Constitution and Rules
The name of the incorporated association is "Olives South Australia Incorporated".
Association means the organisation known and registered as 'Olives South Australia Incorporated'. (OSA)f
Board means the Executive Committee of the Association plus up to 8 (eight) other Committee Members duly elected to manage the Association.
Executive Committee means the Executive Committee of the Board, namely the President, Vice -President, Secretary and Treasurer.
General Meeting means a General Meeting of the association convened in accordance with these rules. This shall include Annual and Special General Meetings.
Member means a current financial Member of the Association.
Month shall mean a calendar month.
OSA is an abbreviation of the 'Olives South Australia Incorporated.'
Special resolution means a special resolution as defined in the Act.
The Act means the Association Incorporated Act. 1985.
3. Objects of the Association
- The objects of the association shall be
- To promote the interests of the olive industry in South Australia.
- To promote and conduct training for members and their staff.
- To promote and conduct seminars, exhibitions and public education as appropriate.
- To facilitate the sharing of information and provide network opportunities for members.
- To represent and promote the interests of Members and the Association in any matter pertinent to the olive industry.
- To foster, support and encourage research in the olive industry.
- To represent members in respect to legislative change or pending legislative change in any matter that may affect the olive industry.
- To foster co-operation and goodwill between research, educational institutions and any other association or body formed for the betterment of the olive industry.
- To promote the interests of the Association and to do all such other lawful things as the Association may consider incidental or conductive to the attainment or advancement of the objects of the Association.
- To establish or cause to be established Regional Committees.
- To form a direct affiliation with the Australian Olive Association Ltd, including representation on the AOA Board
- To plan and deliver projects and services funded by the Olive Industry Fund.
4. Powers of the Association
- The Association shall have all the powers conferred by Section 25 of the Act.
5.1 (a) Ordinary Member.
5.1 Types of Membership shall be
(a) Ordinary Member.
All SA olive growers, processors and other interested parties who support the objects of Olives SA, and agree to be bound by its rules and regulations can apply for membership of the Association. Application shall be made on the prescribed membership application form. Upon the acceptance of the application by the Board and payment of the annual subscription fee, and membership application fee (if any), the applicant shall be a Member of the Association, and shall enjoy full membership with all its rights and privileges. This will include the right to vote and be eligible for election to hold any office in the Association. The power to accept or reject an application for membership of the Association is at all times vested in the Board.
(b) Corporate Member
An Educational facility, a Company, or a group of Companies are eligible to apply for membership of the Association under terms and conditions as determined by the Board.
(c) Honorary Member
Honorary Members shall enjoy all of the rights and privileges of a Member with the exception of the right to vote or be eligible to hold office in the Association. Honorary Membership shall be awarded by a majority vote at a Board meeting. A quorum must be present for the vote to be valid. Honorary Membership shall be for a length of time and conditions as deemed by the Board at that meeting.
(d) Life Member
Life Members shall be any person who is or has been a Member or a representative of a Member who the Board may desire to elect as such in recognition of exceptional service to the Association. In the event that the person so honoured is the representative of a Member then this person shall be accorded membership in his/her own right and the Member who the nominee represents may nominate a further person as representative. A Life Member may remain as a representative of a Member.
Life Members shall enjoy all of the rights and privileges of a Member including the right to vote or be eligible to hold office in the Association
Upon being awarded Life Membership a Member shall pay no further membership subscription.
Life membership shall be awarded by a majority vote at a Board meeting. A quorum must be present for the vote to be valid.
(e) Gold Member
Not withstanding the provisions of Clauses 5.1 (a), (b), (c), (d), the Board may award Gold membership of the Association under terms and conditions as determined by the Board. Gold Members shall enjoy full membership with all its rights and privileges including the right to vote and eligibility for election to any office in the Association.
(a) The subscription fees for membership and membership application fees for all categories of membership shall be recommended by the Board and approved at a General Meeting.
(b) Membership fees may be included in the Australian Olive Association Ltd membership fees to be collected by the AOA.
(c) The subscription fees shall be due and payable annually on 1 July.
(d)Any member whose subscription is outstanding on August 31st shall cease to be a Member.
(e) Membership may be reinstated subject to the approval of the Board and any additional fee as determined by the Board.
A member may resign from the Association by giving written notice to the Secretary of the Association. Subscriptions paid in advance will not be refunded except at the discretion of the Board. The Board reserves the right to recover outstanding subscriptions, fees, levies or any other debt owing to the Association.
