. (3) The office-bearers of the band are as follows:

8. (a) the president,

9. (b) the vice-president, (c) the treasurer,

10. (d) the secretary.

11. (4) A committee member may hold up to 2 offices (other than both the president and vice- president offices).

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(5) Each member of the committee is, subject to this constitution, to hold office until the conclusion of the annual general meeting following the date of the member’s election, but is eligible for re-election.

18. Election of committee members

1. (1) Nominations of candidates for election as office-bearers of the band or as ordinary committee members:

   1. (a) must be made in writing, signed by 2 members of the band and accompanied by the written consent of the candidate (which may be endorsed on the form of the nomination), and

   2. (b) must be delivered to the secretary of the band at least 7 days before the date fixed for the holding of the annual general meeting at which the election is to take place.

2. (2) If insufficient nominations are received to fill all vacancies on the committee, the candidates nominated are taken to be elected and further nominations are to be received at the annual general meeting.

3. (3) If insufficient further nominations are received, any vacant positions remaining on the committee are taken to be casual vacancies.

4. (4) If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated are taken to be elected.

5. (5) If the number of nominations received exceeds the number of vacancies to be filled, a ballot is to be held.

6. (6) The ballot for the election of office-bearers and ordinary committee members of the committee is to be conducted at the annual general meeting in such usual and proper manner as the committee may direct.

7. (7) A person nominated as a candidate for election as an office-bearer or as an ordinary committee member of the band must be a member of the band.

19. Secretary

1. (1) The secretary of the band must, as soon as practicable after being appointed as secretary, lodge notice with the band of his or her address.

2. (2) It is the duty of the secretary to:

   1. (a) keep minutes of all appointments of office-bearers and members of the committee, and

   2. (b) keep minutes of the names of members of the committee present at a committee meeting or a general meeting, and

   3. (c) keep minutes of all proceedings at committee meetings and general meetings.

   4. (d) file all reports presented at committee meetings and general meetings.

3. (3) Minutes of proceedings at a meeting must be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting.

Armidale City Band Incorporated – Constitution (Adopted by Special Resolution on 19/8/2014)

20. Treasurer

It is the duty of the treasurer of the band to ensure:

1. (a) that all money due to the band is collected and received and that all payments authorised by the band are made, and

2. (b) that correct books and accounts are kept showing the financial affairs of the band, including full details of all receipts and expenditure connected with the activities of the band.

3. (c) that a written report is presented to committee meetings.

21. Music Director

1. (1) It is the duty of the musical director of the band to: (a) manage the musical development of the band (b) assign playing roles to members of the band. (c) assume the role of instrument custodian.

2. (d) arrange rehearsal times for the band in consultation with the committee.

3. (e) manage the discipline of the band during rehearsals and non-marching performances.

4. (f) present a written monthly report to the committee.

5. (2) A member of the band is to be elected by the committee to the position of musical director at the annual general meeting.

6. (3) Nominations of candidates for election as musical director:

   1. (a) must be made in writing, signed by 2 members of the band and accompanied by the written consent of the candidate (which may be endorsed on the form of the nomination), and

   2. (b) must be delivered to the secretary of the band at least 7 days before the date fixed for the holding of the annual general meeting at which the election is to take place.

7. (3) If no nominations are received to fill the position of musical director, nominations are to be received at the annual general meeting.

8. (4) If no nominations are received at the annual general meeting, the position is taken to be a casual vacancy.

9. (5) The ballot for the election to the position of musical director is to be conducted at the annual general meeting in such usual and proper manner as the committee may direct.

(6) A person nominated as a candidate for the position of musical director must be a member of the band.

1. (7) A member elected to the position of musical director may receive monetary remuneration for services provided as determined by a special resolution of members of the band in accordance with clause 37 and subject to clause 28.5.

