CHORAL ASSOCIATION AUSTRALIA INC.
CONSTITUTION

A. INTRODUCTION

1.   ESTABLISHMENT AND NAME:
The name of the organisation is “Choral Association Australia Inc.”.  (herein called “the Association”).  This is established by this Constitution by the signatories hereto, the Choral Association Australia Inc (herein called “the Association”).

2. DEFINITIONS:

“CAA Inc.” means Choral Association Australia Inc.
“Member” means a member of the CAA Inc..
“Executive” member means an office-bearer of the Association - President, Vice President, Secretary and Treasurer.
“General meeting” means a meeting of the members
“Board” means board of management of  CAA Inc.
“Ordinary member of the Board” means member of the Board of management other than executive members
“Financial year” means from the first day of July to the following thirtieth day of June.

B. OBJECTS

3.  OBJECTS
The objects of the Association as established are:-
(1)  To stimulate interest and participation in choral and vocal music and related activities through discussion, workshops, sharing or programmes and activities, educational events and through contributing to public knowledge of the arts of choral and vocal music;

(2)  To provide information about choral and vocal activities and other related matters through the print and non-print media;

(3)  To organise festivals, concerts and other choral and vocal activities, and related activities, and to involve such other persons or groups as may be deemed desirable;

(4)  To foster and encourage the development of choral music in regional centres, particularly in non-metropolitan centres;
(5)  To encourage the development of ALL community choirs

(6)  To bring together specialised choral, vocal and other groups for the purposes of performance and interaction;

(7) To foster support for and interest in contemporary music, and especially for composition, performance and publication of Australian choral and vocal music.

(8)    To foster the art of choral conducting; and to support all choral music teachers in the art of conducting

(9)  To encourage the growth of choral programmes in schools;

(10)  To encourage the provision of training in performance, accompaniment, conducting, composition, arrangement and administration in relation to choral and vocal groups, and to encourage research;

(11)  To approach Federal and State governments, local government and other funding bodies and individuals for sponsorship of choral and vocal activities;

(12)  To provide information on administrative matters such as insurance, copyright, performance venues and other practicalities;

(13)  To establish relations with choral, vocal and other associations in Australia and overseas;

1. To arrange performances and information-sharing by practitioners in the choral, vocal and related areas, by Australian and international participants; and to seek opportunities for like exchange.
2. To speak and act as advocate for and to present the choral and vocal arts in such roles as entrepreneur, consultant, delegate and interest groups.

 (16) The property and income of the association shall be applied solely towards the promotion of the objects or purposes of the association and no part of that property or income may be paid or otherwise distributed directly or indirectly to members of the association, except in good faith in the promotion of those objects or purposes.

 C. STRUCTURE & MEMBERSHIP

4.   STRUCTURE
Choral Association Australia Inc is a national not for profit organisation

5.  MEMBERSHIP
(1)  The members of the Association shall consist of:
 

(2)  Membership shall apply from year to year and, except in the case of honorary membership, shall be subject to payment of a membership fee as provided herein.

(3)  Qualification for membership shall extend to: 

(4)  The Board may admit to membership as an honorary member any person or institution where the Board consider such person or institution has rendered special service to the Association or to the cause of choral music generally.

(5)  Each member, individual and institutional, shall have one vote.  An institution member shall nominate its voting representative when renewal of membership is due (once a year from nearest quarter of original joining date).

6.  SUBSCRIPTIONS:
(1)  Membership fees applicable to individuals and institutions shall be as decided by the Board from time to time and in so deciding the Board may fix different rates for each category.  In the case of individuals the Board may also decide upon a concession rate for choristers and age pensioners

(2)  A subscription shall initially be for one calendar year from the date of joining. Subsequent subscriptions shall become due on either the 31st March, 30th June, 30th September or 31st December in each following financial year, depending on which is the nearest to the original date.

(3)  The liability of a member of the Association to contribute towards the payment of debts and liabilities of the Association or the cost, charges and expenses of the winding up of the Association is limited to the amount, if any, unpaid by the member in respect of membership of the Association as required in Item 6.1. 

7.  REGISTER OF MEMBERS
(1)The Secretary, on behalf of the Association, must comply with section 27 of the Act by keeping and maintaining-
in an up to date condition a register of the members of the Association and their postal or residential addresses and, upon the request of a member of the Association, shall make the register available for the inspection of the member and the member may make a copy of or take an extract from the register but shall have no right to remove the register for that purpose.

(2) The register must be so kept and maintained at the Secretary’s place of residence or at such other place as the members at a general meeting decide.