The resignation shall take effect upon receipt of notice.
5.4 Termination of Membership of a Member
(a) The Board reserves the right to terminate the membership of any Member for conduct deemed by the Board to be detrimental to the interests of the Association or other such reason, as the Board deems appropriate.
(b) The Member shall be given notice in writing of any termination after due investigation.
(c) The terms and any conditions of the termination of a Member, if any, are to be determined by the Board.
(d) The Member shall have a right of appeal against any termination/expulsion, with such appeal to be lodged within 28 days of notice. The appeal may be determined by reference to a Special General Meeting or hearing as advised by the Board.
5.5 Register of Members
A register of Members must be kept and contain
(a) The name addresses and contacts details of each member.
(b) The date on entry to the association
(c) Any other information as determined by the Board
(d) The confidentiality of Members information shall be preserved as determined by State and Federal Privacy Acts.
6. Office Bearers and their Powers and Duties
6.1 Officer Bearers
(a) The office bearers of the association shall be the President, Vice-President, Secretary and Treasurer known as the Executive Committee plus up to 8 (eight) other Members. Collectively the office bearers shall be known as the Board.
The Board should be representative of whole of chain and of the various regions of the SA Olive Industry.
The Board has the power to co-opt other persons in either a voting or non-voting position if the Board considers that their inclusion will assist in fulfilling the objects of the Association
(b) The President
The President shall be the Associations Chief Executive Officer and preside at all meetings.
(c) The Vice President
In the absence of the President the Vice-President shall act as and have the rights and powers of the President.
(d) The Secretary
The Secretary shall cause to keep all files and records as directed by the Board and as required by the Act.
The Secretary does not have the right to vote if a paid servant of the Association.
(e) The Treasurer
The Treasurer shall assume responsibility for all Association accounts and matters of finance. This shall include preparation and maintenance of Balance Sheets, Financial Statements and returns as required by law.
6.2 Powers and Duties
(a) The Association shall be managed and controlled by the Board, which in addition to the powers and authorities conferred by these rules may exercise such powers to act on all matters to achieve the objects of the Association.
(b) The Board shall have the management and control of the funds and any other property of the Association.
(c) The Board shall have the authority to interpret the meaning of these rules and any other matter relating to the affairs of the Association, which are not specifically stated in these rules.
(d) The Board shall appoint a Public Officer as required by the Act.
(e) The Board shall have the power to pass regulations for the operation of the Association, and appoint sub-committees for the purpose of full filling the objectives of the Association.
(f) The Board shall have the power after appropriate investigation to terminate the appointment of any Board Member who misses three consecutive Board meetings.
(a) The Board shall be elected at the Annual General Meeting of the Association each year and hold office for two years, with half of the Board retiring at each AGM. All Board members are eligible for re-election.
(b) The Secretary must receive nominations for the Board at least 28 days before the Annual General Meeting.
(c) Nominations can only be received from financial Members and must be in writing, signed by the nominee and another financial Member.
(d) Notice of all persons seeking election to the Board shall be given to all members with the notice calling the meeting at which the election shall take place.
(e) The Board may appoint a Member to fill a casual vacancy. This Board Member shall hold office until the next Annual General Meeting.
(f) The Board shall appoint a returning officer to supervise any election.
7. Proceedings of the Board
- There shall be no less than six (6) Board meetings per year at a time and place established by the Board.
- Questions arising at any meeting shall be decided by a majority vote. The Chairperson reserves the right to have a casting vote
- The quorum at a Board meeting shall be sixty percent of the elected Members.
- Any Board Member having a direct or indirect pecuniary interest in a contract or proposed contract must declare their interest. This Member must disclose the nature and extent of such interest and must not vote in respect to that interest
8. Vacancy of a Board Members
1.The office of a Board Member shall become vacant if a Board Member is
(a) Disqualified from being a Member as prescribed under the Act.
(b) Expelled/Terminated as a Member (5.4)
(c) Resigns or is incapacitated by ill health
9. The Seal
1. The Association shall have a common seal, which will bear the name of the Association. The Public Officer shall be the seal holder and responsible for affixing the seal to any documents as required by the Act. The Board shall appoint the seal holder at the Annual General Meeting.