2. (8) A member appointed to the position of musical director must enter into a contractual arrangement with the committee regarding remuneration in accordance with subclause

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(7). Such a contract will be made at the commencement of the election of the musical director and will be reviewed at the annual general meeting.

(9) A member may be removed from the position of musical director as determined by a special resolution of members of the band in accordance with clause 37.

(10) The musical director is entitled to vote at committee meetings and general meetings.

22. Junior Representative

(1) A junior member is to be elected to the position of junior representative if a junior band is formed in accordance with clause 55.

(2) It is the duty of the junior representative to represent the interests of the junior band.

1. (3) Nominations of candidates for election as junior representative of the band:

   1. (a) must be made in writing, signed by 2 members of the band and accompanied by the written consent of the candidate (which may be endorsed on the form of the nomination), and

   2. (b) must be delivered to the secretary of the band at least 7 days before the date fixed for the holding of the junior band rehearsal at which the election is to take place.

2. (4) If insufficient nominations are received to fill the vacancy of junior representative, further nominations are to be received at the junior band rehearsal.

3. (5) If insufficient further nominations are received, the position is taken to be a casual vacancy.

4. (6) If the number of nominations received is equal to the number of vacancies to be filled, the person nominated is taken to be elected.

5. (7) If the number of nominations received exceeds the number of vacancies to be filled, a ballot is to be held.

6. (8) The ballot for the election of junior representative is to be conducted at a rehearsal of the junior band.

7. (9) A person nominated as a junior representative must be a junior playing member of the band.

(10) The junior representative is entitled to vote at committee meetings and general meetings.

(11) The junior representative must attend junior band rehearsals.

23. Casual vacancies

1. (1) In the event of a casual vacancy occurring in the membership of the committee, the committee may appoint a member of the association to fill the vacancy and the member so appointed is to hold office, subject to this constitution, until the conclusion of the annual general meeting next following the date of the appointment.

2. (2) A casual vacancy in the office of a member of the committee occurs if the member: (a) dies, or

(b) ceases to be a member of the association, or

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(c) becomes an insolvent under administration within the meaning of the Corporations Act 2001 of the Commonwealth, or

1. (d) resigns office by notice in writing given to the secretary, or

2. (e) is removed from office under clause 24, or

3. (f) becomesamentallyincapacitatedperson,or

4. (g) is absent without the consent of the committee from 3 consecutive meetings of the committee, or

5. (h) is convicted of an offence involving fraud or dishonesty for which the maximum penalty on conviction is imprisonment for not less than 3 months, or

6. (i) is prohibited from being a director of a company under Part 2D.6 (Disqualification from managing corporations) of the Corporations Act 2001 of the Commonwealth.

24. Removal of committee members

1. (1) The band in special general meeting may by special resolution remove any member of the committee from the office of member before the expiration of the member’s term of office and may by resolution appoint another person to hold office until the expiration of the term of office of the member so removed.

2. (2) If a member of the committee to whom a proposed special resolution referred to in subclause (1) relates makes representations in writing to the secretary or president (not exceeding a reasonable length) and requests that the representations be notified to the members of the band, the secretary or the president may send a copy of the representations to each member of the band or, if the representations are not so sent, the member is entitled to require that the representations be read out at the special general meeting at which the resolution is considered.

25. Committee meetings and quorum

1. (1) The committee will meet on the second Tuesday of every month (excluding January) at 7pm at 120 Dumaresq Street, Armidale, NSW.

2. (2) Additional meetings of the committee may be convened by the president or by any member of the committee.

3. (3) Oral or written notice of a meeting of the committee must be given by the secretary to each member of the committee at least 48 hours (or such other period as may be unanimously agreed on by the members of the committee) before the time appointed for the holding of the meeting.

4. (4) Notice of a meeting given under subclause (3) must specify the general nature of the business to be transacted at the meeting and no business other than that business is to be transacted at the meeting, except business which the committee members present at the meeting unanimously agree to treat as urgent business.

