HERITAGE ROSES IN AUSTRALIA INCORPORATED: CONSTITUTION 2021
1. ASSOCIATION
The name of the association is the Heritage Roses In Australia Incorporated.
2. DEFINITIONS
2.1 HRIA means the Heritage Roses in Australia,
2.2 Society means the Heritage Roses in Australia,
2.3 National Executive Committee means the Committee of Management of the Society; and
2.4 Member means a member of the Society.
3. OBJECTS OF THE SOCIETY
3.1 To advance the preservation, cultivation, distribution and study of old garden roses.
3.2 To advance the preservation of roses no longer in commercial cultivation.
3.3 To advance the preservation of roses of historical importance, species roses and their hybrids.
3.4 To advance the knowledge of heritage roses, and foster public interest in heritage roses.
3.5 To advise organisations of the suitability of heritage roses for use in the gardens attached to buildings and homes and places of historical importance.
3.6 To encourage the formation of similar organisations, and maintain links with such organisations.
4. PUBLIC OFFICER
4.1 The Public Officer shall be appointed by the National Executive Committee.
4.2 The Public Officer shall be a member of the Society who is a resident of South Australia.
4.3 The Registered Office of the Society shall be the residence of the Public Officer.
5. POWERS
5.1 For the purposes of carrying out its objects the Society shall have the powers conferred on it by section 25 of the Associations Incorporation Act 1985, to
5.2 Acquire, hold, deal with, and dispose of any real or personal property.
5.3 Administer any property or trust.
5.4 Open and operate bank accounts.
5.5 Invest the Society’s money
5.5.1 In any security in which moneys may, by Act of Parliament, be invested, or
5.5.2 in any other manner authorised as the Society thinks fit, and
5.6 Borrow money upon such terms and conditions as the Society thinks fit, and
5.7 Give such security for discharge of liabilities incurred by the Society as it thinks fit, and
5.8 Appoint agents to transact any business of the Society on its behalf, and
5.9 Enter into any other contract it considers necessary or describable.
6. MEMBERSHIP
6.1 Membership shall be open to any person who supports the objects of the Society, and has paid the annual subscription.
6.2 Joint members who are any two persons living at the same address.
6.2.1 Only one copy of the Journal will be provided.
6.2.2 Only one vote will apply at any meeting or ballot.
6.3 Honorary Life members as recommended by the National Executive Committee and ratified at an Annual General Meeting, and
(a) Only one honorary Life membership shall be awarded at an Annual General Meeting; and
(b) The Honorary Life member shall be nominated by one State; and
(c) Any nomination shall include detailed reasons for the nomination.
6.4 Honorary Life members shall have all the privileges of membership but shall not pay any subscriptions.
6.5 Honorary members as appointed by the National Executive Committee, but shall have no voting rights.
6.6 Associate membership shall be open to any organisation the National Executive Committee may admit which supports the objects of the Society, and the National Executive Committee shall define the rights and privileges available to members of the associated member.
6.7 Members of the Associated membership shall not:-
(a) Vote at any meeting or
(b) Hold any office in the Society.
6.8 Membership of the Society shall cease on:-
(a) Resignation forwarded to the Secretary in writing.
(b) Expulsion from the membership as per Section 7.
6.9 Any member whose subscription is in arrears for three months shall have their membership of the Society suspended, and shall not receive subsequent copies of the Society’s publications, and shall not be covered by HRIA insurance at HRIA-organised functions.
6.10 The Honorary Membership Secretary shall keep a register of all members that includes name, address, email and phone number and make this available to Regional Co-ordinators.
6.11 A member may resign at any time in writing to the Honorary Membership Secretary.
7. EXPULSION
7.1 The National Executive Committee may
(a) Expel from the Society a member, or
(b) Suspend from membership for any period a member
(c) Who is guilty of misconduct rendering that person unfit to be a member of the Society
7.2 Provided that the rules of natural justice shall apply, and
7.3 There shall be a right of appeal to a special general meeting.
8. SUBSCRIPTIONS
8.1 The annual subscription shall be fixed each year by the National Executive Committee.
8.2 All members’ subscriptions fall due on January 1st every year.
8.3 New members who join between January 1st and June 30th will pay full subscription.
8.4 New members who join between July 1st and December 31st will pay their first fee at a reduced rate of 50% of the full rate. They will receive spring and summer Journals of that year.
