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  1. Part 1 - Preliminary

  1. Name

1) The organisation to which this document refers shall be known as Forster-Tuncurry Men’s Shed Inc., a not-for-profit, tax-exempt, community service organisation, trading as Forster-Tuncurry Men’s Shed, a Member of the Australian Men's Shed Association (AMSA), and hereinafter referred to as “The Shed” or “FTMS”.

  1. Objectives

1) The objectives of The Shed are to advance the health and well-being of its members by providing a safe and happy environment where men can, in the company of other men:

  1. Pursue hobbies, pastimes and interests.

  2. Learn new skills, practice and pass on old skills.

  3. Promote their own and other men's health and well-being.

  4. By their efforts, benefit their families, their friends, The Shed and the wider community in which it operates.

  5. Promote the mentoring of younger men.

  1. Not-For-Profit

1) The Shed is a not-for -profit organisation; accordingly ..

  1. The assets and income of the The Shed shall be applied solely in furtherance of its objectives and no portion of either shall be distributed directly or indirectly to the members of The Shed, except as bona fide compensation or expenses incurred on behalf of The Shed.

  2. In the event of The Shed being wound up, any surplus assets remaining after payment of The Shed's liabilities shall be transferred either to AMSA or, at the discretion of the outgoing Executive Committee, to one or more AMSA-registered Men’s Sheds operating in the Mid-Coast Council area.

  1. Definitions

  1. In this Constitution:

  1. The Shed or FTMS means the Forster-Tuncurry Men’s Shed. Shed.

  2. Committee member means a member of the Committee who is not an office-bearer of The Shed.

  3. President means the elected Chairperson of the Committee.

    1. Vice-President means: the person holding office as Vice-President of FTMS.

    2. Secretary means: the person holding office as Secretary of FTMS.

    3. Treasurer means: the person holding office as Treasurer of FTMS.

  1. Special General Meeting means a general meeting of The Shed other than an Annual General Meeting (AGM).

  1. Part 2 – Membership

  1. Membership Generally

  1. Membership of The Shed is open to individual men, 18 years or over, who are interested in Men's issues in our Community and who support The Shed objectives, as set out in Rule 2.

2) A person is taken to be a member of The Shed if he has applied on the Application Form provided and if he has paid the appropriate Annual Membership Fee. The Secretary must, on payment by the applicant, enter or cause to be entered the applicant’s name in the Register of Members and, on the name being so entered, the applicant becomes a member of The Shed.

3) Only individual financial members shall have voting rights.

  1. Cessation of membership

A person ceases to be a member of The Shed if the person:

  1. dies, or

  2. resigns membership, or

  3. is expelled from The Shed, or

  4. fails to pay the annual membership fee) within 30 days after the fee is due.

  1. Membership entitlements not transferable

Any right, privileges or obligations which a person has by reason of being a member of The Shed:

  1. Are not transferable to any other person, and

  2. Will be terminated immediately on cessation of the person’s membership.

  1. Resignation of membership

  1. A member of The Shed may resign from membership of The Shed by first giving to the Secretary written notice of his resignation.

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

  1. Register of members

  1. The Secretary of The Shed must establish and maintain a register of members of The Shed specifying the name and postal and residential address of each person who is a member of The Shed together with the date on which the person became a member. Subject to the member’s consent, the register may also specify any health conditions.

The register, which may be kept in electronic form, must be kept in New South Wales at the main premises of The Shed.

  1. If a member requests any information contained on the register about any member (other than the member’s name) it is not to be made available for inspection without the prior permission of the member concerned.

10. Members’ liabilities

A new member of The Shed must, on admission to membership, pay to The Shed an initial one off joining fee of  $15.00 and $30.00, covering membership registration and annual insurance for the first 12 months. Thereafter, an annual membership fee of $30.00 will apply. Registration and membership fees are subject to annual review by the Shed Committee.

In addition to the above, all members are invited to pay, on arrival at The Shed, a voluntary contribution of $2.00 to cover the costs of refreshments provided daily for morning tea. This contribution may be subject, from time to time, to unavoidable external cost increases. Any member experiencing financial hardship may approach the Committee, in confidence , for assistance in this regard.

  1. Disciplining of members

  1. A complaint may be made to any member of the Committee by any person who is a member of The Shed who:

    1. has refused or neglected to comply with a provision or provisions of these rules, or

    2. has wilfully acted in a manner prejudicial to the interests of The Shed.

    3. has acted in a manner controversially to the conduct expected of a member outlined in the “Guidelines of The Shed”

  1. The Committee may refuse to deal with a complaint if it considers the complaint to be trivial or vexatious in nature.

  2. If the Committee decides to deal with the complaint, the Committee:

  1. must cause notice of the complaint to be served on the member concerned,

  2. 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

  3. must take into consideration any submissions made by the member in connection with the complaint.

  1. The Committee may, by resolution, expel the member from The Shed 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 expulsion is warranted in the circumstances.