(3) The Secretary must cause the name of a person who dies or who ceases to be a member under rule 8 to be deleted from the register of members referred to in sub-rule (1). 

8.  CESSER OF MEMBERSHIP:
(1)  A person or institution shall cease to be a member by: 

(2) Prior to any action pursuant to sub-clause (1) (c) of this clause the member in respect of whom action is being considered shall, not later than ten (10) clear days prior to the meeting, be given written notice of any allegation made and of the resolution proposed for the meeting of the Board.  Such person shall be given the opportunity orally or in writing or both to comment upon or rebut such allegation.

(3) If any member who has been given notice pursuant to sub-clause (2) of this clause shall wish for the matter to be dealt with by a general meeting of the Association and gives to the Secretary of the Association not later than forty-eight hours prior to the time fixed for the meeting of the Board notice that he so requires the matter to be dealt with, then the Secretary shall arrange for a general meeting to be called with the member having the same rights of oral or written submission or both.  If at a general meeting, the resolution is not supported by at least 60% of those present in person or by proxy, then the resolution shall be taken to be lost.

D. MEETINGS AND VOTES

9.  ANNUAL GENERAL MEETING:
(1)  The Association shall in each financial year convene an annual general meeting of its members.
 (2)  The annual general meeting shall be held on such day as the Board determines but not later than 4 months after the end of the association financial year.

(3)  The annual general meeting shall be specified as such in the notice convening it.

(4)  The ordinary business of the annual general meeting shall be: 

(5)  Every two years or biennially the annual general meeting shall ensure that there is an election conducted for office-bearers and ordinary members of CAA Inc.

(6)  The annual general meeting shall appoint an auditor for ensuing years.

(7)  The annual general meeting may transact special business of which notice is given in accordance with the provisions hereof.

(8)  The annual general meeting shall be in addition to any other general meeting that may be held in the same year.

(9)  The non-receipt of a notice of meeting by any member shall not invalidate any of the proceedings at any such meeting.

(10)   The annual general meeting and activities which may be organised to occur at the same period, such as seminars, choral festivals and like..  At the appropriate times and at the conclusion of an annual general meeting or shortly thereafter the Board will accordingly advise on the venue for the next annual general meeting.

10.   SPECIAL GENERAL MEETING
(1) All general meetings other than the annual general meeting shall be called special general meetings. 

(2) Special general meetings may be convened either by the Board on its own motion or by the Secretary on receipt of a requisition signed by at least 10% of the total number of members. All CAA Inc members must be notified before the 10% is calculated

(3) The requisition for a special general meeting shall state the objects of the meeting and shall be signed by the members making the requisition and be sent to the address of the Secretary, and may consist of several documents in a like form, each signed by one or more of the members making the requisition.

(4) If the Board of management does not cause a special general meeting to be held within one month after the date on which the requisition sent to the address of the Secretary, the members making the requisition, or any of them, may convene a special general meeting to be held not later than three months (3) after that date. 

11. NOTICES FOR GENERAL MEETINGS:
(1) The Secretary of the Association shall: 

(2) No business other than that set out in the notice convening the meeting shall be transacted at the meeting.

(3) A member desiring to bring any business before a meeting may give notice of that business in writing to the Secretary, who shall include that business in the notice calling the next meeting after the receipt of the notice.  

12. PROCEDURE
(1) All business that is transacted at a special general meeting and all business that is transacted at the annual general meeting with the exception of that specially referred to herein as being the ordinary business of the annual general meeting shall be deemed to be special business.

(2) No item of business shall be transacted at a general meeting unless a quorum of members entitled as provided herein to vote is present during the time when the meeting is considering that item.

(3) 10 (ten) members personally present (being members entitled to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting. 

(4) If within half an hour of the appointed time of the commencement of a general 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 next day at the same time and (unless another place is specified by the Chairman at the time of the adjournment or by written notice to members given before the day to which the meeting is adjourned) at the same place and if at the adjourned meeting the quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being not less than 10) shall be a quorum.  

13. CHAIR
(1) The President, or in the President’s absence, the Vice President, shall preside as Chairman at each general meeting of the Association. (2) If the President and the Vice-President are absent from a general meeting, the members present shall elect one of their number to preside as Chairman at the meeting.
 14.  ADJOURNMENT
(1) Chairman of a general meeting at which a quorum is present may, with the consent of the meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place. 
(2) Where a meeting is adjourned for 14 days or more, a lieu notice of the adjourned meeting shall be given as in the case of the general meeting. 
(3) Except as provided in sub-clauses 1 and 2 it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting. 