5. (5) Half, rounded down plus one, of the members of the committee, of whom at least two must be office-bearers, constitute a quorum for the transaction of the business of a meeting of the committee.

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1. (6) No business is to be transacted by the committee unless a quorum is present and if, within half an hour of the time appointed for the meeting, a quorum is not present, the meeting is to stand adjourned to the same place and at the same hour of the same day in the following week.

2. (7) If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting is to be dissolved.

3. (8) At a meeting of the committee:

4. (a) the president or, in the president’s absence, the vice-president is to preside, or

5. (b) if the president and the vice-president are absent or unwilling to act, such one of the remaining members of the committee as may be chosen by the members present at the meeting is to preside.

26. Decisions between committee meetings

1. (1) Subject to this constitution and the Act, an office-bearer of the band may exercise the powers of the committee where a matter is either of a routine nature or requires immediate action. The officer-bearer may give any reasonable directions for these purposes and reports any action taken to the next meeting of the committee.

2. (2) Where a decision of the committee is required before the next scheduled meeting, and the appropriate officer does not wish to take executive action, a flying minute will be used.

3. (3) Questions arising through a flying minute are to be determined by a majority of the votes of all eligible voting members of the committee. In the event of an equality of votes on any question arising in a flying minute, the question will be deferred to the next committee meeting.

(4) The result of a flying minute will be reported at the next committee meeting for noting.

27. Delegation by committee to sub-committee

1. (1) The committee may, by instrument in writing, delegate to one or more sub-committees (consisting of such member or members of the band as the committee thinks fit) the exercise of such of the functions of the committee as are specified in the instrument, other than:

2. (a) this power of delegation, and

3. (b) a function which is a duty imposed on the committee by the Act or by any other law.

4. (2) A function the exercise of which has been delegated to a sub-committee under this clause may, while the delegation remains unrevoked, be exercised from time to time by the sub-committee in accordance with the terms of the delegation.

5. (3) A delegation under this clause may be made subject to such conditions or limitations as to the exercise of any function, or as to time or circumstances, as may be specified in the instrument of delegation.

6. (4) Despite any delegation under this clause, the committee may continue to exercise any function delegated.

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1. (5) Any act or thing done or suffered by a sub-committee acting in the exercise of a delegation under this clause has the same force and effect as it would have if it had been done or suffered by the committee.

2. (6) The committee may, by instrument in writing, revoke wholly or in part any delegation under this clause.

3. (7) A sub-committee may meet and adjourn as it thinks proper.

28. Voting and decisions

1. (1) Questions arising at a meeting of the committee or of any sub-committee appointed by the committee are to be determined by a majority of the votes of members of the committee or sub-committee present at the meeting.

2. (2) Each member present at a meeting of the committee or of any sub-committee appointed by the committee (including the person presiding at the meeting) is entitled to one vote but, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.

3. (3) Subject to clause 25.5, the committee may act despite any vacancy on the committee.

4. (4) Any act or thing done or suffered, or purporting to have been done or suffered, by the committee or by a sub-committee appointed by the committee, is valid and effectual despite any defect that may afterwards be discovered in the appointment or qualification of any member of the committee or sub-committee.

5. (5) Any member of the band who is to be remunerated or otherwise receive a benefit will not vote in respect of any contract or proposed contract with the band in which the member has an interest, or in any matter arising from that.

Part 4 - General meetings

29. Annual general meetings - holding of

(1) The band must hold its annual general meetings:

(a) within 6 months after the close of the band’s financial year, or

(b) within such later time as may be allowed by the Director-General or prescribed by the Regulation.

30. Annual general meetings - calling of and business at

1. (1) The annual general meeting of the band is, subject to the Act and to clause 29, to be convened on such date and at such place and time as the committee thinks fit.