  2. If the Committee expels 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 11.

  3. The expulsion does not take effect until the expiration of the period within which the member is entitled to appeal against the resolution concerned, or if within that period the member exercises the right of appeal.

  1. Right of appeal of disciplined member

  1. A member may appeal to The Shed in a special general meeting against a resolution of the Committee under clause 10, within 7 days after notice of the resolution is served on the member, by lodging with the Secretary a notice to that effect.

  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. On receipt of a notice from a member (under sub-clause 1), the Secretary must notify the Committee which is to convene a general meeting of The Shed to be held within 28 days after the date on which the Secretary received the notice.

  4. At a special general meeting of The Shed convened under sub-clause 3):

  1. No business other than the question of the appeal is to be transacted, and

  2. The Committee and the member must be given the opportunity to state their respective cases orally or in writing, or both, and

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

  1. The appeal is to be determined by a simple majority of votes cast by members of The Shed.

  1. Part 3 - The Committee

  1. Powers of the Committee

Subject to these Rules and Objectives and to any resolution passed by The Shed in general meeting, the Committee:

  1. Is to apply leadership and manage the affairs of The Shed, and

  2. Has the power to maintain discipline and the conduct of members of the shed and to adjudicate in all matters.

  3. Has power to do all such things as appear to the Committee to be necessary or desirable for the proper management of the affairs of The Shed.

  1. Composition and membership of committee

Provided always that there are sufficient nominations to provide a full complement of nine annually-elected committee members, individual members will not be permitted to serve for more than three consecutive years in office.

In the event that the positions vacated by one or more of the outgoing members cannot be filled by election, the outgoing member(s) may be invited to resume their respective committee appointments for one more year.

  1. The Committee is to consist of:

  1. The office-bearers of The Shed, and

  1. At least 5 ordinary Committee members, each of whom is to be elected at the Annual General Meeting of The Shed under clause 18.

  1. The total number of Committee members is to be 9.

  2. The office-bearers of The Shed are as follows:

  1. the President,

  2. the Vice-President

  3. the Treasurer,

  4. the Secretary

  1. A committee member may hold up to 2 offices (other than both the President and Treasurer offices).

  2. Each member of the Committee is, subject to this charter, to hold office until the conclusion of the Annual General Meeting (AGM) following the date of the member’s election, but is eligible for re-election.

  3. 6.1) Any committee member who has been elected to office for three consecutive years will not be permitted to nominate for a fourth consecutive term. He may however, renominate after an absence from office of not less than twelve months.

6.2) At the end of each year, not less than three committee members will be asked to stand down, thereby enabling other shed members to be actively involved in the development and implementation of future shed activities.

Should there be no nominations for the appointments vacated, one or more of the retiring committeemen will be invited to serve for another year, thereafter standing down annually until a suitably qualified replacement can be found.

  1. Election of Committee members

  1. Nominations of candidates for election as office-bearers of The Shed or as ordinary committee members:

  1. must be made in writing, signed by 1 member of The Shed and accompanied by the written consent of the candidate (which may be endorsed on the form of the nomination), and

  2. must be delivered to the Returning Officer of The Shed at least 1 day before the date fixed for the holding of the Annual General Meeting at which the election is to take place.

  1. 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.

  2. If insufficient further nominations are received, any vacant positions remaining on the Committee are taken to be casual vacancies.

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

  4. If the number of nominations received exceeds the number of vacancies to be filled, a secret ballot is to be held.

  5. The ballot for the election of office-bearers and ordinary members of the Committee is to be conducted at the Annual General Meeting (AGM) in such usual and proper manner as the committee may direct.

  6. A person nominated as a candidate for election as an office-bearer or as an ordinary Committee member of The Shed must be a member of The Shed.

  1. President.

The President of The Shed chairs meetings, and oversees operations of The Shed in accordance with the Rules and Objectives.

  1. Vice-President.

The Vice-President shall assist the President in his duties and chair meetings when the president is absent.

18. Secretary

  1. The Secretary of The Shed must, as soon as practicable after being appointed as Secretary, lodge notice with The Shed of his address.

  2. It is the duty of the Secretary to keep minutes of:

  1. all appointments of office-bearers and members of the Committee and sub-Committees, and

  2. the names of members of the Committee present at a Committee meeting or a general meeting, or an Annual AGM or Special General Meeting and

  3. all proceedings at Committee meetings and general meetings and AGMs and SGMs.

  4. prepare agendas for all Committee Meetings, AGMs, SGMs and General Meetings

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

19. Treasurer

It is the duty of the Treasurer of The Shed to ensure that

  1. all money due to The Shed is collected and receipted and that all payments authorised by The Shed are made and that

  2. Members have access to monthly statements of the Shed's financial position.

20. Casual vacancies

  1. In the event of a casual vacancy occurring in the membership of the Committee, the Committee may appoint a member of The Shed to fill the vacancy and the member so appointed is to hold office, subject to the conditions outlined in this Constitution, until the conclusion of the Annual General Meeting next following the date of the appointment.

