CONSTITUTION
OF THE
PERTH PC USERS GROUP INC
As amended 1 March 2006

1. NAME
The name of the Group shall be the PERTH PC USERS GROUP INC.
(hereinafter referred to as “the Group”).
2. OBJECTS
(1) The purpose of the Group is to provide on a non-profit basis education and training to advance the effective utilisation of personal computers.
(2) The aims of the group are:-
(a) to advance computer literacy.
(b) to advance the art and science of information processing through education and interchange of ideas.
(c) to keep members abreast of developments in computing and information technology and enable members to exchange information and experience.
(d) to represent computer users in public debate and to act and speak on their behalf where they would be affected by proposed legislation or other regulatory measures.
(e) to provide a forum for the exchange of views amongst computer users and between computer users and the computer industry.
(f) to cooperate support or join with or in other organisations with a similar purpose.
(g) to undertake other activities beneficial to the Group.
3. POWERS OF THE GROUP
The Group has the power to do all such things as are necessary, incidental or conducive to the attainment of the objects of the Group.
4. INCOME AND PROPERTY OF THE GROUP
The income and property of the Group shall be applied solely to the promotion of its objects and no part thereof shall be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of pecuniary profit to the members provided that a remuneration may be paid in good faith to officers and servant s of the Group or other persons in return for services actually rendered to the Group.
5. CLASSES OF MEMBERS
The Perth PC Users Group shall have four types of membership which shall be as follows:
1) Individual membership
2) Family membership
3) Life Membership
4) Corporate Membership
5) Honorary Membership
6. CONDITIONS ATTACHING TO CLASSES OF MEMBERS
The conditions attaching to the classes of members shall be as follows:-
1) Individual membership. Full membership is open to all persons.
Full membership entitles the member to:-
a)attend meetings of the club,
b)vote at general meetings of the club
c)be eligible for election or appointment as an Officer of the Group.
d)receive the monthly magazine, and
2) Family membership. Family membership is open to persons living at the same address as an ‘Individual Member’ at an extra annual cost.
Family membership entitles a Family member to:-
a)attend meetings of the club,
b)vote at general meetings of the club, and
c)be eligible for election or appointment as an Officer of the Group.
3) Life Membership. Life Members are appointed by the Committee. A Life Member is not required to pay annual fees but is entitled to the same rights and conditions as an Individual Member.
4) Corporate Membership. Corporate Membership is open to any incorporated body or organisation Corporate Membership entitles the Corporate Member to:-
a) by notice in writing to the secretary, nominate no more than three persons to be its Representative who shall continue as such Representative until the Secretary receives written notice from the Corporate Member of the appointment of another Representative.
b) A Representative shall be entitled to exercise the same rights as if an individual member.
5) Honorary Membership. Honorary Members are appointed by the Committee for a specified period. An Honorary member is not required to pay annual fees but is entitled to the same rights and conditions as an Individual Member
7. RIGHTS OF MEMBERS PERSONAL
The rights and privileges of every member shall be personal to himself /herself and shall not except to the extent herein provided for Corporate Members in any manner be transferable by his/her act or through any other person on his/her behalf or by the operation of law.
8. APPLICATION FOR MEMBERSHIP
(1) Any person desiring membership of the Group shall make an application in writing in that behalf addressed to the Secretary together with the prescribed annual subscription.
(2) Any member admitted to membership during the currency of the year shall pay such subscription as the Committee determines.
(3) Upon receipt of the application and subscription, and acceptance by the committee, the applicant shall be admitted as a member of the Group.
9. ANNUAL SUBSCRIPTION
(1) The annual subscription shall be due 12 months from the date of joining each year or within thirty (30) days thereof and in respect of each class of members shall be such sum as may from time to time be determined by the Group in General Meeting.
(2) Any member who has failed to pay his/her annual subscription as provided for in sub-rule (1) hereof shall be deemed unfinancial for the purposes of these Rules.
10. UNFINANCIAL MEMBERS
No member shall be entitled to vote at any meeting of the Group or in any ballot directed to be held by the Committee if that member is unfinancial.
11. RESIGNATION OF MEMBERS
Any member may resign his/her membership by giving to the Secretary notice in writing to that effect.
12. EXPULSION OF MEMBERS
(1) It shall be the duty of the Committee if at any time they are of the opinion that the interests of the Group so require by letter to invite any member to withdraw from the Group within a time specified in such letter and in default of such withdrawal to submit the question of his/her expulsion to a Special General Meeting to be held within TWENTY-EIGHT (28) days after the date of such letter.