15. VOTING IN MEETINGS
(1) A question arising at a general meeting of the Association shall be determined by a show of hand and unless before or on the declaration of the show of hands a poll is demanded, a declaration by the Chairman that the resolution had, on a show of hand, been carried or carried unanimously or carried by a particular majority or lost, and an entry to that effect in the Minute Book of the association is evidence of the fact without proof of the number or proportion of the votes recorded in favour of , or against, that resolution. 
(a) Upon any question arising at a general meeting of the Association, a member has one vote only. 
(b) All votes shall be given personally, by proxy or by postal ballot. 
(c) Not withstanding paragraph 1(a) above, an individual at a meeting may exercise any number of proxies and represent any number of individuals and any number of institutions both subject to proper legal authorisation
(d) In the case of an equality of voting on a question, the Chairman of the meeting is entitled to exercise a second or casting vote. 
(2)
(a) If at a meeting a poll is demanded by not less than 5 members, it shall be taken in such manner as the Chairman may direct and the resolution of the poll shall be deemed to be a resolution of the meeting on that question. 
(b) A poll that is demanded on the election of a Chairman or a question of an adjournment shall be taken forthwith and a poll that is demanded on any other question shall be taken at such time before the close of the meeting as the Chairman may direct. 
(3) A member is not entitled to vote at any general meeting unless all monies due and payable by the member to the Association have been paid. 

16. POSTAL BALLOTS AND PROXIES FOR MEETINGS
(1) Each member shall be entitled to a postal ballot. Request for a postal ballot shall be made to the Secretary in writing not less than 10 days before the time of the meeting at which the vote is to be taken.  The postal ballot shall be in the hands of the Returning Officer by the commencement of voting.
(2) Each member shall be entitled to appoint a proxy by notice given to the Secretary not later than 24 hours before the time of the meeting in respect of which the proxy is appointed. 
(3) The notice appointing the proxy shall be in or to the effect of the form set out in Appendix 1. 

E. MANAGEMENT

17. Board of management
(1) The affairs of the Association shall be managed by a Board of management constituted as provided in Clause 18.  The Board shall consist of the following office-bearers:
President, Vice-President, Secretary, Treasurer; with additional ordinary members as shall be determined at the Annual General Meeting.  The Board shall not exceed 7 (seven) members and the Immediate Past President shall be invited to sit with the new Board of management ex officio. 
(2) The Board:
(a) Shall control and manage the business and affairs of the Association;
(b) may, subject to the provision hereof, exercise all such powers and functions as may be exercised by the Association other than those powers and functions that are required by the provisions hereof to be exercised by general meetings of the members of the association;
(c) Subject hereto, has power to perform all such acts and things as appear to the Board to be essential for the proper management of the business and affairs of the Association;
(d) Has the power from time to time to appoint any person from the CAA Inc Board willing to represent CAA Inc  to the Australian National Choral Association Council.
(e) Makes recommendations for the appointment of an Auditor and of a Returning Officer for the election of Western Australian Board members. 
(f) Shall take all necessary steps to ensure the proper conduct of elections of Board members every two years.
(g) Shall appointthe executives officers from within the elected board members. 

(3) If being an aim of the Association to have its functions and operations and its meetings distributed in regions throughout Australia, the Board shall encourage individuals and institutions through Australia to decide upon the regions appropriate to their interest.  The Board shall be empowered to make such rules as it considers appropriate for the management of the association.
(4) All office-bearers shall be appointed for a term of two years and shall not hold the same office for more than two consecutive terms, unless he/she is invited by the board of management and if he/she is re-elected on the board by the members of the association in Western Australia
5. The CAA. Inc. executive board of management (Western Australia) may co-opt any person to be a member for a specific term or for specific duties on behalf of the executive members of the board. During the term of his/her appointment such co-opted members shall have all the powers of a committee member; however he/she will have no voting power. His/her appointment shall lapse on the expiration of the term or the completion of the duties for which he/she was appointed.

6.  Chairperson and Vice-Chairperson

(1) of the incorporation act), the Chairperson must preside at all general meetings and Committee meetings.
(2) In the event of the absence from a general meeting of-
(a) The Chairperson, the Vice-Chairperson; or
(b) Both the Chairperson and the Vice-Chairperson, a member elected by
     the other members present at the general meeting, must preside at the general meeting.
(3) In the event of the absence from a Committee meeting of-
(a) The Chairperson, the Vice-Chairperson; or
(b) Both the Chairperson and the Vice-Chairperson, a Committee member elected by the other Committee members present at the Committee meeting, must preside at the Committee meeting.