2. (2) In addition to any other business which may be transacted at an annual general meeting,

the business of an annual general meeting is to include the following:

1. (a) to confirm the minutes of the last preceding annual general meeting and of any special general meeting held since that meeting,

2. (b) to receive from the committee reports on the activities of the band during the last preceding financial year,

Armidale City Band Incorporated – Constitution (Adopted by Special Resolution on 19/8/2014)

(c) to elect office-bearers of the band and ordinary committee members,

(d) to elect a musical director as per clause 21,

(e) to elect roles as per clause 42,

(f) to receive and consider any financial statement or report required to be submitted to members under the Act.

(4) An annual general meeting must be specified as such in the notice convening it.

31. Special general meetings - calling of

1. (1) The committee may, whenever it thinks fit, convene a special general meeting of the band.

2. (2) The committee must, on the requisition in writing of at least four members, convene a special general meeting of the band.

3. (3) A requisition of members for a special general meeting:

   1. (a) must state the purpose or purposes of the meeting, and

   2. (b) must be signed by the members making the requisition, and

   3. (c) must be lodged with the secretary, and

   4. (d) may consist of several documents in a similar form, each signed by one or more of the members making the requisition.

4. (4) If the committee fails to convene a special general meeting to be held within 1 month after that date on which a requisition of members for the meeting is lodged with the secretary, any one or more of the members who made the requisition may convene a special general meeting to be held not later than 3 months after that date.

5. (5) A special general meeting convened by members as referred to in subclause (4) must be convened as nearly as is practicable in the same manner as general meetings are convened by the committee.

(6) A special general meeting convened by members as referred to in subclause (4) must be attended by the members who requested the meeting.

32. Notice

1. (1) Except if the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary must, at least 14 days before the date fixed for the holding of the general meeting, give a notice to each member specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting.

2. (2) If the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the band, the secretary must, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be given to each member specifying, in addition to the matter required under subclause (1), the intention to propose the resolution as a special resolution.

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(3) A member desiring to bring any business before a general meeting may give notice in writing of that business to the secretary who must include that business in the next general meeting.

33. Quorum for general meetings

1. (1) No item of business is to be transacted at a general meeting unless a quorum of members entitled under this constitution to vote is present during the time the meeting is considering that item.

2. (2) The number of members present (being members entitled under this constitution to vote at a general meeting) constitute a quorum for the transaction of the business for the following meetings:

3. (a) annual general meeting: five members (b) special general meeting: ten members (b) ordinary general meeting: five members

4. (3) If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting:

   1. (a) if convened on the requisition of members, is to be dissolved, and

   2. (b) in any other case, is to stand adjourned to the same day in the following week at the same time and (unless another place is specified at the time of the adjournment by the person presiding at the meeting or communicated by written notice to members given before the day to which the meeting is adjourned) at the same place.

5. (4) If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being at least 3) are to constitute a quorum.

34. Presiding member

1. (1) The president or, in the president’s absence, the vice-president, is to preside as chairperson at each general meeting of the band.

2. (2) If the president and the vice-president are absent or unwilling to act, the members present must elect one of their number to preside as chairperson at the meeting.

35. Adjournment

1. (1) The chairperson of a general meeting at which a quorum is present may, with the consent of the majority of members present at the meeting, adjourn the meeting from time to time and place to place, but no business is to be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.

2. (2) If a general meeting is adjourned for 14 days or more, the secretary must give written or oral notice of the adjourned meeting to each member of the band stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.

Armidale City Band Incorporated – Constitution (Adopted by Special Resolution on 19/8/2014)

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(3) Except as provided in subclauses (1) and (2), notice of an adjournment of a general meeting or of the business to be transacted at an adjourned meeting is not required to be given.

36. Making of decisions

1. (1) A question arising at a general meeting of the band is to be determined by either:

2. (a) a show of hands, or

3. (b) if on the motion of the chairperson or if the majority of members present at the meeting decide that the question should be determined by a written ballot—a written ballot.

