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CONSTITUTION
WESTERN AUSTRALIAN RETIREMENT COMPLEXES
RESIDENTS ASSOCIATION INC.
1. NAME OF ASSOCIATION
The name of the Association is “Western Australian Retirement Complexes Residents Association Inc.”, hereinafter referred to as “the Association”.
2. DEFINITIONS
In these rules (Constitution), unless the contrary intention appears –
“Committee meeting” means a meeting referred to in rule 15.1;
“Committee member” means a person referred to in rule 10.1;
“financial year” has the meaning given by section 3(1) of the Act, a reference in that section to –
(a) “an incorporated association” or “the association” being construed as a reference to the Association; and
(b) “the Committee” being construed as a reference to the Committee;
“general meeting” means meeting convened under rule 16;
“member” means member of the Association;
“ordinary resolution” means resolution other than a special resolution;
‘special resolution” has the meaning given by section 24 of the Act;
“the Act” means the Associations Incorporations Act 1987;
“the Association” means the Association referred to in rule 1;
“the Chairperson”, usually the President, means -
(a) in relation to the proceedings at a Committee meeting or general meeting, the person presiding at the committee meeting or general meeting in accordance with rule 11; or
(b) otherwise in relation to the proceedings referred to in paragraph (a), the person referred to in rule 10.1 as President or, if that person is unable to perform his or her functions, the Vice President;
“the Committee” means the Committee of Management of the Association referred to in rule 10.1;
“the Secretary” means the Secretary referred to in rule 10.1;
“the Treasurer” means the Treasurer referred to in rule 10.1;
“the Vice-Chairperson” means Vice-President referred to in rule 10.1;
3. PURPOSE OF THE ASSOCIATION
3.1 To provide a voice for retirement village residents, to address their interests, concerns and wellbeing.
AND
To provide a forum for members (and invited non-members) to discuss their experiences of village life.
3.2 The following goals are aimed at achieving this:
· To influence decision makers
· To gather and provide information
· To support members
· To govern and manage the Association effectively
CORE VALUES:
As the voice of retirement village residents in WA, WARCRA is:
· Non-racist,
· Non-sexist
· Non-sectarian,
· Non-party political.
WARCRA acknowledges and upholds all state and federal legislation relative to the retirement village industry and is:
· Committed to the provision of appropriate services to meet the needs of retirement village residents.
· Respectful of the needs and wishes of all residents of retirement villages.
· Committed to the protection of the rights of retirement village residents and will act on their behalf to achieve this end.
· Is not in opposition to retirement village developers, owners and managers and seeks to work collaboratively and co-operatively with all stakeholders for the benefit of retirement village residents.
3.3 The property and income of the Association shall be applied solely towards the promotion of the objects of the Association and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to members, except in good faith in the promotion of those objects.
4. POWERS OF THE ASSOCIATION
4.1 The Association shall have the powers conferred to it under section 13 of the Act.
4.2 No member shall have power to commit the Association in any way whatsoever without the authority of the Committee or the members in general meeting.
5. QUALIFICATIONS FOR MEMBERSHIP OF ASSOCIATION
5.1 Membership of the Association is open to any person accommodated in a retirement complex, residing under any one of the following conditions:
(a) company title under strata plan
(b) strata title
(c) purple title
(d) lease for life
(e) loan and lease
(f) any other form of title to occupation of retirement accommodation passed by special resolution of a duly convened general meeting of the Association.
5.2 A person may become a member by –
(a) being a member of a retirement village association which is itself a member of the Association;
(b) being a resident of a retirement village and applying to the Committee in writing in such form as the Committee from time to time directs.
5.3 The Committee shall consider each application made under sub-rule 5.2(b) at a Committee meeting and shall at the Committee meeting or a subsequent Committee meeting accept or reject the application.
6. REGISTER OF MEMBERS OF ASSOCIATION
6.1 The Secretary shall on behalf of the Association keep and maintain the register of members in accordance with section 27 of the Act and that register shall be so kept and maintained at his or her place of residence.
6.2 The Secretary shall cause the name of a person who dies or who ceases to be a member under rule 7.3, 8.1 or 9 to be deleted from the register of members referred to in sub-rule 6.1.
7 SUBSCRIPTIONS OF MEMBERS OF ASSOCIATION
7.1 The members shall from time to time at a general meeting determine the amount of the subscription to be paid by each member.
7.2 Each member shall pay to the Treasurer, annually on or about the first of January or such other date as the Committee from time to time determines, the amount of the subscription determined under sub-rule 7.1.