7. Secretary

 The Secretary must-
(a) co-ordinate the correspondence of the Association;
(b) keep full and correct minutes of the proceedings of the Committee and
      of the Association;
(c) comply on behalf of the Association with-
(i) section 27 of the Act with respect to the register of members of the Association, as referred to in rule 6;
(ii) section 28 of the Act by keeping and maintaining in an up to date condition the rules of the Association and, upon the request of a member of the Association, must make available those rules for the inspection of the member and the member may make a copy of or take an extract from the rules but will have no right to remove the rules for that purpose; and
(A) the names and residential or postal addresses of the persons who hold the offices of the Association provided for by these rules, including all offices held by the persons who constitute the Committee and persons who are authorised to use the common seal of the Association and
(B) the names and residential or postal addresses of any persons who are appointed or act as trustees on behalf of the Association, and the Secretary must, upon the request of a member of the Association, make available the record for the inspection of the member and the member may make a copy of or take an extract  from the record but will have no right to remove the record for
 that purpose;
(d) unless the members resolve otherwise at a general meeting, have custody of all books, documents, records and registers of the Association, including those referred to in paragraph
(c) but other than
     those required by rule 13 to be kept and maintained by, or in the custody of, the Treasurer; and
(e) perform such other duties as are imposed by these rules on the
     Secretary

8. Treasurer

  The Treasurer must-

1. be responsible for the receipt of all moneys paid to or received by, or by him or her on behalf of, the Association and must issue receipts for those moneys in the name of the Association;
2. pay all moneys referred to in paragraph (a) into such account or accounts of the Association as the Committee may from time to time direct;
3. make payments from the funds of the Association with the authority of a general meeting or of the Committee and in so doing ensure that all cheques are signed by himself or herself and at least one other authorised Committee member, or by any two others as are authorised by the Committee;
4. comply on behalf of the Association with sections 25 and 26 of the Act with respect to the accounting records of the Association by-

(iv)  Submitting to members at each annual general meeting of the Association accounts of the Association showing the financial position of the Association at the end of the immediately preceding financial year.

1. whenever directed to do so by the Chairperson, submit to the Committee a report, balance sheet or financial statement in accordance with that direction;
2. unless the members resolve otherwise at a general meeting, have custody of all securities, books and documents of a financial nature and accounting records of the Association, including those referred to in paragraphs (d) and (e); and
3. Perform such other duties as are imposed by these rules on the Treasurer

Casual vacancies in membership of Committee

9  A casual vacancy occurs in the office of a Committee member and that office becomes vacant if the Committee member-
(a) dies;
(b) resigns by notice in writing delivered to the Chairperson or, if the Committee member is the Chairperson, to the Vice-Chair and that resignation is accepted by resolution of the Committee;
(c) is convicted of an offence under the Act;
(d) is permanently incapacitated by mental or physical ill-health;
(e) is absent from more than-
(i) 3 consecutive Committee meetings; or
(ii) 3 Committee meetings in the same financial year without tendering an apology to the person presiding at each of those Committee meetings; of which meetings the member received notice, and the Committee has resolved to declare the office vacant;
(f) ceases to be a member of the Association; or
(g) is the subject of a resolution passed by a general meeting of members terminating his or her appointment as a Committee
(h) When a casual vacancy occurs, the committee shall appoint a member to fill the vacancy and hold the appointed office until the AGM.

18. ELECTION FOR BOARD OF MANAGMENT
(1)  A call for nomination of candidates for election to the Board shall be posted out to all members at least four months before the AGM of the association;

(2). for nomination to the board of management of the association (Western Australia), a candidate MUST be an individual member of the CAA Inc. 

(3) Nominations shall be made in writing, signed by one member of the Association and accompanied by the written consent of the candidate; nominees and nominators must be individual members of the association and  (see clause two( 2)-
(i) Shall be delivered to the Returning Office (Appointed by the board of management for that purpose only) of the Association not later than sixty (60) days before the date of the annual general meeting:
(3) The names of the nominees shall be made known to all W.A. members not later than forty (40) days before the annual general meeting.

(4) If insufficient nominations are received to fill vacancies on the Council, the candidates nominated shall be deemed to be elected and any remaining vacancies shall be filled by co-option. 

(5) If the number of nominations received is equal to the number of vacancies to be filled, the person nominated shall be deemed to be elected. 

(6) If the number of nominations exceeds the number of vacancies to be filled, a postal ballot shall be sent to all members.

(7) All position on the CAA Inc board is from the first of July to the Thirtieth of June – refer to clause 17 (4) of this constitution

(8) In any postal ballot:

RETURNING OFFICER

1. The returning officer will take responsibility for the running of the election and with directions form the Board of management of CAA Inc only
2. The Returning officer will be appointed by the board of management of CAA Inc. 