4. (2) If the question is to be determined by a show of hands, a declaration by the chairperson that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, or an entry to that effect in the minute book of the band, is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution.

5. (3) If the question is to be determined by a written ballot, the ballot is to be conducted in accordance with the directions of the chairperson.

37. Special resolutions

A special resolution may only be passed by the band in accordance with section 39 of the Act.

38. Voting

1. (1) On any question arising at a general meeting of the band a member has one vote only.

2. (2) In the case of an equality of votes on a question at a general meeting, the chairperson of the meeting is entitled to exercise a second or casting vote.

3. (3) A member is not entitled to vote at any general meeting of the band unless all money due and payable by the member to the band has been paid.

4. (4) A member is not entitled to vote at any general meeting of the band if the member is under 18 years of age, the exception being a junior representative if appointed as per clause 22.

39. Proxy votes not permitted

Proxy voting must not be undertaken at or in respect of a general meeting.

40. Postal ballots

1. (1) The band may hold a postal ballot to determine any issue or proposal (other than an appeal under clause 13).

2. (2) A postal ballot is to be conducted in accordance with Schedule 3 to the Regulation.

Armidale City Band Incorporated – Constitution (Adopted by Special Resolution on 19/8/2014)

Part 5 - Miscellaneous

41. Roles

1. (1) Roles of the band are as follows: (a) patrons

2. (b) assistant musical director (c) band sergeant

3. (d) drum major

4. (e) librarian

5. (f) key custodian

6. (g) instrument custodian

7. (h) uniform custodian

8. (i) band association delegate(s) (j) publicist(s)

9. (2) The band may, from time to time, create additional roles as required.

10. (3) A member may hold multiple roles.

11. (4) Each member is, subject to this constitution, to hold the role until the conclusion of the annual general meeting following the date of the member’s election, but is eligible for re- election.

42. Election of roles

(1) The patron(s) is elected under clause 43.

(2) The assistant musical director is appointed under clause 44.

(3) The role of instrument custodian is assumed by the musical director.

(4) Nominations of candidates for election of roles of the band other than those in subclauses (1), (2) and (3):

1. (a) must be made in writing, signed by 2 members of the band and accompanied by the written consent of the candidate (which may be endorsed on the form of the nomination), and

2. (b) must be delivered to the secretary of the band at least 7 days before the date fixed for the holding of the annual general meeting at which the election is to take place.

3. (4) If insufficient nominations are received to fill all roles, the candidates nominated are taken to be elected and further nominations are to be received at the annual general meeting.

4. (5) If insufficient further nominations are received, any vacant roles remaining are taken to be casual vacancies.

5. (6) If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated are taken to be elected.

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Armidale City Band Incorporated – Constitution (Adopted by Special Resolution on 19/8/2014)

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1. (7) If the number of nominations received exceeds the number of vacancies to be filled, a ballot is to be held.

2. (8) The ballot for the election of roles is to be conducted at the annual general meeting in such usual and proper manner as the committee may direct.

3. (9) A person nominated as a candidate for election of a role must be a member of the band.

43. Patron(s)

(1) The number of Patrons will be decided at the annual general meeting.

(2) The nominations for the election of Patron(s) is to be conducted at the annual general meeting in such usual and proper manner as the committee may direct.

(3) The ballot for the election of Patron(s) is to be conducted at the annual general meeting in such usual and proper manner as the committee may direct.

(4) Patrons are not required to be members of the band.

44. Assistant musical director

1. (1) The assistant musical director is appointed by the musical director within a month of the musical director being elected.

2. (2) The assistant musical director is to assist the musical director in the duties of the musical director as per clause 21.1

3. (3) The assistant musical director is to act in the absence of the musical director.

4. (4) The assistant musical director is to be a member of the band.

45. Band Sergeant

It is the duty of the band sergeant to:

1. (a) manage the discipline of the band at band activities unless this role is being performed by either the musical director in accordance with clause 21.1(e) or the drum major in accordance with clause 46(a).

