February 4, 2021

Constitution

Sydney Edible Garden Trail  constitution

Contents

Part 1      Preliminary. 2

1      Definitions. 2

Part 2      Membership. 3

2      Membership generally. 3

3      Application for membership. 3

4      Cessation of membership. 3

5      Membership entitlements not transferable. 3

6      Resignation of membership. 3

7      Members’ liabilities. 4

8      Resolution of disputes. 4

9      Disciplining of members. 4

10        Right of appeal of disciplined member 5

Part 3      The committee. 6

11        Powers of the committee. 6

12        Composition and membership of committee. 6

13        Election of committee members. 6

14        Secretary. 6

15        Treasurer 7

16        Removal of committee members. 8

17        Committee meetings and quorum   8

18        Use of technology at committee meetings. 8

19        Delegation by committee to sub-committee. 9

20        Voting and decisions. 9

Part 4      Miscellaneous. 10

21        Insurance. 10

22        Funds – source. 10

23        Funds – management 10

24        The Trail is non-profit 10

25        Distribution of property on winding up of Trail 10

26        Financial year 10


Part 1    Preliminary

1   Definitions

(1)   In this constitution:

committee member means a member of the committee of the Trail.

secretary means the person holding office under this constitution as secretary of the Trail, or if no person holds that office, any committee member.

(2)   In this constitution:

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

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

(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.

Part 2    Membership

2   Membership generally

A person is eligible to be a member of the Sydney Edible Garden Trail (the “Trail”) if:

(a)   the person is a natural person, and

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

3   Application for membership

(1)   An application by a person for membership of the Trail:

(a)   must be made in writing (including by email or other electronic means, if the committee so determines) in the form determined by the committee, and

(b)   must be lodged (including by electronic means, if the committee so determines) with the secretary.

(2)   As soon as practicable after receiving an application for membership, the secretary must refer the application to the committee, which is to determine whether to approve or to reject the application, and

(3)   As soon as practicable after the committee makes that determination, the secretary must notify the applicant in writing (including by email or other electronic means, if the committee so determines) that the committee approved or rejected the application (whichever is applicable).

4   Cessation of membership

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

(a)   dies, or

(b)   resigns membership, or

(c)   is expelled from the Trail.

5   Membership entitlements not transferable

A right, privilege or obligation which a person has by reason of being a member of the Trail:

(a)   is not capable of being transferred or transmitted to another person, and

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

6   Resignation of membership

A member of the Trail may resign from membership of the unincorporated group by first giving to the secretary written notice of at least 1 week (or any other period that 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.

7   Members’ liabilities

The liability of a member of the Trail to contribute towards the payment of the debts and liabilities of the Trail or the costs, charges and expenses of the winding up of the Trail is limited to $1.

8   Resolution of disputes

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

(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)   The Commercial Arbitration Act 2010 applies to a dispute referred to arbitration.

9   Disciplining of members

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

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

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

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

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

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

(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.

(4)   The committee may, by resolution, expel the member from the Trail or suspend the member from membership of the Trail 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.

(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 10.

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

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

(b)   if within that period the member exercises the right of appeal, unless and until the unincorporated group confirms the resolution under clause 10,

whichever is the later.

10 Right of appeal of disciplined member

(1)   A member may appeal to the unincorporated group in committee meeting against a resolution of the committee under clause 9, 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 subclause (1), the secretary must notify the committee, which is to convene a meeting to be held within 28 days after the date on which the secretary received the notice.

(4)   At a meeting of the members convened under subclause (3):

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

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

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

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

Part 3    The committee

11 Powers of the committee

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

(a)   is to control and manage the affairs of the Trail, and

(b)   may exercise all the functions that may be exercised by the unincorporated group, and

(c)   has power to perform all the acts and do all things that appear to the committee to be necessary or desirable for the proper management of the affairs of the unincorporated group.

12 Composition and membership of committee

(1)   The committee is to consist of at least 2 committee members, each of whom is to be elected at the committee meeting of the unincorporated group under clause 13.

(2)   At least 2 committee members must hold the following position:

(a)   the treasurer

(b)   the secretary

(3)   There is no maximum number of consecutive terms for which a committee member may hold office.

13 Election of committee members

(1)   Nominations of candidates for election as committee members:

(a)   must be made in writing, and

(b)   must be delivered to the secretary of the unincorporated group.

(2)   If insufficient 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.

14 Secretary

(1)   It is the duty of the secretary to keep minutes (whether in written or electronic form) of:

(a)   all appointments of members of the committee, and

(b)   the names of members of the committee present at a committee meeting, and

(c)   all proceedings at committee meetings.

(2)   Minutes of proceedings at a meeting must circulated to all committee members.

15 Treasurer

It is the duty of the treasurer to ensure:

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

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

 

16 Removal of committee members

(1)   The unincorporated group in a committee meeting may by resolution remove any member of the committee from the office of member.

(2)   If a member of the committee 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 unincorporated group, the secretary may send a copy of the representations to each member of the unincorporated group or, if the representations are not so sent, the member is entitled to require that the representations be read out at the committee meeting at which the resolution is considered.

17 Committee meetings and quorum

(1)   The committee must meet at least once in each period of 12 months at the place and time that the committee may determine.

(2)   Additional meetings of the committee may be convened by the secretary 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 any other period that may be unanimously agreed on by the members of the committee) before the time appointed for the holding of the meeting.

(4)   Any 2 members of the committee 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 the same place and at the same hour of the same day in the following week.

(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.

18 Use of technology at committee meetings 

(1)   A committee meeting may be held at 2 or more venues using any technology approved by the committee that gives each of the committee’s members a reasonable opportunity to participate.

(2)   A committee member who participates in a committee meeting using that technology is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person.

19 Delegation by committee to sub-committee

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

(a)   this power of delegation, and

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

(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.

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

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

(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.

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

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

20 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 (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)   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.

Part 4    Miscellaneous

21 Insurance

The Trail may effect and maintain insurance.

22 Funds – source

(1)   The funds of the Trail are to be derived from entrance fees to the Virtual Edible Garden Trail or the physical Sydney Edible Garden Trail events, grants and donations and, any other sources that the committee determines.

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

23 Funds – management

(1)   Subject to any resolution passed by the committee members, the funds of the unincorporated group are to be used solely in pursuance of the objects of the Trail in the manner that the committee determines.

(2)   All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by 2 authorised signatories of the Trail’s bank or other authorised deposit-taking institution account.

24 The Trail is non-profit

The Trail must apply its funds and assets solely in pursuance of the objects of the Trail and must not conduct its affairs so as to provide a pecuniary gain for any of its members.

25 Distribution of property on winding up of Trail

(1)   In a winding up of the unincorporated group, any surplus property of the unincorporated group is to be transferred to another organisation with similar objects and which is not carried on for the profit or gain of its individual members.

(2)   In this clause, a reference to the surplus property of an unincorporated group is a reference to that property of the unincorporated group remaining after satisfaction of the debts and liabilities of the Trail and the costs, charges and expenses of the winding up of the Trail.

26 Financial year

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