  2. A casual vacancy in the office of a member of the Committee occurs if the member:

  1. dies, or

  2. ceases to be a member of The Shed, or

  3. resigns office by notice in writing given to the Secretary, or

  4. is removed from office, or

  5. is absent without the consent of the Committee from 3 consecutive meetings of the Committee.

21. Removal of Committee members

  1. The Shed in general meeting may, by 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.

22. Committee meetings and quorum

  1. The Committee must meet at least 10 times in each period of 12 months at such place and time as the Committee may determine.

  2. Additional meetings of the Committee may be convened by the President or by any member of the Committee.

  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. Notice of a meeting given under sub clause 3) must specify the general nature of the business to be transacted at the meeting.

  5. Any 4 members of the Committee, including the member presiding over that meeting, constitute a quorum for the transaction of the business of a meeting of the Committee.

  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 a suitable place and time suitable within 10 days of the proposed transaction.

  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 or adjourned.

  8. At a meeting of the Committee the President or, in the President’s absence, one of the remaining members of the Committee as may be chosen by the members present at the meeting, to preside.

23. Delegation by Committee to sub-committee

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

24. Voting and decisions

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

  3. 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.

  4. A Committee Member who has a conflict of interest in any matter before the Committee must disclose that interest and must abstain from any discussion or vote on the matter.

  1. Part 4 - General meetings

25. Annual General Meetings - holding of

  1. The Shed must hold its Annual General Meetings (AGMs) within four (4) months of the end of the financial year.

26. Annual General Meetings - calling of & business at

  1. The Annual General Meeting of The Shed is to be convened on such date and at such place and time as the Committee thinks fit.

  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. to confirm the minutes of the last preceding Annual General Meeting and of any special general meeting held since that meeting,

  2. to receive from the Committee, reports on the activities of The Shed during the last preceding financial year,

  3. to elect office-bearers of The Shed and ordinary Committee members,

  4. to receive and consider any financial statement or report required to be submitted to members.

  1. An Annual General Meeting must be specified as such in the notice convening it.

  2. Proxy votes may be accepted at any AGM for the purpose of the election of committee members and executive.

27. Special General Meetings - calling of

  1. The Committee may, whenever it thinks fit, convene a Special General Meeting (SGM) of The Shed.

  2. The Committee must, on the requisition in writing of at least 30% of the total number of members, convene a SGM of The Shed.

  3. A requisition of members for a Special General Meeting:

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

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

  3. must be lodged with the Secretary, and

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

28. Notice

  1. Except if the nature of the business proposed to be dealt with at a general meeting requires a special resolution of The Shed, the Secretary must, at least 7 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. No business other than that specified in the notice convening a general meeting is to be transacted at the meeting.

29. Quorum for general meetings

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

  2. Twenty (20) members present (being members entitled under this Charter to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.

  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. if convened on the requisition of members, is to be dissolved.

  1. In any other case, the meeting is to stand adjourned to the same day in the following week at the same time.

30. Adjournment

  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. If a General Meeting is adjourned for 14 days or more, the Secretary must give notice of the adjourned meeting to each member of The Shed stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.

31. Making of decisions

  1. A question arising at a general meeting of The Shed is to be determined by either:

  1. a show of hands, or

  2. if on the motion of the Chairperson or if 5 or more members present at the meeting decide that the question should be determined by a written ballot.

  1. If the question is to be determined by a written ballot, the ballot is to be conducted in accordance with the directions of the Chair.

32. Special resolutions

A resolution of The Shed is a special resolution if it is passed by a majority which comprises at least three-quarters of such members of The Shed as being entitled under the rules to do so, vote in person, at a general meeting of which at least 21 days written notice specifying the intention to propose the resolution was given.

33. Voting

  1. On any question arising at a general meeting of The Shed, a member has one vote only.

  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. A Member is not entitled to vote at any general meeting of The Shed unless all money due and payable by the member to the association has been paid.

34. Proxy votes not permitted

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

35. Postal ballots

The Shed may hold a postal ballot to determine any issue or proposal.

36. Insurance

The Shed must ensure that appropriate current insurance is available to Members of The Shed and its authorised visitors engaged in activities in The Shed.

37. Funds - source

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

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

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

38. Funds - management

  1. Subject to any resolution passed by The Shed in General Meeting, the funds of The Shed are to be used in pursuance of the objects of The Shed in such manner as the Committee determines.

  2. All financial accounts, insurances and licenses are to be overseen and paid by Forster-Tuncurry Men’s Shed.

39. Service of notices

  1. For the purpose of these rules, a notice may be served on or given to a person:

  1. by delivering it to the person personally, or

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

  3. 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.

40. Occupational Health and Safety

All Occupational Health and Safety matters of The Shed will be conducted in accordance with theWH & S Act, 2000

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