Duties

1. Post election notice to members calling for nominations
2. Receive nominations
3. After close of nominations check for validity of nominations
4. If more nominations than vacancies, call for postal ballot
5. Prepare and provide all ballot material with agreement from the board of management
6. Post ballot papers
7. After closing of ballot, check membership details against  roll of voters
8.  Count ballot papers and provide signed declaration of results.
9. Notify Board and members of duly elected members.

19. TERMINATION OF OFFICE
For the purpose hereof, the office of an office-bearer of the Association or of an ordinary member of the Board become vacant if the office-bearer or member:-
(a) Ceases to be a member of the Association or
(b) Resigns office by notice in writing given to the Secretary.

20. PROCEDURE FOR MEETINGS
(1) The Board shall meet at least four times in each year by such means and at such times as the board may determine. 
(2) Special meetings of the Board may be convened by the President or by any three members of the Board

(3) Notice shall be given to members of the Board of any special meeting specifying the general nature of the business to be transacted.

(4) Any fourmembers of the Board shall constitute a quorum for the transaction of the business of a meeting of the Board. 

(5) At meetings of the Board 

(6) Questions arising at a meeting of the Board or of any sub-committee appointed b the Board shall be determined on a show of hands or, if demanded by a member, by a poll taken in such manner as the person presiding at the meeting may determine. 

(7) Each member present at a meeting of the Board or of any sub-committee appointed by the Board (including the person presiding at the meetings) shall be entitled to one vote and, in the event of an equality of votes on any question; the person presiding may exercise a second or casting vote.   

(8) Notice of each Board meeting shall be served on each member of the Board by notice of not less than seven days. 

(9) The Board may act notwithstanding any vacancy on the Board.  

21. MINUTES
The Secretary of the Association shall keep Minutes of the resolutions and proceedings of each general meeting and each Board meeting in books provided for that purpose together with a record of the names and persons present at Board meetings. All minutes are to be signed and dated by the chairman and the secretary of the board at the beginning of each new meeting for the previous meeting.
 

22. ADMINISTRATOR
(1) Appointment of administrator to be at the discretion of the board of management of CAA Inc for Western Australia. 

23.  SIGNATORIES
Three signatories will be lodged with the bank for the purpose of cheques, drafts, bills of exchange, promissory notes and other negotiable instruments and shall be signed by any two of the three members of the Board registered. for that purpose  Documents requiring signature shall be signed by two members of the Board upon authority of the Board. 

24. COMMON SEAL

1.  (a)The common seal of the CAA Inc shall be adopted by the executive who shall be responsible for the safe custody and control thereof.

(b) Whenever the common seal of the CAA Inc is required to be affixed to any deed, document, writing or any instrument, the seal shall be affixed thereto pursuant to a resolution of the executive committee and in the presence of two members of the executive committee (one of whom shall be: the President, Vice president, Administrator or Treasurer 

G. CHANGE TO CONSTITUTION

25. CHANGE TO CONSTITUTION
The provisions of the Constitution may be varied, modified or added to by a resolution of which due notice is given, at any general meeting of the Association.  Any such alternations shall require a vote of at least seventy five per cent (75%) of those present in person or by proxy. 

H. MISCELLANEOUS

26.  SERVICE OF NOTICES
(1) A notice may be served on or by the Association upon any member either personally or by sending it by post to the member at the address shown in the Register of Members. 
(2) Where a document is properly addressed, prepaid and posted to a person as a letter the document shall, unless the contrary is proved, be deemed to have been given to the person at the time at which the letter would have been delivered in the ordinary course of post. 

27.  RULES
a) The Board is empowered to make and proclaim rules not inconsistent herewith (and to amend vary and rescind the same) in order to facilitate the affairs of the Association.
b) A change of rule pertaining to the association constitution must be made by a resolution of members present at an annual general meeting at the association and passed by a majority of 75% of the members voting and present at an annual general meeting. A quorum for an annual general meeting to be a minimum of ten members of the association.

28. Inspection of records, etc. of Association

 A member may at any reasonable time inspect without charge the books, documents, records and securities of the Association 

29. DISSOLUTION OF THE ASSOCIATION
(a) If at any time a motion for dissolution is received by the Secretary, submitted in writing and signed by ten percent of the members, the Secretary shall set in motion the following: proper notice of twenty-one (21) days notice to members; postal voting procedure, including reasons for and against dissolution; voting by over 75 % of membership, with three quarters majority in favour of dissolution
(b) I Act.

 30. Distribution of surplus property on winding up of Association

 If upon the winding up or dissolution of the Association there remains after satisfaction of all 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.