(2) At such meeting the member whose expulsion is under consideration shall be allowed to offer an explanation of his/her conduct in writing and if thereupon three quarters of the members present shall vote for his/her expulsion he/she shall there upon cease to be a member of the Group.
13. CESSATION OF MEMBERSHIP
Any person shall upon ceasing to be a member of the Group, whether by resignation or expulsion forfeit all rights to and claim upon the Group.
14. COMMITTEE
The business of the Group shall be controlled by a Committee consisting of the President the Vice President the Secretary the Treasurer and such other Officers not exceeding eight (8) in number as the Group determines at a General Meeting.
15. POWERS OF THE COMMITTEE
The Committee may exercise all powers of the Group as are not by these Rules required to be exercised by the Group in General Meeting and without prejudice to any of the foregoing the Committee shall have power to do any one or more of the following things:-
1. To print purchase or otherwise acquire any books newspapers or periodicals and dispose of them as it may think fit.
2. To open and operate any banking account in the name of the Group.
3. To regulate and control its own meetings and the transaction of business thereat.
4. To delegate (subject to such conditions as they may think fit) any of their powers to sub-committees consisting of such members of the Committee and other members of the Group co-opted for that purpose as the Committee may determine and to make such regulations as to the proceedings of such sub-committees as may be considered desirable.
5. To appoint an Acting Secretary or Treasurer as the case may be.
6. To employ and to terminate the employment of any person engaged by the Group.
7. Generally to manage and conduct the business of the Group subject to the Rules.
16. VACANCY ON THE COMMITTEE
The Committee may act notwithstanding any vacancy in its body.
17. DUTY OF THE COMMITTEE
It shall be the duty of the Committee to manage and conduct the affairs of the Group and to see that all the Rules are carried out.
18. COMMITTEE ELECTIONS
1. The election of the Committee shall take place during the Annual General Meeting of the Group.
2. The election of the Committee shall take place in the following order:-
a) President
b) Vice-President
c) Secretary
d) Treasurer
e) Ordinary Members of the Committee
In case no more than the required number of candidates shall be nominated for any office those so nominated shall be declared elected.
3. Election shall be by the show of hands.
4. Subject to these rules each member of the Committee shall hold office until after the completion of the Annual General Meeting next after the date of his election.
5. A retiring Committee Person shall be eligible for re-election or for election to another office.
19. POWERS OF THE PRESIDENT
The President shall have the following powers:-
(1) The President shall preside at all meetings of the Group and of the Committee.
(2) The President shall represent the Group on all occasions requiring official representation and shall be the Group’s spokesperson on all matters relating to the activities business and objects of the Group.
(3) The President shall present to members at the Annual General Meeting a report in writing in respect of the activities and business of the Group and of any events that have significantly affected the state of affairs of the Group during the preceding year.
(4) The President shall be an ex-officio member of all sub-committees which may be appointed.
(5) At his/her discretion but subject to Rule 18 the President may delegate any of his/her duties to any other member of the Committee.
20. VICE PRESIDENT
The Vice President shall assist the President in the discharge of his/her duties and in the absence of the President shall act in his/her place. When so acting the Vice President shall carry out the duties and may exercise all the powers of the President.
21. DUTIES OF THE SECRETARY
(1) The Secretary shall attend and record the names of members present at and take minutes of the proceedings of all meetings of the Committee and shall properly enter such minutes in a book kept for that purpose and in consultation with the President shall prepare an agenda for such meetings.
(2) The Secretary shall issue all such notices of meetings of the Group and the Committee and such other notices as he/she may be directed to issue by the Committee.
(3) The Secretary shall keep in safe keeping a copy of these rules and of any amendment thereof which from time to time may be lawfully made.
(4) The Secretary shall present to the Committee all correspondence directed to the Group which may be received by him and shall prepare and sign all outward correspondence as he/she may be directed by the Committee.
(5) The Secretary shall keep and maintain a register of members in which shall be entered the full name and address telephone number date of admission and class of every member and the full name of a Representative of a Corporate Member. Such information shall be available for inspection by members. Records of membership shall be retained for no less than three financial years.
(6) The Secretary shall perform such other duties as the Committee may prescribe.
22. DUTIES OF THE TREASURER
(1) The Treasurer shall collect and receive all moneys on behalf of the Group and shall give receipts for the same and deposit all such moneys in a banking account in the name of the Group at a bank approved by the Committee.
(2) The Treasurer shall maintain to the satisfaction of the Committee a proper system of accounting for all moneys received and disbursed on behalf of the Group and of all assets and liabilities of the Group.