10. General Meetings
10.1 Annual General Meeting
(a) The Annual General Meeting shall be at a time and place nominated by the Board no later than November 30 each year.
(b) Notice of the Annual General Meeting shall be in writing to members not less than 28days before the Annual General Meeting.
(c) The order of business shall be
- The confirmation of the minutes of the previous Annual General Meeting and any Special General Meeting held since the last Annual General Meeting.
- Consideration and tabling of
- Presidents report
- Committee and sub-committee reports
- Accounts including auditor's report
- Election of Board Members
- Appointment of Auditor
- Appointment of Public Officer
- Any other business
10.2 Special General Meetings
(a) The Board may call a Special General Meeting at any time.
(b) Upon request in writing to the Secretary of no less than five (5) financial members, Board shall, within one-month call a Special General Meeting for the purpose specified in the requisition.
(c) Such a request for a Special General Meeting shall be signed by the members requesting the Special General Meeting and state the purpose of the meeting.
10.3 Notice of General or Special General Meetings
(a) At least 14 days notice shall be given of any General or Special General Meeting. Notice to members shall be in writing and shall include the date, time and place of the meeting. Particulars of the nature and order business should be included.
(b) Notices shall be sent to the address that appears in the Members register.
10.4 Procedure at General Meetings
(a) At the published starting time for the Meeting a quorum of 10 Members must be present for the transaction of any business.
(b) The President of the Association will preside as the chairperson at General Meetings.
(c) If the chairperson is absent or retires from the chair, the meeting shall appoint a Member to be chairperson for that Meeting.
10.5 Voting at General Meetings
(a) Subject to these rules, every Member of the Association has one vote at a meeting of the association.
(b) Subject to these rules a question must be decided by a majority of Members present and voting.
(c) A quorum shall consist of a minimum of 10 Members at all Annual, General or Special General Meetings.
10.6 Absentee voting
A Member may appoint another Member to be their proxy and vote at any General Meeting of the Association. Such notice shall be in writing to the Secretary prior to the meeting.
10.7 Special and Ordinary Resolutions
(a) A special resolution as defined Section 3 of the Act.
(b) An ordinary resolution is a resolution passed by a simple majority of Members at a General Meeting.
- Proper minutes of all proceedings of all General Meetings and all Board Meetings of the Association shall be entered within one month after the relevant meeting in a minute file kept for that purpose.
- The Members at a subsequent meeting must confirm the minutes kept pursuant to this rule.
- The minutes shall be signed by the Chairperson of the meeting at which the proceedings took place or as directed by the resolution of the meeting.
- The minutes of a meeting having been signed shall be accepted as a factual record of that meeting.
- A précis of Meetings, including the agenda, and any decisions that affect the operation of the Association, shall be made available to a Member upon written application to the Secretary.
12. Financial Reporting
1. Financial Year
The first financial year of the Association shall be the period ending on the next 30 June following incorporation, and thereafter a period of 12 months commencing 1 July and ending 30 June of the next calender year.
2. Accounts to be kept
The Association shall keep and retain such accounting records as are necessary to correctly record and explain the financial transactions and financial position of the Association in accordance with the Act. The accounts together with the auditor's report, the Boards statement and the Boards report shall be presented to members at the Annual General Meeting.
3. Annual Returns
The annual return shall be lodged with the Office of Consumer and Business Affairs within six months after the end of each financial year
4. Appointment of Auditor
(a) At each Annual General Meeting, the Members shall appoint a person to be auditor of the Association in accord with section 35 (2)(b) and 35 (4) of the Act.
(b) The auditor shall hold office until the next Annual General Meeting and shall be eligible for re election.
- These rules may be altered by special resolution of the Members of the Association. This includes recision or replacement by substitute rules at a Special General Meeting or an Annual General Meeting.
- The alteration shall be registered with the Office of Consumer and Business Affairs and Compliance Branch as required by the Act.
14. Standing Orders and By-Laws
- The Board will establish a set of administrative standing orders, by-laws and other administrative procedures and policies to facilitate the effective operation of the Association. These and any alterations and or amendments will be made available to all Members
- The income and property of the Association shall be applied solely towards the promotion of the objects of the Association and shall not be transferred directly or indirectly to Members. Excepting that fair recompense for expenditure on behalf of the Association may be repaid to Members.
- The Association may only be wound up in the manner provided for in the Act.
- Any surplus assets shall be distributed in accord with Section 43 of the Act