8.5 The subscription shall be paid to the Honorary Treasurer, and funds used to further the National activities of the Society.
8.6 The Honorary Treasurer shall forward to Regional Coordinators a list of members in their regions.
9. THE NATIONAL EXECUTIVE COMMITTEE
9.1 a) The affairs of the association shall be managed and controlled by the National Executive Committee which, in addition to any powers and authorities conferred by these rules, may exercise all such powers and do all such things as are within the objects of the association, and are not by the Act or by these rules required to be done by the association in general meeting.
b) The National Executive Committee has the management and control of the funds and other property of the association.
c) The National Executive Committee shall have authority to interpret the meaning of these rules and any other matter relating to the affairs of the association on which these rules are silent.
9.2 The National Executive Committee shall have a minimum of 7 members consisting of:
(a) The President
(b) Vice-President
(c) Honorary Secretary
(d) Honorary Treasurer
(e) Honorary Membership Secretary
(f) Honorary Editor of the Journal, and
(g) Up to three other Committee Members
9.3 Where possible, members of the National Executive Committee shall be representative of the states and territories that have members.
9.4 All members of the National Executive Committee shall be able to use remote meeting technology.
9.5 The National Executive Committee may co-opt any member of the Society to fill a casual vacancy or to assist with any project of the Society, such co-opted member having voting rights relating to that project.
9.6 The National Executive Committee shall be able to appoint a:
(a) Conference Organiser, and/or
(b) Garden Tour Organiser, and/or
(c) Biennial General Meeting Co-ordinator.
(d) Such persons shall be required to provide advice and report to the National Executive Committee per the specific terms and conditions of their appointment.
9.7 The National Executive Committee may appoint a Webmaster who reports regularly to the National Executive Committee.
9.8 The National Executive Committee shall have the power to appoint the Public Officer as required under the South Australian Associations Incorporation Act 1985 as amended from time to time.
10. APPOINTMENT OF NATIONAL EXECUTIVE COMMITTEE
10.1 The Administration of the Society shall be from financial members from any state or territory for a period of two years.
10.2 Nominations for the 1st National Executive Committee under the nationwide model shall be called for in the winter 2021 Journal.
10.3 Subject to COVID-19 prevailing conditions, the Committee shall be appointed at the biennial General Meeting in October or November 2021, and take office from 1st January 2022.
10.4 Thereafter the National Executive Committee shall call for nominations to the Committee in the winter Journal preceding the biennial General Meeting, to be voted on/endorsed at the biennial General Meeting and take office from the following 1st January.
10.5 Members may re-nominate for up to 2 consecutive terms.
11. ORGANISATION OF REGIONAL GROUPS
11.1 Members in any locality may work together to further the aims of the Society, and form a Regional Group and appoint one of their members as a Regional Coordinator.
11.2 A Regional Group shall be autonomous and operate as suits the area/region.
11.3 It may appoint committees to manage its regional affairs, and may agree on an additional fee to be paid by members to finance the activities of the group. All funds raised are to be the responsibility of the Regional Group.
11.4 All regional groups will advise the Journal Editor of their programs in a timely manner for publication in the quarterly Journal or on the website.
11.5 No member or Regional Group shall make any public statement in the name of the Society without prior approval from the National Executive Committee.
11.6 The National Executive reserves the right to proof-read, and modify where appropriate, the text of any proposed or replacement signboard mentioning HRIA, before it is printed.
11.7 Regional Groups are to present a report on activities at the General Meeting.
11.8 A Regional Group may disband, in writing, to the National Executive Committee and any records, books, photographs deemed beneficial to the Society may be forwarded to the Archivist.
11.9 Regional Coordinators may resign at any time and shall notify the National Executive Committee in writing.
12. FINANCIAL MATTERS
12.1 The Financial year shall be from 1st January to 31st December of that year.
12.2 The Treasurer shall receive all monies payable to the Society.
12.3 All funds of the Society shall be deposited in a deposit account approved by the National Executive Committee.
12.4 The National Executive Committee shall approve all substantial payments of the Society’s funds. All major expenditures shall require at least 2 quotes, except the on-going Journal production costs.
12.5 The Treasurer shall keep all financial records, and shall present an annual audited financial report to the National Executive Committee, to be published in the Society’s winter Journal.