2. (b) regulate the band uniform during band activities after consultation with the musical director.

3. (c) keep a record of attendance of members at band activities

4. (d) present a written report to monthly committee meetings

46. Drum Major

It is the duty of the drum major to:

(a) manage the marching development of the band

(b) manage the discipline of the band whilst on parade.

(c) arrange marching rehearsal times for the band in consultation with the committee.

47. Librarian

It is the duty of the librarian to:

Armidale City Band Incorporated – Constitution (Adopted by Special Resolution on 19/8/2014)

(a) assist the musical director in program preparation.

(b) keep a register of all music in the library.

(c) ensure that no music is taken from the library without permission from the musical director.

48. Key Custodian

It is the duty of the key custodian to:

1. (a) issue keys to members of the band as directed by committee.

2. (b) maintain the band’s key manifest and present a key audit at the annual general meeting.

49. Instrument Custodian

It is the duty of the instrument custodian to:

1. (a) issue instruments to members of the band upon the collection of a completed instrument hire form and instrument hire fee.

2. (b) notify the treasurer of funds received for instrumental hire.

(c) file instrumental hire forms.

(d) maintain the band’s instrument manifest and present an instrument audit at the annual general meeting.

50. Uniform Custodian

It is the duty of the uniform custodian to:

1. (a) issue uniforms to members of the band upon the collection of a copy of the membership form as per clause 3.3(b)ii.

2. (b) maintain the band’s uniform manifest and present a uniform audit at the annual general meeting.

51. Band Association Delegate(s)

1. (1) It is the duty of the band association delegate(s) to represent the band’s interests at general meetings of the Band Association of New South Wales Incorporated.

2. (2) Two band association delegates may be elected.

52. Publicist(s)

1. (1) It is the duty of the publicist(s) to promote the band and band activities.

2. (2) Multiple publicists may be elected.

53. Casual vacancies of roles

(1) In the event of a casual vacancy occurring in the roles of the band, the committee may appoint a member of the band to fill the vacancy and the member so appointed is to hold the role, subject to this constitution, until the conclusion of the annual general meeting next following the date of the appointment.

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Armidale City Band Incorporated – Constitution (Adopted by Special Resolution on 19/8/2014)

(2) A casual vacancy in the role of the band occurs if the member:

1. (a) dies, or

2. (b) ceases to be a member of the association, or

3. (c) becomes an insolvent under administration within the meaning of the Corporations

4. Act 2001 of the Commonwealth, or

5. (d) resigns from the role by notice in writing given to the secretary, or

6. (e) is removed from office under clause 54, or

7. (f) becomesamentallyincapacitatedperson,or

8. (g) is convicted of an offence involving fraud or dishonesty for which the maximum penalty on conviction is imprisonment for not less than 3 months, or

9. (h) is prohibited from being a director of a company under Part 2D.6 (Disqualification from managing corporations) of the Corporations Act 2001 of the Commonwealth.

54. Removal of role bearers

1. (1) The committee may by resolution remove any member from any role before the expiration of the member’s term of role and may by resolution appoint another person to hold that role until the expiration of the term of role of the member so removed.

2. (2) If a member to whom a proposed resolution referred to in subclause (1) relates makes representations in writing to the secretary or president (not exceeding a reasonable length) and requests that the representations be notified to the members of the committee, the secretary or the president may send a copy of the representations to each member of the committee or, if the representations are not so sent, the member is entitled to require that the representations be read out at the meeting at which the resolution is considered.

55. Junior Band

(1) Should there be sufficient junior members within the band a brass band for junior members will be established and will be known as Armidale City Junior Band.

(2) The musical director will manage the musical development of the junior band.

(3) Management of the junior band will be by the committee or by delegation to sub- committee in accordance with clause 27.

(4) A junior representative will be elected in accordance with clause 22 to represent the interests of the junior band.