7.3 Subject to sub-rule 7.4, a member whose subscription is not paid within 3 months after the relevant date fixed by of under sub-rule 7.2 ceases on the expiry of that period to be a member, unless the Committee decides otherwise.
7.4 A member is a financial member for the purposes of these rules if his or her subscription is paid on or before the relevant date fixed by or under sub-rule 7.2 or within 3 months thereafter.
8. RESIGNATION OF MEMBERS OF ASSOCIATION
8.1 A member who delivers notice in writing of his or her resignation from the Association to the Secretary or another committee member ceases on that delivery to be a member but is not due any reimbursement of fees.
8.2 A person who ceases to be a member under sub-rule 8.1 remains liable to pay to the Association the amount of any subscription due and payable by that person to the Association but unpaid at the date of that cessation.
9. EXPULSION OF MEMBERS OF ASSOCIATION
9.1 A member may be expelled from membership of the Association if the Committee considers his or her conduct to be detrimental to the interests of the Association. The Committee shall, in such circumstance, communicate in writing to the member-
(a) notice of the proposed expulsion and of the time, date and place of the Committee meeting at which the question of that expulsion will be decided; and,
(b) particulars of that conduct,
not less than 30 days before the date of the Committee meeting referred to in sub-rule 9.1 (a).
9.2 At the Committee meeting referred to in a notice communicated under sub-rule 9.1, the Committee may, having afforded the member concerned a reasonable opportunity to be heard by, or to make representations in writing to, the Committee, expel or decline to expel that member from membership of the Association and shall forthwith, after deciding whether or not to expel that member, communicate that decision in writing to that member.
9.3 Subject to rule 9.5, a member who is expelled under sub-rule 9.2 from membership of the Association ceases to be a member 14 days after the day on which the decision so to expel him or her is communicated to him or her under sub-rule 9.2.
9.4 A member who is expelled under sub-rule 9.2 from membership of the Association shall, if he or she wishes to appeal against that expulsion, give notice to the Secretary of his or her intention to do so within the period of 14 days referred to in sub-rule 9.3.
9.5 When notice is given under sub-rule 9.4 –
(a) The Association in a general meeting may, after having afforded the member who gave that notice a reasonable opportunity to be heard by, or to make representations in writing to, the Association in the general meeting, confirm or set aside the decision of the Committee to expel that member; and
(b) The member who gave that notice does not cease to be a member unless and until the decision of the Committee to expel him or her is confirmed under this sub-rule.
10. COMMITTEE OF MANAGEMENT
10.1 The management and administration of the Association shall be vested in the committee which shall:
· Comprise not less than five, nor more than ten, members elected from the financial members of the Association (except as permitted in S10.4).
· At their first meeting following the annual general meeting elect from among their number:
(i) President
(ii) Vice President
(iii) Secretary (who is also the Associations Public Officer_
(iv) Treasurer
The above shall be appointed by ballot of the Committee and hold office for a period of twelve months but may offer themselves for re-election. They, plus the immediate Past President, (who holds the position for one year after stepping down unless a new President has not been appointed in that time) shall comprise the Executive of the Committee.
10.2 Elections:
· Where nominations, for an election of members to the committee held at an annual general meeting, exceed vacancies on the committee the vacant positions shall be decided by secret ballot, and a Returning Officer, who is independent of nominees and nominators, shall be appointed by the chairperson of the meeting to oversee the elections and to determine the results of the voting, assisted by two members similarly appointed.
· Members of the Committee must be elected at an annual general meeting or appointed under S10.4.
· A member is only eligible for membership of the Committee if nominated by another member in writing, signed by the nominator and nominee who signifies his or her willingness to stand for election.
· The nomination must be received by the Secretary not less than 21 days prior to the election date.
· The secretary shall ensure that notice of all persons seeking election to membership of the Committee is given to all members 14 days prior to the day of the general meeting at which the election is to be held.
· Members of the Committee shall hold office for a period of two years, but may offer themselves for re-election.
10.3 At any annual general meeting at which an election of members to the Committee is to be held, half the members shall be deemed to have resigned but may offer themselves for re-election under the system as set out in S10.2. This provision is to ensure continuity within the Committee.
10.4 Co-options: If during a current term a position falls vacant, or a position is identified as requiring a particular person and/or skill, the Committee may appoint one or more persons to those positions. Such appointments must not add more than two further positions to the complement of ten. A member appointed under this sub-rule, unless otherwise determined shall –
(a) hold office until the commencement of, and
(b) be eligible for election to membership of the Committee at the next following Annual General Meeting.