12.6 The accounts shall be audited by an auditor appointed by the National Executive Committee.
12.7 Prohibition against securing profits for members as per section 55 of the Act: The income and capital of the association shall be applied exclusively to the promotion of its objects and no portion shall be paid or distributed directly or indirectly to members or their associates except as bona fide remuneration of a member for services rendered or expenses incurred on behalf of the association.
13. MEETINGS
13.1 The National Executive Committee shall have at least 10 meetings per year, a quorum being 5 members.
13.2 The National Executive Committee shall convene a biennial General Meeting normally in October or November every second year, notice given in the Spring Journal
a) This meeting shall appoint the National Executive Committee for the succeeding term.
b) At this meeting the National Executive Committee shall deliver a report of its term and ratify the appointment of Life members.
c) Twenty members present personally or by proxy shall constitute a quorum.
d) This meeting may be held in conjunction with a National Conference, an extended Garden Tour, a Seminar Series or other event of national interest and in accordance with the objects of the Society.
13.3 Other such meetings as the National Executive Committee shall decree from time to time.
13.4 At least 14 days’ notice of any general meeting shall be given to members via email. The notice shall set out where and when the meeting will be held, and particulars of the nature and order of the business to be transacted at the meeting.
13.5 Twenty members present personally or by proxy shall constitute a quorum for the transaction of business at any general meeting
13.6 Subject to these rules, every member of the association has only one vote at a meeting of the association.
a) Subject to these rules, a question for decision at a general meeting must be determined by a majority of members who vote in person or by proxy, at that meeting.
13.7 Poll at general meetings
a) If a poll is demanded by at least five members, it must be conducted in a manner specified by the person presiding and the result of the poll is the resolution of the meeting on that question.
b) A poll demanded for the election of a person presiding or on a question of adjournment must be taken immediately, but any other poll may be conducted at any time before the close of the meeting.
14. MINUTES
14.1 Minutes of all meetings of the National Executive Committee including the General Meeting, shall be in a minute book kept for that purpose and shall be signed by the chairperson of the succeeding meeting as true and correct.
14.2 All members attending meetings including of Regional Groups must sign an attendance book.
15. PROPOSED AMENDMENTS TO THE CONSTITUTION
15.1 The Constitution may be amended by a resolution passed by a two-thirds majority of financial members voting at a Special Meeting called for that purpose.
15.2 The notice of the Special Meeting and the proposed amendment to the Constitution shall be published in the Society’s Journal, at least one month before the meeting.
15.3 A member unable to attend the meeting may vote
(a) By proxy, or
(b) By completing a ballot paper which may be included with the Special Meeting notice and returning it to the secretary prior to the meeting, and
(c) The meeting may demand that a poll be conducted of all the financial members.
16. PROXIES
16.1 A member is entitled to appoint in writing a member of the Society to be their proxy.
16.2 Notice of the appointment shall be in writing and forwarded to the Secretary prior to the meeting.
16.3 The proxy shall have all the rights of an attending member.
17. THE SOCIETY’S SEAL
17.1 The Society shall have a common seal on which the name of the Society appears, and
17.2 The seal shall be used only with the authorisation of the National Executive Committee, and
17.3 The use of the seal shall be recorded in the minutes of a meeting of the National Executive Committee,
17.4 The seal shall be in the custody of the Public Officer.
18. DISSOLUTION
18.1 The Society shall cease operation upon passage of a resolution carried by a two thirds majority of financial members voting at a Special Meeting called for that purpose. This vote shall occur only after extensive consultation and after other possible options have been considered by the membership.
18.2 Such meeting shall be convened in accordance with rule 15, except that notice of three months shall be given before the Special Meeting.
18.3 After the passage of the resolution no further expenditure can be incurred on behalf of the Society.
18.4 After the payment of all liabilities of the Society, the National Executive shall disburse any remaining assets to any horticultural and/or botanical body as approved by the National Executive Committee.
19. OTHER MATTERS
In all matters not specifically mentioned in this Constitution, the precedents of Common Law and the provisions of the Associations Incorporation Act 1985 (South Australia) as amended from time to time shall apply.
Heritage Roses In Australia Incorporated ABN 26 596 618 306 ARBN 628 255
Incorporated in South Australia
Adopted 1st March 2021 with required additions 28 June 2021