56. Membership of the Band Association of New South Wales Incorporated.

Members will be registered as individual members of the Band Association of New South Wales Incorporated.

57. Insurance

The band may effect and maintain insurance.

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Armidale City Band Incorporated – Constitution (Adopted by Special Resolution on 19/8/2014)

58. Property

1. (1) Members are responsible for the good care of all issued band equipment which always remains the property of the band.

2. (2) A parent or guardian is to sign for all equipment issued to junior members.

(3) All equipment is to be returned on the cessation of membership.

(4) The relevant custodian is to take all reasonable steps to recover band property. Any difficulty must be immediately reported to the committee.

59. Instruments

1. (1) Members will ask for permission in writing before using their instruments for private purposes.

2. (2) Members will ask for permission in writing before taking a band instrument away from the local area unless travelling with the band as part of a band activity.

60. Uniforms

(1) Playing members will wear full band uniform to play-outs. i.e., blue coat, grey band trousers / skirt, long sleeve white shirt, yellow tie, black socks / light grey stockings, black lace-up shoes, and cap. For specific occasions, the committee may vary the uniform and the band must be clearly identified.

61. Funds - source

1. (1) The funds of the band are to be derived from entrance fees and annual subscriptions of members, donations and, subject to any resolution passed by the band in general meeting, such other sources as the committee determines.

2. (2) All money received by the band must be deposited as soon as practicable and without deduction to the credit of the band’s bank or other authorised deposit-taking institution account.

3. (3) The band must, as soon as practicable after receiving any money, issue an appropriate receipt.

62. Funds - management

1. (1) Subject to any resolution passed by the band in general meeting, the funds of the band are to be used in pursuance of the objects of the band in such manner as the committee determines.

2. (2) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by any 2 members of the committee or employees of the band, being members or employees authorised to do so by the committee.

63. Change of name, objects and constitution

An application to the Director-General for registration of a change in the band’s name, objects or constitution in accordance with section 10 of the Act is to be made by the public officer or a committee member.

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Armidale City Band Incorporated – Constitution (Adopted by Special Resolution on 19/8/2014)

64. Custody of books etc.

Except as otherwise provided by this constitution, the public officer must keep in his or her custody or under his or her control all records, books and other documents relating to the band.

65. Inspection of books etc.

1. (1) The following documents must be open to inspection, free of charge, by a member of the band at any reasonable hour:

2. (a) records, books and other financial documents of the band,

3. (b) this constitution,

4. (c) minutes of all committee meetings and general meetings of the band.

5. (2) A member of the band may obtain a copy of any of the documents referred to in subclause (1) on payment of a fee of not more than $1 for each page copied.

66. Service of notices

1. (1) For the purpose of this constitution, a notice may be served on or given to a person:

   1. (a) by delivering it to the person personally, or

   2. (b) by sending it by pre-paid post to the address of the person, or

   3. (c) by sending it by facsimile transmission or some other form of electronic transmission to an address specified by the person for giving or serving the notice.

2. (2) For the purpose of this constitution, a notice is taken, unless the contrary is proved, to have been given or served:

   1. (a) in the case of a notice given or served personally, on the date on which it is received by the addressee, and

   2. (b) in the case of a notice sent by pre-paid post, on the date when it would have been delivered in the ordinary course of post, and

   3. (c) in the case of a notice sent by facsimile transmission or some other form of electronic transmission, on the date it was sent or, if the machine from which the transmission was sent produces a report indicating that the notice was sent on a later date, on that date.

67. Financial year

The financial year of the band is each period of 12 months after the expiration of the previous financial year of the band, commencing on 1 July and ending on the following 30 June.

68. Procedure for meetings

1. (1) The procedure for meetings will be guided by Joske’s Law and Procedure At Meetings In Australia 7^th Edition.

2. (2) Except by an express decision made at the commencement of a meeting, no committee meeting or general meeting will last longer than three hours.