10.5 A committee member may be removed at any time by special resolution.
11 CHAIRPERSON
11.1 Subject to this rule, the Chairperson shall preside at all general meetings and Committee meetings.
11.2 In the event of the absence from –
(a) A general meeting of:
(i) the President, the Vice-President shall take the chair;
(ii) the President and Vice President, a member elected by the other members present shall take the chair.
Or
(b) A committee meeting of:
(i) the President, the Vice-President shall take the chair;
(ii) the President and Vice President, a committee member elected by the other committee members present shall take the chair.
12 SECRETARY
The Secretary shall -
(a) coordinate 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 in respect of the register of members of the Association;
(ii) Section 28 of the Act in respect of the rules of the Association;
and
(iii) Section 29 of the Act in respect of the record of the office holders and any trustees of the Association;
(d) have custody of all books, documents, records, common seal (refer S 22.4) and registers of the Association, including those referred to in Paragraph (c), 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.
13 TREASURER
The Treasurer shall -
(a) be responsible for the receipt of all monies paid to or received by, or by him on behalf of, the Association and shall issue receipts for those moneys in the name of the Association;
(b) 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;
(c) 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 any two of the designated Committee members.
(d) comply on behalf of the Association with sections 25 and 26 of the Act in respect of the accounting records of the Association;
(e) whenever directed to do so by the Chairperson, submit to the Committee a report, balance sheet or financial statement in accordance with that direction;
(f) 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) above; and
(g) perform such other duties that are imposed by these rules on the Treasurer.
14 CASUAL VACANCIES IN MEMBERSHIP OF THE COMMITTEE
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-Chairperson;
(c) is convicted of an offence under the Act;
(d) is permanently incapacitated by mental or physical ill-health;
(e) ceases to be a member of the Association.
(f) is removed by special resolution.
15 PROCEEDINGS OF COMMITTEE
15.1 The Committee shall meet together for the dispatch of business not less than once every three months and the President may at any time convene a meeting of the Committee.
15.2 Each Committee member has a deliberative vote.
15.3 A question arising at a Committee Meeting shall be decided by a majority of votes, but if there is an equality of votes, the person presiding at the Committee meeting shall have a casting vote in addition to his or her deliberative vote.
15.4 Subject to these rules, the procedure and order of business to be followed at a Committee meeting shall be determined by the Committee members present at the Committee meeting.
15.5 A Committee member having any direct or indirect pecuniary interest referred to in Section 21 or 22 of the Act shall comply with that section.
15.6 The committee may appoint sub-committees from within the general membership to examine particular matters but at least one Committee member must be a member of such sub-committee, shall attend all their meetings and report back to the Committee as required. The sub-committees’ terms of reference shall include reference to the method of appointing the Chairperson, and such other detail as directed.
15.7 Urgent matters of a nature normally requiring Committee approval shall be referred to the President. The circumstances thereof shall be reported to the next following Committee meeting for ratification of the actions of the President.
16 GENERAL MEETINGS
16.1 The Committee –
(a) may at any time convene a special general meeting;
(b) shall convene annual general meetings within the time limits provided for the holding of annual general meetings by Section 23 of the Act, and shall give to all members not less than 30 days notice of such meeting and of any motions to be moved at that meeting; and
(c) shall within 30 days of –
(i) receiving a request in writing to do so from not less than “ten” members, convene a special general meeting for the purpose specified in that request; or
(ii) the Secretary receiving a notice under sub-rule 9.4, convene a special general meeting for the purpose of dealing with the appeal to which that notice relates.
16.2 The members making a request referred to in sub-rule 16.1(c)(i) shall –
(a) state in that request the purpose for which the special general meeting concerned is required, and
(b) sign that request.
16.3 If a special general meeting is not convened within the relevant period of 30 days referred to –
(a) in sub-rule 16.1(c)(i), the members who made the request concerned may themselves convene a special general meeting as if they were the Committee, or
(b) in sub-rule 16.1(c)(ii), the member who gave the notice concerned may himself convene a special general meeting as if he or she was the committee.
16.4 When a special general meeting is convened under sub-rule 16.3(a) or 16.3(b):
The committee shall ensure that the member or members convening the special general meeting are given the appropriate assistance.
16.5 Subject to rule 16.8, the Secretary shall give to all members not less than 21 days notice of a general meeting and of any motions to be moved at the general meeting.
16.6 A notice given under sub-rule 16.5 shall specify –
(a) when and where the general meeting is to be held, and
(b) particulars of the business to be transacted at the general meeting concerned and of the order in which that business is to be transacted.