(3) The Treasurer shall make payment of all accounts by cheque or savings bank withdrawal form such cheque or savings bank withdrawal form to be signed by the Treasurer and to be counter-signed by any one of the President Vice President or Secretary or other nominated committee member.
(4) The Treasurer shall prepare monthly financial statements and shall present the same at the meeting of the committee.
(5) The Treasurer shall keep all vouchers for all moneys expended by the Group and all records and vouchers in respect of moneys received by the Group.
(6) The Treasurer shall perform such other duties as the Committee may prescribe.
23. HONORARY AUDITOR
(1) At every Annual General Meeting a person not being a Member of the Committee shall be appointed to serve as Honorary Auditor for the ensuing year.
(2) No person shall be appointed to the position of Honorary Auditor who is interested otherwise than as a Member in any transaction of the Group.
(3) The Honorary Auditor shall audit the accounts of the Group not less than seven days before the Annual General Meeting.
(4) If a vacancy occurs in the office of Honorary Auditor during the course of the year the Committee shall appoint a person as the Honorary Auditor and the person so appointed shall hold office until the next succeeding Annual General Meeting.
(5) The Auditor shall have the power at any reasonable time to call for the production of all books, accounts, vouchers and other documents.
24. COMMITTEE MEETINGS
(1) The Committee shall meet together for the dispatch of business so often as two Committee Members or the President or in his/her absence the Vice President shall deem necessary but not less than four times in any one year.
(2) At least three days’ notice shall be given to each Committee Member and the Committee may adjourn and otherwise regulate its meetings as it sees fit.
(3) A quorum shall be three members.
(4) In the absence of both the President and the Vice President the members present shall choose one of their number to chair such meeting.
(5) Questions arising at any meeting shall be decided by a majority of votes the Chairman shall have a second or casting vote.
25. CASUAL VACANCIES
Any casual vacancy occurring in the Committee may be filled by the Committee but any person so chosen shall hold office until the expiration of the term of the original appointee.
26. VACATION OF OFFICE
The office of President Vice-President Secretary Treasurer Auditor or Ordinary Member of the Committee shall be vacated if the person filling it:-
(1) ceases to be a member of the Group.
(2) becomes bankrupt or assigns his/her estate in pursuance of any Act relating to bankruptcy or insolvency for the time being in force in the State of Western Australia.
(3) resigns his/her office by notice in writing to the Group.
(4) if the Representative who was elected in his/her capacity as a Representative then ceases to be a Representative of a Corporate Member.
27. REMOVAL OF COMMITTEE PERSON
The Group in General Meeting may by resolution remove any Committeeperson before the expiration of his/her term of office and appoint another person in his/her stead. The person so appointed shall for all purposes be treated as if he/she were appointed to fill a casual vacancy under Rule 25.
28. DECLARATION OF INTEREST
(1) A member of the Committee who is interested in any contract or arrangement made or proposed to be made with the Group shall disclose his/her interest at the first meeting of the Committee at which the contract or arrangement is first taken into consideration if his/her interest then exists or in any other case at the first meeting of the Committee after the acquisition of his/her interest.
(2) If a member of the Committee becomes interested in a contract or arrangement after it is made or entered into he/she shall disclose his/her interest at the first meeting of the Committee after he/she becomes so interested.
(3) No member of the Committee shall vote as a member of the Committee in respect of any contract or arrangement in which he/she is interested and if he/she does so his vote shall not be counted.
29. GENERAL MEETINGS
General Meetings of members of the Group may be:-
(1) Annual
(2) Special
(3) Ordinary
30. ANNUAL GENERAL MEETINGS
(1) The Annual General Meeting of the Group shall be held each year on such date (being not later than four months after the close of the financial year of the Group) and at such place as the Committee determines.
(2) The following shall be the order of business at every Annual General Meeting:-
(a) confirmation of the Minutes of the previous Annual General Meeting.
(b) receipt and consideration of the financial report of the Group.
(c) receipt and consideration of the report of the President and any sub-committees.
(d) the election of the Committee.
(e) appointment of the Honorary Auditor.
(f) any other business which may lawfully be brought forward.
31. SPECIAL GENERAL MEETINGS
(1) The Committee may at any time for any special purpose call a Special General Meeting and it shall do so forthwith upon the written requisition of not less than ten members or ten per cent of members whichever is the lesser stating the purposes for which the meeting is required.
(2) Such meeting shall be convened not less than fourteen days nor more than twenty-eight days after receipt by the Secretary of such request.
32. ORDINARY GENERAL MEETINGS
(a) There shall be at least three Ordinary General Meetings in any financial year held from time to time as determined by the Committee.