16.7 In the case of an annual general meeting, the order in which business is to be transacted is –
(a) first, the consideration of the accounts and reports of the Committee;
(b) second, the election of Committee members to replace outgoing Committee members; and
(c) third, any other business requiring consideration by the Association in a general meeting.
16.8 The Secretary shall give to all members not less than 21 days notice of a general meeting at which a special resolution is to be proposed and of any other motions to be moved at that general meeting.
16.9 The Secretary may give a notice under sub-rule 16.5 or 16.8 by –
(a) serving it on a member personally, or
(b) sending it by post to the address of the member appearing on the register of members kept and maintained under section 27 of the Act.
(c) in the case of a village membership, sending it to the secretary of the residents committee for display in a prominent position in the village eg. the village notice board.
16.10 When a notice is sent by post under sub-rule 16.9(b), sending of the notice shall be deemed to be properly effected if the notice is sufficiently addressed and posted to the member concerned by ordinary prepaid mail.
17 QUORUMS
Quorums shall be:
- for the Committee, one more than half the occupied positions.
- for a general meeting, twenty financial members (20)
18 MINUTES OF MEETINGS OF THE ASSOCIATION
18.1 The Secretary shall cause proper minutes of all proceedings of all general meetings and Committee meetings to be taken and then entered within 30 days of the holding of each general meeting or Committee meeting, as the case requires, in a minute book kept for that purpose.
18.2 The Chairperson shall ensure that the minutes taken of a general meeting or Committee meeting under sub-rule 18.1are checked and signed as correct by the Chairperson of the general meeting or Committee meeting to which those minutes relate or at the next succeeding general meeting or Committee meeting, as the case requires.
18.3 When minutes have been entered and signed as correct under this rule, they shall, until the contrary is proved, be evidence that –
(a) the general meeting or Committee meeting to which they relate (in this sub-rule called “the meeting”) was duly convened and held;
(b) all proceedings recorded as having taken place at the meeting did in fact take place thereat; and
(c) all appointments or elections purporting to have been made at the meeting have been validly made.
19 VOTING RIGHTS OF MEMBERS OF THE ASSOCIATION
19.1 Each Committee member shall have one vote. Each financial member at a general meeting shall have one vote.
19.2 The method of voting shall normally be determined by the Chairperson, but may be over-ruled by a successful formal motion from the floor.
20 PROXIES OF MEMBERS OF THE ASSOCIATION
A member (in this rule called “the appointing member”) may appoint in writing another member who is a natural person to be the proxy of the appointing member and to attend and vote on behalf of the appointing member at any general meeting.
Proxy voting rules are to be in accordance with the rules as set out in the “Code” Section 5.12. The exception being S5.12 (7) that is, “A resident or resident’s representative is required to use the form for the appointment of a proxy set out in appendix 5 (see attached) except that the resident appointing the proxy must also designate the matters to be voted on and the direction of that vote.
21 RULES OF THE ASSOCIATION
21.1 The Association may alter or rescind these rules, or make rules additional to these rules, in accordance with the procedure set out in Sections 17, 18 and 19 of the Act.
21.2 These rules bind every member of the Association to the same extent as if every member and the Association had signed and sealed these rules and agreed to be bound by all their provisions.
22 COMMON SEAL OF THE ASSOCIATION
22.1 The Association shall have a common seal on which its corporate name shall appear in legible characters.
22.2 The common seal of the Association shall not be used without express authority of the Committee and every use of that common seal shall be recorded in the minute book referred to in rule 18.
22.3 The affixing of the common seal of the Association shall be witnessed by any two of the Chairperson, Secretary and the Treasurer.
22.4 The common seal of the Association shall be kept in the custody of the Secretary or of such other person as the Committee from time to time decides.
23 INSPECTION OF RECORDS ETC. OF THE ASSOCIATION
A member may at any reasonable time inspect without charge the books, documents, records and securities of the Association.
24 DISTRIBUTION OF SURPLUS PROPERTY ON WINDING UP OF THE ASSOCIATION
If, on the winding up of the Association, any property of the Association remains after satisfaction of the debts and liabilities of the Association and the costs, charges and expenses of that winding up, that property shall be distributed –
(a) to another incorporated association having objects similar to those of the Association, or
(b) to a registered organization for charitable or benevolent purposes,
which incorporated association or purposes, as the case requires, shall be determined by resolution of the members when authorizing and directing the Committee under Section 33(3) of the Act to prepare a distribution plan for the distribution of the surplus property of the Association.
THIS REVISED CONSTITUTION IS EFFECTIVE FROM 20TH DECEMBER 2007.