(b) Ordinary General Meetings shall be conducted in a manner as informal as the nature of the business allows.
(c) The principal purpose of Ordinary General Meetings is to hear receive and discuss papers or lectures on topics related to the objects of the Group.
(d) The Committee shall regularly report to the Ordinary General Meetings in such a manner as to keep the members present reasonably informed of the Committee’s activities and the business of the Group.
33. CHAIRMAN OF GENERAL MEETING
In the absence of both the President and the Vice-President the members present shall choose one of their number to chair such meeting.
34. CONDUCT OF GENERAL MEETINGS
Subject to the overriding control of the members in General Meeting the Chairman shall have control over the conduct of any. General Meeting including (without limiting the generality of the foregoing) power to determine:
(1) the number of speakers.
(2) the length of time for which speakers may speak; and.
(3) the determination of whether any matter raised is within or without the Group’s objects as defined by these Rules.
35. NOTICE OF ANNUAL OR SPECIAL GENERAL MEETINGS
Fourteen days notice in writing of every Annual or Special General Meeting shall be given to every member at his/her address appearing in the Register of Members stating the time of meeting and the
nature of business to be transacted.
No business other than set out in the notice convening the meeting shall be transacted at any Special General Meeting.
36. OMISSION OF NOTICE
The accidental omission to give notice of a meeting to or the non-receipt of notice of a meeting by any member shall not invalidate any proceedings or resolutions at any meeting of the Group or any Committee thereof.
37. QUORUM AT GENERAL MEETINGS
At all General Meetings of the Group at least 10 members present in person and having voting rights pursuant to Rule 5.2 hereof shall constitute a quorum and if within thirty minutes from the time appointed for the meeting a quorum is not present the meeting if convened upon the requisition of members shall be dissolved and in any other case shall stand adjourned to the same day in the next month at the same time and place and at such adjourned meeting those present shall form a quorum.
38. ADJOURNMENT
The Chairman may with the consent of the meeting adjourn any meeting from time to time but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
39. VOTING
(1) Resolutions (other than special resolutions) shall be carried by a majority of the members present and voting in person at any meeting.
(2) In the case of equality of votes cast on a resolution (whether special or otherwise) the Chairman shall have a second or casting vote.
40. DIVISION
At any General Meeting a declaration by the Chairman that a resolution has been carried and an entry to that effect in the Minute Book of the proceedings of the Group shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution provided that any member may by standing up call for a division which shall be taken in such a manner as the Chairman directs.
41. THE FINANCIAL YEAR
The financial year of the Group shall end on the thirty-first day of December in each year to which day the accounts of the Group shall be balanced.
42. COMMON SEAL
The Common Seal of the Group shall be kept in the custody of the Secretary and shall be affixed to an instrument pursuant to a resolution of the Committee and not otherwise Any two members of the Committee shall respectively sign and counter-sign every instrument to which the seal is affixed and the Secretary shall keep a record of all instruments to which the seal is affixed.
43. LIABILITY
(1) The Group and the members of the Committee shall not be responsible in any way for any damage hurt or loss or contingent loss caused to any member of the Group while attending or
participating in any function organised by the Group or whilst carrying out any activity in the interest of the Group.
(2) Neither the Group nor any member of the Committee shall be liable in any way for any loss accident injury or damage caused to any person present or entity participating in any activities of the Group.
44. AMENDMENT OF RULES
The Rules of the Group may be added to repealed or amended by any special resolution at any Annual or Special General Meeting provided that notice of the special resolution to amend the Rules shall be included in the notice of meeting and that such resolution be passed with at least three quarters majority.
45. WINDING UP
(1) At a Special General Meeting called specifically for the purpose the Group may be dissolved by resolution of a majority of seventy-five per centum ( 75% ) of those members present and voting.
(2) If upon the winding up or dissolution of the Group there remains after satisfaction of ail its debts and liabilities any property whatsoever, the same must not be paid to or distributed among the members, or former members, the surplus property must be given or transferred to another association incorporated under the Act which has similar objects and which is not carried out for the purposes of profit or gain to its individual members, and which association shall be determined by resolution of the members.”
46. DEFINITIONS
In these Rules unless inconsistent with the context or subject matter: -
(1) Words importing the singular number or plural number include the plural number and singular number respectively;
(2) Words importing any gender include every other gender; and
(3) The term “Officer” shall be taken to include the Honorary Auditor of the Group.
(4) The term “computer” shall also include any system using computers.
(5) The term “Bank” includes a bank building society credit union or other financial institution.
(6) The term “Bank Account” means an account with any such institution.